Exhibit 10.27




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2




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3




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st th
 th th
 th th
 th th
   Exhibit B  Floor Plan Showing Tenants Space Exhibit B-1  Floor Plan Showing
Tenants Space, Exhibit F  Landlords Work Exhibit F-1  Landlords Work,
  4




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1.4 Data Certificate
 Exhibit G
   th th
   5




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Witness:
    
    LANDLORD:Lause A. MurphyName:
    
    ATLANTIC-PHILADELPHIA REALTY LLCBy Its Agent, Atlantic Management CorporationMarianne Nelson
    
    /s/ David A. CapobiancoName:
    
    David A. Capobianco  C. O. O.[ILLEGIBLE]
    
    TENANT:Name:[ILLEGIBLE]
    
    HEARTWARE, INC.Name:By:
    
    /s/ Douglas Godshall

Douglas Godshall
  6




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Exhibit B-1
 Plan Showing Tenants Space
 
  7




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Exhibit B
  8




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Exhibit F-1
 Landlords Work
 (1)
    
    Build out Relocation Premises according to plans attached (the Plans) including adding air
conditioning duct to IT closet as shown in Plans;
 (2)
    
    Update Kitchen area with new cabinets and additional counter space of quality and style which
is similar to that shown on Exhibit H; Counter top to be formica as selected by Tenant.
 (3)
    
    Paint and Carpet Premises; in same colors and finishes as the current premises but the
electronics lab and IT closet shall have tile floors, where indicated in the Plans. Tile shall
be Mannington Commercial; Mineral White (#171) or if #171 is unavailable, then Tenant shall
have opportunity to select an alternative;
 (4)
    
    Repair any broken window blinds and replace any that cannot be repaired, with blinds of
same, original style and quality; and
 (5)
    
    Deliver the Relocation Premises and make a good faith effot the ensure that (a) IT racks of
the prior tenant in place and in good usable condition, and (b) wiring of the prior tenant in
place, connected and in good working condition [such racks and wiring shall be the property of
Tenant].
  9




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Exhibit H:
 Cabinet example
 
 Doors feature solid oak frames and
raised panel square veneer center
panel
Cabinets feature heavy duty drawer box
Cabinet interiors feature scratch
resistant, easy to clean finish
Fully concealed adjustable hinges
Ready to install  instructions and
mounting hardware included with every
cabinet
    
    Cabinet Material:
Base Cabinet Type:
Number of Doors:
Number of Drawers:
Number of Shelves:
Finished / Unfinished Exterior:
Finished / Unfinished Interior:
Fully Assembled:
Ready to Install:
Warranty:
Height (Inches):
Width (Inches):
Depth (Inches):
Full Overlay Construction:
    
    Oak
Double Door
2
2
1
Finished
Finished
Yes
YesLimited Lifetime
35
36
23 3/4
No
   10




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Exhibit G
 Data Certificate
     
 By:
    
    /s/ Douglas GodshallIts:
    
    C. O. O.TENANT:HEARTWARE, INC.By:
    
    /s/ Douglas GodshallIts:
    
    Douglas Godshall




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LEASE
 ARTICLE 1  REFERENCE DATA
 1.1 Subjects Referred To
  DATE:
    
    December 27, 2006LANDLORD:
    
    Atlantic-Philadelphia Realty LLCLANDLORD ADDRESS:
    
    c/o Atlantic Management Corporation 
205 Newbury Street 
Framingham, Massachusetts 01701BUILDING:
    
    The building situated on Newbury Street, Framingham, Middlesex County, Massachusetts,
known as #205 Newbury Street (the Premises), upon the Lot (the Lot) more
particularly described on Exhibit A attached hereto and made a part hereof.TENANT:
    
    HeartWare, Inc.TENANT SPACE:
    
    Those premises to be used as OFFICE SPACE located on the first (1st) floor of the
Premises, as shown on floor plan attached here to as Exhibit B and identified as
Suite #101.RENTABLE FLOOR AREA OF 
TENANT SPACE:
    
    3,530 rentable square feetTOTAL RENTABLE FLOOR AREA OF
THE BUILDING:
    
    56,865 square feetTENANTS PROPORTIONATE SHARE:
    
    6.2%TERM:
    
    Four (4) YearsRENT AND TERM 
COMMENCEMENT DATE:
    
    January 15, 2007OCCUPANCY DATE:
    
    January  15, 2007




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TERMINATION DATE:
    
    January 31, 2011ANNUAL FIXED RENT:
    
    The sum of $21.50/Sq.Ft., which equates to an Annual Fixed Rent of $75,895.00 per annum.MONTHLY FIXED RENT:
    
    Tenant shall
 pay the Annual Fixed Rent of $75,895.00 in EQUAL MONTHLYinstallments of
$6,324.58. All such monthly installments are due ON OR BEFORE THE 1STof each month, beginning
with the first payment due on the Commencement Date.OPTION:
    
    Tenant shall have one (1) option to extend the term of this Lease for an additional three years.SECURITY DEPOSIT:
    
    Tenant shall deposit the sum equal to one (1) months rent or $6,324.58, which shall be held
by Landlord as a Security Deposit. Said deposit shall be held by Landlord in a non-interest
bearing account and shall be due and payable by Tenant upon execution of this Lease.BASE YEAR FOR CALCULATING LANDLORDS
OPERATING EXPENSE:
    
    2007PERMITTED USES:
    
    First Class General Office SpacePUBLIC LIABILITY INSURANCE BODILY INJURY:
    
    $1,000,000 Combined Single Limit CoverageBROKER:
    
    R.W. Holmes Realty Co., Inc.PARKING:
    
    Tenant will receive 3.8 parking spaces per 1,000 square feet of rented space, or 13 parking
spaces, on a first come first serve basis.




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1.2 Exhibits
  
 1.3 Table of Contents by Article and Section:
 1.
    
    Reference Data
 1.1
    
    Subjects Referred To1.2
    
    Exhibits1.3
    
    Table of Contents
 2.
    
    Premises and Term
 2.1
    
    Premises2.2
    
    Common Facilities2.3
    
    Landlords Reservations2.4
    
    Term2.5
    
    Option to Renew2.6
    
    Holdover Penalty
 3.
    
    Alteration
 3.1
    
    Preparation of Premises for Occupancy3.2
    
    Tenant Changes and Additions3.3
    
    General Provisions Applicable to Construction
 4.
    
    Rent
 4.1
    
    Fixed Rent4.2
    
    Operating Expenses Including Real Estate Taxes4.3
    
    Lot4.4
    
    Accounting4.5
    
    Payment of Additional Rent
 5.
    
    Landlords Covenants
 5.1
    
    Landlords Covenants5.2
    
    Interruptions
 6.
    
    Tenants Covenants
 6.1
    
    Tenants Covenants
 7.
    
    Casualty and Taking
 7.1
    
    Casualty and Taking7.2
    
    Reservations of Award




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8.
    
    Right of Mortgage
 8.1
    
    Subordination8.2
    
    Entry Other Than For Foreclosure8.3
    
    Entry For Foreclosure8.4
    
    No Prepayment8.5
    
    No Release or Termination8.6
    
    No Modification, Etc.8.7
    
    Continuing Offer8.8
    
    Implementation8.9
    
    Financing
 9.
    
    Defaults
 9.1
    
    Events of Default9.2
    
    Tenants Obligations After Termination9.3
    
    Landlords Default
 10.
    
    Miscellaneous
 10.1
    
    Measurement10.2
    
    Titles10.3
    
    Notice of Lease10.4
    
    Consent10.5
    
    Notice10.6
    
    Bind and Inure10.7
    
    No Surrender10.8
    
    No Waiver, Etc.10.9
    
    No Accord and Satisfaction10.10
    
    Cumulative Remedies10.11
    
    Partial Invalidity10.12
    
    Landlords Rights to Cure Tenants Default10.13
    
    Estoppel Certificate10.14
    
    Waiver of Subrogation10.15
    
    Brokerage10.16
    
    Security Deposit
 11.
    
    Arbitration




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ARTICLE 2  PREMISES AND TERM
 2.1 Premises
  2.2 Common Facilities
  2.3 Landlords Reservations
  2.4 Term




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2.5 Option to Renew
    2.6 Hold-Over Penalty




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ARTICLE 3  ALTERATIONS
 3.1 Preparation of Premises for Occupancy
  3.2 Tenant Changes and Additions




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3.4 General Provisions Applicable to Construction
  ARTICLE 4  RENT
 4.1 Fixed Rent
  4.2 Operating Expenses  Including Real Estate Taxes
 (a)
    
    If, with respect to any calendar year of the Term after the Base Year for
calculating Landlords Operating Expenses set forth in Section 1.1, or fraction
thereof, Landlords Operating Expenses for the Building and Lot either:
 (i)
    
    for a full calendar year exceed Landlords Initial Operating
Expenses, as defined below (as the same may be reduced from time to time pursuant
to the following sentence), or for any fraction of a calendar year exceed the
corresponding fraction of such Landlords Initial Operating Expenses; or
 (ii)
    
    for a full calendar year are less than Landlords Initial Operating
Expenses (as the same may be reduced from time to time pursuant to the following
sentence), or for any fraction of a calendar year are less than the corresponding
fraction of such Landlords Initial Operating Expenses;




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(b)
    
    Within one hundred twenty days from the end of the calendar year, Landlord shall
render to Tenant an audited statement (Statement) in reasonable detail and
according to usual accounting practices showing for the preceding calendar year or
fraction thereof, as the case may be, Landlords Operating Expenses for the Building
and Lot, excluding costs of special services rendered to tenants (including Tenant)
for which a special charge is made, but including without limitation: real estate
taxes on the Building and Lot; installments and interest on assessments for public
betterments or public improvements, whether or not deductible from any condemnation
award, such assessments to be paid over the longest period permitted by law; expenses
of any proceedings for abatement of taxes and assessments with respect to any
calendar year or fraction of a calendar year; premiums for insurance of any kind
normally carried by owners of similar properties (including insurance in case of fire
or casualty against loss of up to eighteen monthly installments of fixed and
additional rent) or, if there be any mortgage of the Lot or Building, or both, the
insurance as may be required by the holder of the mortgage; compensation and all
fringe benefits, workmens compensation insurance premiums and payroll taxes paid by
Landlord to, for or with respect to all persons substantially engaged in the
operating, maintaining or cleaning of the Building or Lot; steam, water, sewer,
electric, gas and telephone charges not chargeable to tenants; cost of building and
cleaning supplies and equipment; and cost of maintenance, cleaning and repairs (other
than repairs not properly chargeable against income or for which Landlord has
received reimbursement from contractors under guaranties); cost of snow removal and
care of landscaping; payments under service contracts with independent contractors;
management fees at a rate of five percent (5%) of total rent from all tenants; and
all other reasonable and necessary expenses paid in connection with the operation,
cleaning and maintenance of the Building and Lot and properly chargeable against
income. Notwithstanding any provision to the contrary contained herein, Landlords
Operating Expenses shall not include (a) costs and expenses of a capital nature,
including but not limited to, original or new construction or installation of any
capital investments, or improvements, unless such capital investments or improvements
are intended to reduce operating expenses, in which event Landlord shall be entitled
to charge the amortized value of such capital investments or improvements; (b) any
amounts incurred for labor, materials or services that are not directly employed or
used in the performance of Landlords obligations under this Section; (c) any cost or
expense for which Landlord or the Building is reimbursed by other parties; (d) any
repairs to the Common Area necessitated by any construction in the Building; (e)
costs and expenses incurred to the extent that the same are attributable to
Landlords negligence or breach of its obligations under this Lease or any other
lease or premises in the Building; (f) costs and expenses relating to or arising from
correcting defects in, or the inadequacy of the construction of, the Building or
other improvements located in the Building; (g) costs of alterations or improvements
to the premises of other tenants in the Building; (h) interests, principal payments,
and other costs of any indebtedness encumbering the Building or any portion thereof;
(i) legal fees, space-planners fees, architectural fees, engineering fees, real
estate commissions, and marketing and advertising expenses incurred in connection
with the development, leasing, and construction of the Building or any portion




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(c)
    
    If some other method or type of assessment or taxation shall replace the
current method of assessment or the type of real estate taxes, Tenant agrees to pay
an equitable share of the same computed in a fashion consistent with the method of
computation herein provided, to the end that Tenants share thereof shall be, to the
maximum extent practicable, comparable to that which Tenant would bear under the
foregoing provisions. If a tax (other than a Federal or State net income tax) is
assessed on account of the rents or other charges payable by Tenant to Landlord under
this Lease, the Tenant agrees to pay the same within ten (10) days after billing
therefore, unless applicable law prohibits the payment of such tax by Tenant.




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(d)
    
    Landlords Initial Operating Expenses shall be Landlords expenses for the
Base Year for Calculating Landlords Base Operating Expenses set forth in Section
1.1. Landlords Operating Expenses Allocable to the Premises for any particular year
shall be determined by multiplying the difference between Landlords Operating
Expenses for the Building and Lot for the items covered by the foregoing statement
for such year and Landlords Initial Operating Expenses times a fraction, the
numerator of which is the Rentable Floor Area of Tenants Space and the denominator
of which is the Total Rentable Floor Area of the Building (Tenants Proportionate
Share). In case of special services which are not rendered to all areas on a
comparable basis, the proportion allocable to the Premises shall be the same
proportion which Rentable Floor Area of Tenants Space bears to the total rentable
floor area of the Building to which such service is so rendered (such latter area to
be determined in the same manner as the Total Rentable Floor Area of the Building).
 (e)
    
    If Tenant questions a component of the Landlords Operating Expenses as
provided by Landlord, Landlord shall, within one (1) month of Tenants request
therefore, provide Tenant with a copy of the actual invoices or other documentation
reasonably acceptable to Tenant substantiating such component.
 (f)
    
    Landlord shall maintain accurate, detailed records of Landlords Operating
Expenses at Landlords office identified on page 1 of this Lease for at least two (2)
years after delivery of the Statement to Tenant. During the six (6) months after a
Statement is submitted to Tenant, Tenant may, upon ten (10) days prior written
notice to Landlord, inspect and/or audit Landlords records of Landlords Operating
Expenses for the period covered by such Statement. If the audit shows that Tenant
paid less of Tenants pro rata share of Landlords Operating Expenses than was
actually due, Tenant shall pay the amount of the deficiency to Landlord within one
(1) month after Tenants receipt of such audit.  If the audit shows that Tenant paid
more of Tenants pro rate share of Landlords Operating Expenses than was actually
due, Landlord shall, at Tenants election, pay said excess to Tenant within one (1)
month after completion of such audit or credit such excess to Tenants next
installment of Base Rent due. If such audit shows that such Statement contains
an overstatement of Landlords Operating Expenses exceeding five percent (5%) of the
actual Landlords Operating expenses for the period covered by such Statement, then
the reasonable third party fees and expenses actually incurred by Tenant in
conducting such audit shall be paid by Landlord; otherwise, such fees and expenses
shall be paid by Tenant. If Landlord protests the conclusions of such audit, Landlord
may contest Tenants determination by giving Tenant written notice within one (1)
month following Landlords receipt of the audit report. If Landlord and Tenant
cannot mutually agree as to Tenants pro rate  share of Landlords Operating Expenses
due within one (1) month after Tenants receipt of Landlords notice of protest,
Landlord and Tenant shall jointly choose an independent Certified Public
Accountant, whose determination shall be binding upon the parties hereto. If
Landlord and Tenant fail to agree upon an independent Certified Public Accountant,
the parties agree to proceed forthwith to arbitrate the issue in accordance with the
Commercial
Arbitration Rules of the American Arbitration Association. The cost of the independent
Certified Public Accountant or the cost of arbitration shall be borne equally by the
parties, but the cost of the audit shall be borne by either Landlord or Tenant as
aforesaid.




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4.3 Lot
  4.4 Accounting
  4.5 Payment of Additional Rent
  ARTICLE 5  LANDLORDS COVENANTS
 5.1 Landlords Covenants
 (a)
    
    to furnish, through Landlords employees or independent contractors, the services
listed in Exhibit C attached hereto and made a part hereof; and
 (b)
    
    to furnish, through Landlords employees or independent contractors,
reasonable additional building operation services upon reasonable advance request of
Tenant at equitable rates from time to time established by Landlord to be paid for by
Tenant; and




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(c)
    
    except as otherwise provided in Article 7,to make such repairs to the roof,
exterior walls and glass, floor slabs and common areas and facilities of the Building as
may be necessary to keep them in serviceable and good and working condition; and
 (d)
    
    that Landlord is the fee owner of the Building and the Lot and has the right to
enter into this Lease and that Tenant, on paying the rent and performing its
obligations in this Lease, shall peacefully and quietly have, hold and enjoy the
Premises throughout the Term, subject to all the terms and provisions hereof; and
 (e)
    
    to defend, save harmless and indemnify Tenant from any liability or injury, loss,
accident or damage to any person or property and from any claims, actions, proceedings
and expenses and costs in connection therewith (including, without
limitation, reasonable counsel fees), (i) arising from the omission, fault, willful act,
negligence or other misconduct of Landlord or from any use made or thing done or
occurring on the Premises not due to the omission, fault, willful act, negligence or
other misconduct of Tenant, or (ii) resulting from the failure of Landlord to perform
and discharge its covenants and obligations under this Lease.
 5.2 Interruptions
 (a)
    
    Landlord shall not be liable to Tenant for any compensation or reduction of rent
by reason of inconvenience or annoyance or for loss of business arising from power
losses and shortages, the necessity of Landlords entering the Premises for any of the
purposes in this Lease authorized, or for repairing the Premises or any portion of the
Building or Lot however the necessity may occur except as a result of Landlords
negligence, omission, fault, willful act or other misconduct. In case Landlord is
prevented or delayed from making any repairs, alterations or improvements, or furnishing
any services or performing any other covenant or duty to be performed on Landlords
part, by reason of any cause reasonably beyond Landlords control. Landlord shall not be
liable to Tenant therefore, nor, except as expressly provided in Section 7.1, shall
Tenant be entitled to any abatement or reduction of rent by reason thereof, nor shall
the same give rise to a claim in Tenants favor that such failure constitutes actual or
constructive, total or partial, eviction from the Premises.




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(b)
    
    Landlord reserves the right to stop any service or utility system, when necessary,
by reason of accident or emergency, or until necessary repairs have been completed;
provided, however, that in each instance of stoppage, Landlord shall exercise
reasonable diligence to eliminate the cause(s) thereof. Except in case of emergency
repairs, Landlord will give Tenant reasonable advance efforts to avoid unnecessary
inconvenience to Tenant by reason thereof.
 ARTICLE 6  TENANTS COVENANTS
 6.1 Tenants Covenants
  (a)
    
    to pay when due all fixed rent and additional rent, all taxes which may be
imposed on Tenants personal property on the Premises (including, without limitation,
Tenants fixtures and equipment) regardless to whomever assessed, and all charges by
Landlord or by public utility companies for telephone, electricity, gas and any other
utility services and service inspections therefore, and all charges by public utility
companies for installation of metering devices (which charges, if not separately metered
or otherwise apportionable, shall be apportioned on a floor area basis for
multi-tenanted floors) (electricity charges for the Premises, however, are separately
metered and Tenant shall be responsible for paying such charges directly to the supplier
thereof), and all charges of Landlord for services rendered pursuant to Section 5.1; and
 (b)
    
    except as otherwise provided in Article 7 and Section 5.1 (c), to keep the
Premises in good order, repair and condition, reasonable wear and damage by fire and
casualty only excepted, and at the expiration or termination of this Lease peaceable to
yield up the Premises and all changes and additions therein in such order, repair and
condition, first removing all goods, effects and fixtures of Tenant and any items the
removal of which is required by any agreement made pursuant to Section 3.2 hereof, or
specified therein to be removed at Tenants election and which Tenant elects to remove,
and repairing all damage caused by such removal and restoring the Premises and leaving
them clean and neat; and
 (c)
    
    not inure or deface the Premises, Building or Lot, nor to permit in the Premises
any auction sale, or nuisance, or the emission from the Premises of any objectionable
noise or odor, nor to use or devote the Premises or any part thereof for any purpose
other than the Permitted Uses, nor any use thereof which is improper, offensive,
contrary to law or ordinance, or liable to invalidate or increase the premiums for any
insurance on the Building or its
contents or liable to render necessary any alteration or addition to the Building; and




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(d)
    
    not to obstruct in any manner any portion of the Building not hereby leased or
any portion thereof or of the Lot used by Tenant in common with others; not without
prior consent of Landlord to permit the painting or placing of any signs or the placing
of any curtains, blinds, shades, awnings, aerials or flagpoles, or the like, visible
from outside the Premises; and to comply with the Rules and Regulations set forth in
Exhibit D attached hereto, and all other reasonable rules and/or regulations hereafter
made by Landlord, of which Tenant has been given notice, for the case and use of the
Building and Lot and their facilities and approaches; Landlord shall not be liable to
Tenant for the failure of other tenants of the Building to conform to such Rules and
Regulations; and
 (e)
    
    to keep the Premises equipped with all safety appliances required by law or
ordinance or any other regulation of any public authority because of any use made by
Tenant other than normal office use, and to procure all licenses and permits so
required because of such use and, if requested by Landlord, to do any work so required
because of such use, it being understood that the foregoing provisions shall not be
construed to broaden in any way Tenants Permitted Uses; and
 (f)
    
    not without prior consent of Landlord to assign this Lease or sublet the
Premises; as additional rent, to reimburse Landlord promptly for reasonable legal and
other expenses incurred by Landlord in connection with any request by Tenant for
consent to a assignment or subletting up to $1,000; no assignment or subletting and no
consent of Landlord thereto shall affect the continuing primary liability of Tenant
(which, following assignment, shall be joint and several with the assignee); no consent
to any of the foregoing in a specific instance shall operate as a waiver in any
subsequent instance; and not withstanding Landlords consent, no assignment
shall be binding upon Landlord or any of Landlords mortgagees, unless Tenant shall
deliver to Landlord an instrument in recordable form which contains a covenant of
assumption by the assignee running to Landlord and all persons claiming by, through or
under Landlord, but the failure or refusal of the assignee to execute such instrument
of assumption shall not release or discharge assignee from its liability as Tenant
hereunder nor shall execution of such instrument of assumption affect the continuing
primary liability of Tenant; Landlord agrees not to unreasonably withhold or delay its
consent to an assignment or subletting, provided, however, that with respect to
any assignment or subletting, the following provisions shall apply:
 (1)
    
    Tenant shall give Landlord written notice of the assignment or
subletting no less than 45 days prior to the effective date thereof, which notice
shall set forth the identity of the proposed transferee, and the nature of the
proposed transferees business to be carried on in the Premises.




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(2)
    
    Tenant shall furnish Landlord (a) no less than 30 days prior to the
effective date of the assignment or subletting, with a current financial
statement of the proposed transferee reasonably acceptable to Landlord, and (b)
within three (3) days following Landlords demand, with all other information
reasonably requested by Landlord with respect to such transferee.
  (g)
    
    to defend, with counsel reasonably satisfactory to Landlord, save harmless and
indemnify Landlord from any liability or injury, loss, accident or damage to any person
or property and from any claims, actions, proceedings and expenses and costs in
connection therewith (including without limitation reasonable counsel fees), (i)
arising from the omission, fault, willful act, negligence or other misconduct of Tenant
or from any use made or thing done or occurring on the Premises not due to the
omission, fault, willful act, negligence or other misconduct of Landlord, or (ii)
resulting from the failure of Tenant to perform and discharge its covenants and
obligations under this Lease; and
 (h)
    
    to maintain public liability insurance on the Premises in the amounts which
shall, at the beginning of the Term, be at least equal to the limits set forth in
Section 1.1, and, from time to time during the Term, shall be for such higher amounts,
if any, as are customarily carried in the area in which the Premises are located on
property similar to the Premises and used for similar purposes, and to furnish Landlord
with certificates thereof: and
 (i)
    
    to keep all Tenants employees working in the Premises covered by workmens
compensation insurance in statutory amounts and to furnish Landlord with
certificates thereof, if such workmens compensation insurance is required under state
law; and




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(j)
    
    to permit Landlord and Landlords agents to examine the Premises at reasonable
times and upon reasonable notice, and, if Landlord shall so elect, to make any repairs
or replacements Landlord may deem necessary to avert an emergency, to remove, at
Tenants expense, any changes, additions, signs, curtains, blinds, shades, awning(s),
aerials, flagpoles, or the like, not consented to in writing, and to show the Premises
to prospective tenants during six (6) months preceding the expiration of the Term
hereof and to prospective purchasers and mortgagees at all reasonable times upon
reasonable appointment with Tenant; and
 (k)
    
    not to place a load upon the Premises exceeding an average rate of 80 pounds of
live load per square foot of floor area; and not to move any safe, vault or other heavy
equipment in, about or out of the Premises except in such manner and at such times as
Landlord shall in each instance authorize; Tenants business machines and mechanical
equipment which cause vibration or noise that may be transmitted to the Building
structure or to any other leased space in the Building shall be placed and maintained
by Tenant in settings of cork, rubber, spring or other type of vibration eliminators
sufficient to eliminate all such vibrations or noise; and
 (1)
    
    all the furnishings, fixtures, equipment, effects and property of every kind,
nature and description of Tenant and of all persons claiming by, through or under
Tenant which, during the continuance of this Lease or any occupancy of the Premises by
Tenant or anyone claiming under Tenant, may be on the Premises or elsewhere in the
Building, shall be at the sole risk and hazard of Tenant, and if the whole or any part
thereof shall be destroyed or damaged by fire, water or otherwise, or by the leakage or
bursting of pipes, steam pipes or other pipes, by theft or from any other cause, no
part of said loss or damage is to be charged to or borne by Landlord; and
 (m)
    
    not to suffer or permit any liens to stand against the Premises by reason of
work, labor services or materials done for or at the request of Tenant; Tenant shall
cause any such liens to be immediately discharged within thirty (30) days after the
date of any such lien(s) being filed thereof; and
 (n)
    
    in case Landlord shall, without any fault on its part, be made party to any
litigation commenced by or against Tenant or by or against any parties in possession of
the Premises or any party thereof claiming under Tenant, to pay, as additional rent,
all costs including, without limitation, reasonable attorney fees, incurred by or
imposed upon Landlord in connection with such litigation, and also to pay, as
additional rent, all such costs and fees incurred by Landlord in connection with the
successful enforcement by Landlord of any obligations of Tenant under this Lease,
however, Landlord shall pay to Tenant all such
costs, fees and attorneys fees incurred by Tenant in connection with any action in
which Tenant prevails incurred as a result of the Lease; and




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(o)
    
    not to allow any of the Tenants employees, agents, etc., to park illegally, i.e.
in fire lanes, traffic lanes, spaces marked for visitors, handicapped or reserved
parking, etc.; and
 (p)
    
    not to allow any of Tenants employees, agents, etc. to smoke anywhere in the
building, including the Leased Premises, hallways, corridors, bathrooms, etc., as the
Building is a Smoke Free building.
 ARTICLE 7  CASUALTY AND TAKING
 7.1 Casualty and Taking
 (a)
    
    In case during the Term all or any substantial part of the Premises are damaged
materially by fire or other casualty or by action of public or other authority in
consequence thereof, or are taken by eminent domain or Landlord receives compensable
damage by reason of anything lawfully done in pursuance of public or other authority (a
Material Event subject to Section 7.1(c) below), this Lease shall terminate at
Landlords or Tenants election, which may be made notwithstanding that Landlords
entire interest may have been divested, by notice given to the other within sixty (60)
days after the notice given by Landlord pursuant to Section 7.1(c) hereof, which notice
shall specify the effective date of termination. Tenant shall also have the right to
terminate as described above (i) in the event of substantial damage to or taking of the
Building or Lot that renders Tenant unable to conduct its business in the Premises, or
(ii) in the event of damage to the Premises in the last ninety (90) days of the Term,
which damage renders the Premises untenantable for more than fifteen (15) days.
 (b)
    
    In case, during the Term, all or any substantial part of the Building or the Lot
are damaged materially by fire or other casualty or by action of public or other
authority in consequence thereof, or are taken by eminent domain or Landlord receives
compensable damage by reason of anything lawfully done in pursuance of public or
other authority (a Material Event subjection to Section 7.1(c) below), this Lease
shall terminate at Landlords election, which may be made notwithstanding that
Landlords entire interest may have been divested, by notice given to Tenant within
sixty (60) days after the occurrence of the notice given by Landlord pursuant to Section
7.1(c) hereof, which notice shall specify the effective date of termination.




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(c)
    
    The effective date of any termination by Landlord or Tenant under this Section
7.1 shall not be less than fifteen (15) days nor more than thirty (30) days after the
date of such notice of termination. For all purposes of this Section 7.1., no
damage or taking shall be considered a Material Event unless the time needed for
Landlord to do the construction work necessary to put the Premises, Building or Lot or
the remainder in proper condition for use and occupancy is reasonably estimated by
Landlord to exceed six (6) months, or if more than thirty percent (30%) of the Lot, the
Building or the Premises are so taken. In case of any such damage or taking, Landlord
shall notify Tenant within thirty (30) days after the occurrence thereof of Landlords
estimate of the time needed to do the construction work necessary to put the Premises,
Building or Lot or the remainder in proper condition for use and occupancy, or of the
percentage of the Building, Lot or Premises taken.
 (d)
    
    If in any such case, the Premises are rendered unfit for use and occupancy and
the Lease is not so terminated, Landlord shall use due diligence (following the
expiration of all periods in which either party may terminate this Lease pursuant to the
foregoing provisions of this Section 7.1) to put the Premises, or in case of taking
what may remain thereof (excluding any items installed or paid for by Tenant that Tenant
may be required to remove pursuant to Section 3.2), into proper condition for use and
occupancy and a just proportion of the fixed rent and additional rent according to the
nature and extent of the injury shall be abated until the Premises or such remainder
shall have been put by Landlord in such condition, and in case of a taking that
permanently reduces the area of the Premises, a just proportion of the fixed rent and
additional rent shall be abated for the remainder of the Term.
 7.2 Reservation of Award




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ARTICLE 8  RIGHTS OF MORTGAGEE
 8.1 Subordination
  8.2 Entry Other Than For Foreclosure
  8.3 Entry For Foreclosure




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8.4 No Prepayment
  8.5 No Release or Termination
  8.6 No Modification Etc.
  8.7 Continuing Offer




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8.8 Implementation
  8.9 Financing
  ARTICLE 9  DEFAULTS
 9.1 Events of Default
 (a)
    
    If Landlord contends that Tenant has neglected or failed to perform any of
Tenants covenants, agreements or obligations hereunder, Landlord shall notify Tenant in
writing accordingly, specifying the alleged neglect or failure. Such notice having been
given by Landlord, Tenant shall:
 (1)
    
    in the case of alleged failure to pay fixed rent, make payment in
FULL within seven (7) days after notice thereof; and
 (2)
    
    in the case of alleged neglect or failure to perform any of
Tenants covenants, agreements or obligations hereunder, other than the
obligation to pay fixed rent:
 (i)
    
    correct the matters complained of in such notice
within thirty (30) days after notice thereof (or, if more than thirty (30)
days are reasonably required to complete such correction, begin such
correction within such thirty (30) days and thereafter prosecute the
correction to such default to completion with due diligence), or
 (ii)
    
    notify Landlord within such thirty (30) day period
that Tenant disputes the matters contained in such notice and at the same
time serve on Landlord a copy of a demand for arbitration of the matter
disputed and otherwise proceed to arbitration under Article 11 hereof. If
the decision of the arbitrator pursuant to Article 11 is adverse to
Tenant, in whole or in part, Tenant shall forthwith begin to correct the
matters complained of by Landlord or that portion thereof as to which the
decision shall have been adverse to Tenant, and Tenant shall complete the
same within thirty (30) days after
such decision, or if more than thirty (30) days are reasonably required to
complete such correction, begin such correction within such thirty (30)
days and thereafter prosecute the correction of such default to completion
with due diligence. If so requested by either party, the arbitrator shall
establish the time in excess of thirty (30) days reasonably required for
such completion and the same shall be completed within such time, subject
to unavoidable delay.




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(b)
    
    In the event that:
 (1)
    
    Tenant fails to comply with subparagraph (1) above with respect to
fixed rent defaults or Tenant fails to comply with either subclause (i) or (ii)
or subparagraph (2) above with respect to non-performance of any other covenant,
agreement or obligation contained herein; or
 (2)
    
    any assignment shall be made by Tenant or any guarantor of Tenant
for the benefit of creditors; or
 (3)
    
    Tenants leasehold interest shall be taken on execution; or
 (4)
    
    a lien or other involuntary encumbrance is filed against
Tenants leasehold interest or Tenants other property, including said leasehold
interest, and is not discharged within ten (10) days thereafter; or
 (5)
    
    a petition is filed by Tenant or any guarantor of Tenant for
adjustment as a bankrupt, or for reorganization or an arrangement under any
provision of the Bankruptcy Act as then in force and effect; or
 (6)
    
    an involuntary petition under any of the provisions of said
Bankruptcy Act is filed against Tenant or any guarantor of Tenant and such
involuntary petition is not dismissed within sixty (30) days thereafter;




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9.2 Tenants Obligations After Termination
 (a)
    
    In the event that this Lease is terminated under any of the provisions of Section
9.1 or is otherwise terminated for breach of any obligation of Tenant, Tenant
covenants to pay forthwith to Landlord, as compensation, the excess of the total rent
reserved for the residue of the Term (discounted over the balance of the Term at a
rate of seven percent (7%)) over the fair market rental value of the Premises for said
residue of the Term. In calculating the rent reserved there shall be included, in
addition to the fixed rent and all additional rent, the value of all other
considerations agreed to be paid or performed by Tenant for said residue. Tenant
further covenants as an additional and cumulative obligation after any such
termination to pay punctually to Landlord all the sums and perform all the obligations
which Tenant covenants in this Lease to pay and to perform in the same manner and to
the same extent and at the same time as if this Lease had not been terminated. In
calculating the amounts to be paid by Tenant under paragraph 9.2(b) below, Tenant
shall be credited with any amount paid to Landlord as compensation in accordance with
this Section 9.2 and also with the net proceeds of any rent obtained by Landlord by
reletting the Premises, after deducting all of Landlords expenses in connection with
such reletting, including, without limitation, all repossession costs, brokerage
commissions, fees for legal services and expense of preparing the Premises for such
reletting. Landlord shall have a duty to mitigate its damages. Tenant agrees that
Landlord may (i) relet the Premises or any part or parts thereof for a term or terms
which may, at Landlords option, be equal to, less than or greater than the period
which would otherwise have constituted the balance of the Term and may grant such
concessions and free rent as Landlord, in its sole judgment, considers advisable or
necessary to relet the same, and (ii) make such alterations, repairs and decorations
in or to the Premises as Landlord, in its sole judgment, considers advisable or
necessary to relet the same. Any action of Landlord in accordance with this Section
9.2 or any failure of Landlord to relet or to collect rent after reletting shall not
operate or be construed to release or reduce Tenants liability as aforesaid.
 (b)
    
    In lieu of any other damages or indemnity and in lieu of full recovery by
Landlord of all sums payable under paragraph 9.2(a) above, Landlord may, by written
notice to Tenant, at any time after this Lease is terminated under any of the
provisions contained in Section 9.1 or is otherwise terminated for breach of any
obligation of Tenant and before such full recovery, elect to recover, and Tenant shall
thereupon pay, as liquidated damages, an amount equal to the aggregate of the fixed
rent and additional rent accrued under Article IV in the twelve (12) months ended next
prior to such termination plus the amount of fixed rent and additional rent of any kind
accrued and unpaid at the time of termination and less the amount of any recovery by
Landlord under paragraph 9.2(a) up to the time of payment of such liquidated damages
and Landlord shall have no further right to recover any other damages from Tenant as a
result of any default, termination or any other provision under the Lease.




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(c)
    
    Nothing contained in this Lease shall limit or prejudice the right of Landlord to
prove for an 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 damaged referred to above.
 9.3 Landlords Default
   (i)
    
    To seek injunctive relief or specific performance to cure such default and to
seek reimbursement for those costs incurred by Tenant in curing any such default of
Landlord, including, without limitation, any fines, fees, reasonable attorneys fees and
any other charges, payments, costs and expenses so incurred by Tenant and any losses or
damages suffered by Tenant as a result of such default.
 (ii)
    
    To terminate this Lease and the term hereby created, whereupon Tenant shall be
entitled to recover the Security Deposit and any rent paid in advance to Landlord
hereunder.
 ARTICLE 10  MISCELLANEOUS
 10.1 Measurement




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10.2 Titles
  10.3 Notice of Lease
  10.4 Consent
  10.5 Notices
  
 10.6 Bind and Inure




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10.7 No Surrender
  10.8 No Waiver, etc.
  10.9 No Accord and Satisfaction
  10.10 Cumulative Remedies
  10.11 Partial Invalidity




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10.12 Right to Cure Default
 (a)
    
    If Tenant shall at any time default in the performance of any obligation under
this Lease and Landlord has delivered to Tenant notice of such default as provided
herein, Landlord shall have the right, but shall not be obligated, to enter upon the
Premises and to perform such obligation notwithstanding the fact that no specific
provisions for such substituted performance by Landlord is made in this Lease with
respect to such default. Except in case of emergency, these rights shall be exercised
only after thirty (30) days prior written notice from Landlord to Tenant of Landlords
intention to do so. In performing such obligation, Landlord may make any reasonable
payment of money or perform any other act. All sums so paid by Landlord, together with
interest at the rate of twelve percent (12%) per annum, and all necessary incidental
costs and expenses in connection with the performance of any such act by Landlord shall
be deemed to be additional rent under this Lease and shall be payable to Landlord within
thirty (30) days of receipt of an invoice stating the cost and expenses incurred and the
services performed. Landlord may exercise the foregoing rights without waiving any other
of its rights or releasing Tenant from any of its obligations under this Lease.
 10.13 Estoppel Certificate




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10.14 Waiver of Subrogation
  10.15 Brokerage
  10.16 Security Deposit
  ARTICLE 11  ARBITRATION




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LANDLORD:
    
    TENANT:ATLANTIC-PHILADELPHIA REALTY LLCBY:
    
    /s/ David A. Capobianco
    
    BY:
    
    /s/ Douglas GodshallPrint Name:
    
    David A. Capobianco
    
    
    
    Print Name:
    
    Douglas GodshallTitle:
    
    Manager
    
    
    
    Title:
    
    President CEO




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EXHIBIT A
 Description of Lot
  WESTERLY:
    
    by Newbury Street by two courses together totaling two
hundred twenty-two and 19/100 (222.19) feet;NORTHEASTERLY:
    
    by an existing thirty-foot drain easement two hundred
forty-nine and 68/100 (249.68) feet;SOUTHEASTERLY:
    
    by land now or formerly of Zayre Eighth Realty Corp., two
hundred sixty-three and 84/100 (263.84) feet;NORTHEASTERLY:
    
    by land now or formerly of said Zayre, by two courses
together totalling two hundred fifteen and 80/100 (215.80)
feet;EASTERLY:
    
    by land now or formerly of Worcester Terminal Corporation
one hundred forty-three and 90/100 (143.90) feet;SOUTHWESTERLY:
    
    by land now or formerly of said Worcester and land now or
formerly of Rudolph F. and Ruth E. Recke, four hundred six
and 18/100 (406.18) feet;WESTERLY:
    
    by Newbury Street one hundred fifty-six (156.00) feet;NORTHEASTERLY:
    
    by Lot 5 on said Plan, one hundred twenty (120.00) feet;SOUTHEASTERLY:
    
    by Lot 5 on said Plan, sixty-two (62.00) feet; andSOUTHWESTERLY:
    
    by Lot 5 on said Plan, one hundred thirty-six and 56/100(136.56)
feet.
 205 Newbury Street. Framingham, Mass.




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EXHIBIT B
 Floor Plan of Tenants Space  SEE ATTACHED




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EXHIBIT C
 SERVICES BY LANDLORD
 1.
    
    A heating and air conditioning system which will keep the entire Premises, other than storage
areas, file rooms, closets, etc., at a comfortable temperature for general office use, during
normal office/business operating hours.
   2.
    
    (a) Overhead fluorescent light fixtures.
  3.
    
    Hot and cold water for lavatory and drinking purposes.4.
    
    Toilet supplies in lavatories, including soap, paper or cloth towels and toilet tissue.5.
    
    Janitor services in accordance with the following schedule and to be accomplished after
normal business hours (after 6:00 P.M.):
 a)
    
    Entrance Door glass will be cleaned nightly.b)
    
    Entrance Floor will be cleaned and/or polished nightly.c)
    
    Broadloom Carpet areas will be vacuumed nightly. Will be shampooed
upon request, at additional cost to Tenant.d)
    
    Wastepaper Containers will be emptied nightly. Plastic liner bags for
wastepaper containers will be provided and liners will be changed once a week.e)
    
    Water Fountains will be
 cleaned/polished and sanitized nightly.




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f)
    
    Washrooms will be cleaned and serviced nightly. This will include
refilling paper towels, toilet tissue and soap dispensers. Emptying and cleaning of
all used towel and trash containers. Clean all stainless steel fixtures. Clean
toilets. Wash and sanitize all wash basins and shelves. Clean all mirrors. Remove all
disfigurations, such as ink marks, drawings, etc. from all stool partitions and walls.
Floors will be mopped nightly.g)
    
    Scuff Marks will be removed nightly from all scuff plates on doors.h)
    
    Tile Floors will be swept nightly and a treated dust preventable mop.
All corridors and office floors will be cleaned or polished, as needed, nightly.
Floors will be stripped as necessary.i)
    
    Time of Operation  Services to be performed five (5) nights
per week after end of normal working hours (after 6:00 p.m.)
 6.
    
    Proper care of grounds surrounding the leased premises, including care of lawns and shrubs
and including maintaining such grounds neat, clean and free of litter.
 7.
    
    Maintain and keep clean the sidewalks and parking areas in front of and around the building
and remove all snow therefrom.
 8.
    
    Maintain the Premises and Building in accordance with other first class office buildings in the
Framingham Area.




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EXHIBIT D
 RULES AND REGULATIONS
 1.
    
    The Landlord should be notified at once of any trouble with heating, lighting or plumbing
fixtures. Tenants will make reasonable efforts to not leave windows of premises open or
unlocked and not to leave the doors of the premises unlocked at night.
 2.
    
    The sidewalks, entries, halls and stairways shall not be obstructed by any of the tenants or
used by them for any other purpose than for ingress and egress to and from their respective
premises, and no articles or rubbish, of any kind, shall be left therein.
 3.
    
    No toilet fixture shall be used for any purpose other than that which it is intended and no
sweepings, rubbish, rags, ashes, or other substances shall be thrown therein; any damage
resulting from so doing shall be born by the tenant causing.
 4.
    
    The weight and position of all safes shall be subject to the approval of Landlord.
 5.
    
    Lettering on doors, tablets and building directory shall be subject to the approval of
Landlord. No lettering shall be allowed on outside windows.
 6.
    
    No wires for telephone service, electric lights, messenger service or any other purpose shall
be put in the premises without the prior consent of Landlord, which consent shall not be
unreasonably delayed or withheld.
 7.
    
    No glass in doors or elsewhere through which light is admitted into any part of the building
shall be covered, nor such light obstructed.
 8.
    
    No animals or birds shall be kept in or about the building.
 9.
    
    All freight, furniture, etc., must be received and delivered through the SIDE entrance unless
otherwise pre-authorized by Landlord and an appointment MUST be made with the Landlord to move
furniture into or from the building, but special arrangements MUST be made with the Landlord
for the moving of all safes.
 10.
    
    Nothing shall be thrown or taken from the windows or doors or in the corridors, nor shall
anything be left outside the building on the window sills of the premises.
 11.
    
    No person shall loiter in the halls, corridors or lavoratories.
 12.
    
    The Landlord, its employees and other proper persons employed by Landlord shall have access,
at all reasonable times, to perform their duties in the upkeep and care of the leased
premises.




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13.
    
    No tenant shall use any method of heating other than that provided for in the tenants
lease, without special arrangements pre-authorized by Landlord.
 14.
    
    The Landlord reserves the right to make any such other further rules and regulations as in
its judgment may, from time to time, be needful for the safety, care and cleanliness of the
premises and building and for the preservation of good order therein. Landlord shall uniformly
enforce all rules and regulations.
 15.
    
    Any damage done to the building or premises or person or property therein, in consequence of
any breach of any of the rules and regulations, shall be borne by the tenant, if tenant is
responsible for such damage(s).
 16.
    
    No person shall smoke in ANY of the common areas, halls, corridors, lavatories, stairwells,
entry ways of the building, or in tenants respective leased premises the Building is a Smoke
Free building.
 17.
    
    Tenants, and all of their employees, agents, etc., shall not park illegally; i.e. no parking
in fire lands, traffic lanes, visitor or handicapped spaces, reserved spaces, etc. Tenants so
parked may be towed and the owner of any towed vehicle will be solely responsible for the
costs incurred for same.
 18.
    
    During the applicable holiday season, no live plants, trees, etc., shall be place in or
near the premises or anywhere in the Building by tenants.




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EXHIBIT E
 ESTOPPEL CERTIFICATE
 TO:
 RE:
    
    Lease Dated:Lease Amendments (if any) Dated:Landlord: Atlantic-Philadelphia Realty LLCDemised Premises:
   1.
    
    A true and accurate copy of the Lease is attached hereto. The Lease represents the entire
understanding between Landlord and Tenant with respect to the leasing of the Demised Premises
and, except as modified by the Lease Amendments noted above (if any), has not been otherwise
altered, modified or amended. The Lease has been duly authorized, executed and delivered by
Tenant, is in full force and effect in accordance with its terms, and constitutes a legally
valid instrument, binding and enforceable against Tenant in accordance with its terms, subject
only to applicable limitations imposed by laws relating to bankruptcy and creditors rights.
 2.
    
    Tenant
has accepted possession of the Demised Premises and is in occupancy
 under the Lease. The initial term of the Lease commenced on  _____  and expires on
_____. Tenant has
 _____ 
right to extend the
original term of the Lease as set forth in the Lease (or has no right, whichever is
applicable) and Tenant has no right to acquire or purchase the Demised Premises or any portion
thereof or interest therein.




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3.
    
    The obligation to pay rent under the Lease commenced on All rent payable by Tenant through
the date of this letter has been paid. Rent has not been paid for any period beyond the now
current monthly rent due, except as expressly provided in the
Lease including but not limited to the Security Deposit and Tenants proportionate share of
Landlords Operating Expenses. To the best of Tenants knowledge, there exists no default
with respect to any of the terms, covenants and conditions of the Lease by the Landlord or
the Tenant to be performed, and there is no condition or event which could ripen into a
default upon the lapse of time or the giving of notice. There are no offsets, deductions,
or credits against the rents due and payable under the Lease.
  TENANT:
 BY:(duly authorized)Print/Type Name & Title:




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EXHIBIT F   DESCRIPTION OF LANDLORDS WORK
 Landlord will create the space to be as shown on the attached plan, by building and
relocating the walls as shown on the plan, and will paint and carpet the Premises.