<PAGE>

                                                                   Exhibit 10.19

                                      LEASE

                     RAR2-CROSBY CORPORATE CENTER QRS, INC.,
                             a Maryland corporation

                                    Landlord,

                                       and

                         SOUNDBITE COMMUNICATIONS, INC.,
                             a Delaware corporation

                                     Tenant

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
1.    USE AND RESTRICTIONS ON USE........................................     1
2.    TERM...............................................................     3
3.    RENT...............................................................     4
4.    RENT ADJUSTMENTS...................................................     4
5.    SECURITY DEPOSIT...................................................     7
6.    ALTERATIONS........................................................     9
7.    REPAIR.............................................................     9
8.    LIENS..............................................................    10
9.    ASSIGNMENT AND SUBLETTING..........................................    10
10.   INDEMNIFICATION....................................................    12
11.   INSURANCE..........................................................    12
12.   WAIVER OF SUBROGATION..............................................    13
13.   SERVICES AND UTILITIES.............................................    13
14.   HOLDING OVER.......................................................    14
15.   SUBORDINATION......................................................    14
16.   RULES AND REGULATIONS..............................................    15
17.   REENTRY BY LANDLORD................................................    15
18.   DEFAULT............................................................    15
19.   REMEDIES...........................................................    16
20.   TENANT'S BANKRUPTCY OR INSOLVENCY..................................    18
21.   QUIET ENJOYMENT....................................................    19
22.   CASUALTY...........................................................    19
23.   EMINENT DOMAIN.....................................................    20
24.   SALE BY LANDLORD...................................................    21
25.   ESTOPPEL CERTIFICATES..............................................    21
26.   SURRENDER OF PREMISES..............................................    21
27.   NOTICES............................................................    22
28.   TAXES PAYABLE BY TENANT............................................    22
29.   INTENTIONALLY DELETED..............................................    22
30.   PARKING............................................................    22
31.   DEFINED TERMS AND HEADINGS.........................................    23
32.   TENANT'S AUTHORITY.................................................    24
33.   FINANCIAL STATEMENTS AND CREDIT REPORTS............................    24
34.   COMMISSIONS........................................................    24
35.   TIME AND APPLICABLE LAW............................................    24
36.   SUCCESSORS AND ASSIGNS.............................................    24
37.   ENTIRE AGREEMENT...................................................    24
</TABLE>


                                        i

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
38.   EXAMINATION NOT OPTION.............................................    24
39.   RECORDATION........................................................    25
40.   USE OF BACK-UP GENERATOR AND OTHER COMPONENTS......................    25
41.   OPTION TO EXTEND...................................................    25
42.   TERMINATION OPTION.................................................    26
43.   EXPANSION RIGHTS...................................................    27
44.   LIMITATION OF LANDLORD'S LIABILITY.................................    29
</TABLE>

EXHIBIT A - FLOOR PLAN DEPICTING THE PREMISES
EXHIBIT A-1 - SITE PLAN
EXHIBIT B - INITIAL ALTERATIONS
EXHIBIT C - COMMENCEMENT DATE MEMORANDUM
EXHIBIT D - RULES AND REGULATIONS
EXHIBIT E - APPLICABLE EXPANSION SPACE
EXHIBIT F - LEGAL DESCRIPTION FOR PARCEL
EXHIBIT G - CONCEPT PLAN FOR CAFETERIA AND CONFERENCE CENTER
EXHIBIT H - CONCEPT PLAN FOR FITNESS CENTER
EXHIBIT I - LANDLORD'S CLEANING SPECIFICATIONS
EXHIBIT J - NOTICE OF LEASE
EXHIBIT K - LETTER OF CREDIT BANK'S EXISTING CREDIT RATING


                                       ii

<PAGE>

                                  OFFICE LEASE

                                 REFERENCE PAGES

<TABLE>
<S>                              <C>
BUILDING:                        22 Crosby Drive
                                 Bedford, Massachusetts 01730

PARCEL:                          The land with the buildings and other
                                 improvements thereon commonly known and
                                 numbered as 20, 22, 24, 26, 28 and 30 Crosby
                                 Drive, Bedford, Massachusetts, together with
                                 any connecting corridors between or among such
                                 buildings. The Building is one of six (6)
                                 buildings currently located in an office park
                                 complex called "Crosby Corporate Center." The
                                 legal description for the Parcel is attached
                                 hereto as EXHIBIT F.

LANDLORD:                        RAR2-CROSBY CORPORATE CENTER QRS, INC., a
                                 Maryland corporation

LANDLORD'S ADDRESS:              c/o RREEF Management Company
                                 Attn: Patrick S. Bodden, Sr. Leasing Property
                                       Manager
                                 34 Crosby Drive
                                 Bedford, Massachusetts 01730

WIRE INSTRUCTIONS AND/OR         RAR2-CROSBY CORPORATE CENTER
ADDRESS FOR RENT PAYMENT:        75 Remittance Drive, Suite 1093
                                 Chicago, Illinois 60675

LEASE REFERENCE DATE:            May ___,2007

TENANT:                          SOUNDBITE COMMUNICATIONS, INC., a Delaware
                                 corporation

TENANT'S NOTICE ADDRESS:

     (a)  As of beginning of     22 Crosby Drive
          Term:                  Suite 200
                                 Bedford, Massachusetts 01730

     (b)  Prior to beginning     2 Burlington Woods Drive
          of Term (if            Burlington, Massachusetts 01803
          different):

PREMISES ADDRESS:                22 Crosby Drive
                                 Suite 200
                                 Bedford, Massachusetts 01730

PREMISES RENTABLE AREA:          Approximately 36,799 sq. ft. located on the
                                 second (2nd) floor of the Building and depicted
                                 on the floor plan attached hereto as EXHIBIT A.

BUILDING RENTABLE AREA:          Approximately 54,067 sq. ft.

COMMENCEMENT DATE:               The later of (a) July 1, 2007, or (b) the date
                                 upon which the "Landlord's Work" (as defined in
                                 Exhibit B) has been substantially completed as
                                 determined under EXHIBIT B.
</TABLE>


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       iii

<PAGE>

<TABLE>
<S>                              <C>
TERM:                            Approximately six (6) years, beginning on the
                                 Commencement Date and ending on the Termination
                                 Date. The period from the Commencement Date to
                                 the last day of the same month is the
                                 "Commencement Month."

OPTION TO EXTEND:                Tenant's option to extend the Term for one (1)
                                 period of five (5) years, as provided in
                                 Section 41.

TERMINATION DATE:                The last day of the seventy-second (72nd) full
                                 calendar month after the Commencement Date (if
                                 the Commencement Month is not a full calendar
                                 month), or the last day of the seventy-two (72)
                                 month period that begins with and includes (if
                                 the Commencement Month is a full calendar
                                 month), the Commencement Month.
</TABLE>

ANNUAL RENT and MONTHLY INSTALLMENT OF RENT(Article 3):

<TABLE>
<CAPTION>
                   PERIOD                     RENTABLE   ANNUAL RENT                   MONTHLY
-------------------------------------------    SQUARE     PER SQUARE                 INSTALLMENT
        FROM                 THROUGH           FOOTAGE       FOOT      ANNUAL RENT     OF RENT
-------------------   ---------------------   --------   -----------   -----------   -----------
<S>                   <C>                     <C>        <C>           <C>           <C>
Commencement Date     End of the two           36,799       $ 0.00     $      0.00    $     0.00
                      hundred forty (240)
                      day period that
                      begins on the
                      Commencement Date
                      (the "Free Base Rent
                      Period")

The first (1st)       End of Month 12,         36,799       $20.00     $735,980.00    $61,331.67
day after the Free    which shall mean the
Base Rent Period      end of the twelfth
(the "Rent            (12th) full calendar
Commencement Date")   month after the
                      Commencement Month
                      (if the Commencement
                      Month shall be a
                      partial month) or
                      shall mean the end of
                      the twelve (12) month
                      period that includes
                      the Commencement
                      Month (if the
                      Commencement Month
                      shall be a full
                      calendar month).

Month 13              End of Month 24          36,799       $21.00     $772,779.00    $64,398.25

Month 25              End of Month 36          36,799       $22.00     $809,578.00    $67,464.83

Month 37              End of Month 48          36,799       $23.00     $846,377.00    $70,531.42

Month 49              End of Month 60          36,799       $24.00     $883,176.00    $73,598.00

Month 61              Termination Date         36,799       $25.00     $919,975.00    $76,664.58
</TABLE>


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       iv

<PAGE>

Notwithstanding anything to the contrary set forth above, Tenant shall pay for
its electricity for the Premises for lights, outlets/plugs and a dedicated
cooling unit for the Premises only, during the Free Base Rent Period in
accordance with the terms and provisions of this Lease.

<TABLE>
<S>                              <C>
BASE YEAR (EXPENSES):            Calendar Year 2007.

BASE YEAR (TAXES):               Fiscal Year 2008 (meaning, the twelve (12)
                                 month period commencing on July 1, 2007 and
                                 ending June 30, 2008).

TENANT'S PROPORTIONATE SHARE     Sixty-eight and six/one hundredths percent
FOR EXPENSES:                    (68.06%), which percentage is derived at by
                                 dividing the Premises Rentable Area (i.e.,
                                 36,799 sq. ft.) by the Building Rentable Area
                                 (i.e., 54,067 sq. ft.) and multiplying the
                                 result by 100.

TENANT'S PROPORTIONATE SHARE     Eleven and ten/one hundredths percent (11.10%),
FOR TAXES:                       which percentage is derived at by dividing the
                                 Premises Rentable Area (i.e., 36,799 sq. ft.)
                                 by the Rentable Square Footage of the Parcel
                                 (i.e., 331,390 sq. ft.) and multiplying the
                                 result thereof by 100.

SECURITY DEPOSIT:                Four Hundred Twenty-Five Thousand Nine Hundred
                                 Eighty-One and 00/100 Dollars ($425,981.00),
                                 subject to reduction in accordance with the
                                 provisions of Section 5.1.8.

AFTER-HOURS HVAC COST:           $30.00 per unit per hour, subject to change at
                                 any time.

PARKING                          129 non-exclusive parking spaces (See Article
                                 30 on Parking).

REAL ESTATE BROKERS DUE          Cushman & Wakefield of Massachusetts, Inc. on
COMMISSIONS:                     behalf of Landlord, and Richard Barry Joyce &
                                 Partners on behalf of Tenant.

TENANT'S SIC CODE:               7371

BUILDING BUSINESS HOURS:         8 a.m. to 6 p.m., Monday through Friday; 8 a.m.
                                 to 1 p.m., Saturday.

AMORTIZATION RATE:               Ten percent (10%).
</TABLE>

The Reference Pages information is incorporated into and made a part of the
Lease. In the event of any conflict between any Reference Pages information and
the Lease, the Lease shall control. This Lease includes EXHIBITS A through J,
all of which are made a part of this Lease.


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                        v
<PAGE>

LANDLORD:                               TENANT:

RAR2-CR0SBY CORPORATE CENTER QRS,       SOUNDBITE COMMUNICATIONS, INC., a
INC., a Maryland corporation            Delaware corporation

By: RREEF Management Company, a
    Delaware corporation, Authorized
    Agent


By: /s/ David F. Crane                  By: /s/ PETER SHIELDS
    ---------------------------------       ------------------------------------
Name: David F. Crane                    Name: PETER SHIELDS
Title: District Manager                 Title: CEO
Dated: 5/18/07                          Dated: 5/15/07


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       vi

<PAGE>

                                      LEASE

     By this Lease Landlord leases to Tenant and Tenant leases from Landlord the
Premises in the Building as set forth and described on the Reference Pages. The
Premises are depicted on the floor plan attached hereto as EXHIBIT A, and the
Building is depicted on the site plan attached hereto as EXHIBIT A-l. The
Reference Pages, including all terms defined thereon, are incorporated as part
of this Lease.

1. USE AND RESTRICTIONS ON USE.

     1.1 The Premises are to be used solely for general office purposes. Tenant
shall not do or permit anything to be done in or about the Premises which will
in any way obstruct or interfere with the rights of other tenants or occupants
of the Building or injure, annoy, or disturb them, or allow the Premises to be
used for any improper, immoral, unlawful, or objectionable purpose, or commit
any waste. Tenant shall not do, permit or suffer in, on, or about the Premises
the sale of any alcoholic liquor without the written consent of Landlord first
obtained. Tenant shall comply with all governmental laws, ordinances and
regulations applicable to the use of the Premises and its occupancy and shall
promptly comply with all governmental orders and directions for the correction,
prevention and abatement of any violations in the Building or appurtenant land,
caused or permitted by, or resulting from the specific use by, Tenant (as
opposed to violations related to the Building in general, so long as such
violations are not a result of Tenant's or Tenant Entities' (as hereinafter
defined) acts or omissions), or in or upon, or in connection with, the Premises,
all at Tenant's sole expense. Tenant shall not do or permit anything to be done
on or about the Premises or bring or keep anything into the Premises which will
in any way increase the rate of, invalidate or prevent the procuring of any
insurance protecting against loss or damage to the Building or any of its
contents by fire or other casualty or against liability for damage to property
or injury to persons in or about the Building or any part thereof. Following the
Commencement Date, Tenant shall be responsible for ensuring that the Premises
comply with the Americans With Disabilities Act of 1990, and any amendments
thereto, at Tenant's sole cost and expense, excluding, however, the Landlord's
Work as of the Commencement Date and any other construction, repairs or
maintenance work undertaken in the Premises by Landlord or its contractors
during the Term. Subject to emergencies, Landlord's after-hours security
measures and events beyond Landlord's reasonable control, Tenant shall have
access to the Premises on a 24-hours, 7-day a week basis.

     1.2 Tenant shall not, and shall not direct, suffer or permit any of its
agents, contractors, employees, licensees or invitees (collectively, the "Tenant
Entities") to at any time handle, use, manufacture, store or dispose of in or
about the Premises or the Building any (collectively "Hazardous Materials")
flammables, explosives, radioactive materials, hazardous wastes or materials,
toxic wastes or materials, or other similar substances, petroleum products or
derivatives or any substance subject to regulation by or under any federal,
state and local laws and ordinances relating to the protection of the
environment or the keeping, use or disposition of environmentally hazardous
materials, substances, or wastes, presently in effect or hereafter adopted, all
amendments to any of them, and all rules and regulations issued pursuant to any
of such laws or ordinances (collectively "Environmental Laws"), nor shall Tenant
suffer or permit any Hazardous Materials to be used in any manner not fully in
compliance with all Environmental Laws, in the Premises or the Building and
appurtenant land or allow the environment to become contaminated with any
Hazardous Materials. Notwithstanding the foregoing, Tenant may handle, store,
use or dispose of products containing small quantities of Hazardous Materials
(such as aerosol cans containing insecticides, toner for copiers, paints, paint
remover and the like) to the extent customary and necessary for the use of the
Premises for general office purposes; provided that Tenant shall always handle,
store, use, and dispose of any such Hazardous Materials in a safe and lawful
manner and never allow such Hazardous Materials to contaminate the Premises,
Building and appurtenant land or the environment. Tenant shall protect, defend,
indemnify and hold each and all of the Landlord Entities (as defined in Article
31) harmless from and against any and all loss, claims, liability or costs
(including court costs and attorney's fees) incurred by reason of any actual or
asserted failure of Tenant to fully comply with all applicable Environmental
Laws, or the presence, handling, use or disposition in or from the Premises of
any Hazardous Materials by Tenant or any Tenant Entity (even though permissible
under all applicable Environmental Laws or the provisions of this Lease), or by
reason of any actual or asserted failure of Tenant to keep, observe, or perform
any provision of this Section 1.2.

     Landlord hereby represents that Landlord (a) has not received any written
notices from any governmental authorities of any violations of Environmental
Laws regarding the Building and appurtenant land that remain pending, and (b)
shall comply with all Environmental Laws relating to the common areas of the
Building, at its sole cost and expense, to the extent that the need for such
compliance is not caused by Tenant or Tenant Entities.

                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials

<PAGE>

     1.3 During the Term, Tenant and the Tenant Entities will be entitled to the
non-exclusive use of (a) the common areas of the Building as they exist from
time to time during the Term, (b) the parking facilities and common loading dock
at the Building for shipping and receiving, subject to Landlord's rules and
regulations regarding such use and provided that long term staging of packages
and/or freight will not be permitted in the common loading dock area, (c) the
full-service cafeteria servicing the Building (the "Cafeteria"), subject to
Landlord's and any operator's rules and regulations regarding such use and
subject to any expenses or fees charged by Landlord or such operator from time
to time in connection therewith, (d) the conference center for the Crosby
Corporate Center (the "Park") within which the Building is located (the
"Conference Center"), that, once constructed, will service the Building, subject
to Landlord's and any operator's rules and regulations regarding such use and
subject to any reasonable expenses or fees charged by Landlord or such operator
from time to time in connection therewith, and (e) the fitness center for the
Park that, once constructed, will be located in either the Building or in the
building known as and numbered 28 Crosby Drive and will service the Building
(such fitness center being referred to herein as, the "Fitness Center"), subject
to Landlord's and any operator's rules and regulations regarding the Fitness
Center. Notwithstanding the foregoing, in no event will Tenant or the Tenant
Entities park more vehicles in the parking facilities than provided in the
Reference Pages. The foregoing shall not be deemed to provide Tenant with an
exclusive right to any parking spaces or any guaranty of the availability of any
particular parking spaces or any specific number of parking spaces.

          1.3.1 The Cafeteria and the Conference Center shall be built
substantially in accordance with the initial concept plan attached hereto as
EXHIBIT G with the same finishes as are reasonably consistent with the other
buildings in the Park. In the event that the Cafeteria and the Conference Center
are not completed and open for business by December 31, 2007, subject to delays
caused by Force Majeure (as hereinafter defined), Tenant shall receive a
day-for-day abatement of Annual Rent and additional rent under this Lease
(collectively, "Rent") at the rate of fifty percent (50%) of the pro-rated daily
Rent due as of such period commencing on January 1, 2008 and continuing until
such time as the Cafeteria and the Conference Center are completed and available
for use by Tenant. Notwithstanding the foregoing to the contrary, Landlord
hereby represents that as of the Commencement Date Tenant shall have the right
to use the cafeteria presently located at the building known as and numbered 34
Crosby Drive, subject to Landlord's and any operator's rules and regulations
regarding such use and subject to any expenses or fees charged by Landlord or
such operator from time to time in connection therewith.

          1.3.2 The Fitness Center shall be built substantially in accordance
with the initial concept plan attached hereto as EXHIBIT H with the same
finishes as are reasonably consistent with the other buildings in the Park, In
the event that the Fitness Center is not completed and open for business by June
30, 2008, subject to delays caused by Force Majeure, Tenant shall receive a
day-for-day abatement of Rent under this Lease at the rate of fifty percent
(50%) of the pro-rated daily Rent due as of such period commencing on July 1,
2008 and continuing until such time as the Fitness Center is completed and
available for use by Tenant. Upon completion of the Fitness Center and use
thereof by Tenant, Tenant shall not be charged any fee for the use of the
Fitness Center (excluding, however, any special charges or fees that may be
charged for specialty services or programs provided at the Fitness Center that
are participated in voluntarily by Tenant); provided, however, that the costs to
operate and maintain the Fitness Center shall be included in Expenses.
Notwithstanding the foregoing, as of the Commencement Date showers to be located
on the first (1st) floor of the Building (subject to relocation by Landlord from
time to time) shall be available for Tenant's use in common with others entitled
thereto.

     1.4 Subject to the next paragraph, Tenant will not place on the exterior of
the Premises (including both interior and exterior surfaces of doors and
interior surfaces of windows) or on any part of the Building outside the
Premises or any portion of the Premises visible from outside the Premises, any
sign, symbol, advertisement or the like visible to public view outside of the
Premises. Landlord will not withhold consent for any signs and lettering to the
entry doors to the Premises, provided that such signs or lettering comply with
law and conform to any sign standards of Landlord, and provided that Tenant has
submitted to Landlord a plan or sketch in reasonable detail (showing, without
limitation, size, color, location, materials and method of affixation) of the
sign to be placed on such entry doors. Notwithstanding the foregoing to the
contrary, Landlord shall provide (a) Building standard signage for Tenant at the
building directory located in the main lobby of the Building and entrance to the
Premises, and (b) so-called "way-finding" signage for Tenant and the Premises in
the Park similar to, and consistent with, the way-finding signage for other
tenants of the Building, all at Landlord's sole cost and expense, which signage
shall be non-exclusive.

     1.5 So long as (a) Tenant has submitted to Landlord a plan or sketch in
reasonable detail (showing, without limitation, size, color, location, materials
and method of affixation) of the Tenant identification sign that Tenant desires
to install on the exterior of Building (the 'Tenant's Exterior Building
Signage"), (b) Tenant itself (as opposed to any

                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                        2

<PAGE>

subtenants), at the time it seeks Landlord's approval of Tenant's Exterior
Building Signage, is then occupying, and thereafter at all times occupies, at
least fifty percent (50%) of the rentable square footage of the Building, (c)
Tenant obtains all necessary permits, approvals and licenses with respect to
Tenant's Exterior Building Signage from all applicable governmental authorities,
and (d) Tenant's Exterior Building Signage conforms to any applicable sign
standards of Landlord, then Tenant shall have the right, at Tenant's sole cost
and expense, to install Tenant's Exterior Building Signage on the Building in
accordance with the provisions of this paragraph. Upon the expiration or earlier
termination of the Term, Tenant shall remove Tenant's Exterior Building Signage,
at Tenant's sole cost and expense, and repair and restore the exterior portion
of the Building where Tenant's Exterior Building Signage was located to the
condition that it was in immediately prior to the installation of Tenant's
Exterior Building Signage. Tenant may from time to time replace such Tenant's
Exterior Building Signage to reflect its then current branding, with Landlord's
prior written consent (not to be unreasonably withheld, conditioned or delayed)
and subject to the terms and provisions of this Section 1.5.

2. TERM.

     2.1 The Term of this Lease shall begin on the Commencement Date as shown on
the Reference Pages and shall terminate on the Termination Date as shown on the
Reference Pages, unless sooner terminated or extended pursuant to the provisions
of this Lease. Landlord shall tender possession of the Premises with all the
work, if any, to be performed by Landlord pursuant to EXHIBIT B to this Lease
substantially completed. Tenant shall deliver a punch list of items not
completed within thirty (30) days after Landlord tenders possession of the
Premises and Landlord agrees to proceed with due diligence to perform its
obligations regarding such items. Tenant shall give Landlord written notice, not
later than twelve (12) calendar months after the Commencement Date, of any
respects in which Landlord has not performed the Landlord's Work in accordance
with the terms of this Lease and thereafter Landlord agrees to use commercially
reasonable efforts to enforce the warranties set forth in the AIA Contract that
Landlord has entered into with the contractor hired to perform the Landlord's
Work. Except as identified in any such written notice from Tenant to Landlord,
Tenant shall have no right to make any claim that Landlord has failed to perform
any of the Landlord's Work fully, properly and in accordance with the terms of
this Lease (except for the punch list of items referred to in the immediately
preceding sentence). Tenant shall, at Landlord's request, execute and deliver a
memorandum agreement provided by Landlord in the form of EXHIBIT C attached
hereto, setting forth the actual Commencement Date, Termination Date and, if
necessary, a revised rent schedule. Should Tenant fail to do so within thirty
(30) days after Landlord's request, the information set forth in such memorandum
provided by Landlord shall be conclusively presumed to be agreed and correct.

     2.2 Landlord shall use reasonable efforts to complete the Landlord's Work
by July 1, 2007. In the event of the inability of Landlord to deliver possession
of the Premises on the Commencement Date for any reason, Landlord shall not be
liable for any damage resulting from such inability, but Tenant shall not be
liable for any Rent until the time when Landlord can, after notice to Tenant,
deliver possession of the Premises to Tenant. No such failure to give possession
on July 1, 2007 shall affect the other obligations of Tenant under this Lease,
except that if Landlord is unable to deliver possession of the Premises by
January 1, 2008 (other than as a result of Force Majeure, strikes, shortages of
materials or similar matters beyond the reasonable control of Landlord and
Tenant is notified by Landlord in writing as to such delay), Tenant shall have
the option to terminate this Lease unless said delay is as a result of: (a)
Tenant's failure to agree to plans and specifications and/or construction cost
estimates or bids; (b) Tenant's request for materials, finishes or installations
other than Landlord's standard except those, if any, that Landlord shall have
expressly agreed to furnish without extension of time agreed by Landlord; (c)
Tenant's material change in any plans or specifications; or (d) any of the
reasons enumerated in Section 4.2 of EXHIBIT B (each of the foregoing, a "Tenant
Delay"). If any delay is the result of a Tenant Delay, the Commencement Date and
the payment of Rent under this Lease shall be accelerated by the number of days
of such Tenant Delay. Landlord shall use reasonable efforts to give Tenant prior
notice before imposing any Tenant Delay.

     2.3 Tenant and Tenant Entities shall have the right to access the Premises
prior to the Commencement Date to install telephone and data cabling, security
systems and modular furniture, so long as Tenant coordinates such entry with
Landlord's contractors so as not interfere with Landlord's performance of the
Landlord's Work. Such access and entry shall be subject to all the provisions of
this Lease other than the payment of Rent, including, without limitation,
Tenant's compliance with the insurance requirements of Article 11; provided,
however, if Tenant commences its business operations in the Premises during such
early entry, then the Commencement Date will be deemed to have occurred as of
such date and Tenant's obligation to pay all other charges under this Lease
(other than Annual Rent, which obligation shall commence on the Rent
Commencement Date) shall commence.

                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                        3

<PAGE>

3. RENT.

     3.1 Tenant agrees to pay to Landlord the Annual Rent in effect from time to
time by paying the Monthly Installment of Rent then in effect on or before the
first day of each full calendar month during the Term, except that the first
full month's Rent shall be paid upon the execution of this Lease. The Monthly
Installment of Rent in effect at any time shall be one-twelfth (1/12) of the
Annual Rent in effect at such time. Rent for any period during the Term which is
less than a full month shall be a prorated portion of the Monthly Installment of
Rent based upon the number of days in such month. Said Rent shall be paid to
Landlord, without deduction or offset and without notice or demand, at the Rent
Payment Address, as set forth on the Reference Pages, or to such other person or
at such other place as Landlord may from time to time designate in writing.
Unless specified in this Lease to the contrary, all amounts and sums payable by
Tenant to Landlord pursuant to this Lease shall be deemed additional rent. If an
Event of Default occurs for the non-payment of Rent on more than five (5)
occasions during the Term or more than twice per Lease Year (as hereinafter
defined), Landlord may require by notice to Tenant that all subsequent Rent
payments be made by an automatic payment from Tenant's bank account to
Landlord's account, without cost to Landlord. Tenant must implement such
automatic payment system prior to the next scheduled Rent payment or within ten
(10) days after Landlord's notice, whichever is later. Unless specified in this
Lease to the contrary, all amounts and sums payable by Tenant to Landlord
pursuant to this Lease shall be deemed additional rent.

     3.2 Tenant recognizes that late payment of any Rent or other sum due under
this Lease will result in administrative expense to Landlord, the extent of
which additional expense is extremely difficult and economically impractical to
ascertain. Tenant therefore agrees that if Rent or any other sum is not paid
within five (5) days of the date when due and payable pursuant to this Lease, a
late charge shall be imposed in an amount equal to the greater of: (a) Fifty
Dollars ($50.00), or (b) one percent (1%) of the unpaid Rent or other payment;
provided, however, that no such late charge shall apply to the first (lst) such
late payment per Lease Year. The amount of the late charge to be paid by Tenant
shall be reassessed and added to Tenant's obligation for each successive month
until paid. The provisions of this Section 3.2 in no way relieve Tenant of the
obligation to pay Rent or other payments on or before the date on which they are
due, nor do the terms of this Section 3.2 in any way affect Landlord's remedies
pursuant to Article 19 of this Lease in the event said Rent or other payment is
unpaid after date due.

4. RENT ADJUSTMENTS.

     4.1 For the purpose of this Article 4, the following terms are defined as
follows:

          4.1.1 LEASE YEAR: Each fiscal year (as determined by Landlord from
time to time) falling partly or wholly within the Term.

          4.1.2 EXPENSES: All costs of operation, maintenance, repair,
replacement and management of the Building (including the amount of any credits
which Landlord may grant to particular tenants of the Building in lieu of
providing any standard services or paying any standard costs described in this
Section 4.1.2 for similar tenants), as determined in accordance with generally
accepted accounting principles, including the following costs by way of
illustration, but not limitation: water and sewer charges; insurance charges of
or relating to all insurance policies and endorsements deemed by Landlord to be
reasonably necessary or desirable (provided they are usual and customary for
similarly situated properties) and relating in any manner to the protection,
preservation, or operation of the Building or any part thereof; utility costs,
including, but not limited to, the cost of heat, light, power, steam, gas; waste
disposal; the cost of janitorial services; the cost of security and alarm
services (including any central station signaling system); costs of cleaning,
repairing, replacing and maintaining the common areas, including parking and
landscaping, window cleaning costs; labor costs; costs and expenses of managing
the Building including management fees; air conditioning maintenance costs;
elevator maintenance fees and supplies; material costs; equipment costs
including the cost of maintenance, repair and service agreements and rental and
leasing costs; purchase costs of equipment; current rental and leasing costs of
items which would be capital items if purchased; tool costs; licenses, permits
and inspection fees; wages and salaries; employee benefits and payroll taxes;
accounting and legal fees; any sales, use or service taxes incurred in
connection therewith; and any repair, management fees not to exceed four percent
(4%) of gross rents, insurance and maintenance costs and expenses related to the
common areas of all buildings in the so-called "Crosby Corporate Center,"
including the parking areas and other properties surrounding such buildings. In
addition, Landlord shall be entitled to recover, as additional rent (which,
along with any other capital expenditures constituting Expenses, Landlord may
either include in Expenses or cause to be billed to Tenant along with

                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                        4
<PAGE>

Expenses and Taxes but as a separate item), Tenant's Proportionate Share of: (i)
an allocable portion of the cost of capital improvement items which are
reasonably calculated to reduce operating expenses during at least a portion of
the Term; (ii) the cost of fire sprinklers and suppression systems and other
life safety systems required by applicable law; and (iii) other capital expenses
which are required under any governmental laws, regulations or ordinances which
were not applicable to the Building at the time it was constructed; but the
costs described in this sentence shall be amortized over the reasonable life of
such expenditures in accordance with such reasonable life and amortization
schedules as shall be determined by Landlord in accordance with generally
accepted accounting principles, with interest on the unamortized amount at one
percent (1%) in excess of the Wall Street Journal prime lending rate announced
from time to time. Expenses shall not include:

                    4.1.2.1 costs incurred in connection with leasing,
subleasing or lease assignment, renovating, improving, decorating and/or
redecorating space and installing leasehold improvements for tenants or
occupants or prospective tenants or occupants of the Building, including
attorneys' fees, brokerage fees or commissions relating thereto, and
architectural and engineering fees, permit, license and inspection fees and
advertising, marketing and promotional expenditures relating thereto;

                    4.1.2.2 costs which are paid or payable or are reimbursed to
Landlord by third parties, including from insurance, condemnation and warranty
proceeds or by other tenants of the Building (other than through payment of
Expenses);

                    4.1.2.3 fines and penalties incurred due to a violation by
Landlord of any requirement imposed by federal, state or local laws, including
late payment of any Taxes (unless such late payment is caused by Tenant);

                    4.1.2.4 contributions to any organizations, whether
political or charitable;

                    4.1.2.5 reserves for capital expenditures, bad debts, rental
losses, depreciation and amortization (except as expressly provided in Section
4.1.2 above);

                    4.1.2.6 costs of goods and/or services supplied by Landlord
or by subsidiaries or affiliates of Landlord, to the extent that the cost of
such goods and/or services substantially exceeds the cost of similar goods
and/or services supplied or rendered by unaffiliated third parties;

                    4.1.2.7 costs, including without limitation, costs of
investigation, monitoring, removal or remediation, arising from the presence of
Hazardous Materials in or about the Building, including, without limitation, the
soil or ground water, except to the extent caused by Tenant;

                    4.1.2.8 costs associated with the operation of the
corporation or other entity which constitutes Landlord, as distinguished from
costs of operation of the Building, including accounting and legal costs
associated with such corporation or other entity which constitutes Landlord (as
distinguished from accounting and legal costs associated with the operation of
the Building), costs of defending lawsuits with any mortgagee, and costs of
selling, syndicating, financing, mortgaging or hypothecating any ownership
interest in Landlord, or any of Landlord's interests in the Building;

                    4.1.2.9 travel expenses not related to the operation,
maintenance or repair of the Building or the property upon which it is situated,
and entertainment expenses;

                    4.1.2.10 depreciation or amortization of the Building or
equipment in the Building except as provided in Section 4.1.2 above;

                    4.1.2.11 loan principal and/or interest payments;

                    4.1.2.12 all administrative and other costs related to the
Building's leasing, marketing or construction programs (including tenant
improvement programs), including, but not limited to, the reasonable allocation
of the wages, salaries, employee benefits and taxes for all personnel involved
in the Building's leasing or marketing programs; and


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                        5

<PAGE>

                    4.1.2.13 Landlord's gross receipts taxes, personal and
corporate income taxes, inheritance and estate taxes, and other business taxes
and assessments, franchise, gift and transfer taxes.

               4.1.3 TAXES: Real estate taxes and any other taxes, charges and
assessments which are levied with respect to the Parcel and the buildings
thereon, or with respect to any improvements, fixtures and equipment or other
property of Landlord, real or personal, located on the Parcel and used in
connection with the operation of such buildings and said land, any payments to
any ground lessor in reimbursement of tax payments made by such lessor; and all
fees, expenses and costs incurred by Landlord in investigating, protesting,
contesting or in any way seeking to reduce or avoid increase in any assessments,
levies or the tax rate pertaining to any Taxes to be paid by Landlord in any
Lease Year. Taxes shall not include any corporate franchise, or estate,
inheritance or net income tax, or tax imposed upon any transfer by Landlord of
its interest in this Lease or the Parcel (or any individual components thereof)
or any taxes to be paid by Tenant pursuant to Article 28. For purposes of
determining Tenant's Proportionate Share For Taxes, the Parcel shall be treated
as a single parcel for purposes of determining Taxes. In calculating Tenant's
Proportionate Share For Taxes, the "Rentable Square Footage of the Parcel" is
the combined rentable square footage of the six (6) buildings included within
the definition of "Parcel" in the Reference Pages, which as of the Lease
Reference Date is, collectively 331,390 square feet. However, notwithstanding
the foregoing, if one or more buildings are removed from the group of buildings
comprising the Parcel, as described above in this Section, whether as a result
of a sale or demolition of the building(s), a reconfiguration of the Parcel or
otherwise, or if one or more buildings owned by Landlord are added to the group
of buildings comprising the Parcel, as described above in this Section, then the
definition of "Parcel" and the "Rentable Square Footage of the Parcel", as
described above, and "Tenant's Proportionate Share For Taxes" with respect to
the Premises, shall be appropriately modified or adjusted to reflect the
deletion or addition of such buildings, and, if Tenant's Proportionate Share For
Taxes with respect to the Premises is based upon increases in Taxes over a Base
Year, then Taxes for the Base Year shall be restated on a going forward basis
effective as of the date such buildings are deleted or added to the definition
of Parcel as described in this Section.

          4.2 If in any Lease Year, Expenses paid or incurred shall exceed
Expenses paid or incurred in the Base Year (Expenses), Tenant shall pay as
additional rent for such Lease Year Tenant's Proportionate Share For Expenses of
such excess. If in any Lease Year, Taxes paid or incurred by Landlord in any
Lease Year shall exceed the amount of such Taxes which become due and payable in
the Base Year (Taxes), Tenant shall pay as additional rent for such Lease Year
Tenant's Proportionate Share For Taxes of such excess. Notwithstanding the
foregoing to the contrary, however, in no event shall Tenant be charged for
Tenant's Proportionate Share For Expenses or Tenant's Proportionate Share For
Taxes during the first twelve (12) months of the Term, but Tenant will be
charged, and shall commence being responsible for paying as additional rent,
Tenant's Proportionate Share For Expenses and Tenant's Proportionate Share For
Taxes once said initial twelve (12) month period lapses.

          4.3 Landlord shall use reasonable efforts to make the annual
determination of Expenses on or before May 1st of each year, which determination
shall be binding upon Landlord and Tenant, subject to the provisions of this
Section 4.3. During the Term, Tenant may review, at Tenant's sole cost and
expense, the books and records supporting such determination in an office of
Landlord, or Landlord's agent, during normal business hours, upon giving
Landlord five (5) days advance written notice within sixty (60) days after
receipt of such determination, but in no event more often than once in any one
(1) year period, subject to execution of a confidentiality agreement acceptable
to Landlord, and provided that if Tenant utilizes an independent accountant to
perform such review it shall be one which is reasonably acceptable to Landlord,
is not compensated on a contingency basis and is also subject to such
confidentiality agreement. If Tenant fails to object to Landlord's determination
of Expenses within ninety (90) days after receipt, or if any such objection
fails to state with specificity the reason for the objection, Tenant shall be
deemed to have approved such determination and shall have no further right to
object to or contest such determination. In the event that during all or any
portion of any Lease Year or Base Year, the Building is not fully rented and
occupied Landlord shall make an appropriate adjustment in occupancy-related
Expenses for such year for the purpose of avoiding distortion of the amount of
such Expenses to be attributed to Tenant by reason of variation in total
occupancy of the Building, by employing consistent and sound accounting and
management principles to determine Expenses that would have been paid or
incurred by Landlord had the Building been at least ninety-five percent (95%)
rented and occupied, and the amount so determined shall be deemed to have been
Expenses for such Lease Year.

          4.4 Prior to the actual determination thereof for a Lease Year,
Landlord may from time to time estimate Tenant's liability for Expenses and/or
Taxes under Section 4.2, Article 6 and Article 28 for the Lease Year or portion
thereof.


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                        6

<PAGE>

Landlord will give Tenant written notification of the amount of such estimate
and Tenant agrees that it will pay, by increase of its Monthly Installments of
Rent due in such Lease Year, additional rent in the amount of such estimate. Any
such increased rate of Monthly Installments of Rent pursuant to this Section 4.4
shall remain in effect until further written notification to Tenant pursuant
hereto.

     4.5 When the above mentioned actual determination of Tenant's liability for
Expenses and/or Taxes is made for any Lease Year and when Tenant is so notified
in writing, then:

               4.5.1 If the total additional rent Tenant actually paid pursuant
to Section 4.3 on account of Expenses and/or Taxes for the Lease Year is less
than Tenant's liability for Expenses and/or Taxes, then Tenant shall pay such
deficiency to Landlord as additional rent in one lump sum within thirty (30)
days of receipt of Landlord's bill therefor; and

               4.5.2 If the total additional rent Tenant actually paid pursuant
to Section 4.3 on account of Expenses and/or Taxes for the Lease Year is more
than Tenant's liability for Expenses and/or Taxes, then Landlord shall credit
the difference against the then next due payments to be made by Tenant under
this Article 4, or, if the Lease has terminated, refund the difference in cash.
Tenant shall not be entitled to a credit by reason of actual Expenses and/or
Taxes in any Lease Year being less than Expenses and/or Taxes in the Base Year
(Expenses and/or Taxes).

     4.6 If the Commencement Date is other than January 1 or if the Termination
Date is other than December 31, Tenant's liability for Expenses and Taxes for
the Lease Year in which said Commencement Date occurs shall be prorated based
upon a three hundred sixty-five (365) day year.

5. SECURITY DEPOSIT. The Security Deposit shall be in the form of an Irrevocable
Standby Letter of Credit (the "letter of credit"), to which the following terms
and conditions shall apply:

               5.1.1 The letter of credit (a) shall be in favor of Landlord,
shall be issued by Comerica Bank, or another domestic financial institution with
the same or better credit rating as that of Comerica Bank as of the date hereof
(which current credit rating for Comerica Bank is as shown on EXHIBIT K attached
hereto), (b) shall comply with all of the terms and conditions of this
paragraph, and (c) shall otherwise be in form reasonably acceptable to Landlord.
In the event that Comerica Bank's credit rating (or, if another bank issues the
letter of credit, the credit rating of the issuing bank) shall fall below the
rating described in EXHIBIT K, Tenant shall, within thirty (30) days of
Landlord's request therefor, provide Landlord with a replacement letter of
credit in the then applicable amount from a domestic US bank that has the same
or better credit rating as the rating set forth in EXHIBIT K.

               5.1.2 The letter of credit or any replacement letter of credit
shall be irrevocable for the term thereof and shall automatically renew on a
year to year basis until a period ending not earlier than two (2) months
subsequent to the Termination Date (the "LOC Expiration Date") without any
action whatsoever on the part of Landlord; provided that the issuing bank shall
have the right not to renew the letter of credit by giving written notice to
Landlord not less than sixty (60) days prior to the expiration of the then
current term of the letter of credit that it does not intend to renew the letter
of credit. Tenant understands that the election by the issuing bank not to renew
the letter of credit shall not, in any event, diminish the obligation of Tenant
to deposit the Security Deposit or maintain such an irrevocable letter of credit
in favor of Landlord through the LOC Expiration Date.

               5.1.3 Landlord, or its then managing agent, shall have the right
from time to time to make one or more draws on the letter of credit at any time
that Landlord has the right to use all or a part of the Security Deposit
pursuant to Article 5 of this Lease, and the proceeds may be applied as
permitted under said Article 5. Funds may be drawn down on the letter of credit
upon presentation to the issuing bank of Landlord's (or Landlord's then managing
agent's) certificate stating as follows:

          "[Beneficiary] is entitled to the use of Applicant's Security Deposit
          pursuant to that (Illegible) Lease dated May _______, 2007, between
          RAR2-Crosby Corporate Center QRS, Inc., as Landlord, (Illegible)
          SoundBite Communications, Inc., as Tenant, as amended from time to
          time."


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                        7

<PAGE>

It is understood that if Landlord or its managing agent be a corporation,
partnership or other entity, then such statement shall be signed by an officer
(if a corporation), a general partner (if a partnership), or any authorized
party (if another entity).

               5.1.4 Tenant acknowledges and agrees (and the letter of credit
shall so state) that the letter of credit shall be honored by the issuing bank
without inquiry as to the truth of the statements set forth in such draw request
and regardless of whether the Tenant disputes the content of such statement.

               5.1.5 In the event of a transfer of Landlord's interest in the
Premises, Landlord shall have the right to transfer the letter of credit to the
transferee and Tenant shall take whatever action necessary to effectuate such
transfer and thereupon the Landlord shall, without any further agreement between
the parties, be released by Tenant from all liability therefor, and it is agreed
that the provisions hereof shall apply to every transfer or assignment of said
letter of credit to a new landlord; provided, however, that Landlord or the new
landlord pays all fees to the issuer necessary to evidence such transfer.

               5.1.6 Without limiting the generality of the foregoing, if the
letter of credit expires earlier than the LOC Expiration Date, or the issuing
bank notifies Landlord that it shall not renew the letter of credit, Landlord
shall accept a renewal thereof or substitute letter credit (such renewal or
substitute letter of credit to be in effect not later than thirty (30) days
prior to the expiration thereof), irrevocable and automatically renewable
through the LOC Expiration Date upon the same terms as the expiring letter of
credit or upon such other terms as may be acceptable to Landlord. However, if
(x) the letter of credit is not timely renewed, or (y) a substitute letter of
credit, complying with all of the terms and conditions of this paragraph is not
timely received, Landlord may present such letter of credit to the issuing bank,
and the entire sum so obtained shall be paid to Landlord, to be held by Landlord
in accordance with Article 5 of this Lease. Notwithstanding the foregoing,
Landlord shall be entitled to receive reimbursement from Tenant a fee in an
amount not to exceed $1,000.00 and reimbursement for Landlord's reasonable
attorneys' fees incurred in connection with the review of any proposed
substitute letter of credit pursuant to this paragraph.

               5.1.7 The Security Deposit shall be held by Landlord as security
for the faithful performance by Tenant of all the terms, covenants and
conditions of this Lease to be kept and performed by Tenant and not as an
advance rental deposit or as a measure of Landlord's damage in case of Tenant's
default. If an Event of Default shall occur with respect to any provision of
this Lease, Landlord may use any part of the Security Deposit for the payment of
any Rent or any other sum in default, or for the payment of any actual
out-of-pocket amount which Landlord may spend or become obligated to spend by
reason of Tenant's default, or to compensate Landlord for any other loss or
damage which Landlord may suffer by reason of Tenant's default. If any portion
is so used, Tenant shall within fifteen (15) days after written demand therefor,
deposit with Landlord an amount sufficient to restore the Security Deposit to
its original amount and Tenant's failure to do so shall be a material breach of
this Lease. Except to such extent, if any, as shall be required by law, Landlord
shall not be required to keep the Security Deposit separate from its general
funds, and Tenant shall not be entitled to interest on such deposit. If Tenant
shall fully and faithfully perform every provision of this Lease to be performed
by it, the Security Deposit or any balance thereof shall be returned to Tenant
at such time after termination of this Lease when Landlord shall have determined
that all of Tenant's obligations under this Lease have been fulfilled, but in no
event later than the LOC Expiration Date.

               5.1.8 Notwithstanding the above, so long as (i) Tenant shall not
be, or have been, in default under this Lease beyond the expiration of
applicable notice and cure periods during the Term through the end of the
thirty-sixth (36th) month of the Term, and (ii) Tenant shall then still be in
occupancy of at least fifty percent (50%) of the Premises under this Lease,
Tenant shall have the right, by written notice given to Landlord during the
thirty (30) day period after the end of the thirty-sixth (36th) month of the
Term, to reduce the Security Deposit to $212,991.00, and if such reduction shall
occur in accordance with the terms and provisions hereof, Tenant shall, by
written notice to Landlord, receive (as applicable) a refund of the reduced
portion of the Security Deposit. If such notice is timely and properly given by
Tenant and the Security Deposit is then being held in cash, Landlord shall
return, within fifteen (15) days of Tenant's notice, the applicable portion of
the Security Deposit to Tenant to yield such $212,991.00 remaining amount, and
if the Security Deposit is being held in the form of a letter of credit, Tenant
shall cause a replacement letter of credit in such $212,991.00 amount to be
issued to Landlord meeting the requirements of this Article 5 within fifteen
(15) days of Tenant's notice, whereupon Landlord shall simultaneously return the
original letter of credit to Tenant.


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                        8
<PAGE>

6. ALTERATIONS.

     6.1 Except for those, if any, (a) specifically provided for in EXHIBIT B to
this Lease, or (b) that do not require any type of permit, approval, license or
consent from any applicable local or governmental authority, Tenant shall not
make or suffer to be made any alterations, additions, or improvements,
including, but not limited to, the attachment of any fixtures or equipment in,
on, or to the Premises or any part thereof of the making of any improvements as
required by Article 7, without the prior written consent of Landlord, which
shall not be unreasonably withheld or delayed. When applying for such consent,
Tenant shall, if requested by Landlord, furnish complete plans and
specifications for such alterations, additions and improvements. Landlord shall
have fifteen (15) business days following its receipt of the same to review
Tenant's plans and specifications relating to any alterations, additions or
improvements. Notwithstanding the foregoing to the contrary, so long as the
alterations, additions or improvements (i) are not structural in nature, (ii)
are not visible from the exterior of the Building, and (iii) do not affect or
require modification of the Building's electrical, mechanical, plumbing, HVAC or
other systems, then such plans and specifications shall be deemed approved by
Landlord if Landlord does not respond to Tenant within ten (10) business days
following Tenant's submission to Landlord of such plans and specifications and
Tenant may thereafter proceed with such alterations, additions or improvements
described in such plans and specifications.

     6.2 In the event Landlord consents to (or, pursuant to the last sentence in
Section 6.1 above, is deemed to have consented to) the making of any such
alteration, addition or improvement by Tenant, the same shall be made by using
either Landlord's contractor or a contractor reasonably approved by Landlord, in
either event at Tenant's sole cost and expense. If Tenant shall employ any
contractor other than Landlord's contractor and such other contractor or any
subcontractor of such other contractor shall employ any non-union labor or
supplier, Tenant shall be responsible for and hold Landlord harmless from any
and all delays, damages and extra costs suffered by Landlord as a result of any
dispute with any labor unions concerning the wage, hours, terms or conditions of
the employment of any such labor. If Landlord requires a third-party to review
any plans and specifications relating to any proposed alteration, addition or
improvement, or any completed alteration, addition, improvement or other work,
then Tenant shall pay such third-party's reasonable and actual costs to review
such plans and specifications upon presentation to Tenant of invoices therefor.

     6.3 All alterations, additions or improvements proposed by Tenant shall be
constructed in accordance with all government laws, ordinances, rules and
regulations, using Building standard materials where applicable, and Tenant
shall, prior to construction, provide the additional insurance required under
Article 11 in such case, and also all such assurances to Landlord as Landlord
shall reasonably require to assure payment of the costs thereof, including but
not limited to, notices of non-responsibility, waivers of Hen, and, if the work
exceeds Fifty Thousand Dollars ($50,000.00) in the aggregate, funded
construction escrows and to protect Landlord and the Building and appurtenant
land against any loss from any mechanic's, materialmen's or other liens. Tenant
shall pay in addition to any sums due pursuant to Article 4, any increase in
real estate taxes attributable to any such alteration, addition or improvement
for so long, during the Term, as such increase is ascertainable; at Landlord's
election said sums shall be paid in the same way as sums due under Article 4. At
the time Landlord approves any plans and/or specifications for any alterations,
additions or improvements, Landlord shall specify whether such alterations,
additions or improvements shall be required to be removed by Tenant at the
expiration or earlier termination of the Term and the degree of such removal. In
the event that Tenant undertakes any alterations, additions or improvements,
Tenant shall deliver to Landlord, at Tenant's sole cost and expense, "as built"
plans and specifications evidencing such alterations, additions or improvements.

7. REPAIR.

     7.1 Landlord shall have no obligation to alter, remodel, improve, repair,
decorate or paint the Premises, except as specified in EXHIBIT B to this Lease
and except that Landlord shall repair and maintain the structural portions of
the Building, including the roof, foundation, exterior walls, basic plumbing,
air conditioning, heating and electrical systems installed or furnished by
Landlord. Landlord warrants that the building systems serving the Premises shall
be in good working order and condition as of the Commencement Date.

     7.2 Tenant shall, at all times during the Term, keep the Premises in good
condition and repair excepting damage by fire, or other casualty, and in
compliance with all applicable governmental laws, ordinances and regulations,
promptly complying with all governmental orders and directives for the
correction, prevention and abatement of any violations or nuisances in or upon,
or connected with, the Premises, all at Tenant's sole expense.


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       9

<PAGE>

     7.3 Landlord shall not be liable for any failure to make any repairs or to
perform any maintenance unless such failure shall persist for an unreasonable
time after written notice of the need of such repairs or maintenance is given to
Landlord by Tenant. However, if Landlord fails to make any repairs or perform
any maintenance required of Landlord hereunder and within Landlord's reasonable
control, and such failure shall persist for an unreasonable amount of time (not
less than twenty (20) days) after written notice from Tenant of the need of such
repairs or maintenance is given to Landlord and any mortgagee by Tenant, and
such mortgagee is afforded an additional reasonable opportunity (not less than
twenty (20) days) to effect such repairs, and unless Landlord or such mortgagee
has commenced such repairs or maintenance during such period and is diligently
pursuing the same, and if due to such failure Tenant is unable to reasonably
conduct its business in the Premises, Tenant's obligation to pay Rent hereunder
shall prospectively abate until such failure is cured.

     7.4 Except as provided in Article 22, there shall be no abatement of Rent
and no liability of Landlord by reason of any injury to or interference with
Tenant's business arising from the making of any repairs, alterations or
improvements in or to any portion of the Building or the Premises or to
fixtures, appurtenances and equipment in the Building.

8. LIENS. Tenant shall keep the Premises, the Building and appurtenant land and
Tenant's leasehold interest in the Premises free from any liens arising out of
any services, work or materials performed, furnished, or contracted for by
Tenant, or obligations incurred by Tenant. In the event that Tenant fails,
within ten (10) days following the imposition of any such lien, to either cause
the same to be released of record or provide Landlord with insurance against the
same issued by a major title insurance company or such other protection against
the same as Landlord shall accept (such failure to constitute an Event of
Default), Landlord shall have the right to cause the same to be released by such
means as it shall deem proper, including payment of the claim giving rise to
such lien. All such sums paid by Landlord and all expenses incurred by it in
connection therewith shall be payable to it by Tenant within five (5) days of
Landlord's demand.

9. ASSIGNMENT AND SUBLETTING.

     9.1 Except as otherwise expressly set forth herein below, Tenant shall not
have the right to assign or pledge this Lease or to sublet the whole or any part
of the Premises whether voluntarily or by operation of law, or permit the use or
occupancy of the Premises by anyone other than Tenant, and shall not make,
suffer or permit such assignment subleasing or occupancy without the prior
written consent of Landlord, such consent not to be unreasonably withheld,
conditioned or delayed and said restrictions shall be binding upon any and all
assignees of the Lease and subtenants of the Premises. In the event Tenant
desires to sublet, or permit such occupancy of, the Premises, or any portion
thereof, or assign this Lease, Tenant shall give written notice thereof to
Landlord at least thirty (30) days but no more than one hundred twenty (120)
days prior to the proposed commencement date of such subletting or assignment,
which notice shall set forth the name of the proposed subtenant or assignee, the
relevant terms of any sublease or assignment and copies of financial reports and
other relevant financial information of the proposed subtenant or assignee.
Notwithstanding the foregoing to the contrary, either (1) a merger or
consolidation of Tenant with another entity, (2) the assignment of this Lease or
a sublease of a portion of the Premises to a subsidiary or Affiliate (as defined
below) of Tenant, or (3) a transaction with a corporation to which substantially
all of Tenant's assets are transferred, shall all be deemed an assignment of
this Lease or a sublease of a portion of the Premises, as the case may be, but
(A) not subject to any recapture rights of Landlord under Section 9.3, and (B)
Landlord's consent shall not be required therefor so long as: (I) the surviving
entity pursuant to any merger or consolidation, any such subsidiary or
controlling corporation, or any corporation to which substantially all such
assets are transferred executes an assignment and assumption agreement or a
sublease agreement with Tenant, and such agreement contains an assumption by
such party of all of the obligations of Tenant hereunder with respect to such
assignment or sublease, including without limitation, the obligation to pay the
Rent, additional rent and other amounts provided for under this Lease in case of
an assignment, and a copy of such agreement is delivered to Landlord within ten
(10) days of such transaction; and (II) in the case of a merger or consolidation
or transfer of assets the surviving or acquiring entity shall have a tangible
net worth immediately after such merger, consolidation or transfer at least
equal to that of Tenant as of the date of this Lease. By entering into such
agreement, such party shall be deemed to have also agreed to confirm such
obligations in writing to Landlord and any mortgagees or ground lessors of
Landlord. For the purposes hereof, an "Affiliate" of Tenant shall mean any
entity which controls, is controlled by or is under common control with Tenant.

     9.2 Notwithstanding any assignment or subletting, permitted or otherwise,
Tenant shall at all times remain directly, primarily and fully responsible and
liable for the payment of the Rent specified in this Lease and for compliance
with all of its other obligations under the terms, provisions and covenants of
this Lease. Upon the occurrence of an Event of


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       10

<PAGE>

Default, if the Premises or any part of them are then assigned or sublet,
Landlord, in addition to any other remedies provided in this Lease or provided
by law, may, at its option, collect directly from such assignee or subtenant all
rents due and becoming due to Tenant under such assignment or sublease and apply
such rent against any sums due to Landlord from Tenant under this Lease, and no
such collection shall be construed to constitute a novation or release of Tenant
from the further performance of Tenant's obligations under this Lease.

     9.3 In addition to Landlord's right to approve of any subtenant or
assignee, Landlord shall have the option, in its sole discretion, in the event
of any proposed subletting or assignment, to terminate this Lease, or in the
case of a proposed subletting of less than the entire Premises, to recapture the
portion of the Premises to be sublet, as of the date the subletting or
assignment is to be effective. The option shall be exercised, if at all, by
Landlord giving Tenant written notice within thirty (30) days following
Landlord's receipt of Tenant's written notice as required above. However, if
Tenant notifies Landlord, within five (5) days after receipt of Landlord's
termination notice, that Tenant is rescinding its proposed assignment or
sublease, Landlord's termination notice shall be void and the Lease shall
continue in full force and effect. If this Lease shall be terminated with
respect to the entire Premises pursuant to this Section, the Term of this Lease
shall end on the date stated in Tenant's notice as the effective date of the
sublease or assignment as if that date had been originally fixed in this Lease
for the expiration of the Term. If Landlord recaptures under this Section only a
portion of the Premises, the Rent to be paid from time to time during the
unexpired Term shall abate proportionately based on the proportion by which the
approximate square footage of the remaining portion of the Premises shall be
less than that of the Premises as of the date immediately prior to such
recapture. Tenant shall, at Tenant's own cost and expense, discharge the amount
of any outstanding commission obligation which may be due and owing from
Landlord as a result of any proposed assignment or subletting which
proportionally relates to the balance of the Term of this Lease then outstanding
(or the full amount of any outstanding commission obligation in the event that
the proposed term of the new lease for such recaptured space relates to a term
that would be less than the balance of the Term of this Lease then outstanding),
whether or not the Premises are recaptured pursuant to this Section 9.3 and
rented by Landlord to the proposed tenant or any other tenant.

     9.4 In the event that Tenant sells, sublets, assigns or transfers this
Lease, Tenant shall pay to Landlord as additional rent an amount equal to fifty
percent (50%) of any Increased Rent (as defined below), less the Costs Component
(as defined below), when and as such Increased Rent is received by Tenant. As
used in this Section, "Increased Rent" shall mean the excess of (i) all rent and
other consideration which Tenant is entitled to receive by reason of any sale,
sublease, assignment or other transfer of this Lease, over (ii) the Rent
otherwise payable by Tenant under this Lease at such time. For purposes of the
foregoing, any consideration received by Tenant in form other than cash shall be
valued at its fair market value as determined by Landlord in good faith. The
"Costs Component" is that amount which, if paid monthly, would fully amortize on
a straight-line basis, over the entire period for which Tenant is to receive
Increased Rent, the reasonable costs incurred by Tenant for leasing commissions
and tenant improvements in connection with such sublease, assignment or other
transfer.

     9.5 Notwithstanding any other provision hereof, it shall be considered
reasonable for Landlord to withhold its consent to any assignment of this Lease
or sublease of any portion of the Premises if at the time of either Tenant's
notice of the proposed assignment or sublease or the proposed commencement date
thereof, there shall exist an Event of Default, or if the proposed assignee or
sublessee is an entity: (a) with which Landlord is already in negotiation; (b)
is already an occupant of the Building unless Landlord is unable to provide the
amount of space required by such occupant; (c) is a governmental agency; (d) is
unreputable or incompatible with the character of occupancy of the Building in
Landlord's opinion; (e) with which the payment for the sublease or assignment is
determined in whole or in part based upon its net income or profits (excluding
therefrom, however, any income or profits relating directly to the sale or
transfer of this Lease to such entity); or (f) would subject the Premises to a
use which would: (i) involve excessive wear upon the Building; (ii) violate any
exclusive right granted to another tenant of the Building; (iii) require any
addition to or modification of the Premises or the Building in order to comply
with building code or other governmental requirements; or (iv) involve a
violation of Section 1.2.

     9.6 Upon any request to assign or sublet, Tenant will pay to Landlord a sum
equal to all of Landlord's costs, including reasonable attorney's fees, incurred
in investigating and considering any proposed or purported assignment or pledge
of this Lease or sublease of any of the Premises, regardless of whether Landlord
shall consent to, refuse consent, or determine that Landlord's consent is not
required for, such assignment, pledge or sublease. Any purported sale,
assignment, mortgage, transfer of this Lease or subletting which does not comply
with the provisions of this Article 9 shall be void.


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       11


<PAGE>

     9.7 If Tenant is a corporation, limited liability company, partnership or
trust, any transfer or transfers of or change or changes within any twelve (12)
month period in the number of the outstanding voting shares of the corporation
or limited liability company, the general partnership interests in the
partnership or the identity of the persons or entities controlling the
activities of such partnership or trust resulting in the persons or entities
owning or controlling a majority of such shares, partnership interests or
activities of such partnership or trust at the beginning of such period no
longer having such ownership or control shall be regarded as equivalent to an
assignment of this Lease to the persons or entities acquiring such ownership or
control and shall be subject to all the provisions of this Article 9 to the same
extent and for all intents and purposes as though such an assignment.

10. INDEMNIFICATION. None of the Landlord Entities shall be liable and Tenant
hereby waives all claims against them for any damage to any property or any
injury to any person in or about the Premises or the Building by or from any
cause whatsoever (including without limiting the foregoing, rain or water
leakage of any character from the roof, windows, walls, basement, pipes,
plumbing works or appliances, the Building not being in good condition or
repair, gas, fire, oil, electricity or theft), except to the extent caused by or
arising from the negligence or willful misconduct of Landlord or its agents,
employees or contractors. 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 (a) any damage
to any property (including but not limited to property of any Landlord Entity)
or any injury (including but not limited to death) to any person occurring in,
on or about the Premises or the Building 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 or any Tenant Entity to meet any standards
imposed by any duty with respect to the injury or damage; (b) the conduct or
management of any work or thing whatsoever done by the Tenant in or about the
Premises or from transactions of the Tenant concerning the Premises; (c)
Tenant's failure to comply with any and all governmental laws, ordinances and
regulations applicable to the condition or use of the Premises or its occupancy;
or (d) any breach or default on 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 Article shall survive the termination of this
Lease with respect to any claims or liability accruing prior to such
termination.

11. INSURANCE.

     11.1 Tenant shall keep in force throughout the Term: (a) a Commercial
General Liability insurance policy or policies to protect the Landlord Entities
against any liability to the public or to any invitee of Tenant or a Landlord
Entity incidental to the use of or resulting from any accident occurring in or
upon the Premises with a limit of not less than $1,000,000 per occurrence and
not less than $3,000,000 in the annual aggregate, or such larger amount as
Landlord may prudently require from time to time, covering bodily injury and
property damage liability and $1,000,000 products/completed operations
aggregate; (b) Business Auto Liability covering owned, non-owned and hired
vehicles with a limit of not less than $1,000,000 per accident; (c) Worker's
Compensation Insurance with limits as required by statute with Employers
Liability and limits of $500,000 each accident, $500,000 disease policy limit,
$500,000 disease-each employee; (d) All Risk or Special Form coverage protecting
Tenant against loss of or damage to Tenant's alterations, additions,
improvements, carpeting, floor coverings, panelings, decorations, fixtures,
inventory and other business personal property situated in or about the Premises
to the full replacement value of the property so insured; and (e) Business
Interruption Insurance with limit of liability representing loss of at least
approximately six (6) months of income.

     11.2 The aforesaid policies shall (a) be provided at Tenant's expense; (b)
name the Landlord Entities as additional insureds (General Liability) and loss
payee (Property--Special Form); (c) be issued by an insurance company with a
minimum Best's rating of "A-: VII" during the Term; and (d) provide that said
insurance shall not be canceled unless thirty (30) days prior written notice
(ten (10) days for non-payment of premium) shall have been given to Landlord; a
certificate of Liability insurance on ACORD Form 25 and a certificate of
Property insurance on ACORD Form 27 shall be delivered to Landlord by Tenant
upon the Commencement Date and at least thirty (30) days prior to each renewal
of said insurance.

     11.3 Whenever Tenant shall undertake any alterations, additions or
improvements in, to or about the Premises ("Work") the aforesaid insurance
protection must extend to and include injuries to persons and damage to property
arising in connection with such Work, without limitation including liability
under any applicable structural work act, and such other insurance as Landlord
shall require; and the policies of or certificates evidencing such insurance
must be delivered to Landlord prior to the commencement of any such Work.


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       12

<PAGE>

12. WAIVER OF SUBROGATION. So long as their respective insurers so permit,
Tenant and Landlord hereby mutually waive their respective rights of recovery
against each other for any loss insured by fire, extended coverage, All Risks or
other insurance now or hereafter existing for the benefit of the respective
party but only to the extent of the net insurance proceeds payable under such
policies. Each party shall obtain any special endorsements required by their
insurer to evidence compliance with the aforementioned waiver.

13. SERVICES AND UTILITIES.

     13.1 Provided Tenant shall not be in default under this Lease, and subject
to the other provisions of this Lease, Landlord agrees to furnish to the
Premises during Building Business Hours (specified on the Reference Pages) on
generally recognized business days (but exclusive in any event of Sundays and
national and local legal holidays), the following services and utilities subject
to the rules and regulations of the Building prescribed from time to time: (a)
water suitable for normal office use of the Premises; (b) heat and air
conditioning required for the use and occupation of the Premises in commercially
reasonable comfort during Building Business Hours; (c) cleaning and janitorial
services in accordance with the cleaning specifications attached hereto as
EXHIBIT I: (d) elevator service by nonattended automatic elevators, if
applicable; and (e) equipment to bring to the Premises electricity for lighting,
convenience outlets and other normal office use. To the extent that Tenant is
not billed directly by a public utility, Tenant shall pay at actual cost without
mark-up, within fifteen (15) days of Landlord's demand, for all electricity used
by Tenant in the Premises as measured by a submeter or submeters (all of which
shall be installed at Landlord's sole cost and expense), including, all
electricity for lights and plugs. Except as otherwise set forth below in Section
13.1.1, the charge shall be at the rates charged for such services by the local
public utility without mark up by Landlord. Alternatively, Landlord may elect to
include electricity costs in Expenses. In the absence of Landlord's gross
negligence or willful misconduct, Landlord shall not be liable for, and Tenant
shall not be entitled to, any abatement or reduction of rental by reason of
Landlord's failure to furnish any of the foregoings unless such failure shall
persist for an unreasonable time after written notice of such failure is given
to Landlord by Tenant and provided further that Landlord shall not be liable
when such failure is caused by accident, breakage, repairs, labor disputes of
any character, energy usage restrictions or by any other cause, similar or
dissimilar, beyond the reasonable control of Landlord, Landlord shall use
reasonable efforts to remedy any interruption in the furnishing of services and
utilities.

          13.1.1 Notwithstanding the foregoing to the contrary, if and to the
extent that electricity for the Premises is submetered by Landlord then as
payment for such electricity, Landlord may elect to require Tenant to remit to
Landlord as additional rent a sum equal to $1.50 per rentable square foot of the
Premises per annum, which is Landlord's estimate of the appropriate electricity
charge for the Premises as of the Lease Reference Date, with such amount to be
increased from time to time by notice from Landlord to Tenant to the extent that
the market therefor increases based upon Landlord's judgment (the "Estimated
Electricity Submeter Charge"), with 1/12 of such amount being due and payable in
monthly installments concurrently with Tenant's payment of Monthly Installment
of Rent hereunder.

          13.1.2 On not less than an annual basis (or on such other billing
cycle as Landlord shall determine), Landlord shall review the total Estimated
Electricity Submeter Charge paid by Tenant during such applicable billing period
and if the Estimated Electricity Submeter Charge that Tenant pays pursuant to
the preceding paragraph is less than the actual charges as measured by
Landlord's submetering for such electricity for such applicable billing period,
then Tenant shall pay such deficiency to Landlord as additional rent in one lump
sum within thirty (30) days of receipt of Landlord's bill therefor. If the
Estimated Electricity Submeter Charge that Tenant pays during such applicable
billing period pursuant to the preceding paragraph is more than the actual
charges as measured by Landlord's submetering for such electricity, then
Landlord shall credit the difference against the then next due payments to be
made by Tenant under this Section 13.1, or, if the Lease has been terminated,
refund the difference to Tenant in cash. Tenant shall have the right to verify
the electrical charges of Landlord by conducting an electrical survey by a third
party reasonably approved in advance by Landlord.

          13.2 Should Tenant require any additional work or service, as
described above, including services furnished outside ordinary business hours
specified above, Landlord may, on terms to be agreed, upon reasonable advance
notice by Tenant, furnish such additional service and Tenant agrees to pay
Landlord such charges as may be agreed upon, including any tax (Illegible)
thereon, but in no event at a charge less than Landlord's actual cost plus
overhead for such additional service and, where appropriate, a reasonable
allowance for depreciation of any systems being used to provide such service.
The current charge for after-hours HVAC service, which is subject to change at
any time, is specified on the Reference Pages.


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       13

<PAGE>

Notwithstanding the foregoing to the contrary, however, Tenant shall be
responsible for furnishing its own security within the Premises at Tenant's sole
cost and expense.

     13.3 Wherever heat-generating machines or equipment are used by Tenant in
the Premises which affect the temperature otherwise maintained by the air
conditioning system or Tenant allows occupancy of the Premises by more persons
than the heating and air conditioning system is designed to accommodate (which
heating and air conditioning system shall have been designed in accordance with
plans and specifications agreed to by Tenant in connection with Landlord's
performance of the Landlord's Work as more particularly set forth on EXHIBIT B),
in either event whether with or without Landlord's approval, Landlord reserves
the right to install supplementary heating and/or air conditioning units in or
for the benefit of the Premises and the cost thereof, including the cost of
installation and the cost of operations and maintenance, shall be paid by Tenant
to Landlord within fifteen (15) days of Landlord's demand.

     13.4 Tenant will not, without the written consent of Landlord, use any
apparatus or device in the Premises, including but not limited to, electronic
data processing machines and machines using current in excess of 2000 watts
and/or 20 amps or 120 volts, which will in any way increase the amount of
electricity or water usually furnished or supplied for use of the Premises for
normal office use, nor connect with electric current, except through existing
electrical outlets in the Premises, or water pipes, any apparatus or device for
the purposes of using electrical current or water. If Tenant shall require water
in excess of that usually furnished or supplied for use of the Premises as
normal office use or electric current in excess of 5 watts connected load per
rentable square foot for lights and plugs, then Tenant shall procure the prior
written consent of Landlord for the use thereof, which Landlord may refuse, and
if Landlord does consent, Landlord may cause a water meter or electric current
meter to be installed so as to measure the amount of such excess water and
electric current. The cost of any such meters shall be paid for by Tenant.
Tenant agrees to pay to Landlord within five (5) days of Landlord's demand, the
cost of all such excess water and electric current consumed (as shown by said
meters, if any, or, if none, as reasonably estimated by Landlord) at the rates
charged for such services by the local public utility or agency, as the case may
be, furnishing the same, plus any additional expense incurred in keeping account
of the water and electric current so consumed.

     13.5 Tenant will not, without the written consent of Landlord, contract
with a utility provider to service the Premises with any utility, including, but
not limited to, telecommunications, electricity, water, sewer or gas, which is
not previously providing such service to other tenants in the Building. Subject
to Landlord's reasonable rules and regulations and the provisions of Articles 6
and 26, Tenant shall be entitled to the use of wiring ("Communications Wiring"),
at its own risk, from the existing telecommunications nexus in the Building to
the Premises, sufficient for normal general office use of the Premises. Tenant
shall not install any additional Communications Wiring, nor remove any
Communications Wiring, without in each instance obtaining the prior written
consent of Landlord, which consent may be withheld in Landlord's sole and
absolute discretion. Landlord shall in no event be liable for disruption in any
service obtained by Tenant pursuant to this paragraph.

14. HOLDING OVER. Tenant shall pay Landlord for each day Tenant retains
possession of the Premises or part of them after termination of this Lease by
lapse of time or otherwise at the rate ("Holdover Rate") which shall be one
hundred fifty percent (150%) of the greater of (a) the amount of the Annual Rent
for the last period prior to the date of such termination plus all Rent
Adjustments under Article 4; and (b) one hundred ten percent (110%) of then
market rental value of the Premises as determined by Landlord assuming a new
lease of the Premises of the then usual duration and other terms, in either
case, prorated on a daily basis, and shall also pay all damages sustained by
Landlord by reason of such retention beyond the initial thirty (30) days of such
retention. Such holding over shall constitute a tenancy at sufferance at the
Holdover Rate. In any event, no provision of this Article 14 shall be deemed to
waive Landlord's right of reentry or any other right under this Lease or at law.

15. SUBORDINATION. Landlord hereby represents to Tenant that as of the Lease
Reference Date there are no mortgages or ground leases affecting the Building.
So long as Landlord shall deliver to Tenant a non-disturbance agreement executed
by any future mortgagee or ground lessor of the Building reasonably satisfactory
to Tenant and on such mortgagee's or ground lessor's standard form, this Lease
shall be subject and subordinate at all times to ground or underlying leases and
to the lien of any mortgages or deeds of trust hereafter placed on, against or
affecting the Building, Landlord's interest or estate in the Building, or any
ground or underlying lease; provided, however, that if the lessor, mortgagee,
trustee, or holder of any such mortgage or deed of trust elects to have Tenant's
interest in this Lease be superior to any such instrument, then, by notice to
Tenant, this Lease shall be deemed superior, whether this Lease was executed
before or after said instrument.


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       14

<PAGE>

Notwithstanding the foregoing, Tenant covenants and agrees to execute and
deliver within ten (10) days of Landlord's request such further instruments
evidencing such subordination or superiority of this Lease as may be required by
Landlord.

16. RULES AND REGULATIONS. Tenant shall faithfully observe and comply with all
the rules and regulations as set forth in EXHIBIT D to this Lease and all
reasonable and non-discriminatory modifications of and additions to them from
time to time put into effect by Landlord. Landlord shall not be responsible to
Tenant for the non-performance by any other tenant or occupant of the Building
of any such rules and regulations.

17. REENTRY BY LANDLORD.

     17.1 Landlord reserves and shall at all times have the right to re-enter
the Premises upon twenty-four (24) hours prior written notice, which may be
given by facsimile or email (except in the case of an emergency threatening
personal injury or property damage, in which case no such notice shall be
required) in order to inspect the same, to show said Premises to prospective
purchasers, mortgagees or tenants (but only during the last twelve (12) months
of the Term in case of such tenants), and to alter, improve or repair the
Premises and any portion of the Building, without abatement of Rent, and may for
that purpose erect, use and maintain scaffolding, pipes, conduits and other
necessary structures and open any wall, ceiling or floor in and through the
Building and Premises where reasonably required by the character of the work to
be performed, provided entrance to the Premises shall not be blocked thereby,
and further provided that the business of Tenant shall not be interfered with
unreasonably. No such notice, however, shall be required to provide regularly
scheduled services such as to supply janitor service or any other regularly
scheduled service to be provided by Landlord to Tenant under this Lease.
Landlord shall have the right at any time to change the arrangement and/or
locations of entrances, or passageways, doors and doorways, and corridors,
windows, elevators, stairs, toilets or other public parts of the Building
(provided that no such change shall be within the Premises that results in an
unreasonable configuration of the Premises or a material reduction in the
rentable square footage of the Premises) and to change the name, number or
designation by which the Building is commonly known. In the event that Landlord
damages any portion of any wall or wall covering, ceiling, or floor or floor
covering within the Premises, Landlord shall repair or replace the damaged
portion to match the original as nearly as commercially reasonable but shall not
be required to repair or replace more than the portion actually damaged. Tenant
hereby waives any claim for damages for any injury or inconvenience to or
interference with Tenant's business, any loss of occupancy or quiet enjoyment of
the Premises, and any other loss occasioned by any action of Landlord authorized
by this Article 17.

     17.2 For each of the aforesaid purposes, Landlord shall at all times have
and retain a key with which to unlock all of the doors in the Premises,
excluding Tenant's vaults and safes or special security areas (designated in
advance), and Landlord shall have the right to use any and all means which
Landlord may deem proper to open said doors in an emergency to obtain entry to
any portion of the Premises. As to any portion to which access cannot be had by
means of a key or keys in Landlord's possession, Landlord is authorized to gain
access by such means as Landlord shall elect and the cost of repairing any
damage occurring in doing so shall be borne by Tenant and paid to Landlord
within five (5) days of Landlord's demand.

18. DEFAULT.

     18.1 Except as otherwise provided in Article 20, the following events shall
be deemed to be Events of Default under this Lease:

          18.1.1 Tenant shall fail to pay when due any sum of money becoming due
to be paid to Landlord under this Lease, whether such sum be any installment of
the rent reserved by this Lease, any other amount treated as additional rent
under this Lease, or any other payment or reimbursement to Landlord required by
this Lease, whether or not treated as additional rent under this Lease, and such
failure shall continue for a period of seven (7) days after written notice that
such payment was not made when due, but if any two (2) such notices shall be
given, for the twelve (12) month period commencing with the date of such notice,
the failure to pay within seven (7) days after due any additional sum of money
becoming due to be paid to Landlord under this Lease during such period shall be
an Event of Default, without notice.

          18.1.2 Tenant shall fail to comply with any term, provision or
covenant of this Lease which is not provided for in another Section of this
Article and shall not cure such failure within twenty (20) days (forthwith, if
the failure


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       15

<PAGE>


involves a hazardous condition) after written notice of such failure to Tenant
provided, however, that such failure shall not be an event of default if such
failure could not reasonably be cured during such twenty (20) day period, Tenant
has commenced the cure within such twenty (20) day period and thereafter is
diligently pursuing such cure to completion, but the total aggregate cure period
shall not exceed ninety (90) days.

          18.1.3 Tenant shall fail to vacate the Premises immediately upon
termination of this Lease, by lapse of time or otherwise, or upon termination of
Tenant's right to possession only.

          18.1.4 Tenant shall become insolvent, admit in writing its inability
to pay its debts generally as they become due, file a petition in bankruptcy or
a petition to take advantage of any insolvency statute, make an assignment for
the benefit of creditors, make a transfer in fraud of creditors, apply for or
consent to the appointment of a receiver of itself or of the whole or any
substantial part of its property, or file a petition or answer seeking
reorganization or arrangement under the federal bankruptcy laws, as now in
effect or hereafter amended, or any other applicable law or statute of the
United States or any state thereof.

          18.1.5 A court of competent jurisdiction shall enter an order,
judgment or decree adjudicating Tenant bankrupt, or appointing a receiver of
Tenant, or of the whole or any substantial part of its property, without the
consent of Tenant, or approving a petition filed against Tenant seeking
reorganization or arrangement of Tenant under the bankruptcy laws of the United
States, as now in effect or hereafter amended, or any state thereof, and such
order, judgment or decree shall not be vacated or set aside or stayed within
sixty (60) days from the date of entry thereof.

          18.1.6 The occurrence of any of the events described in Sections
18.1.4 and 18.1.5 with respect to any Guarantor of all or any of Tenant's
obligations under this Lease.

19. REMEDIES.

     19.1 Except as otherwise provided in Article 20, upon the occurrence of any
of the Events of Default described or referred to in Article 18, Landlord shall
have the option to pursue any one or more of the following remedies without any
notice or demand whatsoever, concurrently or consecutively and not
alternatively;

          19.1.1 Landlord may, at its election, terminate this Lease or
terminate Tenant's right to possession only, without terminating the Lease.

          19.1.2 Upon any termination of this Lease, whether by lapse of time
or otherwise, or upon any termination of Tenant's right to possession without
termination of the Lease, Tenant shall surrender possession and vacate the
Premises immediately, and deliver possession thereof to Landlord, and Tenant
hereby grants to Landlord full and free license to enter into and upon the
Premises in such event and to repossess Landlord of the Premises as of
Landlord's former estate and to expel or remove Tenant and any others who may be
occupying or be within the Premises and to remove Tenant's signs and other
evidence of tenancy and all other property of Tenant therefrom without being
deemed in any manner guilty of trespass, eviction or forcible entry or detainer,
and without incurring any liability for any damage resulting therefrom, Tenant
waiving any right to claim damages for such re-entry and expulsion, and without
relinquishing Landlord's right to rent or any other right given to Landlord
under this Lease or by operation of law.

          19.1.3 Upon any termination of this Lease, whether by lapse of time or
otherwise, Landlord shall be entitled to recover as damages, all Rent, including
any amounts treated as additional rent under this Lease, and other sums due and
payable by Tenant on the date of termination, plus as liquidated damages and not
as a penalty, an amount equal to the sum of: (a) an amount equal to the then
present value (using a discount rate equal to the then prime rate as published
by the Wall Street Journal; the "Discount Rate") of the rent reserved in this
Lease for the residue of the stated Term of this Lease including any amounts
treated as additional rent under this Lease and all other sums provided in this
Lease to be paid by Tenant, minus the present value (using the Discount Rate) of
the fair rental value of the Premises for such residue; (b) the value of the
time and expense necessary to obtain a replacement tenant or tenants, and the
estimated expenses described in Section 19.1.4 relating to recovery of the
Premises, preparation for reletting and for reletting itself; and (c) the cost
of performing any other covenants which would have otherwise been performed by
Tenant.


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       16
<PAGE>

          19.1.4 Upon any termination of Tenant's right to possession only
without termination of the Lease:

               19.1.4.1 Neither such termination of Tenant's right to possession
nor Landlord's taking and holding possession thereof as provided in Section
19.1.2 shall terminate the Lease or release Tenant, in whole or in part, from
any obligation, including Tenant's obligation to pay the Rent, including any
amounts treated as additional rent, under this Lease for the full Term, and if
Landlord so elects Tenant shall continue to pay to Landlord the entire amount of
the Rent as and when it becomes due, including any amounts treated as additional
rent under this Lease, for the remainder of the Term plus any other sums
provided in this Lease to be paid by Tenant for the remainder of the Term.

               19.1.4.2 Landlord shall use commercially reasonable efforts to
relet the Premises or portions thereof to the extent required by applicable law.
Landlord and Tenant agree that nevertheless Landlord shall at most be required
to use only the same efforts Landlord then uses to lease premises in the
Building generally and that in any case that Landlord shall not be required to
give any preference or priority to the showing or leasing of the Premises or
portions thereof over any other space that Landlord may be leasing or have
available and may place a suitable prospective tenant in any such other space
regardless of when such other space becomes available and that Landlord shall
have the right to relet the Premises for a greater or lesser term than that
remaining under this Lease, the right to relet only a portion of the Premises,
or a portion of the Premises or the entire Premises as a part of a larger area,
and the right to change the character or use of the Premises. In connection with
or in preparation for any reletting, Landlord may, but shall not be required to,
make repairs, alterations and additions in or to the Premises and redecorate the
same to the extent Landlord deems necessary or desirable, and Tenant shall pay
the cost thereof, together with Landlord's expenses of reletting, including,
without limitation, any commission incurred by Landlord, within five (5) days of
Landlord's demand. Landlord shall not be required to observe any instruction
given by Tenant about any reletting or accept any tenant offered by Tenant
unless such offered tenant has a creditworthiness acceptable to Landlord and
leases the entire Premises upon terms and conditions including a rate of rent
(after giving effect to all expenditures by Landlord for tenant improvements,
broker's commissions and other leasing costs) all no less favorable to Landlord
than as called for in this Lease, nor shall Landlord be required to make or
permit any assignment or sublease for more than the current term or which
Landlord would not be required to permit under the provisions of Article 9.

               19.1.4.3 Until such time as Landlord shall elect to terminate the
Lease and shall thereupon be entitled to recover the amounts specified in such
case in Section 19.1.3, Tenant shall pay to Landlord upon demand the full amount
of all Rent, including any amounts treated as additional rent under this Lease
and other sums reserved in this Lease for the remaining Term, together with the
costs of repairs, alterations, additions, redecorating and Landlord's expenses
of reletting and the collection of the rent accruing therefrom (including
reasonable attorney's fees and broker's commissions), as the same shall then be
due or become due from time to time, less only such consideration as Landlord
may have received from any reletting of the Premises; and Tenant agrees that
Landlord may file suits from time to time to recover any sums falling due under
this Article 19 as they become due. Any proceeds of reletting by Landlord in
excess of the amount then owed by Tenant to Landlord from time to time shall be
credited against Tenant's future obligations under this Lease but shall not
otherwise be refunded to Tenant or inure to Tenant's benefit.

     19.2 Upon the occurrence of an Event of Default, Landlord may (but shall
not be obligated to) cure such default at Tenant's sole expense. Without
limiting the generality of the foregoing, Landlord may, at Landlord's option,
enter into and upon the Premises if Landlord determines in its sole discretion
that Tenant is not acting within a commercially reasonable time to maintain,
repair or replace anything for which Tenant is responsible under this Lease or
to otherwise effect compliance with its obligations under this Lease and correct
the same, without being deemed in any manner guilty of trespass, eviction or
forcible entry and detainer and without incurring any liability for any damage
or interruption of Tenant's business resulting therefrom and Tenant agrees to
reimburse Landlord within five (5) days of Landlord's demand as additional rent,
for any expenses which Landlord may incur in thus effecting compliance with
Tenant's obligations under this Lease, plus interest from the date of
expenditure by Landlord at the Wall Street Journal prime rate.

     19.3 Tenant understands and agrees that in entering into this Lease,
Landlord is relying upon receipt of all the Annual and Monthly Installments of
Rent to become due with respect to all the Premises originally leased hereunder
over the full Initial Term of this Lease for amortization, including interest at
the Amortization Rate. For purposes hereof, the "Concession Amount" shall be
defined as the aggregate of all amounts forgone or expended by Landlord as free
rent under the lease, under EXHIBIT B hereof for the Landlord's Work (as defined
in EXHIBIT B), and for brokers' commissions and legal


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       17

<PAGE>

fees payable by reason of this Lease. Accordingly, Tenant agrees that if this
Lease or Tenant's right to possession of the Premises leased hereunder shall be
terminated as of any date ("Default Termination Date") prior to the expiration
of the full Initial Term hereof by reason of a default of Tenant, there shall be
due and owing to Landlord as of the day prior to the Default Termination Date,
as rent in addition to all other amounts owed by Tenant as of such Date, the
amount ("Unamortized Amount") of the Concession Amount determined as set forth
below; provided, however, that in the event that such amounts are recovered by
Landlord pursuant to any other provision of this Article 19, Landlord agrees
that it shall not attempt to recover such amounts pursuant to this Paragraph
19.3. For the purposes hereof, the Unamortized Amount shall be determined in the
same manner as the remaining principal balance of a mortgage with interest at
the Amortization Rate payable in level payments over the same length of time as
from the effectuation of the Concession Amount concerned to the end of the full
Initial Term of this Lease would be determined. The foregoing provisions shall
also apply to and upon any reduction of space in the Premises, as though such
reduction were a termination for Tenant's default, except that (i) the
Unamortized Amount shall be reduced by any amounts paid by Tenant to Landlord to
effectuate such reduction, and (ii) the manner of application shall be that the
Unamortized Amount shall first be determined as though for a full termination as
of the Effective Date of the elimination of the portion, but then the amount so
determined shall be multiplied by the fraction of which the numerator is the
rentable square footage of the eliminated portion and the denominator is the
rentable square footage of the Premises originally leased hereunder; and the
amount thus obtained shall be the Unamortized Amount.

     19.4 If, on account of any breach or default by Tenant in Tenant's
obligations under the terms and conditions of this Lease, it shall become
necessary or appropriate for Landlord to employ or consult with an attorney or
collection agency concerning or to enforce or defend any of Landlord's rights or
remedies arising under this Lease or to collect any sums due from Tenant, Tenant
agrees to pay all costs and fees so incurred by Landlord, including, without
limitation, reasonable attorneys' fees and costs. TENANT EXPRESSLY WAIVES ANY
RIGHT TO TRIAL BY JURY.

     19.5 Pursuit of any of the foregoing remedies shall not preclude pursuit of
any of the other remedies provided in this Lease or any other remedies provided
by law (all such remedies being cumulative), nor shall pursuit of any remedy
provided in this Lease constitute a forfeiture or waiver of any Rent due to
Landlord under this Lease or of any damages accruing to Landlord by reason of
the violation of any of the terms, provisions and covenants contained in this
Lease.

     19.6 No act or thing done by Landlord or its agents during the Term shall
be deemed a termination of this Lease or an acceptance of the surrender of the
Premises, and no agreement to terminate this Lease or accept a surrender of said
Premises shall be valid, unless in writing signed by Landlord, No waiver by
Landlord of any violation or breach of any of the terms, provisions and
covenants contained in this Lease shall be deemed or construed to constitute a
waiver of any other violation or breach of any of the terms, provisions and
covenants contained in this Lease. Landlord's acceptance of the payment of
rental or other payments after the occurrence of an Event of Default shall not
be construed as a waiver of such Default, unless Landlord so notifies Tenant in
writing. Forbearance by Landlord in enforcing one or more of the remedies
provided in this Lease upon an Event of Default shall not be deemed or construed
to constitute a waiver of such Default or of Landlord's right to enforce any
such remedies with respect to such Default or any subsequent Default.

     19.7 Intentionally Deleted.

     19.8 Any and all property which may be removed from the Premises by
Landlord pursuant to the authority of this Lease or of law, to which Tenant is
or may be entitled, may be handled, removed and/or stored, as the case may be,
by or at the direction of Landlord but at the risk, cost and expense of Tenant,
and Landlord shall in no event be responsible for the value, preservation or
safekeeping thereof. Tenant shall pay to Landlord, upon demand, any and all
expenses incurred in such removal and all storage charges against such property
so long as the same shall be in Landlord's possession or under Landlord's
control. Any such property of Tenant not retaken by Tenant from storage within
ninety (90) days after removal from the Premises shall, at Landlord's option, be
deemed conveyed by Tenant to Landlord under this Lease as by a bill of sale
without further payment or credit by Landlord to Tenant.

     19.9 If more than three (3) Events of Default occur during the Term or any
renewal thereof, Tenant's termination option and renewal option provided for in
this Lease shall be null and void.

20. TENANT'S BANKRUPTCY OR INSOLVENCY.


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       18

<PAGE>

     20.1 If at any time and for so long as Tenant shall be subjected to the
provisions of the United States Bankruptcy Code or other law of the United
States or any state thereof for the protection of debtors as in effect at such
time (each a "Debtor's Law"):

          20.1.1 Tenant, Tenant as debtor-in-possession, and any trustee or
receiver of Tenant's assets (each a "Tenant's Representative") shall have no
greater right to assume or assign this Lease or any interest in this Lease, or
to sublease any of the Premises than accorded to Tenant in Article 9, except to
the extent Landlord shall be required to permit such assumption, assignment or
sublease by the provisions of such Debtor's Law. Without limitation of the
generality of the foregoing, any right of any Tenant's Representative to assume
or assign this Lease or to sublease any of the Premises shall be subject to the
conditions that:

               20.1.1.1 Such Debtor's Law shall provide to Tenant's
Representative a right of assumption of this Lease which Tenant's Representative
shall have timely exercised and Tenant's Representative shall have fully cured
any default of Tenant under this Lease.

               20.1.1.2 Tenant's Representative or the proposed assignee, as the
case shall be, shall have deposited with Landlord as security for the timely
payment of Rent an amount equal to the larger of: (a) three (3) months' Rent and
other monetary charges accruing under this Lease; and (b) any sum specified in
Article 5; and shall have provided Landlord with adequate other assurance of the
future performance of the obligations of the Tenant under this Lease. Without
limitation, such assurances shall include, at least, in the case of assumption
of this Lease, demonstration to the satisfaction of the Landlord that Tenant's
Representative has and will continue to have sufficient unencumbered assets
after the payment of all secured obligations and administrative expenses to
assure Landlord that Tenant's Representative will have sufficient funds to
fulfill the obligations of Tenant under this Lease; and, in the case of
assignment, submission of current financial statements of the proposed assignee,
audited by an independent certified public accountant reasonably acceptable to
Landlord and showing a net worth and working capital in amounts determined by
Landlord to be sufficient to assure the future performance by such assignee of
all of the Tenant's obligations under this Lease.

               20.1.1.3 The assumption or any contemplated assignment of this
Lease or subleasing any part of the Premises, as shall be the case, will not
breach any provision in any other lease, mortgage, financing agreement or other
agreement by which Landlord is bound.

               20.1.1.4 Landlord shall have, or would have had absent the
Debtor's Law, no right under Article 9 to refuse consent to the proposed
assignment or sublease by reason of the identity or nature of the proposed
assignee or sublessee or the proposed use of the Premises concerned.

21. QUIET ENJOYMENT. Landlord represents and warrants that it has full right and
authority to enter into this Lease and that Tenant, while paying the rental and
performing its other covenants and agreements contained in this Lease, shall
peaceably and quietly have, hold and enjoy the Premises for the Term without
hindrance or molestation from Landlord subject to the terms and provisions of
this Lease. Landlord shall not be liable for any interference or disturbance by
other tenants or third persons, nor shall Tenant be released from any of the
obligations of this Lease because of such interference or disturbance.

22. CASUALTY.

     22.1 In the event the Premises or the Building are damaged by fire or other
cause and in Landlord's reasonable estimation such damage can be materially
restored within one hundred eighty (180) days, Landlord shall forthwith repair
the same and this Lease shall remain in full force and effect, except that
Tenant shall be entitled to a proportionate abatement in Rent from the date of
such damage. Such abatement of Rent shall be made pro rata in accordance with
the extent to which the damage and the making of such repairs shall interfere
with the use and occupancy by Tenant of the Premises from time to time. Within
forty-five (45) days from the date of such damage, Landlord shall notify Tenant,
in writing, of Landlord's reasonable estimation of the length of time within
which material restoration can be made, and Landlord's determination shall be
binding on Tenant. For purposes of this Lease, the Building or Premises shall be
deemed "materially restored" if


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       19

<PAGE>

they are in such condition as would not prevent or materially interfere with
Tenant's use of the Premises for the purpose for which it was being used
immediately before such damage.

     22.2 If such repairs cannot, in Landlord's reasonable estimation, be made
within one hundred eighty (180) days, Landlord and Tenant shall each have the
option of giving the other, at any time within sixty (60) days after such
damage, notice terminating this Lease as of the date of such damage. In the
event of the giving of such notice, this Lease shall expire and all interest of
the Tenant in the Premises shall terminate as of the date of such damage as if
such date had been originally fixed in this Lease for the expiration of the
Term. In the event that neither Landlord nor Tenant exercises its option to
terminate this Lease, then Landlord shall repair or restore such damage, this
Lease continuing in full force and effect, and the Rent hereunder shall be
proportionately abated as provided in Section 22.1.

     22.3 Landlord shall not be required to repair or replace any damage or loss
by or from fire or other cause to any panelings, decorations, partitions,
additions, railings, ceilings, floor coverings, office fixtures or any other
property or improvements installed on the Premises by, or belonging to, Tenant,
except to the extent covered by Landlord's insurance paid for by Tenant through
Expenses. Any insurance which may be carried by Landlord or Tenant against loss
or damage to the Building or Premises shall be for the sole benefit of the party
carrying such insurance and under its sole control.

     22.4 In the event that Landlord should fail to complete such repairs and
material restoration within sixty (60) days after the date estimated by Landlord
therefor as extended by this Section 22.4, Tenant may at its option and as its
sole remedy terminate this Lease by delivering written notice to Landlord,
within fifteen (15) days after the expiration of said period of time, whereupon
the Lease shall end on the date of such notice or such later date fixed in such
notice as if the date of such notice was the date originally fixed in this Lease
for the expiration of the Term; provided, however, that if construction is
delayed because of changes, deletions or additions in construction requested by
Tenant, approval procedures imposed by the Town of Bedford or any other
governmental authority, Tenant Delay, strikes, lockouts, casualties, Acts of
God, war, material or labor shortages, government regulation or control or other
causes beyond the reasonable control of Landlord (any of such events being an
event of "Force Majeure"), the period for restoration, repair or rebuilding
shall be extended for the amount of time Landlord is so delayed.

     22.5 Notwithstanding anything to the contrary contained in this Article:
(a) Landlord shall not have any obligation whatsoever to repair, reconstruct, or
restore the Premises when the damages resulting from any casualty covered by the
provisions of this Article 22 occur during the last twelve (12) months of the
Term or any extension thereof, but if Landlord determines not to repair such
damages Landlord shall notify Tenant and if such damages shall render any
material portion of the Premises unusable for their intended purpose under this
Lease, Tenant shall have the right to terminate this Lease by notice to Landlord
within fifteen (15) days after receipt of Landlord's notice; and (b) in the
event the holder of any indebtedness secured by a mortgage or deed of trust
covering the Premises or Building requires that any insurance proceeds be
applied to such indebtedness, then Landlord shall have the right to terminate
this Lease by delivering written notice of termination to Tenant within fifteen
(15) days after such requirement is made by any such holder, whereupon this
Lease shall end on the date of such damage as if the date of such damage were
the date originally fixed in this Lease for the expiration of the Term.

     22.6 In the event of any damage or destruction to the Building or Premises
by any peril covered by the provisions of this Article 22, it shall be Tenant's
responsibility to properly secure the Premises and upon notice from Landlord to
remove forthwith, at its sole cost and expense, such portion of all of the
property belonging to Tenant or its licensees from such portion or all of the
Building or Premises as Landlord shall request.

23. EMINENT DOMAIN. If all or any substantial part of the Premises or more than
ten percent (10%) of the parking allocated to Tenant under this Lease, or access
to the Building shall be taken or appropriated by any public or quasi-public
authority under the power of eminent domain, or conveyance in lieu of such
appropriation, either party to this Lease shall have the right, at its option,
of giving the other, at any time within thirty (30) days after such taking,
notice terminating this Lease, except that Tenant may only terminate this Lease
by reason of taking or appropriation, if such taking or appropriation shall be
so substantial as to materially interfere with Tenant's use and occupancy of the
Premises. If neither party to this Lease shall so elect to terminate this Lease,
the rental thereafter to be paid shall be adjusted on a fair and equitable basis
under the circumstances. In addition to the rights of Landlord above, if any
substantial part of the Building shall be taken or appropriated by any public or
quasi-public authority under the power of eminent domain or conveyance in lieu
thereof, and


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       20
<PAGE>

regardless of whether the Premises or any part thereof are so taken or
appropriated, Landlord shall have the right, at its sole option, to terminate
this Lease. Landlord shall be entitled to any and all income, rent, award, or
any interest whatsoever in or upon any such sum, which may be paid or made in
connection with any such public or quasi-public use or purpose, and Tenant
hereby assigns to Landlord any interest it may have in or claim to all or any
part of such sums, other than any separate award which may be made with respect
to Tenant's trade fixtures and relocation and moving expenses. Tenant shall make
no claim for the value of any unexpired Term.

24. SALE BY LANDLORD. In event of a sale or conveyance by Landlord of the
Building, the same shall operate to release Landlord from any future liability
upon any of the covenants or conditions, expressed or implied, contained in this
Lease in favor of Tenant, and in such event Tenant agrees to look solely to the
responsibility of the successor in interest of Landlord in and to this Lease.
Except as set forth in this Article 24, this Lease shall not be affected by any
such sale and Tenant agrees to attorn to the purchaser or assignee. If any
security has been given by Tenant to secure the faithful performance of any of
the covenants of this Lease, Landlord may transfer or deliver said security, as
such, to Landlord's successor in interest and thereupon Landlord shall be
discharged from any further liability with regard to said security.

25. ESTOPPEL CERTIFICATES. Within fifteen (15) days following any written
request from either Landlord or Tenant, Landlord or Tenant, as the case may be,
shall execute and deliver to the requesting party a sworn statement certifying:
(a) the date of commencement of this Lease; (b) the fact that this Lease is
unmodified and in full force and effect (or, if there have been modifications to
this Lease, that this Lease is in full force and effect, as modified, and
stating the date and nature of such modifications); (c) the date to which the
Rent and other sums payable under this Lease have been paid; (d) the fact that
there are no current defaults under this Lease by either Landlord or Tenant
except as specified in such statement; and (e) such other matters as may be
requested by the requesting party. Landlord and Tenant intend that any statement
delivered pursuant to this Article 25 may be relied upon by any mortgagee,
beneficiary or purchaser. Tenant irrevocably agrees that if Tenant fails to
execute and deliver such certificate within such fifteen (15) day period
Landlord or Landlord's beneficiary or agent may execute and deliver such
certificate on Tenant's behalf, and that such certificate shall be fully binding
on Tenant.

26. SURRENDER OF PREMISES.

     26.1 Tenant shall arrange to meet Landlord for two (2) joint inspections of
the Premises, the first to occur at least thirty (30) days (but no more than one
hundred eighty (180) days) before the last day of the Term, and the second to
occur not later than forty-eight (48) hours after Tenant has vacated the
Premises. In the event of Tenant's failure to arrange such joint inspections
and/or participate in either such inspection, Landlord's inspection at or after
Tenant's vacating the Premises shall be conclusively deemed correct for purposes
of determining Tenant's responsibility for repairs and restoration.

     26.2 All alterations, additions, and improvements in, on, or to the
Premises made or installed by or for Tenant, including, without limitation,
carpeting (collectively, "Alterations"), shall be and remain the property of
Tenant during the Term. Upon the expiration or sooner termination of the Term,
all Alterations shall become a part of the realty and shall belong to Landlord
without compensation, and title shall pass to Landlord under this Lease as by a
bill of sale. At the end of the Term or any renewal of the Term or other sooner
termination of this Lease, Tenant will peaceably deliver up to Landlord
possession of the Premises, together with all Alterations by whomsoever made, in
the same conditions received or first installed, broom clean and free of all
debris, excepting only ordinary wear and tear and damage by fire or other
casualty. Tenant must, at Tenant's sole cost, remove upon termination of this
Lease, any and all of Tenant's furniture, furnishings, equipment, movable
partitions of less than full height from floor to ceiling and other trade
fixtures and personal property, as well as all data/telecommunications cabling
and wiring installed by or on behalf of Tenant, whether inside walls, under any
raised floor or above any ceiling (collectively, "Personalty"). Personalty not
so removed shall be deemed abandoned by the Tenant and title to the same shall
thereupon pass to Landlord under this Lease as by a bill of sale, but Tenant
shall remain responsible for the cost of removal and disposal of such
Personalty, as well as any damage caused by such removal. In lieu of requiring
Tenant to remove Alterations and Personalty and repair the Premises as
aforesaid, Landlord may, by written notice to Tenant delivered at least ninety
(90) days before the Termination Date, require Tenant to pay to Landlord, as
additional rent hereunder, the cost of such removal and repair in an amount
reasonably estimated by Landlord.

     26.3 All obligations of Tenant under this Lease not fully performed as of
the expiration or earlier termination of the Term shall survive the expiration
or earlier termination of the Term Upon the expiration or earlier termination of
the


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       21

<PAGE>

Term, Tenant shall pay to Landlord the amount, as estimated by Landlord,
necessary to repair and restore the Premises as provided in this Lease and/or to
discharge Tenant's obligation for unpaid amounts due or to become due to
Landlord. All such amounts shall be used and held by Landlord for payment of
such obligations of Tenant, with Tenant being liable for any additional costs
upon demand by Landlord, or with any excess to be returned to Tenant after all
such obligations have been determined and satisfied. Any otherwise unused
Security Deposit shall be credited against the amount payable by Tenant under
this Lease.

27. NOTICES. Any notice or document required or permitted to be delivered under
this Lease shall be addressed to the intended recipient, by fully prepaid
registered or certified United States Mail return receipt requested, or by
reputable independent contract delivery service furnishing a written record of
attempted or actual delivery, and shall be deemed to be delivered when tendered
for delivery to the addressee at its address set forth on the Reference Pages,
or at such other address as it has then last specified by written notice
delivered in accordance with this Article 27, or if to Tenant at either its
aforesaid address or its last known registered office or home of a general
partner or individual owner, whether or not actually accepted or received by the
addressee. Any such notice or document may also be personally delivered if a
receipt is signed by and received from, the individual, if any, named in
Tenant's Notice Address.

28. TAXES PAYABLE BY TENANT. In addition to Rent and other charges to be paid by
Tenant under this Lease, Tenant shall reimburse to Landlord, upon demand, any
and all taxes payable by Landlord (other than net income taxes) whether or not
now customary or within the contemplation of the parties to this Lease: (a)
upon, allocable to, or measured by or on the gross or net rent payable under
this Lease, including without limitation any gross income tax or excise tax
levied by the State, any political subdivision thereof, or the Federal
Government with respect to the receipt of such Rent; (b) upon or with respect to
the possession, leasing, operation, management, maintenance, alteration, repair,
use or occupancy of the Premises or any portion thereof, including any sales,
use or service tax imposed as a result thereof; (c) upon or measured by Tenant's
gross receipts or payroll or the value of Tenant's equipment, furniture,
fixtures and other personal property of Tenant or leasehold improvements,
alterations or additions located in the Premises; or (d) upon this transaction
or any document to which Tenant is a party creating or transferring any interest
of Tenant in this Lease or the Premises. In addition to the foregoing, Tenant
agrees to pay, before delinquency, any and all taxes levied or assessed against
Tenant and which become payable during the term hereof upon Tenant's equipment,
furniture, fixtures and other personal property of Tenant located in the
Premises.

29. INTENTIONALLY DELETED.

30. PARKING.

     30.1 During the initial Term of this Lease, Tenant agrees to lease from
Landlord and Landlord agrees to lease to Tenant, the number and type of parking
spaces as set forth on the Reference Pages of this Lease and Landlord hereby
agrees that during the Term of this Lease, Landlord shall use reasonable efforts
not to over-commit to occupants of the Park the parking spaces that are
available in the Park during normal business hours. This right to park in the
Building's parking facilities (the "Parking Facility") shall be on an
unreserved, nonexclusive, first come, first served basis, for passenger-size
automobiles and is subject to the following terms and conditions:

          30.1.1 Tenant shall at all times abide by and shall cause each of
Tenant's employees, agents, customers, visitors, invitees, licensees,
contractors, assignees and subtenants (collectively, "Tenant's Parties") to
abide by any rules and regulations ("Rules") for use of the Parking Facility
that Landlord or Landlord's garage operator reasonably establishes from time to
time, and otherwise agrees to use the Parking Facility in a safe and lawful
manner. Landlord reserves the right to adopt, modify and enforce the Rules
governing the use of the Parking Facility from time to time including any
key-card, sticker or other identification or entrance system and hours of
operation. Landlord may refuse to permit any person who violates such Rules to
park in the Parking Facility, and any violation of the Rules shall subject the
car to removal from the Parking Facility.

          30.1.2 Unless specified to the contrary above, the parking spaces
hereunder shall be provided on a non-designated "first-come, first-served"
basis. Landlord reserves the right to assign specific spaces, and to reserve
spaces for visitors, small cars, disabled persons or for other tenants or
guests, and Tenant shall not park and shall not allow Tenant's Parties to park
in any such assigned or reserved spaces. Tenant may validate visitor parking by
such method as Landlord


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       22

<PAGE>

may approve, at the validation rate from time to time generally applicable to
visitor parking. Tenant acknowledges that the Parking Facility may be closed
entirely or in part in order to make repairs or perform maintenance services, or
to alter, modify, re-stripe or renovate the Parking Facility, or if required by
casualty, strike, condemnation, act of God, governmental law or requirement or
other reason beyond the operator's reasonable control.

          30.1.3 Tenant acknowledges that to the fullest extent permitted by
law, Landlord shall have no liability for any damage to property or other items
located in the parking areas of the Parcel (including without limitation, any
loss or damage to tenant's automobile or the contents thereof due to theft,
vandalism or accident), nor for any personal injuries or death arising out of
the use of the Parking Facility by Tenant or any Tenant's Parties, whether or
not such loss or damage results from Landlord's active negligence or negligent
omission. The limitation on Landlord's liability under the preceding sentence
shall not apply however to loss or damage arising directly from Landlord's
willful misconduct. Without limiting the foregoing, if Landlord arranges for the
parking areas to be operated by an independent contractor not affiliated with
Landlord, Tenant acknowledges that Landlord shall have no liability for claims
arising through acts or omissions of such independent contractor. Tenant and
Tenant's Parties each hereby voluntarily releases, discharges, waives and
relinquishes any and all actions or causes of action for personal injury or
property damage occurring to Tenant or any of Tenant's Parties arising as a
result of parking in the Parking Facility, or any activities incidental thereto,
wherever or however the same may occur, and further agrees that Tenant will not
prosecute any claim for personal injury or property damage against Landlord or
any of its officers, agents, servants or employees for any said causes of action
and in all events, Tenant agrees to look first to its insurance carrier and to
require that Tenant's Parties look first to their respective insurance carriers
for payment of any losses sustained in connection with any use of the Parking
Facility. Tenant hereby waives on behalf of its insurance carriers all rights of
subrogation against Landlord or Landlord's agents.

          30.1.4 Tenant's right to park as described in this Article and this
Lease is exclusive to Tenant and shall not pass to any assignee or sublessee
(other than to an assignee or subtenant approved by Landlord in accordance with
Article 9 of this Lease) without the express written consent of Landlord. Such
consent is at the sole discretion of the Landlord.

          30.1.5 In the event any surcharge or regulatory fee is at any time
imposed by any governmental authority with reference to parking, Tenant shall
(commencing after two (2) weeks' notice to Tenant) pay, per parking pass, such
surcharge or regulatory fee to Landlord in advance on the first day of each
calendar month concurrently with the monthly installment of Rent due under this
Lease. Landlord will enforce any surcharge or fee in an equitable manner amongst
the Building tenants.

     30.2 If Tenant violates any of the terms and conditions of this Article,
the operator of the Parking Facility shall have the right to remove from the
Parking Facility any vehicles hereunder which shall have been involved or shall
have been owned or driven by parties involved in causing such violation, without
liability therefor whatsoever. In addition, Landlord shall have the right to
cancel Tenant's right to use the Parking Facility pursuant to this Article upon
ten (10) days' written notice, unless within such ten (10) day period, Tenant
cures such default. Such cancellation right shall be cumulative and in addition
to any other rights or remedies available to Landlord at law or equity, or
provided under this Lease.

31. DEFINED TERMS AND HEADINGS. The Article headings shown in this Lease are for
convenience of reference and shall in no way define, increase, limit or describe
the scope or intent of any provision of this Lease. Any indemnification or
insurance of Landlord shall apply to and inure to the benefit of all the
following "Landlord Entities", being Landlord, Landlord's investment manager,
and the trustees, boards of directors, officers, general partners,
beneficiaries, stockholders, employees and agents of each of them. Any option
granted to Landlord shall also include or be exercisable by Landlord's trustee,
beneficiary, agents and employees, as the case may be. In any case where this
Lease is signed by more than one person, the obligations under this Lease shall
be joint and several. The terms "Tenant" and "Landlord" or any pronoun used in
place thereof shall indicate and include the masculine or feminine, the singular
or plural number, individuals, firms or corporations, and their and each of
their respective successors, executors, administrators and permitted assigns,
according to the context hereof. The term "rentable area" shall mean the
rentable area of the Premises or the Building as calculated by the Landlord on
the basis of the plans and specifications of the Building including a
Proportionate share of any common areas. Tenant hereby accepts and agrees to be
bound by the figures for the rentable square footage of the Premises and
Tenant's Proportionate Share shown on the Reference Pages; however, Landlord may
adjust either or both figures if there is manifest error, addition or
subtraction to the Building or any business park or complex of which the
Building is a part, remeasurement or other circumstance reasonably justifying
adjustment. The term "Building" refers to the structure in which the Premises
are


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       23

<PAGE>

located and the common areas (parking lots, sidewalks, landscaping, etc.)
appurtenant thereto. If the Building is part of a larger complex of structures,
the term "Building" may include the entire complex, where appropriate (such as
shared Expenses or Taxes) and subject to Landlord's reasonable discretion.

32. TENANT'S AUTHORITY. If Tenant signs as a corporation, partnership, trust or
other legal entity each of the persons executing this Lease on behalf of Tenant
represents and warrants that Tenant has been and is qualified to do business in
the state in which the Building is located, that the entity has full right and
authority to enter into this Lease, and that all persons signing on behalf of
the entity were authorized to do so by appropriate actions. Tenant agrees to
deliver to Landlord, simultaneously with the delivery of this Lease, a corporate
resolution, proof of due authorization by partners, opinion of counsel or other
appropriate documentation reasonably acceptable to Landlord evidencing the due
authorization of Tenant to enter into this Lease.

     Tenant hereby represents and warrants that neither Tenant, nor any persons
or entities holding any legal or beneficial interest whatsoever in Tenant, are
(i) the target of any sanctions program that is established by Executive Order
of the President or published by the Office of Foreign Assets Control, U.S.
Department of the Treasury ("OFAC"); (ii) designated by the President or OFAC
pursuant to the Trading with the Enemy Act, 50 U.S.C. App. Section 5, the
International Emergency Economic Powers Act, 50 U.S.C. Sections 1701-06, the
Patriot Act, Public Law 107-56, Executive Order 13224 (September 23, 2001) or
any Executive Order of the President issued pursuant to such statutes; or (iii)
named on the following list that is published by OFAC: "List of Specially
Designated Nationals and Blocked Persons." If the foregoing representation is
untrue at any time during the Term, an Event of Default will be deemed to have
occurred, without the necessity of notice to Tenant.

33. FINANCIAL STATEMENTS AND CREDIT REPORTS. At Landlord's request, which shall
be made no more often than once in any Lease Year (except in the case of a sale,
financing or refinancing of the Building) and provided that Landlord executes a
reasonable confidentiality agreement with respect to the same, Tenant shall
deliver to Landlord a copy, certified by an officer of Tenant as being a true
and correct copy, of Tenant's most recent audited financial statement, or, if
unaudited, certified by Tenant's chief financial officer as being true, complete
and correct in all material respects. Tenant hereby authorizes Landlord to
obtain one or more credit reports on Tenant at any time, and shall execute such
further authorizations as Landlord may reasonably require in order to obtain a
credit report.

34. COMMISSIONS. Each of the parties represents and warrants to the other that
it has not dealt with any broker or finder in connection with this Lease, except
as described on the Reference Pages.

35. TIME AND APPLICABLE LAW. Time is of the essence of this Lease and all of its
provisions. This Lease shall in all respects be governed by the laws of the
state in which the Building is located.

36. SUCCESSORS AND ASSIGNS. Subject to the provisions of Article 9, the terms,
covenants and conditions contained in this Lease shall be binding upon and inure
to the benefit of the heirs, successors, executors, administrators and assigns
of the parties to this Lease.

37. ENTIRE AGREEMENT. This Lease, together with its exhibits, contains all
agreements of the parties to this Lease and supersedes any previous
negotiations. There have been no representations made by the Landlord or any of
its representatives or understandings made between the parties other than those
set forth in this Lease and its exhibits. This Lease may not be modified except
by a written instrument duly executed by the parties to this Lease.

38. EXAMINATION NOT OPTION. Submission of this Lease shall not be deemed to be a
reservation of the Premises. Landlord shall not be bound by this Lease until it
has received a copy of this Lease duly executed by Tenant and has delivered to
Tenant a copy of this Lease duly executed by Landlord, and until such delivery
Landlord reserves the right to exhibit and lease the Premises to other
prospective tenants. Notwithstanding anything contained in this Lease to the
contrary, Landlord may withhold delivery of possession of the Premises from
Tenant until such time as Tenant has paid to Landlord any security deposit
required by Article 5, the first month's Rent as set forth in Article 3 and any
sum owed pursuant to this Lease.


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       24

<PAGE>

39. RECORDATION. Tenant shall not record or register this Lease; provided,
however, the parties shall execute a short form notice of lease in the form
attached hereto as EXHIBIT J and Tenant shall pay all charges and taxes incident
to the recording or registration of such notice of lease.

40. USE OF BACK-UP GENERATOR AND OTHER COMPONENTS. Tenant shall have the
exclusive right to use the back-up generator, uninterrupted power supply and
components of the existing raised floor data rooms (consisting of the raised
flooring, supplemental cooling units and below floor fire compression system)
currently located on the first (1st) floor of the Building in their current "as
is" condition (collectively, the "Back-Up Power And Supplemental Components")
which Back-Up Power And Supplemental Components shall be relocated to the
Premises by Landlord at Tenant's sole cost and expense and Landlord makes no
representations or warranties regarding the working condition of the same.
Landlord shall have no obligations to Tenant with respect to the repair,
maintenance or replacement of the Back-Up Power And Supplemental Components.
Tenant shall be responsible, at Tenant's sole cost and expense, for maintaining,
testing, refueling and cleaning the Back-Up Power And Supplemental Components,
all in compliance with applicable government laws, ordinances, rules and
regulations. Tenant shall, at its own cost and expense, enter into a regularly
scheduled preventive maintenance/service contract with a maintenance contractor
approved by Landlord for servicing the Back-Up Power And Supplemental Components
(and a copy thereof shall be furnished to Landlord). The service contract must
include all services suggested by the equipment manufacturers in the
operation/maintenance manual or required by applicable government laws,
ordinances, rules and regulations and must become effective as of the
Commencement Date. Landlord may, upon notice to Tenant, enter into such a
maintenance/service contract on behalf of Tenant or perform the work and, in
either case, charge Tenant the cost thereof along with a reasonable amount for
Landlord's overhead.

     To the extent necessary, Tenant may handle, store, use or dispose of diesel
fuel to the extent customary and necessary for the use of the Back-Up Power And
Supplemental Components; provided, however, that Tenant shall always handle,
store, use and dispose of any such diesel fuel in a safe and lawful manner and
never allow such diesel fuel to contaminate the Premises, Building and
appurtenant land or the environment Tenant shall protect, defend, indemnify and
hold each and all of the Landlord Entities harmless from and against any and all
loss, claims, liability or costs (including court costs and attorneys' fees)
incurred by reason of any actual or asserted failure of Tenant to fully comply
with all applicable Environmental Laws, or the presence, handling, use or
disposition in or from the Premises of any Hazardous Materials (even though
permissible under all applicable Environmental Laws or the provisions of this
Lease), or by reason of any actual or asserted failure of Tenant to keep,
observe or perform any provision of this paragraph.

     Tenant shall keep in force at all times with respect to the Back-Up Power
And Supplemental Components a Commercial General Liability insurance policy or
policies (which complies with the other requirements of the Lease) to protect
the Landlord Entities against any liability to the public or to any invitee of
Tenant or a Landlord Entity incidental to the use of the Back-Up Power And
Supplemental Components or resulting from any accident occurring in or upon the
Premises (including the space used for the Back-Up Power And Supplemental
Components) with a limit of not less than $2,000,000.00 per occurrence and not
less than $3,000,000.00 in the annual aggregate, or such larger amount as
Landlord may prudently require from time to time, covering bodily injury and
property damage liability and $2,000,000 products/completed operations
aggregate.

     The indemnification provided to the Landlord Entities by Tenant under the
Lease shall include any and all loss, claims, liability or costs (including
court costs and attorney's fees) incurred by reason of any actual or alleged
damage to any property (including but not limited to property of any Landlord
Entity) or any injury (including but not limited to death) to any person
occurring in, on or about the Premises (including the space used for the Back-Up
Power And Supplemental Components) or the Building to the extent that such
injury or damage shall be alleged to be caused by or arise from the
installation, operation, maintenance, testing, refueling or cleaning of the
Back-Up Power And Supplemental Components.

41. OPTION TO EXTEND. Provided that (i) this Lease is in full force and effect
and Tenant is not in default under any of the other terms and conditions of this
Lease at the time of notification and commencement, and (ii) SoundBite
Communications, Inc. occupies substantially all of the original Premises at the
time of notification and commencement, then Tenant shall have one (1) option to
extend this Lease for a term of five (5) years (the "Extension Term"), for the
portion of the Premises being leased by Tenant as of the date the Extension Term
is to commence, on the same terms and conditions set forth in the Lease, except
as modified by the terms, covenants and conditions as set forth below:


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       25

<PAGE>

     a.   If Tenant elects to exercise said option, then Tenant shall provide
          Landlord with written notice no earlier than the date which is fifteen
          (15) months prior to the Termination Date, but no later than the date
          which is twelve (12) months prior to the Termination Date. If Tenant
          fails to provide such written notice, Tenant shall have no further or
          additional right to extend or renew the term of the Lease.

     b.   The Annual Rent and Monthly Installment for the Extension Term shall
          be the Fair Market Rent (as hereinafter defined). Landlord shall
          advise Tenant of its determination of Fair Market Rent for the
          Extension Term for the Premises no later than thirty (30) days after
          receipt of Tenant's written request therefor. Said request shall be
          made no earlier than sixty (60) days prior to the first date on which
          Tenant may exercise its option under this Article. Tenant's request
          for Landlord's determination of Fair Market Rent shall not be deemed
          an acceptance of Landlord's determination of Fair Market Rent or an
          exercise of any option to extend the Term for the Extension Term. If
          Tenant does not agree with Landlord's determination of Fair Market
          Rent, Landlord and Tenant shall attempt to resolve any differences
          with respect thereto in good faith for a period of thirty (30) days.
          If Tenant and Landlord are unable to agree on a mutually acceptable
          Fair Market Rent promptly following the expiration of such thirty (30)
          day period, but in no event later than ninety (90) days prior to the
          Termination Date, Landlord and Tenant shall each appoint a qualified
          MAI appraiser doing business in the area, in turn those two (2)
          independent MAI appraisers shall appoint a third (3rd) MAI appraiser
          and the majority shall decide upon the fair market rental for the
          Premises as of the Termination Date using the factors set forth below
          in the definition of Fair Market Rent. Landlord and Tenant shall
          equally share in the expense of this appraisal. As used herein, the
          term "Fair Market Rent" shall mean the fair market rental rate per
          square foot that would be agreed upon between a landlord and a tenant
          entering into a renewal lease for comparable space as to location,
          configuration, size and use, in comparable buildings in the greater
          Bedford, Massachusetts area as to quality, reputation and age, with a
          comparable build-out and term, and comparable operating expenses, real
          estate taxes and other relevant considerations, including tenant
          concessions being offered and brokerage fees.

     c.   This option is not transferable; the parties hereto acknowledge and
          agree that they intend that the aforesaid option to extend this Lease
          shall be "personal" to Tenant as set forth above and that in no event
          will any assignee or sublessee have any rights to exercise the
          aforesaid option to extend.

42. TERMINATION OPTION. Subject to the conditions set forth below, Tenant shall
have the right to terminate the Lease (the "Termination Option") on any date
during or following the thirty-sixth (36th) month of the Term and prior to the
sixtieth (60th) month of the Term (the "Termination Date"), provided (i) Tenant
notifies Landlord in writing (the "Termination Notice") of Tenant's intention to
terminate the Lease at least nine (9) months prior to the Termination Date, and
(ii) Tenant pays to Landlord the "Early Termination Fee" on the date that Tenant
delivers the Termination Notice to Landlord, time being of the essence with
respect thereto. The Early Termination Fee shall be calculated as of the
applicable Termination Date, and shall mean the then (i.e., as of the applicable
Termination Date) unamortized portion of the "Transaction Costs," which
Transaction Costs shall include Landlord attorneys' fees, brokerage fees, the
total cost of the Landlord's Work (including architects', engineers' and
consultants' fees), design fees, demising costs and any fee rent granted to
Tenant by Landlord in connection with this Lease, but which Transaction Costs
shall expressly exclude the cost of the Base Building Work (as defined in
EXHIBIT B). The unamortized portion of the Transaction Costs shall be calculated
in the aggregate to equal the amount of principal which would remain unpaid as
of the Termination Date with respect to a loan in an original amount equal to
the Transaction Costs and which is repaid in equal monthly installments of
principal and interest on a direct reduction basis over a six (6) year term
beginning on the Commencement Date with interest at the rate of ten (10%)
percent per annum. If Tenant fails to (a) timely exercise the Termination Option
in accordance with the provisions of this Section 42; or (b) deliver to Landlord
the Termination Fee simultaneously with Tenant's delivery of the Termination
Notice, the Termination Option and this Section 42 shall be null and void and
without further force and effect. Tenant's right to terminate the Lease as set
forth herein is conditioned upon (i) no Event of Default having occurred on more
than two (2) occasions on or before the date the Termination Notice is delivered
to Landlord, (ii) this Lease being in force and effect on the date the
Termination Notice is delivered to Landlord, and (iii) Landlord having received
the Termination Fee when required as aforesaid.


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       26

<PAGE>

     Notwithstanding the foregoing provisions of this Section 42 to the
contrary, however, if Tenant effectively and timely exercises its right to
expand the Premises into any portion of the Applicable Expansion Space (as
hereinafter defined) as set forth in Section 43 below, then Tenant's right to
exercise its Termination Option shall be terminated as of the date of Tenant's
effective exercise of such expansion right and Tenant's Termination Option shall
become null and void as of the date of Tenant's effective exercise of such
expansion right. Further notwithstanding the foregoing provisions of this
Section 42 to the contrary, if Tenant timely exercises the Termination Option
and thereafter an Event of Default occurs, then Landlord may elect to nullify
the exercise of the Termination Option by giving written notice thereof to
Tenant on or before the Termination Date. Should Tenant effectively exercise its
Termination Option as set forth herein, (y) the Term of this Lease shall
automatically terminate on the Termination Date, with all the terms and
conditions of this Lease, including, without limitation, the obligation to pay
Rent and additional rent, remaining in full force and effect until the
Termination Date, and (z) Tenant shall relinquish, yield up and surrender the
Premises to Landlord on the Termination Date in accordance with the provisions
of this Lease.

43. EXPANSION RIGHTS. Provided that (a) Tenant is not then in default under the
terms, covenants and conditions of this Lease, and (b) SoundBite Communications,
Inc. has continuously occupied the entire original Premises at the time Tenant
exercises any of the following rights set forth in this Section 43 and at the
time any Applicable Expansion Space (as hereinafter defined) is to be added to
the original Premises, then Tenant shall have certain rights to lease all or any
portion of that certain space on the first (1st) floor of the building in the
Park known as and numbered 20 Crosby Drive ("Building 20") (shown on EXHIBIT E
hereto in its entirety as the "Applicable Expansion Space") during the initial
Term of this Lease, which rights shall be (i) exercisable by Tenant strictly in
accordance with the terms and provisions of this Section 43, (ii) subject to the
rights that other tenants, subtenants, licensees or occupants of Building 20
and/or the Park may have with respect to all or any portion of the Applicable
Expansion Space, (iii) subject to the right of Landlord to extend or renew any
current lease, sublease, license or occupancy agreement with any tenant,
subtenant, licensee or occupant of all or any portion of the Applicable
Expansion Space (or enter into any new lease, sublease, license or occupancy
agreement with the same party even if no extension or renewal rights are
contained in such current lease, sublease, license or occupancy agreement) (the
rights described in clauses (ii) and (iii) of this paragraph shall be
collectively defined herein as the "Prior Rights"), and (iv) subject to
Landlord's right to continue to market any vacant Applicable Expansion Space and
issue lease proposals to prospective third party tenants other than Tenant
(each, an "Initial Proposal") with respect thereto during the Term of this
Lease.

     43.1 During the period commencing on the Commencement Date and expiring on
the twelve (12) month anniversary of the Commencement Date (the "Initial
Expansion Space Period"), upon any third party's (other than a party exercising
a Prior Right) acceptance of any Initial Proposal from Landlord (the "Initial
Expansion Space Period Proposal"), Landlord shall promptly notify Tenant of such
third party's acceptance of such Initial Expansion Space Period Proposal and the
portion of the Applicable Expansion Space subject to such accepted Initial
Expansion Space Period Proposal (the "Initial Expansion Period Accepted Space")
whereupon Tenant shall have six (6) business days to exercise its right to lease
the Initial Expansion Period Accepted Space on the same terms and conditions set
forth in this Lease except that: (i) the delivery date of the Initial Expansion
Period Accepted Space shall be the delivery date set forth in such Initial
Expansion Space Period Proposal; (ii) Tenant shall be responsible for performing
any initial tenant improvements to the Initial Expansion Period Accepted Space
subject to Landlord providing a one-time tenant improvement allowance to Tenant
with respect to such initial tenant improvements which allowance shall be based
upon the per square foot total cost of the Landlord's Work (as defined IN
EXHIBIT B, but expressly excluding the cost of the Base Building Work) for the
Premises multiplied by the square footage of the Initial Expansion Period
Accepted Space (the "Initial Expansion Period Accepted Space Allowance"); (iii)
Tenant shall not be entitled to any period of free rent with respect to its
lease of the Initial Expansion Period Accepted Space (notwithstanding the fact
that this Lease may provide for a period of free rent); (iv) Tenant shall, at
Landlord's option, be required to increase the Security Deposit by an amount
equal to the ratio of the original Security Deposit to the Annual Rent for the
Premises during the initial Term multiplied by the amount of additional average
Annual Rent to be paid during the term set forth in the Initial Expansion Space
Period Proposal; and (v) Landlord shall only be required to deliver the Initial
Expansion Period Accepted Space to Tenant in its then present "as is" condition
without any obligation of Landlord to make any repairs or improvements therein.
If Tenant fails to timely exercise its rights as set forth in this paragraph,
Landlord may lease the Initial Expansion Period Accepted Space to the third
party named in such Initial Expansion Space Period Proposal on the terms and
conditions as Landlord may determine in its sole discretion so long as such
lease is executed within sixty (60) days after Tenant's rights under this
paragraph lapse.


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       27

<PAGE>

     43.2 During the period following the expiration of the Initial Expansion
Space Period through the original Termination Date of the original Term of this
Lease (the "Subsequent Expansion Space Period"), upon any third party's (other
than a party exercising a Prior Right) acceptance of any Initial Proposal from
Landlord for any Applicable Expansion Space (the "Subsequent Expansion Period
Accepted Space"), Landlord shall promptly deliver a copy of such Initial
Proposal (the "Subsequent Expansion Space Period Proposal") (the Initial
Expansion Space Period Proposal and the Subsequent Expansion Space Period
Proposal shall be referred to herein as a "Proposal") to Tenant whereupon Tenant
shall have five (5) business days to lease the Subsequent Expansion Period
Accepted Space under such Subsequent Expansion Space Period Proposal by
accepting such Subsequent Expansion Space Period Proposal in writing, whereupon
the Subsequent Expansion Period Accepted Space shall be added to the Premises
under this Lease upon the same terms and conditions as set forth in the
Subsequent Expansion Space Period Proposal; provided, however, that (i) if the
length of the term for the lease covered by such Subsequent Expansion Space
Period Proposal extends beyond the initial Term of this Lease, then the initial
Term of this Lease for all of the Premises then being leased by Tenant shall be
automatically extended to be coterminous with the term of the lease covered by
such Subsequent Expansion Space Period Proposal, which term of the lease covered
by such Subsequent Expansion Space Period Proposal shall not be less than three
(3) years, (ii) the Annual Rent payable with respect to the Premises for such
automatically extended period after the initial Term of this Lease shall be
adjusted to equal the same per square foot Annual Rent to be paid in accordance
with the Subsequent Expansion Period Accepted Space for such same period of
time, and (iii) Tenant shall, at Landlord's option, be required to increase the
Security Deposit by an amount equal to the ratio of the original Security
Deposit to the Annual Rent for the Premises during the initial Term multiplied
by the amount of additional average Annual Rent to be paid for the Subsequent
Expansion Period Accepted Space during the term set forth in the Subsequent
Expansion Space Period Proposal, If Tenant fails to timely exercise its rights
as set forth in this paragraph, Landlord may lease the Subsequent Expansion
Period Accepted Space to the third party named in such Subsequent Expansion
Space Period Proposal so long as the terms and conditions in such Subsequent
Expansion Space Period Proposal relating to rent, tenant improvement allowance,
free rent and length of term are not less than ninety (90%) of those set forth
in the Subsequent Expansion Space Period Proposal originally delivered to
Tenant.

     43.3 In addition to the terms and provisions set forth in Section 43.1 and
Section 43.2 above with respect to a Proposal, Tenant shall have the right
during the initial Term of this Lease, exercisable upon thirty (30) days prior
written notice to Landlord (the "Expansion Option") given at any time during the
first twenty-four (24) months of the initial Term (the "Expansion Option
Period"), to lease all, but not less than all, of the space on the first (1st)
floor of Building 20 that (a) is then vacant and not then leased, subleased,
licensed or occupied by any third parties, (b) is not subject to a Prior Right,
and (c) is not, and has not previously been, covered by a Proposal delivered to
Tenant (the "Expansion Option Premises"). If Tenant exercises its Expansion
Option at any time during the Initial Expansion Space Period, then (i) the
Expansion Option Premises shall be delivered to Tenant in their then present "as
is" condition without any obligation of Landlord to make any repairs or
improvements therein, (ii) the Expansion Option Premises shall be leased to
Tenant upon the same terms and conditions as set forth in this Lease, as
modified below in this paragraph, (iii) Landlord shall provide a one-time tenant
improvement allowance to Tenant with respect to any initial tenant improvements
that Tenant desires to perform in the Expansion Option Premises and which
allowance shall be based upon the per square foot total cost of the Landlord's
Work (but expressly excluding the cost of the Base Building Work (provided,
however, that the HVAC unit(s) serving the Expansion Option Premises shall be
delivered in good working order)) for the Premises multiplied by the square
footage of the Expansion Option Premises, (iv) the Expansion Option Premises
shall be leased to Tenant at an Annual Rent equal to the per square foot amount
of Annual Rent set forth in this Lease with respect to the Premises, (v) Tenant
shall not be entitled to any period of free rent with respect to its lease of
the Expansion Option Premises, and (vi) Tenant shall, at Landlord's option, be
required to increase the Security Deposit by an amount equal to the ratio of the
original Security Deposit to the Annual Rent for the Premises during the initial
Term multiplied by the amount of additional average Annual Rent for the
applicable Expansion Option Premises to be paid during the Term.

     If Tenant exercises its Expansion Option at any time following the
expiration of the Initial Expansion Space Period but prior to the expiration of
the Expansion Option Period, then in lieu of the terms described in the
immediately preceding paragraph (i) the Expansion Option Premises shall be
delivered to Tenant in their then present "as is" condition without any
obligation of Landlord to make any repairs or improvements therein or to provide
any allowance with respect thereto unless the same shall be factored into the
fair market rent determination set forth below in this paragraph, (ii) the
Expansion Option Premises shall be leased to Tenant at an Annual Rent equal to
the then current Fair Market Rent as of the date that is thirty (30) days
following the date upon which Tenant exercises its Expansion Option, taking into
account the specific provisions of this Lease which will remain constant and
otherwise as determined in accordance with Section 41(b) of this Lease, and


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       28

<PAGE>

(iii) Tenant shall, at Landlord's option, be required to increase the Security
Deposit by an amount equal to the ratio of the original Security Deposit to the
Annual Rent for the Premises during the initial Term multiplied by the amount of
additional average Annual Rent to be paid during the Term.

     43.4 Notwithstanding the foregoing to the contrary, in no event shall
Tenant be permitted to exercise the Expansion Option if there is a then-pending
Proposal pursuant to Section 43.1 and Section 43.2 with respect to any portion
of such space. If Tenant shall exercise its rights to lease (i) the Initial
Expansion Period Accepted Space, (ii) the Subsequent Expansion Period Accepted
Space, or (iii) the Expansion Option Premises, then Landlord and Tenant shall
promptly execute an amendment to this Lease to incorporate the Initial Expansion
Period Accepted Space, the Subsequent Expansion Period Accepted Space or the
Expansion Option Premises (as the case may be), into this Lease, and adjust
Tenant's Proportionate Share For Expenses and Tenant's Proportionate Share For
Taxes accordingly as a result of the addition of such space to the Premises,
taking into account that any of such additional space shall be in Building 20.

44. LIMITATION OF LANDLORD'S LIABILITY. Redress for any claim against Landlord
under this Lease shall be limited to and enforceable only against and to the
extent of Landlord's interest in the Building and to the rents and profits
therefrom from and after a final judgment in favor of Tenant against Landlord
with respect thereto. The obligations of

                [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       29
<PAGE>

Landlord under this Lease are not intended to be and shall not be personally
binding on, nor shall any resort be had to the private properties of, any of its
or its investment manager's trustees, directors, officers, partners,
beneficiaries, members, stockholders, employees, or agents, and in no case shall
Landlord be liable to Tenant hereunder for any lost profits, damage to business,
or any form of special, indirect or consequential damages.

LANDLORD:                               TENANT:

RAR2-CROSBY CORPORATE CENTER QRS,       SOUNDBITE COMMUNICATIONS, INC., A
INC., A MARYLAND CORPORATION            DELAWARE CORPORATION

By: RREEF Management Company, a
    Delaware corporation                By: /s/ PETER SHIELDS
                                            ------------------------------------
                                        Name: PETER SHIELDS
By: /s/ David F. Crane                  Title: CEO
    ---------------------------------   Dated: 5/15/07
Name: David F. Crane
Title: District Manager

Dated: 5/18/07

                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       25

<PAGE>

                  EXHIBIT A - FLOOR PLAN DEPICTING THE PREMISES
                ATTACHED TO AND MADE A PART OF LEASE BEARING THE
                LEASE REFERENCE DATE OF MAY_______, 2007 BETWEEN
             RAR2-CROSBY CORPORATE CENTER QRS, INC, AS LANDLORD AND
                    SOUNDBITE COMMUNICATIONS, INC., AS TENANT

EXHIBIT A is intended only to show the general layout of the Premises as of the
beginning of the Term of this Lease. It does not in any way supersede any of
Landlord's rights set forth in Article 17 with respect to arrangements and/or
locations of public parts of the Building and changes in such arrangements
and/or locations. It is not to be scaled; any measurements or distances shown
should be taken as approximate.

                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       A-1

<PAGE>

                          (Preliminary Layout for: SoundBite)

<PAGE>

                             EXHIBIT A-1 - SITE PLAN
                ATTACHED TO AND MADE A PART OF LEASE BEARING THE
               LEASE REFERENCE DATE OF MAY ________, 2007 BETWEEN
             RAR2-CROSBY CORPORATE CENTER QRS, INC., AS LANDLORD AND
                    SOUNDBITE COMMUNICATIONS, INC., AS TENANT

EXHIBIT A-1 is intended only to show the general location of the Building as of
the beginning of the Term, of this Lease. It does not in any way supersede any
of Landlord's rights set forth in Article 17 with respect to arrangements and/or
locations of public parts of the building and changes in such arrangements
and/or locations. It is not to be scaled; any measurements or distances shown
should be taken as approximate.

                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       A-2

<PAGE>

                                   (SITE PLAN)
<PAGE>

                         EXHIBIT B - INITIAL ALTERATIONS
                ATTACHED TO AND MADE A PART OF LEASE BEARING THE
               LEASE REFERENCE DATE OF MAY _______, 2007 BETWEEN
             RAR2-CROSBY CORPORATE CENTER QRS, INC., AS LANDLORD AND
                    SOUNDBITE COMMUNICATIONS, INC., AS TENANT

1. Landlord's Work. In relation to the construction of improvements and
alterations at the Premises prior to Tenant's occupancy, the "Landlord's Work"
shall be that work set forth on Schedule I hereto, which Landlord shall
construct at Landlord's cost and expense in accordance with the terms and
provisions of this EXHIBIT B and the Lease, but which shall not include
furnishings. In addition to the Landlord's Work, prior to Tenant's occupancy of
the Premises, Landlord shall, at Landlord's cost and expense, (a) replace the
existing HVAC units that currently service the Building with new replacement
HVAC units, and (b) deliver all other building systems in good working order
(collectively, the "Base Building Work").

2. Plans and Specifications.

     2.1 Landlord shall employ the following persons ("Consultants") for
preparation of the necessary architectural, mechanical and electrical plans,
drawings and specifications ("Plans") pertaining to the Landlord's Work:

               Architectural Working Drawings: Walsh/Cochis Associates

               Mechanical Working Drawings: Seguin & Associates, Inc.

               Electrical Working Drawings: S.B. Sager & Associates, Inc.

or such other consultants designated by Landlord from time to time, with the
approval of Tenant, which approval shall not be unreasonably withheld or
delayed. Landlord shall pay the cost of the Plans and shall use reasonable
efforts to have the Consultants complete the Plans. Upon completion, Landlord
shall provide copies of the Plans to Tenant, whereupon Tenant shall have seven
(7) business days to object to any portion of the Plans as not being in
compliance with the terms of the Lease and this EXHIBIT B. Landlord shall
promptly make any changes to the Plans, which are required to bring them into
compliance.

     2.2 If Tenant shall request any modifications, revisions, or changes to the
Plans at any time after Tenant's initial approval thereof, Landlord shall have
the right, in its sole discretion, to reject such request unless such
modifications, revisions or changes are reasonable and non-material. If Landlord
approves such request, the entire incremental cost of such change, including the
cost of revising the Plans or preparing new plans, shall be borne by Tenant and
any delay occasioned thereby shall not delay the Commencement Date.

3. Construction. Landlord agrees to cause the Landlord's Work to be constructed
by the Contractor, and Landlord shall use commercially reasonable efforts to
complete the Landlord's Work and the Base Building Work by July 1, 2007 (the
"Anticipated Commencement Date"), subject to delays caused by Force Majeure or
other causes as set forth in Paragraph 4.2 below.

4. Completion of the Landlord's Work.

     4.1 In the event that Landlord anticipates that the Landlord's Work and/or
the Base Building Work shall not be completed by the Anticipated Commencement
Date, Landlord shall give Tenant not less than twenty (20) days' notice in
writing of the date upon which Landlord proposes to tender the Premises with the
Landlord's Work and/or the Base Building Work substantially completed and ready
for occupancy. In the event that the Landlord's Work and the Base Building Work
is not in fact substantially completed and ready for occupancy on the date
specified in such notice (or on the Anticipated Commencement Date, in the event
Landlord has not sent such a notice), Tenant shall notify Landlord in writing of
any claim it may have as to the completion of Landlord's obligation,
specifically stating the nature of its objections, within five (5) days after
the date specified in Landlord's notice or the Anticipated Commencement Date,
whichever is applicable. Landlord shall have a reasonable time after delivery of
such notice in which to take such action as may be necessary to complete the
Landlord's Work and/or the Base Building Work and shall notify Tenant in writing
as soon as it deems such corrective action, if any, has been completed. In the
event of any dispute as to when and whether the Landlord's Work and/or the Base


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       C-1

<PAGE>

Building Work has been substantially completed, either (i) the certificate of
occupancy (whether temporary or permanent) issued by the local governmental
authority, (ii) authorization to occupy the Premises by the local building code
enforcement officer, or (iii) if a certificate of occupancy is not required by
such local governmental authority, such sign-offs as are required under
applicable municipal law (any of the authorizations referred to in such items
(i), (ii) or (iii) are referred to hereunder as, a "Certificate of Occupancy")
or the certificate of substantial completion issued by the architect shall be
conclusive evidence of such completion, effective on the date of the delivery of
a copy of any such certificate to Tenant.

     4.2 Notwithstanding anything in the Lease to the contrary, Tenant's
obligation to pay Rent under the Lease shall not commence until Landlord shall
have substantially completed the Landlord's Work and the Base Building Work;
provided, however, that if Landlord shall be delayed in substantially completing
the Landlord's Work and/or the Base Building Work or in obtaining the
Certificate of Occupancy as a result of any act or omission by Tenant, its
agents, employees, representatives or contractors, or any one or more of them,
including, without limitation, the following:

          4.2.1 Tenant's failure to pay any amounts required hereunder within
the period set forth herein; or

          4.2.2 Tenant's request for any materials, finishes or installations
other than as listed on Schedule I hereof; or

          4.2.3 Tenant's delay in supplying any of the Consultants with any
requested information; or

          4.2.4 Tenant's changes at any time or from time to time in any one or
more of the Plans, regardless of Landlord's approval of any such changes; or

          4.2.5 The performance or completion by Tenant, or any person or entity
employed by Tenant, of any work on or about the Premises, including, without
limitation, any disharmony, labor disturbance or interference caused by such
performance or completion; or

          4.2.6 Any other act or omission by Tenant or any of its agents,
employees, representatives or contractors;

Tenant shall pay to Landlord additional rent equal to l/365th of the Annual Rent
for every day of such delay.

5. Tenant's Default. If Tenant shall fail to comply with any term, provision or
agreement hereunder, and if any such failure is not cured within fifteen (15)
days following written notice to Tenant, then, in addition to any other remedies
granted Landlord under the Lease in the case of default by Tenant and any
remedies provided for elsewhere in this Work Letter or available at law or
equity, Landlord may elect, upon notice to Tenant, to:

          5.1.1 discontinue all work hereunder, and Tenant's obligation to pay
Rent shall commence as of the Anticipated Commencement Date, without any
abatement on account of any delay in connection with any work relating to the
Premises; or

          5.1.2 complete the construction of the Landlord's Work pursuant to the
Plans as approved by Landlord and Tenant or complete any work which Landlord and
Tenant have agreed to in writing, tendering possession to Tenant upon
substantial completion thereof, the date of such tender being deemed to be the
Commencement Date under the Lease, and charge Tenant for the additional costs of
completing any other work, the plans and specifications for which have not been
agreed to by Landlord and Tenant, but which Landlord, in its reasonable
discretion, deems necessary for the completion of the Premises; or

          5.1.3 cancel the Lease, effective immediately after Tenant receives
notice thereof, without incurring any liability on account thereof and the term
granted under the Lease is expressly limited accordingly. If Landlord cancels
the Lease pursuant to the terms hereof or as a result of Tenant's default under
the Lease, such cancellation shall not affect Tenant's liability for any sums
payable hereunder.


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       C-2

<PAGE>

6. Miscellaneous.

     6.1 Tenant expressly assumes the responsibility and obligation of supplying
the Consultants with all information concerning Tenant's requirements with
respect to the Landlord's Work and/or the Base Building Work as and when
requested by any of the Consultants.

     6.2 Except as set forth in this EXHIBIT B, Landlord has no other agreement
with Tenant and has no obligation to do any work except the Landlord's Work and
the Base Building Work with respect to the Premises. Any other work in the
Premises which may be permitted by Landlord pursuant to the terms and conditions
of the Lease shall be done at Tenant's sole cost and expense and in accordance
with the terms and provisions of the Lease and such additional requirements as
Landlord deems necessary or desirable.

     6.3 All rights and remedies of Landlord herein created or otherwise
existing at law or equity are cumulative, and the exercise of one or more such
rights or remedies shall not be deemed to exclude or waive the right to the
exercise of any other rights or remedies. All such rights and remedies may be
exercised and enforced concurrently and whenever and as often as deemed
desirable.

     6.4 This EXHIBIT B shall not be deemed applicable to any additional space
added to the original Premises at any time or from time to time, whether by any
options under the Lease or otherwise, or to any portion of the original Premises
or any additions thereto in the event of a renewal or extension of the original
term of the Lease, whether by any options under the Lease or otherwise.


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       C-3
<PAGE>

                                   SCHEDULE I

                                 LANDLORD'S WORK


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       C-4

<PAGE>
                      (Preliminary Layout for: SoundBite)



<PAGE>

                        PROPOSED TENANT IMPROVEMENTS FOR
                                    TENANT AT
                                 22 CROSBY DRIVE
                                   BEDFORD MA
                                     5-10-07

1A. GENERAL REQUIREMENTS

<TABLE>
<S>               <C>
Building Codes    Improvements to comply with Massachusetts state building code.
                  The contractor shall obtain and pay for required permits.

Substitutions     The information contained here is intended to provide minimum
                  quality levels for construction standards. Substitutions will
                  be entertained but must be approved in writing by Landlord and
                  Tenant.

Electric Meters   Landlord must connect all lights and plugs to separate meter
                  supplied and installed by Landlord. Supplemental cooling for
                  Tenant required 24/7 cooling shall also be connected to this
                  meter. Power for base building HVAC shall not be included on
                  this meter.
</TABLE>

1. DEMOLITION:

Remove all existing finish flooring and base.

Remove all walls and other items as required by new layout.

Save doors and frames for reuse so long as they will match any additional doors
and frames needed.

2. INTERIOR PARTITIONS:

New interior walls shall be constructed of 3-5/8" x 25 Ga. metal studs at 16"
O/C with 1/2" gypsum wallboard on both sides. Walls shall extend to 6" above the
ceiling grid.

EXCEPTION - Walls surrounding computer room and new demising wall shall be full
height with acoustical fiberglass insulation between studs. Use 5/8" fire code
gypsum board to achieve a one hour fire rating.

Walls surrounding conference rooms shall be full height with acoustical fiber
glass insulation between studs.

Walls surrounding 7-8 executive offices shall be full height with acoustical
fiber glass insulation between studs.

Provide blocking for one projection screen and (Illegible) board in each
conference room location.

3. DOORS, FRAMES AND HARDWARE:

Reception area entry doors to be frameless 1/2 inch tempered glass double doors
with top & bottom
<PAGE>

22 Crosby Drive
5-10-2007
Page 2 of 5


brushed stainless rails and 1 inch diameter wire push/pulls.

Please provide specs for a glass double door entry from the lobby that has the
capacity to be connected to the building key card system.

Reuse existing doors, frames and hardware wherever possible. Provide new units
(to match existing) as required by new layout. Door hardware to be bored
cylindrical commercial grade lever handled lock & passage sets.

Sand and refinish all existing doors with one or two coats of satin finish
polyurethane as needed.

Provide coat hook on all office doors.

Salvage and reuse existing sidelights where possible. Supply matching new
sidelights where necessary to provide a sidelight to each office.

4. CEILINGS:

Provide new Armstrong Cortega Second Look Two 2x4 tegular tiles (with center
score for 2x2 look) in new 15/16" grid at existing 8'-6" height.

5. LIGHTING:

Existing fixtures shall be reused. Provide new fixtures (to match existing) as
required by new layouts. Each room and area shall be individually switched using
occupancy sensors where applicable.

Provide one fixture for every 80 SF of floor area.

Provide eight (8), 6" aperture, incandescent, recessed down lights at reception
locations to be determined controlled by dimmer switch/s.

6. POWER:

Provide one quad outlet on desk side and one duplex opposite desk for each
office with no more than 8 receptacles per 20A circuit.

Provide 28 dedicated 20A circuits for tenant's open office work stations.

Provide 10 dedicated 20A receptacles within the computer room.

Provide 4 dedicated 20A receptacles in the kitchen.

<PAGE>

22 Crosby Drive
5-10-2007
Page 3 of 5


Provide 2 dedicated 20A receptacles to the reception area.

Provide 6 dedicated 20A receptacles for tenant's office equipment at locations
to be determined. Satellite printer and copier stations will be called out in
drawing.

All conference rooms to have floor power feeds and data conduits.

Maximum of 4 workstations per 20A circuit.

7. HVAC:

Test new HVAC system prior to occupancy by Tenant.

Existing system diffusers and ductwork will be relocated, with new ductwork,
diffusers, controls & equipment as required by new layout.

All system air filters will be new.

New system serving the premises to include two (2), Trane 50 ton constant volume
air handlers supplying air to 25 VAV electric fan coil boxes (approximately 25
zones), which electric fan coil boxes shall not be connected to Tenant's meter
for lights and plugs.

8. PLUMBING:

Provide new stainless steel single bowl ADA complaint sink with a 5 gallon water
heater with shutoff, solenoid valve and leak sensor.

9. FLOOR FINISHES:

Provide Shaw Parallels II 28 oz. loop pile carpet or equivalent at all open
office areas, private offices and conference rooms. Color to be selected by
Tenant from building standards.

Provide Armstrong Standard Excelon vinyl floor tile or equivalent at supply
rooms, computer room, mail room, and kitchen. Color to be selected by Tenant
from building standards.

Provide new 4" vinyl base on all walls. Color to be selected by Tenant from
building standards.

10. PAINT:

Gypsum board walls throughout the entire tenant space shall be painted, and
shall receive one primer and two finish coats of latex eggshell finish paint.
Color to be selected by Tenant.

One accent wall per room except non-executive sized private offices and storage
rooms.

<PAGE>

22 Crosby Drive
5-10-2007
Page 4 of 5


All door frames shall receive a primer and two finish coats of semi gloss alkyd
paint.

11. FIRE PROTECTION:

Existing wet sprinkler system to be modified as required by new layout.
Installation and maintenance of any alternative fire suppression systems to be
the sole cost and expense of the Tenant.

Landlord shall remove drops and cap any sprinkler heads in lieu of installing an
FM 2000 System or similar chemical fire suppression system.

12. LIFE SAFETY:

Provide 30 wall pack emergency light units.

Provide 15 exit signs.

Provide 15 fire extinguishers.

Provide 25 fire alarm horn/strobe units.

13. MISC:

Provide plastic laminate clad base and upper and lower wall cabinets, sink
(please define) and counter at kitchen, mail room, reception, and two areas
within open office at opposite ends near stairs in size indicated on the floor
plan.

Refrigerator and dishwasher to be provided by Landlord all other appliances to
be provided by Tenant. Hot and cold water to all sinks and two 1/4" filtered
cold water lines for coffee maker and ice maker.

Provide 5 rows of 12" deep painted poplar shelving on heavy duty brackets and
standards at each storage closet.

Provide rod and shelf for coat closets.

Clean windows and frames post construction.

Provide clean and working window treatments.

Need a spec for window coverings - blinds type and color.
<PAGE>

22 Crosby Drive
5-10-2007
Page 5 of 5


Signage - Building owner responsible for all common area signage(exterior and
interior) and tenant is responsible for building and tenant entry signage (on
Glass entry door).

Existing plastic laminate window sills to be cleaned and if damaged repaired or
replaced to match.

Common area bathrooms to have porcelain tile floors and wet walls, latex painted
gypsum walls to match decor, Corian counters with under mounted sinks and soap
dispensers and full height mirrors, Bobrick paper dispensers and trash
receptacles, Hadriadan ceiling hung metal toilet partitions, 2x2 parabolic
fluorescent light fixtures in a 2x2 Armstrong Cortega Second Look Two tegular
tiles in new 15/16" grid Armstrong Tegular ceiling, white china, commercial
grade, wall hung toilet fixtures.

Common area lobby to be carpeted using 28 oz commercial grade pattern loop pile
carpet through out, maple wood cove base to match maple wood doors in main lobby
with Johnsonite 2.5" vinyl base in passage, Gordon Final Forms horizontal and
vertical wall reveals in a symmetrical pattern intended to accent building
directory and flat screen televisions, three (3) color accent wall pattern latex
paint, 2x2 indirect fluorescent light fixtures in a new Armstrong Cortega Second
Look Two tegular 2x2 15/16" grid Armstrong Tegular ceiling.

Cafe finishes to be standard Rebecca's wall colors, flooring and laminates.

Common area maintenance for exterior walks and other fixtures shall be
Landlord's responsibility pursuant to Article 7 of the Lease and Landlord shall
use reasonable efforts, in Landlord's reasonable discretion, to repair the
walkways in and around the exterior of the Building, the cost of which shall be
included in Expenses.

14. WORK NOT INCLUDED:

Installation of telephone and computer wiring, outlets and equipment.

Computer room supplemental cooling, emergency power, and specialty fire
protection.

Furnishings including, but not limited to, open office work stations and
reception desk.

Security system Landlord will provide necessary info to enable Tenant to
purchase a compatible system to building system.

New whiteboards. Tenant is welcome to reuse any white boards and or cork boards.

                                       END

<PAGE>

                                                                   (sample only)

                    EXHIBIT C - COMMENCEMENT DATE MEMORANDUM

                ATTACHED TO AND MADE A PART OF LEASE BEARING THE
                  LEASE REFERENCE DATE OF MAY ___, 2007 BETWEEN
             RAR2-CROSBY CORPORATE CENTER QRS, INC., AS LANDLORD AND
                    SOUNDBITE COMMUNICATIONS, INC., AS TENANT

                          COMMENCEMENT DATE MEMORANDUM

     THIS MEMORANDUM, made as of ______________, 20_____, by and
     between ______ ("Landlord") and ______ ("Tenant").

     Recitals:

     A.   Landlord and Tenant are parties to that certain Lease, dated for
          reference ___, 20_____ (the "Lease") for certain premises (the
          "Premises") consisting of approximately ________ square feet at the
          building commonly known as __________.

     B.   Tenant is in possession of the Premises and the Term of the Lease has
          commenced.

     C.   Landlord and Tenant desire to enter into this Memorandum confirming
          the Commencement Date, the Termination Date and other matters under
          the Lease.

     NOW, THEREFORE Landlord and Tenant agree as follows:

     1. The actual Commencement Date is ___.

     2. The actual Termination Date is ___________________.

     3. The schedule of the Annual Rent and the Monthly Installment of Rent set
forth on the Reference Pages is deleted in its entirety, and the following is
substituted therefor:

[INSERT RENT SCHEDULE]

     4.   Capitalized terms not defined herein shall have the same meaning as
          set forth in the Lease.

     5.   The Transaction Costs are [___________________________________].

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date and year first above written.

LANDLORD:                               TENANT:

By: RAR2-CROSBY CORPORATE CENTER
    QRS, INC., a Maryland corporation


By: DO NOT SIGN                         By: DO NOT SIGN
    ---------------------------------       ------------------------------------
Name:                                   Name:
      -------------------------------         ----------------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------
Dated:                                  Dated:
       ------------------------------          ---------------------------------


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       C-5

<PAGE>

                        EXHIBIT D - RULES AND REGULATIONS
                ATTACHED TO AND MADE A PART OF LEASE BEARING THE
                LEASE REFERENCE DATE OF MAY_______, 2007 BETWEEN
             RAR2-CROSBY CORPORATE CENTER QRS, INC., AS LANDLORD AND
                    SOUNDBITE COMMUNICATIONS, INC., AS TENANT

1. No sign, placard, picture, advertisement, name or notice shall be installed
or displayed on any part of the outside or inside of the Building without the
prior written consent of the Landlord. Landlord shall have the right to remove,
at Tenant's expense and without notice, any sign installed or displayed in
violation of this rule. All approved signs or lettering on doors and walls shall
be printed, painted, affixed or inscribed at Tenant's expense by a vendor
designated or approved by Landlord. In addition, Landlord reserves the right to
change from time to time the format of the signs or lettering and to require
previously approved signs or lettering to be appropriately altered.

2. If Landlord objects in writing to any curtains, blinds, shades or screens
attached to or hung in or used in connection with any window or door of the
Premises, Tenant shall immediately discontinue such use. No awning shall be
permitted on any part of the Premises. Tenant shall not place anything or allow
anything to be placed against or near any glass partitions or doors or windows
which may appear unsightly, in the opinion of Landlord, from outside the
Premises.

3. Tenant shall not obstruct any sidewalks, halls, passages, exits, entrances,
elevators, or stairways of the Building. No tenant and no employee or invitee of
any tenant shall go upon the roof of the Building.

4. Any directory of the Building, if provided, will be exclusively for the
display of the name and location of tenants only and Landlord reserves the right
to exclude any other names. Landlord reserves the right to charge for Tenant's
directory listing.

5. All cleaning and janitorial services for the Building and the Premises shall
be provided exclusively through Landlord. Tenant shall not cause any unnecessary
labor by carelessness or indifference to the good order and cleanliness of the
Premises. Landlord shall not in any way be responsible to any Tenant for any
loss of property on the Premises, however occurring, or for any damage to any
Tenant's property by the janitor or any other employee or any other person.

6. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not
be used for any purpose other than that for which they were constructed. No
foreign substance of any kind whatsoever shall be thrown into any of them, and
the expense of any breakage, stoppage or damage resulting from the violation of
this rule shall be borne by the Tenant who, or whose employees or invitees,
shall have caused it.

7. Tenant shall store all its trash and garbage within its Premises. Tenant
shall not place in any trash box or receptacle any material which cannot be
disposed of in the ordinary and customary manner of trash and garbage disposal.
All garbage and refuse disposal shall be made in accordance with directions
issued from time to time by Landlord. Tenant will comply with any and all
recycling procedures designated by Landlord.

8. Landlord will furnish Tenant two (2) keys free of charge to each door in the
Premises that has a passage way lock. Landlord may charge Tenant a reasonable
amount for any additional keys. Tenant shall not alter any lock or install a new
or additional lock or bolt on any door of its Premises. Tenant, upon the
termination of its tenancy, shall deliver to Landlord the keys of all doors
which have been furnished to Tenant, and in the event of loss of any keys so
furnished, shall pay Landlord therefor. [NOTE: LANDLORD WILL NOT BE PROVIDING A
SEPARATE KEY CARD SYSTEM FOR THE PREMISES, BUT WILL BE FOR THE BUILDING IN
CONNECTION WITH ITS COMPLETION OF THE CAFETERIA AND THE CONFERENCE CENTER]

9. If Tenant requires telephone, data, burglar alarm or similar service, the
cost of purchasing, installing and maintaining such service shall be borne
solely by Tenant. No boring or cutting for wires will be allowed without the
prior written consent of Landlord.

10. No equipment, materials, furniture, packages, bulk supplies, merchandise or
other property will be received in the Building or carried in the elevators
except between such hours and in such elevators as may be designated by
Landlord. The persons employed to move such equipment or materials in or out of
the Building must be acceptable to Landlord.


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       D-1

<PAGE>

11. Tenant shall not place a load upon any floor which exceeds the load per
square foot which such floor was designed to carry and which is allowed by law.
Heavy objects shall stand on such platforms as determined by Landlord to be
necessary to properly distribute the weight. Business machines and mechanical
equipment belonging to Tenant which cause noise or vibration that may be
transmitted to the structure of the Building or to any space in the Building to
such a degree as to be objectionable to Landlord or to any tenants shall be
placed and maintained by Tenant, at Tenant's expense, on vibration eliminators
or other devices sufficient to eliminate the noise or vibration. Landlord will
not be responsible for loss of or damage to any such equipment or other property
from any cause, and all damage done to the Building by maintaining or moving
such equipment or other property shall be repaired at the expense of Tenant.

12. Landlord shall in all cases retain the right to control and prevent access
to the Building of all persons whose presence in the judgment of Landlord would
be prejudicial to the safety, character, reputation or interests of the Building
and its tenants, provided that nothing contained in this rule shall be construed
to prevent such access to persons with whom any tenant normally deals in the
ordinary course of its business, unless such persons are engaged in illegal
activities. Landlord reserves the right to exclude from the Building between
the hours of 6 p.m. and 7 a.m. the following day, or such other hours as may be
established from time to time by Landlord, and on Sundays and legal holidays,
any person unless that person is known to the person or employee in charge of
the Building and has a pass or is properly identified. Tenant shall be
responsible for all persons for whom it requests passes and shall be liable to
Landlord for all acts of such persons. Landlord shall not be liable for damages
for any error with regard to the admission to or exclusion from the Building of
any person.

13. Tenant shall not use any method of heating or air conditioning other than
that supplied or approved in writing by Landlord.

14. Tenant shall not waste electricity, water or air conditioning. Tenant shall
keep corridor doors closed. Tenant shall close and lock the doors of its
Premises and entirely shut off all water faucets or other water apparatus and
electricity, gas or air outlets before Tenant and its employees leave the
Premises. Tenant shall be responsible for any damage or injuries sustained by
other tenants or occupants of the Building or by Landlord for noncompliance with
this rule.

15. Tenant shall not install any radio or television antenna, satellite dish,
loudspeaker or other device on the roof or exterior walls of the Building
without Landlord's prior written consent, which consent may be withheld in
Landlord's sole discretion, and which consent may in any event be conditioned
upon Tenant's execution of Landlord's standard form of license agreement. Tenant
shall be responsible for any interference caused by such installation.

16. Tenant shall not mark, drive nails, screw or drill into the partitions,
woodwork, plaster, or drywall (except for pictures, tackboards and similar
office uses) or in any way deface the Premises. Tenant shall not cut or bore
holes for wires. Tenant shall not affix any floor covering to the floor of the
Premises in any manner except as approved by Landlord. Tenant shall repair any
damage resulting from noncompliance with this rule.

17. Tenant shall not install, maintain or operate upon the Premises any vending
machine without Landlord's prior written consent, except that Tenant may install
food and drink vending machines solely for the convenience of its employees.

18. No cooking shall be done or permitted by any tenant on the Premises, except
that Underwriters' Laboratory approved microwave ovens or equipment for brewing
coffee, tea, hot chocolate and similar beverages shall be permitted provided
that such equipment and use is in accordance with all applicable federal, state
and city laws, codes, ordinances, rules and regulations.

19. Tenant shall not use in any space or in the public halls of the Building any
hand trucks except those equipped with the rubber tires and side guards or such
other material-handling equipment as Landlord may approve. Tenant shall not
bring any other vehicles of any kind into the Building.

20. Tenant shall not permit any motor vehicles to be washed or mechanical work
or maintenance of motor vehicles to (Illegible) performed in any parking lot.

21. Tenant shall not use the name of the Building or any photograph or likeness
of the Building in connection with or in promoting or advertising Tenant's
business, without Landlord's prior written consent (which shall not be
unreasonably withheld, conditioned or delayed), except that Tenant may include
the Building name in Tenant's address. Landlord shall have the right,
exercisable with notice and with liability to any tenant, to change the name and
address of the Building.


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       D-2

<PAGE>

22. Tenant requests for services must be submitted to the Building office by an
authorized individual. Employees of Landlord shall not perform any work or do
anything outside of their regular duties unless under special instruction from
Landlord, and no employee of Landlord will admit any person (Tenant or
otherwise) to any office without specific instructions from Landlord.

23. Tenant shall not permit smoking or carrying of lighted cigarettes or cigars
other than in areas designated by Landlord as smoking areas from time to time.

24. Canvassing, soliciting, distribution of handbills or any other written
material in the Building is prohibited and each tenant shall cooperate to
prevent the same. No tenant shall solicit business from other tenants or permit
the sale of any good or merchandise in the Building without the written consent
of Landlord.

25. Tenant shall not permit any animals other than service animals, e.g.
seeing-eye dogs, to be brought or kept in or about the Premises or any common
area of the Building.

26. These Rules and Regulations are in addition to, and shall not be construed
to in any way modify or amend, in whole or in part, the terms, covenants,
agreements and conditions of any lease of any premises in the Building. Landlord
may waive any one or more of these Rules and Regulations for the benefit of any
particular tenant or tenants, but no such waiver by Landlord shall be construed
as a waiver of such Rules and Regulations in favor of any other tenant or
tenants, nor prevent Landlord from thereafter enforcing any such Rules and
Regulations against any or all of the tenants of the Building.

27. Landlord reserves the right to make such other and reasonable rules and
regulations as in its judgment may from time to time be needed for safety and
security, for care and cleanliness of the Building, and for the preservation of
good order in and about the Building. Tenant agrees to abide by all such rules
and regulations herein stated and any additional rules and regulations which are
adopted. Tenant shall be responsible for the observance of all of the foregoing
rules by Tenant's employees, agents, clients, customers, invitees and guests.

                [REMAINDER OF THE PAGE LEFT INTENTIONALLY BLANK]


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       D-3
<PAGE>

                     EXHIBIT E - APPLICABLE EXPANSION SPACE
                ATTACHED TO AND MADE A PART OF LEASE BEARING THE
                 LEASE REFERENCE DATE OF MAY ____, 2007 BETWEEN
             RAR2-CROSBY CORPORATE CENTER QRS, INC., AS LANDLORD AND
                    SOUNDBITE COMMUNICATIONS, INC., AS TENANT

                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       D-4

<PAGE>

                                   (KEY PLAN)

<PAGE>

                    EXHIBIT F - LEGAL DESCRIPTION FOR PARCEL
                ATTACHED TO AND MADE A PART OF LEASE BEARING THE
                LEASE REFERENCE DATE OF MAY _______, 2007 BETWEEN
             RAR2-CROSBY CORPORATE CENTER QRS, INC., AS LANDLORD AND
                    SOUNDBITE COMMUNICATIONS, INC., AS TENANT

                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       D-5

<PAGE>

                            DESCRIPTION Of THE LAND

THAT CERTAIN PARCEL OF LAND SITUATED IN THE TOWN OF BEDFORD, COUNTY OF
MIDDLESEX, COMMONWEALTH OF MASSACHUSETTS, BOUNDED AND DESCRIBED AS FOLLOWS:

<TABLE>
<S>                              <C>
EASTERLY                         BY THE WESTERLY LINE OF CROSBY DRIVE, ELEVEN
                                 HUNDRED EIGHTY-EIGHT AND 84/100 FEET;

SOUTHEASTERLY                    BY LAND NOW OR FORMERLY OF NEW ENGLAND
                                 MERCHANTS NATIONAL BANK OF BOSTON, TRUSTEE,
                                 FIVE HUNDRED NINETY-NINE AND 43/100 FEET;

SOUTHWESTERLY                    TWO HUNDRED FIFTY AND 77/100 FEET, AND

SOUTHEASTERLY                    TWO HUNDRED NINE AND 95/100 FEET, BY LAND NOW
                                 OR FORMERLY OF CECIL N. DOUGLAS, ET AL;

SOUTHWESTERLY NORTHWESTERLY      FOUR HUNDRED THIRTY-ONE AND 15/100 FEET, AND
AND SOUTHWESTERLY                SOUTHERLY, SIXTY-TWO AND 07/100 FEET BY CROSBY
                                 ROAD; AND

SOUTHWESTERLY                    ONE HUNDRED FIVE AND 11/100 FEET,

NORTHWESTERLY                    THREE HUNDRED NINE AND 87/100 FEET;

NORTHEASTERLY                    SIXTY-ONE AND 24/100 FEET;

NORTHWESTERLY                    TWO HUNDRED FIVE AND 50/100 FEET;

SOUTHWESTERLY                    TWO HUNDRED ELEVEN AND 24/100 FEET,

NORTHWESTERLY                    BY TWO LINES MEASURING TOGETHER TWO HUNDRED
                                 FORTY-SEVEN AND 80/100 FEET,

SOUTHWESTERLY                    TWO HUNDRED THREE AND 12/100 FEET,

NORTHWESTERLY                    TWO HUNDRED SIXTEEN AND 85/100 FEET AND

NORTHEASTERLY                    THREE HUNDRED THIRTY-ONE AND 47/100 FEET ALL BY
</TABLE>


                                        2

<PAGE>

LOT 4 AS SHOWN ON PLAN HEREINAFTER MENTIONED.

SAID PARCEL IS KNOWN AS LOT 1 ON SAID PLAN (PLAN NO. 31882B). POLICY NO. 855 P41

ALSO ANOTHER CERTAIN PARCEL OF LAND SITUATED IN SAID BEDFORD, BOUNDED AND
DESCRIBED AS FOLLOWS:

<TABLE>
<S>                              <C>
SOUTHWESTERLY                    BY THE NORTHEASTERLY LINE OF STATE
                                 HIGHWAY (ROUTE 3 - NO ACCESS),
                                 ELEVEN HUNDRED TWENTY-THREE AND 27/100 FEET;

NORTHWESTERLY                    BY LOT 3 AS SHOWN ON SAID PLAN
                                 HEREINAFTER MENTIONED ONE HUNDRED
                                 SEVENTY-NINE 91/100 FEET; AND

NORTHEASTERLY AND EASTERLY       CROSBY ROAD, ELEVEN HUNDRED FORTY-TWO AND
BY                               45/100 FEET.
</TABLE>

SAID PARCEL IS SHOWN AS LOT 2 ON SAID PLAN (PLAN NO. 31882B)

ALL OF SAID BOUNDARIES ARE DETERMINED BY THE COURT TO BE LOCATED AS SHOWN ON A
SUBDIVISION PLAN, AS APPROVED BY THE COURT FILED IN THE LAND REGISTRATION
OFFICES, A COPY OF WHICH IS FILED IN THE REGISTRY OF DEEDS FOR THE SOUTH
REGISTRY DISTRICT OF MIDDLESEX COUNTY IN REGISTRATION BOOK 855, PAGE 41, WITH
CERTIFICATE 144991.

SAID LOT 2 IS SUBJECT TO TAKING BY THE COMMONWEALTH OF MASSACHUSETTS, DEPARTMENT
OF PUBLIC WORKS. DATED JANUARY 29, 1952, DULY RECORDED IN BOOK 7861, PAGE 218.

ALL OF THE ABOVE DESCRIBED LAND AS IS INCLUDED WITHIN THE LIMITS OF CROSBY ROAD,
AS SHOWN ON SAID PLAN, IS SUBJECT TO THE RIGHTS OF ALL PERSONS LAWFULLY ENTITLED
THERETO, IN AND OVER THE SAME.

EXCLUDING FROM SAID LOT 2 THE INTEREST IN CROSBY ROAD CONVEYED BY DEED DATED MAY
23, 1980 AND FILED AS DOCUMENT NO. 599584.
                                   212420


                                        3

<PAGE>

                                      LOT 3

A CERTAIN PARCEL OF LAND SITUATE IN SAID BEDFORD, BOUNDED AND DESCRIBED AS
FOLLOWS;

<TABLE>
<S>                              <C>
SOUTHWESTERLY                    BY THE NORTHEASTERLY LINE OF STATE
                                 HIGHWAY (ROUTE 3 - NO ACCESS), 121.40 FEET,

NORTHEASTERLY                    BY CROSBY ROAD, 231.42 FEET; AND

SOUTHEASTERLY                    BY LOT 2 AS SHOWN ON THE PLAN HEREINAFTER
                                 MENTIONED, 179.91 FEET.
</TABLE>

          SAID PARCEL IS SHOWN AS LOT 3 ON SAID PLAN (PLAN NO. 31882B).
<PAGE>

           EXHIBIT G- CONCEPT PLAN FOR CAFETERIA AND CONFERENCE CENTER
                ATTACHED TO AND MADE A PART OF LEASE BEARING THE
               LEASE REFERENCE DATE OF MAY ________, 2007 BETWEEN
             RAR2-CROSBY CORPORATE CENTER QRS, INC., AS LANDLORD AND
                    SOUNDBITE COMMUNICATIONS, INC., AS TENANT


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       D-6

<PAGE>

                             (SECOND FLOOR KEY PLAN)

<PAGE>

                   EXHIBIT H - CONCEPT PLAN FOR FITNESS CENTER
                ATTACHED TO AND MADE A PART OF LEASE BEARING THE
                LEASE REFERENCE DATE OF MAY _______, 2007 BETWEEN
             RAR2-CROSBY CORPORATE CENTER QRS, INC, AS LANDLORD AND
                    SOUNDBITE COMMUNICATIONS, INC., AS TENANT


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       D-7

<PAGE>

                             (FIRST FLOOR KEY PLAN)

<PAGE>

                 EXHIBIT I - LANDLORD'S CLEANING SPECIFICATIONS

                ATTACHED TO AND MADE A PART OF LEASE BEARING THE
                LEASE REFERENCE DATE OF MAY _______, 2007 BETWEEN
             RAR2-CROSBY CORPORATE CENTER QRS, INC., AS LANDLORD AND
                    SOUNDBITE COMMUNICATIONS, INC., AS TENANT


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                       D-8

<PAGE>

                             CLEANING SPECIFICATION

OFFICE AREAS

A.   DAILY - BUSINESS DAYS (MON-FRI, 6:00 PM - 10:00 PM, EXCLUDING HOLIDAYS)

          1.   Thoroughly vacuum all carpeted areas including edges and corners.

          2.   Empty and clean all waste receptacles and remove waste material
               from the premises: change wastebasket liners as necessary. Wash
               receptacles as needed.

          3.   Sweep and dust mop all uncarpeted areas using a dust treated mop

          4.   Vacuum carpeting and rugs in all traffic and main areas. Check
               for, and vacuum all obvious debris under desks, behind and under
               waste containers, including interior walk-off mats if present.

          5.   Clean conference room tables, and place chairs under desks or
               tables in orderly fashion.

          6.   Spot clean glass on tenant entrance doors and interior glass
               partitions.

          7.   Spot clean by damp wiping fingerprints, smears and smudges on
               walls, doors, frames, kick and push plates, handles, and light
               switches.

          8.   Clean spots and stains on rug and V.C.T.

          9.   Damp wipe all Formica counter tops, sinks, and table tops.

          10.  Wash clean all water fountains and adjacent floor area.

          11.  Wipe clean all brass and other bright work.

          12.  Remove all finger marks from private doors, light switches, and
               doorways.

          13.  Upon completion of cleaning, all lights will be turned off, doors
               locked, and alarms engaged if applicable, leaving the premises in
               an orderly condition.

          14.  Dust under and wipe telephones

          15.  Hand dust and wipe clean with treated clothes, all horizontal
               surfaces, including furniture, office equipment, to include
               telephones and other lightweight desk equipment.

          16.  Thoroughly clean any tenant lavatories and/or showers.

B.   WEEKLY

          1.   Wash all glass at tenant entrance doors and sidelights.

          2.   Dust all closet shelving, coat racks, etc.

          3.   Brush (Illegible) dust all carpet edges and other areas
               inaccessible to vacuum attachments.

          4.   Brush seat cushions on chairs, sofa's, etc.

          5.   Dust all ventilation and air conditioning louvers and grills.

<PAGE>

                                                                     Page 2 of 6
                                                   RREEF Suburban Cleaning Specs


          6.   Windowsills, door ledges, chair rails and countertops, cubicle
               partition tops (with particular attention not to move any
               personal belongings, papers or fragile objects).

C.   MONTHLY

          1.   Render high dusting not reached in nightly cleaning to include,
               but not limited too:

                    a)   Dusting of all pictures, frames, charts, graphs, and
                         similar wall hangings.

                    b)   Dusting of all vertical surfaces, such as walls,
                         partitions, doors and door frames, etc.

                    c)   Dusting of all pipes, ducts, and high moldings.

                    d)   Dusting of all vertical and horizontal blinds

          2.   Move and vacuum clean underneath all furniture that can
               reasonably be moved.

          3.   Spray buff all resilient floors.

          4.   Remove all marks from wood and vinyl baseboard moldings.

D.   SEMI-ANNUALLY

          1.   Strip and wax all resilient floors

LAVATORIES

A.   DAILY - BUSINESS DAYS (MON-FRI, EXCLUDING HOLIDAYS)

          1.   Sweep, wash and rinse all floors thoroughly, using a
               disinfectant.

          2.   Wash all basins, bowls, urinals, and shower stalls.

          3.   Empty and clean paper towel and sanitary disposal receptacles.
               Replace liners back into receptacles.

          4.   Refill and maintain cleanliness, tissue holders, soap dispensers,
               towel dispenser, toilet tissue, and sanitary dispensers.

          5.   A non-acidic sanitizing solution will be used in all lavatory
               cleaning.

          6.   Wash and polish all mirrors, powder shelves, bright work,
               flushometers, piping and toilet seat hinges.

          7.   Wash both sides of all toilet seats, clean basins and urinals

          8.   Remove waste paper and refuse to designated areas on the
               premises.

          9.   Check and refill, if necessary, all automatic deodorizing
               equipment

B.   WEEKLY

          1.   Wash all partitions and walls

          2.   Vacuum all air vents.

          3.   Wipe down all high light fixtures.

          4.   Flush floor drains with disinfectant
<PAGE>

                                                                     Page 3 of 6
                                                   RREEF Suburban Cleaning Specs


     C.   MONTHLY

          1.   Machine scrub floors

          2.   Wash all waste receptacle with germicidal solution

ELEVATORS

     A.   DAILY - BUSINESS DAYS (MON-FRI, EXCLUDING HOLIDAYS)

          1.   Clean interior walls, doors, and bright work, including ceiling.

          2.   Vacuum and/or wash floors.

          3.   Clean door sills or elevator tracks.

          4.   Clean exterior elevator doors and frames.

LOBBIES & COMMON AREAS

     A.   DAILY - BUSINESS DAYS (MON-FRI, EXCLUDING HOLIDAYS)

          1.   Empty all wastebaskets and change liners, empty exterior
               cigarette urns, and ash trays.

          2.   Vacuum rugs, mats and carpeted areas.

          3.   Inspect carpet for spots and stains, removing where possible.

          4.   Spot clean all interior glass in partitions, doors and lobbies.

          5.   Clean and sanitize drinking fountains.

          6.   Sweep and damp mop lobby floor and remove all excess water. (With
               special attention paid during winter months, to include vacuum
               walk-off mats and keep floors dry and safe).

          7.   Clean entrance glass doors.

          8.   Hand dust and wipe clean with treated cloths all furniture,
               window sills, railings, and planters.

          9.   Dust and wash all directory signs in lobby and on tenant floors.

          10.  Spot clean by damp wiping fingerprints, smears, smudges on walls,
               doors, and frames.

          11.  Clean any and all metal work inside lobby.

          12.  Clean any and all metal work surrounding building entrance doors.

          13.  Dust handrails.

          14.  Building exit stairways shall be policed nightly to remove all
               debris, damp mop as necessary to remove spills. Monthly dust mop
               landings and stairs spray buff and refinish resilient material
               finishes as necessary to ensure a high gloss appearance. Spot
               clean and dust walls, handrails, and fixtures as necessary.

     B.   WEEKLY

          1.   Dust all artwork

          2.   Dust air vents

     C.   MONTHLY

          1.   Machine scrub lobby floor

<PAGE>

                                                                     Page 4 of 6
                                                   RREEF Suburban Cleaning Specs


          2.   Perform high dusting on all surfaces, including light fixtures.

          3.   Dust all air grills and/or heating units and vacuum.

          4.   Damp mop secondary staircase flooring.

          5.   Dust fire extinguishers and hose cabinets

          6.   Spray buff resilient floors.

     D.   QUARTERLY

          1.   Strip and wax all resilient floors.

          2.   Shampoo all common area carpeting.

          3.   Strip and seal lobby floor (confirm this requirement w/ Mngr
               before proceeding)

DAY PORTERS

     A.   DAILY

          1.   Police exterior grounds and collect trash, regularly checking
               smoking areas for discarded cigarettes.

          2.   Change light bulbs as necessary

          3.   Report all maintenance deficiencies to building management, ie:
               inoperable light fixture, plumbing problems, roof leaks, etc.

          4.   Porter all bathrooms, replenish supplies as necessary, wipe
               surfaces

          5.   Vacuum/mop common areas as necessary

          6.   Maintain/clean glass and vestibules in main bldg. entry ways

          7.   Assist with leak and spill clean ups, both common area and tenant

          8.   Polish elevator cabs

          9.   Spot clean glass and walls

          10.  Empty exterior trash and ash urns

          11.  Remove gum from brick work of any building entrance.

          12.  Report any clogged toilets, urinals or sinks to management team.

     B.   WEEKLY

          1.   Sweep, mop, or vacuum secondary stairs.

          2.   Check supplies and provide inventory to RREEF management

     C.   MONTHLY

          1.   Inspect and clean all utility closets.

          2.   Shampoo elevator carpets (frequency depends upon necessity)

     D.   SEASONAL

          1.   Assist with ice-melt or shoveling of walkways leading to building
               entrances.

          2.   Sweep walkways.

          3.   Keep interior lobbies dry and clean during snow storms.

          4.   Lay walk-off mats during heavy rain or snow fall.

<PAGE>

                                                                     Page 5 of 6
                                                   RREEF Suburban Cleaning Specs


FITNESS CENTER

     A.   NIGHTLY

     1.   Damp wipe with a mild, non-abrasive, approved germicidal detergent all
          countertops, doors, walls, door frames, kick plates, thresholds and
          partitions. Eliminate the buildup of soap residue and calcium deposits
          from countertops and beneath soap dispensers on floor.

     2.   Clean and polish towel and tissue dispensers, flush meters, piping,
          toilet seat hinges, shelves, fixtures, and all other metal surfaces to
          remove all soil.

     3.   Empty and damp wipe all waste paper containers. Replace liner daily.

     4.   Thoroughly clean sinks and polish fixtures.

     5.   Toilets, toilet seats, and urinals shall be thoroughly cleaned using
          an approved germicidal cleaner. All stains, streaks and deposits shall
          be removed. Wash both sides of all toilet seats with soap and/or
          disinfectant.

     6.   Wash and disinfect all basins, urinals, bowls (cleaning underside of
          rim) and fixtures using scouring powder to remove stains.

     7.   Empty and thoroughly clean feminine product disposal receptacles and
          replace liner.

     8.   Sweep, wet mop and sanitize entire floor including around toilet seats
          and under urinals using a germicidal detergent approved by OWNER,
          Particular attention shall be paid to corners and edges to prevent
          splashing and build-up.

     9.   Refill all toilet tissue, paper towel, sanitary napkins, and soap
          dispensers using contractor supplied products (if applicable).

     10.  Report any clogged toilets, urinals or sinks to OWNER.

     11.  Clean, polish and sanitize all mirrors, bright work, countertops and
          enameled surfaces. Ensure a streak-free appearance.

     12.  Damp wipe all walls, partitions, doors, and outside surfaces of all
          dispensers, as needed.

     13.  Wash and disinfect all showers including shower walls, floors, bright
          work and doors (if applicable). Report to Mngr. when shower curtains
          require replacement.

     14.  Mop sauna floor, bench, and door with disinfectant.

     B.   WEEKLY

     15.  Completely wipe down partitions and walls. Remove graffiti where
          possible. If not possible, report to OWNER.

     16.  Thoroughly clean base of walls and edges.

     17.  Dust ventilating diffusers and light lenses.

     18.  Pour water, and appropriate solution down floor drains to reduce
          odors.

     19.  Vacuum all floor areas behind and between all equipment in the
          exercise area.

     20.  Clean interior of all wall lockers.

<PAGE>

                                                                     Page 6 of 6
                                                   RREEF Suburban Cleaning Specs


CAFETERIA/DINING & KITCHEN AREAS

     A.   NIGHTLY

     1.   Remove all trash and replace liners nightly.

     2.   Remove dust from furniture, window ledges, radiators, coat racks,
          artificial plants, paintings and other wall decorations.

     3.   Thoroughly wipe down all tables and chairs, including legs and bases.

     4.   Put all tables and chairs back to original position.

     5.   Wipe down all trash containers.

     6.   Spot clean doors and walls especially around and behind trash
          receptacles.

     7.   Thoroughly vacuum all carpeting and spot clean daily.

     8.   Thoroughly dry-mop and damp mop all hard surfaces to remove all
          visible evidence of traffic patterns, dust, dirt, spills and stains.

     B.   PERIODIC

     1.   Spray buff or high speed burnish all hard surface floors at least
          weekly.

     2.   Clean and wash all ceiling vents as needed.

     3.   Machine scrub all hard surfaces at least twice per month. (To include
          surface behind serving area.)

     4.   Shampoo all carpeting as needed.

<PAGE>

                           EXHIBIT J - NOTICE OF LEASE
                ATTACHED TO AND MADE A PART OF LEASE BEARING THE
                LEASE REFERENCE DATE OF MAY_______, 2007 BETWEEN
             RAR2-CROSBY CORPORATE CENTER QRS, INC., AS LANDLORD AND
                    SOUNDBITE COMMUNICATIONS, INC., AS TENANT

<TABLE>
<S>                              <C>
LANDLORD:                        RAR2-CROSBY CORPORATE CENTER QRS, INC.
                                 c/o RREEF Management Company
                                 34 Crosby Drive
                                 Bedford, MA 01730

TENANT:                          SOUNDBITE COMMUNICATIONS, INC.
                                 22 Crosby Drive
                                 Suite 200
                                 Bedford, MA 01730

LEASE:                           A certain Lease Agreement dated _________, 2007
                                 by and between Landlord and Tenant.

DEMISED PREMISES:                The Demised Premises is approximately 36,799
                                 square feet of space on the second (2nd) floor
                                 of the building located at 22 Crosby Drive,
                                 Bedford, MA, being a portion of the land
                                 described on Exhibit A hereto.

TERM:                            The initial term of this Lease (the "Initial
                                 Term") shall be six (6) years commencing on
                                 _____________, 2007 (the "Commencement Date")
                                 and terminating on the last day of the seventy
                                 second (72nd) full calendar month after the
                                 Commencement Date (if the Commencement Month is
                                 not a full calendar month) or the last day of
                                 the seventy-two month period that begins with
                                 and includes (if the Commencement Month is a
                                 full calendar month), the Commencement Month
                                 (the "Expiration Date").

OPTION TERMS:                    Tenant shall have the right to extend the term
                                 of the Lease for one (1) additional successive
                                 term of five (5) years as set forth in the
                                 Lease.

PURCHASE RIGHTS:                 None.
</TABLE>

     Nothing herein is intended to amend, alter or modify the Lease and
reference is made thereto for all of its terms, covenants and conditions. This
Notice of Lease is intending to comply with requirements of Massachusetts
General Laws, c. 183, Section 4.

     This Notice of Lease may be executed in any number of counterparts, each of
which shall be an original, but all of which taken together shall constitute one
agreement.

                          [SIGNATURE ON FOLLOWING PAGE]

                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials



                                       D-9
<PAGE>

EXECUTED as a sealed instrument as of May 18, 2007.

RAR2-CROSBY CORPORATE CENTER QRS, INC.

By: RREEF MANAGEMENT COMPANY, a
    Delaware corporation, Authorized
    Agent


By:  /s/ David F Crane
    ---------------------------------
Name: David F Crane
Title: VP District Mgr


SOUNDBITE COMMUNICATIONS, INC.


By: /s/ Peter Shields
    ---------------------------------
Name: Peter Shields
Title: CEO

                          COMMONWEALTH OF MASSACHUSETTS

Middlesex, ss.

     On this 18th day of May, 2007, before me, the undersigned notary public,
personally appeared David Crane, who proved to me through satisfactory
evidence of identification, which was a Massachusetts driver's license and
acknowledged to me that he signed it voluntarily for its stated purpose, as VP
District Mgr of RAR2-CROSBY CORPORATE CENTER QRS, INC., a Maryland corporation.


                                        /s/ Wendy S. Cabral
                                        ----------------------------------------
                                        Notary Public
                                        My commission expires: 11-1-13

                          COMMONWEALTH OF MASSACHUSETTS

Middlesex, ss.

     On this 16 day of May, 2007, before me, the undersigned notary public,
personally appeared Peter Shields, who proved to me through satisfactory
evidence of identification, which was a Massachusetts driver's license and
acknowledged to me that he signed it voluntarily for its stated purpose, as
Peter Shields, CEO, of SOUNDBITE COMMUNICATIONS., a Delaware corporation.


                                        /s/ Illegible
                                        ----------------------------------------
                                        Notary Public
                                        My commission expires: August 16, 2007


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                      D-10

<PAGE>

                                    Exhibit A

                          Legal Description of Property


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                      D-11

<PAGE>

           EXHIBIT K - LETTER OF CREDIT BANK'S EXISTING CREDIT RATING
                ATTACHED TO AND MADE A PART OF LEASE BEARING THE
                  LEASE REFERENCE DATE OF MAY ___, 2007 BETWEEN
             RAR2-CROSBY CORPORATE CENTER QRS, INC., AS LANDLORD AND
                    SOUNDBITE COMMUNICATIONS, INC., AS TENANT


                                                            /s/ PS   |   /s/ DFC
                                                            --------------------
                                                                   Initials


                                      D-12

<PAGE>

                                                                     Page 1 of 1


<TABLE>
<CAPTION>
                                   Moody's
                     Standard &   Investors    Fitch      Dominion
                       Poor's      Service    Ratings    Bond Rating
                     ----------   ---------   -------   ------------
<S>                  <C>          <C>         <C>       <C>
Long Term - Senior       A+           A1         A+     A (High)
Short Term               A-1         P-1         F1     R-1 (Middle)
Ratings Oulook         Stable       Stable     Stable   Stable
</TABLE>