AGREEMENT OF LEASE

Exhibit 10.31

LEASE

BETWEEN

BOSTON WHARF CO.

AND

INVESTMENT TECHNOLOGY GROUP, INC.

44 Farnsworth Street

Boston, Massachusetts

AGREEMENT OF LEASE

AGREEMENT OF LEASE made as of the 10 day of March, 1995, by and between BOSTON WHARF CO., a Massachusetts general partnership (hereinafter referred to as “Landlord”) and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (hereinafter referred to as “Tenant”).

WITNESSETH:

Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the entire ninth (9th) floor, as shown on Exhibit A attached hereto and made a part hereof (hereinafter referred to as the “Premises” or the “Demised Premises”) contained in the building known and numbered as 44 Farnsworth Street, Boston, Suffolk County, Massachusetts (hereinafter referred to as the “Building”).

1.              REFERENCE DATA

Each reference in this Lease to any of the terms and titles contained in this Article shall be deemed and construed to incorporate the data stated following that term or title in this Article.

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20)           Yearly Fixed Rent:

2.              DESCRIPTION OF DEMISED PREMISES

2.1    Demised Premises .  The Demised Premises are that portion of the Building as described above (as the same may from time to time be constituted after changes therein, additions thereto and eliminations therefrom pursuant to rights of Landlord hereinafter expressly reserved in Articles 8 and 18 and Section 15.2).

2.2    Appurtenant Rights .  Tenant shall have, as appurtenant to the Demised Premises, rights to use in common with others entitled thereto, those common roadways, walkways, elevators, hallways and stairways necessary for access to that portion of the Building occupied by the Demised Premises.

2.3    Reservations .  All the perimeter walls of the Demised Premises except the inner surfaces thereof, any space in or adjacent to the Demised Premises used for servicing other portions of the Building exclusively or in common with the Demised Premises, including without limitation (where applicable) shafts, stacks, pipes, conduits, wires and appurtenant fixtures, fan rooms, ducts, electric or other utilities, sinks or other Building facilities, and the use thereof, as well as the right of access through the Demised Premises for the purpose of operation, maintenance, decoration and repair, are expressly reserved to Landlord.

3.              TERM OF LEASE

3.1    Term .  The Term of this Lease is ten (10) years (or until such Term shall sooner cease or expire) commencing on the Term Commencement Date and ending on the day immediately prior to the tenth (10th) anniversary thereof, except that if the Term Commencement Date is other than the first day of a calendar month, the Term of this Lease shall end on the last day of the calendar month in which said tenth (10th) anniversary occurs. The date on which the Term of this Lease is scheduled to expire is hereinafter referred to as the “Termination Date”.

3.2    Term Commencement Date .  The Term Commencement Date shall be the earlier of (a) the date on which Tenant undertakes Use of the Demised Premises or any part thereof for the purpose set forth in Article 1, or (b) April 15, 1995.

3.3    Option to Extend .  So long as this Lease remains in full force and effect without any default by Tenant beyond the

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applicable grace period, Tenant may extend the Term of this Lease for five (5) years by giving notice of such election to Landlord at least twelve (12) months prior to the originally-scheduled Termination Date.  Such extension shall be on the same terms and conditions set forth herein, subject to the provisions of Section 6.1, except that Tenant shall have no further option to extend said Term.

4.              CONDITION OF DEMISED PREMISES

4.1    Tenant’s Work .  Tenant shall accept the Demised Premises “as is” on the date hereof and Landlord shall have no obligation whatsoever to prepare the Demised Premises for occupancy by Tenant.  Any such work performed by Tenant shall be subject to the provisions of this Lease, including without limitation Articles 10 and 11.  Landlord shall pay to Tenant, upon written request from time to time (but not more frequently than monthly) and pro rata as such work progresses, an amount equal to the cost thereof not in excess of $317,640 (hereinafter referred to as “Landlord’s Construction Contribution”).  Any unused balance of Landlord’s Contribution plus an additional allowance in the amount of $21,176 (hereinafter referred to as “Landlord’s Additional Allowance”) may be applied to any other costs (including without limitation architectural, engineering, space planning and moving expenses) incurred by Tenant in relocating its business operations to the Demised Premises.  The disbursement of any portion of Landlord’s Construction Contribution or Landlord’s Additional Allowance shall be made within fifteen (15) days following the receipt by Landlord of invoices, receipts and other documentation evidencing to Landlord’s reasonable satisfaction the costs on account of which such disbursement has been requested, as well as releases and waivers of any mechanic’s and other liens for any labor or materials furnished as part of such work.  Any portion of Landlord’s Construction Contribution or Landlord’s Additional Allowance not paid within fifteen (15) days from the date when due in accordance with the foregoing provisions shall bear interest thereafter at a rate equal to one percent in excess of the so-called “prime rate” charged from time to time by the First National Bank of Boston, and may be deducted from installments of Yearly Fixed Rent next becoming due hereunder.

4.2    Entry by Tenant; Interference With Construction . Tenant may enter the Demised Premises prior to the Term Commencement Date to undertake such work as is to be performed by Tenant pursuant to this Lease in order to prepare the Demised Premises for Tenant’s occupancy.  Such entry shall be deemed to be pursuant to a license from Landlord to Tenant and shall be at the risk of Tenant.  In no event shall Tenant interfere with any construction work being performed by or on behalf of Landlord in or around the Building; without limiting the generality of the foregoing, Tenant shall comply with all instructions issued by Landlord’s contractors relative to the moving of Tenant’s equipment and other property into the Demised Premises and shall pay any fees or costs imposed in connection therewith.

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5.             USE OF PREMISES

5.1    Permitted Use .  Tenant shall during the Term of this Lease occupy and use the Demised Premises for the permitted Use set forth in Article 1 and for no other purpose.  Service and utility areas (whether or not a part of the Demised Premises) shall be used only for the particular purpose for which they are designated.

5.2    Prohibited Uses .  Tenant shall not use, or suffer or permit the use of, or suffer or permit anything to be done in or anything to be brought into or kept in, the Demised Premises or any part thereof (i) which would violate any of the covenants, agreements, terms, provisions and conditions of this Lease, (ii) for any unlawful purposes or in any unlawful manner, or (iii) which, in the reasonable judgment of Landlord shall in any way (a) impair or tend to impair the appearance or reputation of the Building, (b) impair or interfere with or tend to impair or interfere with any of the Building services or the proper and economic heating, cleaning, air conditioning or other servicing of the Building or with the use of any of the other areas of the Building, or (c) occasion discomfort, inconvenience or annoyance to any of the other tenants or occupants of the Building, whether through the transmission of noise or odors or otherwise.  Without limiting the generality of the foregoing, no food shall be prepared or served for consumption by the general public on or about the Demised Premises; no intoxicating liquors or alcoholic beverages shall be sold or otherwise served for consumption by the general public on or about the Demised Premises; no lottery tickets (even where the sale of such tickets is not illegal) shall be sold and no gambling, betting or wagering shall otherwise be permitted on or about the Demised Premises; no machinery shall be operated in the Demised Premises if such operation involves vibratory motion of any kind perceptible outside the Demised Premises; no loitering shall be permitted on or about the Demised Premises; and no loading or unloading of supplies or other material to or from the Demised Premises shall be permitted on the Land except at times and in locations to be designated by Landlord.  The Demised Premises shall be maintained in a sanitary condition, and kept free of rodents and vermin. All trash and rubbish shall be suitably stored in the Demised Premises or other locations designated by Landlord from time to time.

5.3    Licenses and Permits .  If any governmental license or permit shall be required for the proper and lawful conduct of Tenant’s business, and if the failure to secure such license or permit would in any way affect Landlord, Tenant, at Tenant’s expense, shall duly procure and thereafter maintain such license or permit and submit the same to inspection by Landlord.  Tenant, at Tenant’s expense, shall at all times comply with the terms and conditions of each such license or permit.

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6.              RENT

6.1    Yearly Fixed Rent .  Tenant shall pay to Landlord, without any set-off or deduction (except as otherwise expressly provided herein), at Landlord’s office, or to such other person or at such other place as Landlord may designate by notice to Tenant, the Yearly Fixed Rent set forth in Article 1, provided however that, if Tenant duly exercises its option pursuant to Section 3.3 to extend the Term hereof, the Yearly Fixed Rent shall be increased effective as of the commencement of such extension period to reflect 95% of the fair market rental value of the Demised Premises for the balance of the Term of this Lease, taking into account (among other relevant criteria) rents charged for comparable office building space and Tenant’s obligations to pay Additional Rent and all other provisions of this Lease.  In no event shall said fair market rental value take into account any improvements made by Tenant to the Demised Premises (except to the extent funded by Landlord’s Construction Contribution), nor the fact that Landlord has no obligation to refurbish or renovate the Demised Premises at any time prior to or during such extension period.  Said fair market rental value shall be as determined in a notice given by Landlord to Tenant at least six (6) months prior to the commencement of such extension period, provided however that if Tenant notifies Landlord of its objection to said determination within ten (10) days after the giving of such notice by Landlord, and if Landlord and Tenant cannot mutually agree upon the same within seventy-five (75) days following receipt of Tenant’s objection, then in such event said fair market rental value shall be determined by appraisers, one to be chosen by Landlord, one to be chosen by Tenant, and a third to be selected by the two first chosen.  All appraisers chosen or selected hereunder shall be independent of the parties, shall have received the M.A.I. (Member, Appraisal Institute) designation from the American Institute of Real Estate Appraisers and shall have had at least five (5) years of experience in appraising office space in the downtown section of the City of Boston.  The unanimous written decision of the first two chosen, without selection and participation of a third appraiser, or otherwise the written decision of a majority of three appraisers chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant.  Landlord and Tenant shall each notify the other of its chosen appraiser within ten (10) days following expiration of the aforesaid seventy-five (75) day period and, unless such two appraisers shall have reached a unanimous decision within thirty (30) days after having been chosen, they shall within a further ten (10) days elect a third appraiser and notify Landlord and Tenant thereof.  Each party shall bear the expense of the appraiser chosen by such party pursuant to this Section, and the parties shall equally share the expense of the third appraiser (if any).  If either party fails to notify the other of its chosen appraiser within thirty (30) days following expiration of the aforesaid seventy-five (75) day period, the other party’s determination of the Yearly Fixed Rent for such extension period shall be binding and conclusive for purposes hereof, and no further appraisal proceedings shall be required.

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If the Yearly Fixed Rent for such extension period shall not have been determined prior to the commencement thereof, Tenant shall continue to pay Yearly Fixed Rent at the rate most recently in effect, subject to retroactive adjustment once the Yearly Fixed Rent for such period has in fact been determined.  In no event shall the foregoing provision be construed so as to result in any reduction in the Yearly Fixed Rent payable by Tenant below $248,818.08.  Yearly Fixed Rent shall be paid in equal monthly installments in advance on or before the first Business Day of each calendar month during the Term of this Lease and shall be apportioned for any fraction of a month in which Yearly Fixed Rent first becomes payable or in which the last day of the Term of this Lease may fall.

6.2    Taxes .  Tenant shall pay to Landlord as Additional Rent a proportionate share (as defined in Section 6.4) of all real estate taxes (including without limitation all betterment assessments, all fire service availability fees and similar charges for customary governmental services, all other charges in lieu of such taxes and any tax on any fixture installed in the Building, even if taxed as personal property) imposed against the Building and the Land, in excess of $230,685 (or, if higher, the amount of such taxes payable with respect to the calendar year ending December 31, 1995), pro-rated with respect to any portion of a fiscal year in which the Term of this Lease begins or ends. Such payments shall be due and payable in installments corresponding to those in which such taxes are payable by Landlord, and within twenty (20) days after Tenant shall have received a copy of the relevant tax bills.  If Landlord shall receive any refund of real estate taxes of which Tenant has paid a portion pursuant to this Section, then, out of any balance remaining after deducting Landlord’s reasonable expenses incurred in obtaining such refund, Landlord shall pay to Tenant the same proportionate share of said balance, prorated as set forth above. Tenant shall, if as and when demanded by Landlord and with each monthly installment of Yearly Fixed Rent, make tax fund payments to Landlord.  “Tax fund payments” refer to such payments as Landlord shall determine to be sufficient to provide in the aggregate a fund adequate to pay, when they become due and payable, all payments required from Tenant under this Section. In the event that said tax fund payments are so demanded, and if the aggregate of said tax fund payments is not adequate to pay Tenant’s share of such taxes, Tenant shall pay to Landlord the amount by which such aggregate is less than the amount of said share, such payment to be due and payable at the time set forth above.  Any surplus tax fund payments shall be accounted for to Tenant after payment by Landlord of the taxes on account of which they were made, and may be credited by Landlord against future Rent payments or promptly refunded to Tenant at Landlord’s option.

6.3    Operating Expenses .  Tenant shall pay to Landlord as Additional Rent a proportionate share (as defined in Section 6.4) of all annual costs and expenses incurred by Landlord in the operation and maintenance of the Building and the Land in excess

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of $369,096 (or, if higher, the amount of such costs and expenses incurred with respect to the calendar year ending December 31, 1995), including, without limiting the generality of the foregoing, all such costs and expenses in connection with (1) insurance, sprinkler service, license fees, security, trash and rubbish removal, janitorial service, landscaping, and snow removal, (2) wages, salaries, management fees not in excess of those generally paid by the owners of comparable properties to unaffiliated third parties, employee benefits, payroll taxes, administrative and auditing expenses, and equipment and materials for the operation, management and maintenance of the Property, (3) any capital expenditure (amortized, with interest, in accordance with generally-accepted accounting principles on a so-called “useful life” basis) made by Landlord for the purpose of reducing other operating expenses or complying with any governmental requirement imposed after the date of this Lease, (4) the furnishing of heat, air conditioning, water and other utilities, (5) the operation and servicing of any computer system installed to regulate Building equipment, (6) the furnishing of the repairs and services referred to in Section 7.4, excluding expenditures incurred prior to the first anniversary of the Term Commencement Date on account of any such repair to the roof (including the existing skylight), structural components or common systems of the Building, (7) a reasonable reserve account and (8) unless operating expenses for a particular year include management fees, a supervisory and overhead fee which shall be in an amount equal to ten percent (10%) of all other such costs and expenses (the foregoing being hereinafter referred to as “operating expenses”).  Notwithstanding the foregoing, operating expenses shall not include the cost of any special work or service (including without limitation the furnishing of electricity for the operation of air conditioning equipment) provided to a particular tenant, unless likewise provided to Tenant hereunder.  If, during any portion of a fiscal year for which operating expenses are being computed pursuant to this Section, less than the entire rentable area of the Building is occupied or Landlord is not supplying all occupants with the same services being supplied hereunder, such costs and expenses shall be reasonably extrapolated in order to take into account the costs and expenses which would have been incurred had the entire rentable area of the Building been occupied and had such services been supplied to all occupants.  As soon as Tenant’s share of operating expenses with respect to any fiscal year established from time to time by Landlord can be determined, the same will be certified by Landlord to Tenant and will become payable to Landlord within thirty (30) days following such certification, subject to proration with respect to any portion of a fiscal year in which the Term of this Lease begins or ends or in the event that Landlord designates a different fiscal year.  Tenant shall, if as and when demanded by Landlord and with each monthly installment of Yearly Fixed Rent, make operating fund payments to Landlord.  “Operating fund payments” refer to such payments as Landlord shall determine to be sufficient to provide in the aggregate a fund adequate to pay, when they become due and payable, all payments required from Tenant under this Section.

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In the event that operating fund payments are so demanded, and if the aggregate of said operating fund payments is not adequate to pay Tenant’s share of operating expenses, Tenant shall pay to Landlord the amount by which such aggregate is less than the amount of said share, such payment to be due and payable at the time set forth above.  Any surplus operating fund payments shall be accounted for to Tenant after such surplus has been determined, and may be credited by Landlord against future Rent payments or promptly refunded to Tenant at Landlord’s option. Tenant may, at its expense and following reasonable advance notice to Landlord, inspect Landlord’s books and records relative to the computation of operating expenses and operating fund payments hereunder.  In the event that Current Operating Expenses exceed Prior Operating Expenses by more than the Threshold Amount, Tenant may, by notice given to Landlord no later than sixty (60) days following Landlord’s certification of such Current Operating Expenses pursuant to this Section, request a reduction of Tenant’s proportionate share thereof.  If Landlord does not allow such reduction in an amount satisfactory to Tenant within sixty (60) days following such notice, either party may, within thirty (30) days following said sixty (60) day period, refer the matter to arbitration in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association by a single arbitrator in Boston, Massachusetts, who shall, within thirty (30) days after his or her appointment, determine whether such Current Operating Expenses are unreasonable, taking into account costs and expenditures incurred for operating comparable office buildings.  A judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.  All direct and reasonable costs of such arbitration, including the expense of the arbitrator but excluding any compensation paid to attorneys, agents, employees or witnesses of either party, shall be shared equally by Landlord and Tenant.  Any award to Tenant as a result of such arbitration shall be no greater than Tenant’s proportionate share of the amount by which Current Operating Expenses exceed the sum of Prior Operating Expenses and the Threshold Amount.  Landlord shall pay interest to Tenant on such award, at a rate equal to two percent (2%) in excess of the prime commercial lending rate from time to time established by The First National Bank of Boston, for the period from the date when Tenant paid the amount in question to Landlord until the date when said amount was refunded by Landlord in accordance with such award.  As used herein, the following terms shall be defined as hereinafter set forth:

(a)    “Current Operating Expenses” shall mean operating expenses incurred with respect to 1996 or any subsequent calendar year (hereinafter referred to as the “Current Year”);

(b)    “Prior Operating Expenses” shall mean operating expenses incurred with respect to the calendar year immediately preceding the

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Current Year, provided however that Prior Operating Expenses shall in no event be less than $369,096;

(c)    “Threshold Amount” shall mean the amount calculated by multiplying Prior Operating Expenses times a percentage equal to two percent (2%) plus the percentage increase in the Price Index during the course of the Current Year; and

(d)    “Price Index” shall mean the Consumer Price Index for All Urban Consumers, Boston, Mass., All Items (1982-84 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if the publication of said Index shall be discontinued, any similar statistical index which is designated by Landlord and may be used for the purpose of measuring the cost of living in the Boston urban area.

6.4    Tenant’s Proportionate Share .  Tenant’s proportionate share of taxes and operating expenses pursuant to Sections 6.2 and 6.3 shall be computed according to the ratio (i.e., 11.475%) between the Rentable Area of the Demised Premises (as defined in Article 1) and the total rentable area of all space in the Building (agreed to be 92,274 square feet).  Computations of rentable area other than in the Demised Premises shall be made by Landlord’s Architect, whose good faith determination shall be conclusive and binding on Tenant.

6.5    Payment to Mortgagee .  Landlord reserves the right to provide in any Mortgage given by it of the Property that some or all rents, issues, and profits and all other amounts of every kind payable to the Landlord under this Lease shall be paid directly to the Mortgagee for Landlord’s account and Tenant covenants and agrees that it will, after receipt by it of notice from Landlord designating such Mortgagee to whom payments are to be made by Tenant, pay such amounts thereafter becoming due directly to such Mortgagee until excused therefrom by notice from such Mortgagee.

7.             UTILITIES AND LANDLORD’S SERVICES

7.1    Electricity .  Tenant shall purchase the electrical energy that Tenant requires for operation of the lighting fixtures, appliances and equipment (including without limitation all air conditioning equipment) servicing the Demised Premises. The costs of initially installing any required meter shall be paid by Landlord, but Tenant shall keep said meter and installation equipment in good working order and repair. Landlord shall not be liable in any way to Tenant for any failure or defect in the supply or character of electrical energy furnished to the Demised Premises by reason of any requirement,

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act or omission of the public utility serving the Building with electricity unless due to the act or omission of Landlord. Tenant’s use of electrical energy in the Demised Premises shall not at any time exceed the capacity (agreed to be 16.5 watts per square foot) of any of the electrical conductors and equipment in or otherwise serving the Demised Premises.  In order to insure that such capacity is not exceeded and to avert possible adverse effect upon the Building electrical services Tenant shall give notice to Landlord and obtain Landlord’s prior written consent whenever Tenant shall connect to the Building electrical distribution system any fixtures, appliances or equipment other than lamps, typewriters and similar small machines.  Any additional feeders or risers to supply Tenant’s electrical requirements in addition to those originally installed and all other equipment proper and necessary in connection with such feeders or risers, shall be installed by Tenant at the sole cost and expense of Tenant, provided that such additional feeders and risers are permissible under applicable laws and insurance regulations and the installation of such feeders or risers has been approved in writing by Landlord in advance thereof and will not cause permanent damage or injury to the Building or cause or create a dangerous condition or unreasonably interfere with other tenants of the Building.  Tenant agrees that it will not make any alteration or material addition to the electrical equipment and/or appliances in the Demised Premises without the prior written consent of Landlord in each instance first obtained, which consent will not be unreasonably withheld and will promptly advise Landlord of any alteration or addition to such electrical equipment and/or appliances.  Tenant, at Tenant’s expense, shall purchase, install and replace all light fixtures, bulbs, tubes, lamps, lenses, globes, ballasts and switches used in the Demised Premises.

7.2    Water Charges .  Landlord shall furnish hot and cold water for ordinary cleaning, toilet, kitchen, lavatory and drinking purposes to the extent required to service facilities approved by Landlord pursuant to Article 10.  If Tenant requires, uses or consumes water for any purpose other than for such purposes, Landlord may (i) assess a reasonable charge for the additional water so used or consumed by Tenant or (ii) install a water meter and thereby measure Tenant’s water consumption for all purposes.  In the latter event, Tenant shall pay the cost of the meter and the cost of installing any equipment required in connection therewith, and shall keep said meter and installation equipment in good working order and repair, and shall pay for water consumed, as shown on said meter, together with the sewer charge based on said meter charges, as and when bills are rendered.

7.3    Heat and Air Conditioning .

(a)    Landlord shall, through the equipment of the Building, furnish to and distribute in the Demised Premises heat as normal seasonal changes may require on Business Days from 8:00 a.m. to 6:00 p.m. and on Saturdays (excluding holidays) from 8:00

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a.m. until Noon when reasonably required for the comfortable occupancy of all portions of the Demised Premises by Tenant. Tenant agrees to cooperate fully with Landlord with regard to and abide by all regulations and requirements which Landlord may prescribe for the proper functioning and protection of the heating system.

(b)    Landlord’s only obligation under this Lease with respect to the air conditioning of the Demised Premises is to maintain, repair and (when necessary) replace the Building equipment servicing the Demised Premises and to furnish chilled water therefor.  The distribution of air conditioning within the Demised Premises utilizes, as part of said equipment, handlers which are operated electrically at Tenant’s expense pursuant to Section 7.1.

(c)    Landlord will, upon reasonable advance written notice from Tenant of its requirements, furnish additional heat or air conditioning service to the Demised Premises on days and at times other than as provided in this Article.  Tenant will pay to Landlord a reasonable charge (which shall be standard for all Building tenants and is currently calculated at an hourly rate per floor of $25.00 in the case of heat and $30.00 in the case of air conditioning) for any such additional heat or air conditioning service required by Tenant.

7.4    Repairs and Other Services .  Except as otherwise provided in Articles 16 and 18, and subject to Tenant’s obligations in Article 12 and elsewhere in this Lease, Landlord shall (a) keep and maintain the roof (including the existing skylight), exterior walls, structural floor slabs and columns of the Building in good condition and repair, reasonable use and wear excepted, and maintain in good and workable condition the vertical buss ducts referenced in Section 27.9 as well as the common sanitary, electrical, heating, air conditioning and other systems of the Building, (b) provide cleaning services according to the cleaning standards set forth in Exhibit B attached hereto and made a part hereof, (c) keep all roadways, walkways and parking areas on the Property clean and remove all snow and ice therefrom, (d) replace windows whenever broken other than as a result of the act, omission, fault, negligence or misconduct of Tenant or Tenant’s agents, contractors, employees or invitees, (e) employ a guard to be stationed at the main entrance of the Building from 4:30 p.m. until Midnight on Business Days and (f) arrange for the extermination of vermin in the common areas of the Building.  In addition, Landlord shall complete the ongoing installation of a card system to regulate access to the main entrance and elevators of the Building no later than April 15, 1995 (in the case of said main entrance) and February 28, 1995 (in the case of said elevators).

7.5    Interruption or Curtailment of Services .  Landlord reserves the right temporarily to interrupt, curtail, stop or suspend the furnishing of services and the operation of any Building system, when necessary by reason of accident or

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emergency, or of repairs, alterations, replacements or improvements in the reasonable judgment of Landlord desirable or necessary to be made, or of difficulty or inability in securing supplies or labor, or of strikes, or of any other cause beyond the reasonable control of Landlord, whether such other cause be similar or dissimilar to those hereinabove specifically mentioned, until said cause has been removed.  Landlord shall have no responsibility or liability for any such interruption, curtailment, stoppage, or suspension of services or systems, except that Landlord shall exercise reasonable diligence to eliminate the cause of same.

8.              CHANGES OR ALTERATIONS BY LANDLORD

Landlord reserves the right, exercisable by itself or its nominee, at any time and from time to time without the same constituting an actual or constructive eviction and without incurring any liability to Tenant therefor or otherwise affecting Tenant’s obligations under this Lease, but subject to the applicable provisions of Section 15.2, to make such changes, alterations, additions, improvements, repairs or replacements in or to the Building (provided however that Landlord may not materially alter the approved layout of the Demised Premises) and the fixtures and equipment thereof, as well as in or to the street entrances, halls, passages, elevators, and stairways thereof, as it may deem necessary or desirable, and to change the arrangement and/or location of entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilets, or other public parts of the Building, provided, however, that there be no unreasonable obstruction of the right of access to, or unreasonable interference with the use and enjoyment of, the Demised Premises by Tenant, except that Landlord shall not (except in case of emergency) be obligated to employ labor at so-called “over-time” or other premium pay rates.  Nothing contained in this Article shall be deemed to relieve Tenant of any duty, obligation or liability which Tenant may have with respect to making or causing to be made any repair, replacement or improvement or complying with any law, order or requirement of any governmental or other authority.  Landlord reserves the right to from time to time change the address of the Building,  in which case Landlord shall reimburse all reasonable costs incurred by Tenant as a result of such change in order to replace stationery, business cards and the like and to notify clients of such change.

9.              FIXTURES, EQUIPMENT AND IMPROVEMENTS - REMOVAL BY TENANT

All fixtures, equipment, improvements and appurtenances attached to or built into the Demised Premises prior to or during the Term, whether by Landlord at its expense or at the expense of Tenant (either or both) or by Tenant shall be and remain part of the Demised Premises and shall not be removed by Tenant at the end of the Term unless otherwise expressly provided in this Lease.  Where not built into the Demised Premises, and if furnished and installed by and at the sole expense of Tenant, all

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removable electric fixtures, air conditioning, drinking or tap water facilities, furniture, filing cabinets or trade fixtures or business equipment (hereinafter referred to as “Tenant’s Removable Property”) shall not be deemed to be included in such fixtures, equipment, improvements and appurtenances and may be, and upon the request of Landlord will be, removed by Tenant upon the condition that such removal shall not materially damage the Demised Premises or the Building and that the cost of repairing any damage to the Demised Premises or the Building arising from such removal shall be paid by Tenant, provided, however, that any of such items toward which Landlord shall have granted any allowance or credit to Tenant shall be deemed not to have been furnished and installed in the Demised Premises by or at the sole expense of Tenant.

10.            ALTERATIONS AND IMPROVEMENTS BY TENANT

Tenant shall make no alterations, decorations, installations, removals, additions or improvements in or to the Demised Premises without Landlord’s prior written consent and then only by contractors approved by Landlord (including without limitation those contractors identified in Exhibit D attached hereto and made a part hereof).  No installations or other such work shall be undertaken or begun by Tenant until Landlord has approved written plans and specifications therefor; and no amendments or additions to such plans and specifications shall be made without prior written consent of Landlord.  Any such alterations, decorations, installations, removals, additions and improvements shall be done at the sole expense of Tenant and at such times and in such manner as Landlord may from time to time reasonably designate.  Any consent or approval required under this Article shall not be unreasonably withheld or delayed in the case of any proposed work of a non-structural nature which does not affect the common areas or facilities of the Property. Pursuant to the foregoing provisions, but subject to the receipt of reasonably acceptable engineering data, Landlord hereby consents to the work described in the plans and specifications referenced in Exhibit E attached hereto and made a part hereof (hereinafter referred to as “Tenant’s Initial Work”).  If Tenant shall make any alterations, decorations, installations, removals, additions or improvements, then Landlord may elect, at the time of consenting thereto, to require Tenant at the expiration of this Lease to restore the Demised Premises to substantially the same condition as existed at the Term Commencement Date. Landlord acknowledges that Landlord has not made such election with respect to any portion of Tenant’s Initial Work other than Tenant’s Removable Property.

11.            TENANT’S CONTRACTORS – MECHANICS’ AND OTHER LIENS – STANDARD OF TENANT’S PERFORMANCE – COMPLIANCE WITH LAWS

Whenever Tenant shall make any alterations, decorations, installations, removals, additions or improvements or do any other work in or to the Demised Premises, Tenant will strictly observe the following covenants and agreements:

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(a)    In no event shall any material or equipment be incorporated in or added to the Demised Premises in connection with any such alteration, decoration, installation, addition or improvement which is subject to any lien, charge, mortgage or other encumbrance of any kind whatsoever or is subject to any security interest or any form of title retention agreement.  Any mechanic’s lien filed against the Demised Premises or the Building for work claimed to have been done for, or materials claimed to have been furnished to Tenant shall be discharged by Tenant within ten (10) days after notice thereof, at the expense of Tenant, by filing the bond required by law or otherwise.  If Tenant fails so to discharge any lien, Landlord may do so at Tenant’s expense and Tenant shall reimburse Landlord for any expense or cost incurred by Landlord in so doing within fifteen (15) days after rendition of a bill therefor.

(b)    All installations or work done by Tenant under this or any other Article of this Lease shall be at its own expense (unless expressly otherwise provided) and shall at all times comply with (i) laws, rules, orders and regulations of governmental authorities having jurisdiction thereof; (ii) orders, rules and regulations of any Board of Fire Underwriters, or any other body hereafter constituted exercising similar functions, and governing insurance rating bureaus; and (iii) plans and specifications prepared by and at the expense of Tenant theretofore submitted to Landlord for its prior written approval in accordance with the provisions of Article 10.

(c)    Tenant shall procure all necessary permits before undertaking any work in the Demised Premises; do all such work in a good and workmanlike manner, employing materials of good quality and complying with all governmental requirements, and defend, save harmless, exonerate and indemnify Landlord from all injury, loss or damage to any person or property occasioned by or growing out of such work.

12.            REPAIRS AND SECURITY BY TENANT

Subject to Landlord’s repair obligations hereunder, Tenant shall keep or cause to be kept all and singular the Demised Premises in good repair, order and condition, damage by fire or other casualty excepted.  Without limiting the generality of the foregoing, Tenant shall replace all windows and other glass, whenever broken as a result of the act, omission, fault, negligence or misconduct of Tenant or Tenant’s agents, contractors, employees or invitees, with glass of the same quality.

Tenant shall make, as and when needed as a result of misuse by, or neglect or improper conduct (including without limitation the placement of any equipment exceeding the floor load or causing vibrations perceptible outside the Demised Premises) of Tenant or Tenant’s servants, employees, agents, invitees or licensees or otherwise, all repairs in and about the Demised Premises necessary to preserve them in such repair, order and

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condition.

13.           INSURANCE, INDEMNIFICATION, EXONERATION AND EXCULPATION

13.1 Insurance .  Tenant shall procure, keep in force and pay for (a) Comprehensive Public Liability Insurance indemnifying Landlord, any managing agent designated by Landlord, Tenant and (whenever Landlord shall so request) any Mortgagee against all claims and demands for injury to or death of persons or damage to property which may be claimed to have occurred upon the Demised Premises in the amounts which shall at the time Tenant and/or its contractors enter the Demised Premises in accordance with Article 4 of this Lease be not less than One Hundred Thousand Dollars ($100,000) for property damage and Two Million Dollars ($2,000,000) for injury or death of one person or more than one person in a single accident, and from time to time thereafter shall be not less than such higher amounts, if procurable, as may be reasonably required by Landlord and are customarily carried by responsible office tenants in the Greater Boston area (provided however that Landlord may not require any such increase more than once during any thirty-six (36) month period) and (b) so-called contents and improvements insurance adequately insuring all property belonging to or removable by Tenant and situated in the Demised Premises.

13.2 Certificates of Insurance .  Such insurance shall be effected with insurers authorized to do business in Massachusetts under valid and enforceable policies, and such policies shall name Landlord and Tenant and any additional parties designated by Landlord pursuant to Section 13.1 as the insureds, as their respective interests appear.  Such insurance shall provide that it shall not be cancelled without at least ten (10) days’ prior written notice to each insured named therein.  Prior to entry by Tenant and/or its contractors into the Demised Premises in accordance with Article 4 of this Lease, and thereafter not less than fifteen (15) days prior to the expiration date of each expiring policy, original copies of the policies provided for in Section 13.1 issued by the respective insurers, or certificates of such policies setting forth in full the provisions thereof and issued by such insurers together with evidence satisfactory to Landlord of the payment of all premiums for such policies, shall be delivered by Tenant to Landlord and certificates as aforesaid of such policies shall upon request of Landlord be delivered by Tenant to any additional parties designated by Landlord pursuant to Section 13.1 as the insureds.

13.3 General .  Tenant will save Landlord harmless, and will exonerate and indemnify Landlord, from and against any and all claims, liabilities or penalties asserted by or on behalf of any person, firm, corporation or public authority:

(a)    On account of or based upon any injury to person, or loss of or damage to property sustained or occurring on the Demised Premises on account of or based upon the act, omission, fault, negligence or misconduct of any person whomsoever (other

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than Landlord or its agents, contractors or employees);

(b)    On account of or based upon any injury to person or loss of or damage to property, sustained or occurring elsewhere (other than on the Demised Premises) in or about the Building (and, in particular, without limiting the generality of. the foregoing on or about the elevators, stairways, public corridors, sidewalks or other appurtenances and facilities used in connection with the Building or Demised Premises) arising out of the use or occupancy of the Building or Demised Premises by Tenant, or any person claiming by, through or under Tenant;

(c)    On account of or based upon (including moneys due on account of) any work or thing whatsoever done (other than by Landlord or its contractors, or agents or employees of either) in the Demised Premises; and

(d)    On account of or resulting from the failure of Tenant to perform and discharge any of its covenants and obligations under this Lease;

and, in respect of any of the foregoing items (a) - (d), from and against all costs, expenses (including without limitation reasonable attorneys’ fees), and liabilities incurred in or in connection with any such claim, or any action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant upon notice from Landlord shall at Tenant’s expense resist or defend such action or proceeding and employ counsel therefor reasonably satisfactory to Landlord, it being agreed that such counsel as may act for insurance underwriters of Tenant engaged in such defense shall be deemed satisfactory.

13.4 Property of Tenant .  In addition to and not in limitation of the foregoing, and subject only to the provisions of applicable law, Tenant covenants and agrees that all merchandise, furniture, fixtures and property of every kind, nature and description which may be in or upon the Demised Premises or the Building or the Land during the Term of this Lease shall be at the sole risk and hazard of Tenant, and that if the whole or any part thereof shall be damaged, destroyed, stolen or removed from any cause or reason whatsoever other than the negligence or misconduct of Landlord or its agents, contractors or employees, no part of said damage or loss shall be charged to, or borne by Landlord.

13.5 Bursting of Pipes, etc .  Landlord shall not be liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, electrical disturbance, water, rain or snow or leaks from any part of the Building or from the pipes, appliances or plumbing works or from the roof, street or sub-surface or from any other place or c