EX-10.1 LEASE DATED AS OF MAY 1, 2005

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Exhibit 10.1

LEASE

BURLINGTON WOODS OFFICE PARK
2 BURLINGTON WOODS DRIVE, BURLINGTON, MASSACHUSETTS

Premises: Portion of the Third (3rd) Floor Tenant:
SOUNDBITE COMMUNICATIONS, INC.

TABLE OF CONTENTS

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1. BASIC LEASE PROVISIONS............................................ 1
1.1. INTRODUCTION................................................... 1
1.2. BASIC DATA AND DEFINITIONS..................................... 1
2. DEMISING OF PREMISES, TERM, OPTIONS............................... 2
2.1. DEMISE OF PREMISES............................................. 2
2.2. APPURTENANT RIGHTS AND RESERVATIONS............................ 2
2.3. TERM........................................................... 3
2.4. OPTION TO EXTEND THE TERM...................................... 3
2.5. RIGHT OF FIRST OFFER ON CERTAIN ADDITIONAL SPACE............... 4
2.6. POTENTIAL EXPANSION AND MUTUAL NEW LEASE AND TERMINATION....... 5
3. RENT.............................................................. 5
3.1. FIXED RENT..................................................... 5
3.2. FIXED RENT FOR AVAILABLE SPACE AND DURING EXTENSION TERM....... 6
3.3. LATE PAYMENT................................................... 7
4. USE OF PREMISES; ALTERATIONS...................................... 8
4.1. PERMITTED USE.................................................. 8
4.2. ALTERATIONS.................................................... 9
5. ASSIGNMENT AND SUBLETTING......................................... 10
5.1. GENERALLY...................................................... 10
5.2. REIMBURSEMENT, RECAPTURE AND EXCESS RENT....................... 12
5.3. CERTAIN TRANSFERS.............................................. 13
6. CONDITION OF PREMISES AND RESPONSIBILITY FOR REPAIRS.............. 14
6.1. CONDITION OF PREMISES.......................................... 14
6.2. INTENTIONALLY OMITTED.......................................... 15
6.3. REPAIRS TO BE MADE BY LANDLORD................................. 15
6.4. MAINTENANCE AND REPAIRS TO BE MADE BY TENANT................... 15
6.5. FLOOR LOAD - HEAVY MACHINERY; OCCUPANT DENSITY................. 16
7. SERVICES; UTILITY CHARGES......................................... 17
7.1. LANDLORD'S SERVICES............................................ 17
7.2. UTILITY SERVICES AND CHARGES................................... 17
7.3. ELECTRICAL SERVICE AND ELECTRICAL CHARGE....................... 18
8. ADDITIONAL RENT FOR TAXES AND OPERATING EXPENSES.................. 18
8.1. TENANT'S PAYMENT OF ITS SHARE OF REAL ESTATE TAXES............. 18
8.2. TENANT'S PAYMENT OF ITS SHARE OF OPERATING EXPENSES............ 20
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Burlington Woods - SOUNDBITE COMMUNICATIONS, INC.

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9. INDEMNITY AND INSURANCE........................................... 23
9.1. INDEMNITY...................................................... 23
9.2. INSURANCE...................................................... 23
9.3. TENANT'S RISK.................................................. 24
9.4. INJURY CAUSED BY THIRD PARTIES................................. 25
9.5. LANDLORD'S INSURANCE........................................... 25
10. LANDLORD'S ACCESS TO PREMISES..................................... 25
10.1. LANDLORD'S RIGHT OF ACCESS..................................... 25
10.2. EXHIBITION OF SPACE TO PROSPECTIVE TENANTS..................... 25
10.3. KEYS........................................................... 25
11. FIRE, EMINENT DOMAIN, ETC......................................... 25
11.1. FIRE OR OTHER CASUALTY......................................... 25
11.2. EMINENT DOMAIN................................................. 26
12. DEFAULT........................................................... 27
12.1. TENANT'S DEFAULT............................................... 27
12.2. REMEDIES....................................................... 28
12.3. INTEREST ON LATE PAYMENTS...................................... 29
12.4. LANDLORD'S DEFAULT............................................. 30
12.5. COSTS OF ENFORCEMENT........................................... 30
12.6. BANKRUPTCY AND INSOLVENCY...................................... 30
13. MISCELLANEOUS PROVISIONS.......................................... 31
13.1. EXTRA HAZARDOUS USE............................................ 31
13.2. WAIVER......................................................... 31
13.3. COVENANT OF QUIET ENJOYMENT.................................... 32
13.4. LANDLORD'S LIABILITY........................................... 32
13.5. NOTICE TO MORTGAGEE AND GROUND LESSOR.......................... 32
13.6. ASSIGNMENT OF RENTS............................................ 33
13.7. MECHANIC'S LIENS............................................... 33
13.8. NO BROKERAGE................................................... 33
13.9. INVALIDITY OF PARTICULAR PROVISIONS............................ 34
13.10. PROVISIONS BINDING, ETC........................................ 34
13.11. RECORDING...................................................... 34
13.12. NOTICES........................................................ 34
13.13. WHEN LEASE BECOMES BINDING..................................... 35
13.14. PARAGRAPH HEADINGS............................................. 35
13.15. RIGHTS OF MORTGAGEE............................................ 35
13.16. STATUS REPORT.................................................. 35
13.17. TENANT'S FINANCIAL CONDITION................................... 36
13.18. ADDITIONAL REMEDIES OF LANDLORD; SURVIVAL...................... 36
13.19. WAIVER OF COUNTERCLAIMS........................................ 37
13.20. CONSENTS....................................................... 37
13.21. HOLDING OVER................................................... 37
13.22. NON-SUBROGATION................................................ 37
13.23. ENVIRONMENTAL HAZARDS.......................................... 38
13.24. LETTER OF CREDIT............................................... 39
13.25. GOVERNING LAW.................................................. 39
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Burlington Woods - SOUNDBITE COMMUNICATIONS, INC.

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13.26. INTENTIONALLY OMITTED.......................................... 40
13.27. SECURITY MEASURES.............................................. 40
13.28. EASEMENTS...................................................... 40
13.29. CHANGES TO PROPERTY............................................ 40
13.30. INCORPORATION OF PRIOR AGREEMENTS.............................. 41
13.31. AMENDMENTS..................................................... 41
13.32. COVENANTS...................................................... 41
13.33. AUCTIONS....................................................... 41
13.34. MERGER......................................................... 41
13.35. AUTHORITY...................................................... 41
13.36. RELATIONSHIP OF PARTIES........................................ 41
13.37. RIGHT TO LEASE................................................. 42
13.38. CONFIDENTIALITY................................................ 42
13.39. OFAC CERTIFICATION AND INDEMNITY............................... 42
13.40. WAIVER OF JURY TRIAL........................................... 42
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LEASE
BURLINGTON WOODS OFFICE PARK

This Lease, by and between Landlord and the Tenant (as defined below), relates
to the space in the building (the "Building") known as Building No. 2,
Burlington Woods Office Park (which office park, and all improvements therein
from time to time, shall be referred to as the "Office Park"), in Burlington,
Middlesex County, Massachusetts, with an address at Two Burlington Woods Drive,
Burlington, Massachusetts. The term "Lot" shall mean the parcel of land on which
the Building is located; and the term "Property" shall mean the Lot and all
improvements thereon from time to time, including the Building.

The parties to this Lease hereby agree with each other as follows:

1. BASIC LEASE PROVISIONS

1.1. INTRODUCTION.

As further supplemented in the balance of this instrument and its Exhibits, the
following sets forth the basic terms of this Lease and, where appropriate,
constitutes definitions of certain terms used in this Lease.

1.2. BASIC DATA AND DEFINITIONS.

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Lease Date: December ___, 2004.

Landlord: BURLINGTON WOODS OFFICE TRUST NO. 2

Present Mailing Address of c/o Finard & Company, LLC
Landlord: One Burlington Woods Drive
Burlington, Massachusetts 01803

Tenant: SOUNDBITE COMMUNICATIONS, INC.,
a Delaware corporation.

Present Mailing Address of Tenant: Three Burlington Woods Drive
Burlington, Massachusetts 01803

Term or original Term: Three (3) years (plus the partial
month, if any, as set forth in Section
2.3.2 below).

Scheduled Commencement Date: May 1, 2005.

Fixed Rent: Lease Year PSF Annual Fixed Rent Monthly Installment
---------- ------ ----------------- -------------------
1 $17.50 $174,352.50 $14,529.38
2 $18.00 $179,334.00 $14,944.50
3 $18.50 $184,315.50 $15,359.63

FREE RENT: Notwithstanding the stated
Fixed Rent set forth above, provided
Tenant is not in default of any of its
obligations under this Lease, Tenant
shall be entitled to an abatement of
monthly installments of Annual Fixed
Rent, or so-called "free rent" period,
for the first three (3) full calendar
months of the Lease Term.

Electrical Charge: Premises are separately metered.

Option Period: One extension period of three (3) years.

Premises: The portion of the Building (as defined
above) located on the third (3rd)
floor, and shown as outlined on Exhibit
A attached hereto.

Rentable Floor Area of the Premises: Approximately 9,963 square feet.

Rentable Floor Area of the Building: Approximately 26,729 square feet.

Permitted Use: First-class office space, and no other
use.
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Burlington Woods - SOUNDBITE COMMUNICATIONS, INC.

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Letter of Credit Amount: $35,770.67.

Brokers: Spaulding & Slye Colliers International
and Richards Barry Joyce & Partners,
LLC.

Tax Base: The Taxes for Tax Year 2006 (the fiscal
year ending June 30, 2006), as provided
in Section 8.1.

Base Operating Expenses: The Operating Expenses for Operating
Year 2005 (the calendar year ending
December 31, 2005), as provided in
Section 8.2.
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2. DEMISING OF PREMISES, TERM, OPTIONS

2.1. DEMISE OF PREMISES.

2.1.1. Landlord hereby demises and leases to Tenant, and Tenant hereby
accepts from Landlord, the Premises, subject to the terms and conditions of this
Lease.

2.1.2. For the purposes of this Lease, it is agreed that the Rentable Floor
Area of the Premises shall be as stated in Section 1.2 above, and the Rentable
Floor Area of the Building shall be as stated in Section 1.2 above.

2.2. APPURTENANT RIGHTS AND RESERVATIONS.

2.2.1. Tenant shall have, as appurtenant to the Premises, the nonexclusive
right to use and to permit its invitees to use in common with others, public or
common lobbies, hallways, stairways, passenger elevators and sanitary facilities
in the Building necessary for Tenant's use and occupancy of the Premises, any
other common areas and facilities as Landlord may designate from time to time,
and (as provided in the next subsection) the parking facilities serving the
Building (collectively, "common areas"). Such rights shall always be subject to
reasonable rules and regulations from time to time established by Landlord by
suitable notice, and shall be subject to the right of Landlord to designate and
change from time to time areas and facilities to be so used; provided, however,
Landlord shall use commercially reasonable efforts to minimize any material
interference with Tenant's use of or access to the Premises.

2.2.2. Tenant shall also have, as appurtenant to the Premises, the
nonexclusive right to use, and permit its employees and invitees to use, in
common with others, on a first come, first serve basis, the open parking
facilities serving the Building (excepting those spaces now or hereafter
designated by Landlord as being for the exclusive use of others). Such parking
rights shall be subject to the right of Landlord to limit the number of parking
spaces available to Tenant, its employees and invitees, where the use of the
same exceeds, in Landlord's judgment, the ratio of 3.3 spaces per 1,000 square
feet of the Rentable Floor Area of the Building.

2.2.3. Excepted and excluded from the Premises are the roof and all
perimeter walls of the Premises, except the inner surfaces thereof, but the
entry doors to the Premises are not excluded from the Premises and are a part
thereof for all purposes; and Tenant agrees that Landlord shall have the right
to place in the Premises (but in such manner as to reduce to a minimum
interference with Tenant's use of the Premises) utility lines, pipes and the
like to serve premises other than the Premises, and to replace and maintain and
repair such utility lines, pipes and the like in, over and upon the Premises.

2.2.4. During the hours of 8:00 A.M. to 6:00 P.M., Monday through Friday,
legal holidays (both federal and state) in all cases excepted ("Normal Building
Operating Hours"), the Building shall be open and access to the Premises shall
be freely available, subject to interruption due to causes beyond


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Landlord's reasonable control. During periods other than Normal Building
Operating Hours, Landlord shall provide means of access to the Premises, subject
to security restrictions on such access, such as card access systems, and to
Section 13.4.2 below. Access to the Premises during Normal Building Operating
Hours and at other times shall always be subject to reasonable rules and
regulations therefor from time to time established by Landlord by suitable
notice. Tenant acknowledges that, in all events, Tenant is responsible for
providing security to the Premises and its own personnel, and to the maximum
extent permissible by law, Tenant shall indemnify, defend with counsel of
Landlord's selection, and save Landlord harmless from any claim for injury to
person or damage to property asserted by any personnel, employee, guest, invitee
or agent of Tenant which is suffered or occurs in or about the Premises or in or
about the Building by reason of the act of any intruder or any other person in
or about the Premises or the Building.

2.3. TERM.

2.3.1. Subject to the conditions herein stated, Tenant shall hold the
Premises for the Term (as defined in Section 1.2) commencing on the Commencement
Date (as defined below) and expiring at midnight of the last day of the Term,
unless sooner terminated as provided herein.

2.3.2. The Scheduled Commencement Date set forth in Section 1.2 is an
estimated Commencement Date. The actual Commencement Date shall be the date
possession of the Premises is tendered to Tenant in accordance with the
provisions of this Lease; provided, however, that the term of this Lease shall
be computed from the first day of the calendar month following the Commencement
Date if the Commencement Date is not on the first day of the month.
Notwithstanding the Scheduled Commencement Date specified in Section 1.2, if for
any reason Landlord cannot deliver possession of the Premises to Tenant on said
date, Landlord shall not be subject to any liability therefor, nor shall such
failure affect the validity of this Lease or the obligations of Tenant
hereunder; provided, however, in such a case, Tenant shall not be obligated to
pay rent or perform any other obligation of Tenant under this Lease, except as
may be otherwise provided in this Lease, until possession of the Premises is
tendered to Tenant.

2.3.3. Landlord and Tenant agree to execute a supplemental agreement
confirming the actual Commencement Date and expiration date of the Term, once
same are determined.

2.4. OPTION TO EXTEND THE TERM.

The Tenant shall have the option to extend the Term of this Lease for an
additional period equal to the Option Period (the "Extension Term"), provided
that: (i) this Lease is in full force and effect; (ii) Tenant is not in default
of the terms and conditions of this Lease at the time it elects to extend the
Term or at the commencement of the Extension Term; (iii) the original named
Tenant has not assigned this Lease or sublet any portion of the Premises; and
(iv) Tenant has given Landlord written notice of its election to extend the Term
no later than 9 months prior to the expiration date of the original Term of this
Lease. In the event that Tenant shall extend the Term as aforesaid, such
extension shall be upon the same terms and conditions as set forth herein except
that: no further right to extend shall be deemed to be included; and the annual
Fixed Rent payable hereunder shall be adjusted in accordance with the provisions
of Section 3. Should Tenant so extend the Term of this Lease, the term "Term" as
used herein shall mean the original Term together with the Extension Term.


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2.5. RIGHT OF FIRST OFFER ON CERTAIN ADDITIONAL SPACE.

2.5.1. Provided (i) this Lease is then in full force and effect, (ii)
Tenant is not in default of the terms and conditions of this Lease, and (iii)
the original named Tenant shall then occupy all or substantially all of the
Premises, Tenant shall have the right of first offer to lease the entire second
(2nd) floor of the Building (the "Available Space") (but not portions thereof),
which Tenant acknowledges is currently available for occupancy as of date of
this Lease and is being marketed by Landlord to potential tenants and which
Tenant has elected not to lease at this time, subject to and in accordance with
the terms hereof. At any time during the Term of this Lease that the Available
Space is available for occupancy, Tenant, or its broker, may contact Landlord's
managing agent or broker to obtain the status of the Available Space and the
current status of Landlord's marketing efforts in connection therewith and
Landlord shall use good faith efforts to keep Tenant apprised of the status of
Landlord's marketing efforts with regard to the current Available Space;
provided Landlord shall not be required to disclose confidential discussions or
other non-public information relating thereto. Tenant shall have the right to
lease the Available Space, so long as such space is still available for
occupancy, by giving written notice to Landlord of its desire to lease such
space. Tenant acknowledges that time is of the essence in connection with this
Section 2.5.1. If Tenant fails to timely or unequivocally notify Landlord of its
desire to lease the Available Space, Landlord shall be free to lease the
Available Space (or any portion thereof) without restriction, and Tenant,
following such failure and within seven (7) days of Landlord's request therefor,
shall execute and deliver to Landlord a certification, in recordable form,
confirming the Tenant's failure to exercise (or waiver of) such right, and
Tenant's failure to so execute and deliver such certification shall (without in
any way limiting any of Landlord's remedies on account thereof) entitle Landlord
to execute and deliver to any third party, and record, an affidavit confirming
the waiver, which affidavit shall be binding on Tenant and may be conclusively
relied on by third parties. If Tenant so elects to lease the Available Space,
the Available Space shall be leased upon the same terms and conditions contained
in this Lease, except the Fixed Rent for the Available Space shall be equal to
the Fair Market Rent therefor determined in accordance with Section 3.2.2 below
and the Letter of Credit Amount shall be increased proportionately to reflect
the inclusion of the Available Space, and the Available Space shall be and
become part of the Premises hereunder upon the delivery of the Available Space
to Tenant. It is understood and agreed that the Available Space shall be leased
by Tenant in its then "as is" condition, without warranty or representation by
Landlord, and that Landlord shall have no obligation to complete any work to
prepare the Available Space for Tenant's occupancy. To confirm the foregoing,
Landlord shall prepare an Amendment to Lease reflecting the foregoing terms,
which shall be signed by Tenant within ten (10) business days of submission. For
the purposes hereof, the Available Space shall be deemed "available for
occupancy" so long as such space or any portion thereof is not the subject of
any lease or occupancy agreement or letter of intent or proposal, or any such
document has expired or is due to expire within six (6) months, or Landlord has
elected not to renew the lease of the present tenant, and any prior options,
rights or rights to lease with respect to the Available Space have expired or
been waived and/or Landlord is otherwise free to lease such space to third
parties without restriction. In no event, however, shall any actions or
omissions made in good faith by Landlord or any of its agents or representatives
in connection with providing any information on the Available Space give rise to
any right to terminate this Lease or claim of any breach of Landlord hereunder
or any claim for damages at law or equity including injunctive relief.

2.5.2. Tenant understands that its rights under this Section 2.5 are and
shall be subject and subordinate to any options to lease or any rights of first
negotiation, first offer or first refusal to lease granted to other tenants of
the Building prior to the date of execution and delivery of this Lease.


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2.6. POTENTIAL EXPANSION AND MUTUAL NEW LEASE AND TERMINATION.

Tenant has advised Landlord that Tenant may have a space expansion requirement
during the Term of this Lease. Landlord has advised Tenant that provided (i)
this Lease is then in full force and effect, (ii) Tenant is not in default of
the terms and conditions of this Lease, and (iii) the original named Tenant
shall then occupy all or substantially all of the Premises, Landlord shall use
good faith efforts to reach a mutually satisfactory agreement to accommodate
such requirement within the Building or Office Park, part of which resolution
shall include a termination of this Lease in the event any such expansion
resolution involves substantially larger, contiguous new space elsewhere in the
Building or the Office Park. Notwithstanding the foregoing, however, Tenant
hereby acknowledges and agrees that the foregoing does not, and shall not be
deemed to, create any option, right or other enforceable obligation regarding
any expansion or space within the Building or Office Park (or otherwise), or
give rise to any right to terminate this Lease or any claim of breach of
Landlord hereunder or any claim for damages at law or equity, including
injunctive relief.

3. RENT

3.1. FIXED RENT.

3.1.1. Tenant agrees to pay to Landlord, without offset or deduction and
without previous demand therefor, except as expressly provided herein, annual
Fixed Rent during each Lease Year (as defined below) of the Term. The annual
Fixed Rent during the original Term shall be as provided in Section 1.2 above.

3.1.2. All such annual Fixed Rent shall be payable in equal monthly
installments, in advance, on the first day of each and every calendar month
during the Term, commencing on the Commencement Date, to Landlord, or as
directed by Landlord, at the Present Mailing Address of Landlord (as set forth
in Section 1.2) or at the address from time to time designated by Landlord.

3.1.3. Fixed Rent for any partial month shall be paid by Tenant on a pro
rata basis, and if the Commencement Date, except as otherwise expressly provided
in Section 1.2 above, occurs on a day other than the first day of a calendar
month, the first payment which Tenant shall make shall be a payment equal to a
proportionate part of such monthly Fixed Rent for the partial month from such
date to the first day of the succeeding calendar month, and the monthly Fixed
Rent for such succeeding calendar month.

3.1.4. For the purposes of this Lease, "Lease Year" shall mean each
successive 12-month period included in whole or in part in the Term of this
Lease; the first Lease Year beginning on the Commencement Date and ending at
midnight on the day before the first anniversary of the Commencement Date
(provided that if the Commencement Date is not the first day of a calendar
month, the first Lease Year shall end at midnight on the last day of the
calendar month which includes the first anniversary of the Commencement Date).
If the first Lease Year of the Term shall be greater than one full calendar
year, the annual Fixed Rent for such Lease Year shall be increased
proportionately to the greater length of such Lease Year.

3.1.5. Notwithstanding the fact that the amounts of Fixed Rent set forth in
this Lease were or may have been determined with reference to the floor area of
the Premises, said amounts as set forth above are stipulated to be the amounts
of Fixed Rent due hereunder, whether or not the actual floor area of the
Premises are in fact more or less than the floor area figures used to determine
said Fixed Rent.


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3.2. FIXED RENT FOR AVAILABLE SPACE AND DURING EXTENSION TERM.

3.2.1. For the Available Space leased by Tenant in accordance with Section
2.5 and/or during the Extension Term of this Lease (if Tenant exercises its
option to extend the Term hereof in accordance with Section 2.4), the annual
Fixed Rent to be paid by Tenant for the Available Space and during each Lease
Year of the Extension Term shall be determined as of the first day of the
inclusion of the Available Space into the Premises and Extension Term,
respectively, and shall equal the Fair Market Rental Value.

3.2.2. The "Fair Market Rental Value" shall mean the market rate for the
rental of the Available Space and the Premises for the Extension Term, as the
case may be, including all relevant factors, but in no event less than the Fixed
Rent payable during the last Lease Year of the original Term as to Extension
Term Fixed Rent, or less than the Fixed Rent then being charged under this Lease
as to Available Space. The Fair Market Rental Value shall be determined as
follows:

(a) After the exercise by Tenant of its option to extend the Term,
Landlord shall advise Tenant in writing of Landlord's determination of
the Fair Market Rental Value within twenty (20) business days of
Landlord's receipt of Tenant's exercise notice (but in no event shall
Landlord be required to provide such determination prior to nine (9)
months prior to the expiration of the original Term). Tenant shall be
deemed to have accepted the rental amount contained in Landlord's said
notice, and such rental rate shall be conclusively deemed to be the
Fair Market Rental Value, unless Tenant notifies Landlord in writing,
within 10 business days after Landlord's notice (but in no event shall
Tenant's notice be sent less than eight (8) months prior to the
expiration of the original Term), that Tenant disputes the
aforementioned determination by Landlord and Tenant affirmatively
elects to either (i) rescind its exercise of the extension option, in
which event Tenant's extension option shall be of no further force or
effect, or (ii) that Tenant disputes the aforementioned determination
by Landlord, in which event the parties shall proceed to the Fair
Market Rental Value determination as set forth in Subsection (c)
below.

(b) After the exercise by Tenant of its election to lease the Available
Space, Landlord shall advise Tenant in writing of Landlord's
determination of the Fair Market Rental Value within 30 days of
Landlord's receipt of Tenant's notice exercising its right to such
Available Space. Tenant shall be deemed to have accepted the rental
amount contained in Landlord's said notice, and such rental rate shall
be conclusively deemed to be the Fair Market Rental Value, unless
Tenant notifies Landlord in writing, within 10 business days after
Landlord's notice, that Tenant disputes the aforementioned
determination by Landlord, in which event the parties shall proceed to
the Fair Market Rental Value determination as set forth in Subsection
(c) below.

(c) In the event that Tenant so disputes the determination of the Fair
Market Rental Value by Landlord, and the Landlord and Tenant are
unable to agree on the Fair Market Rental Value within 30 days, the
same shall be determined as follows: Landlord and Tenant each shall,
within thirty (30) days thereafter, appoint an independent appraiser
who shall be instructed to determine independently the Fair Market
Rental Value. If the difference between the amounts so determined by
such appraisers does not exceed ten percent (10%) of the lesser of
such amounts, then the Fair Market Rental Value shall be an amount
equal to fifty percent (50%) of the total of the amounts so
determined. If the difference between the amounts so determined shall
exceed ten percent (10%) of the lesser of such amounts, then such two
(2) appraisers shall have ten (10) days thereafter to appoint a third
appraiser, but if such appraisers fail to do so within such ten (10)
day


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period, then either Landlord or Tenant may request the Greater Boston
Real Estate Board or any successor organization thereto to appoint an
appraiser within ten (10) days of such request, and both Landlord and
Tenant shall be bound by any appointment so made within such ten (10)
day period. If no such appraiser shall have been appointed within such
ten (10) days either Landlord or Tenant may apply to any court having
jurisdiction to have such appointment made by such court. Any
appraiser appointed by the original appraisers, by the Greater Boston
Real Estate Board or by such court shall be instructed to determine
the Fair Market Rental Value in accordance with the definition of such
term contained herein and within twenty (20) days after its
appointment. If the third appraisal shall exceed the higher of the
first two appraisals, the Fair Market Rental Value shall be the higher
of the first two appraisals; if the third appraisal is less than the
lower of the first two appraisals, the Fair Market Rental Value shall
be the lower of the first two appraisals. In all other cases, the Fair
Market Rental Value shall be equal to the third appraisal.
Notwithstanding the foregoing, if either party shall fail to appoint
its appraiser within the 30 day period specified above (such party
being referred to herein as the "failing party"), the other party may
serve notice on the failing party requiring the failing party to
appoint its appraiser within ten (10) days of the giving of such
notice. If the failing party shall not respond by appointment of its
appraiser within said ten day period, then the appraiser appointed by
the other party shall be the sole appraiser whose determination of the
Fair Market Rental Value shall be binding and conclusive upon Tenant
and Landlord. Each party shall pay for the fees and expenses of the
appraiser appointed by it, but the fees and expenses of the third
appraiser shall be shared equally by the parties. All appraisers
appointed hereunder shall be MAI appraisers, so-called, knowledgeable
in the field of commercial real estate and experienced in the Boston
Metro-West market. The foregoing determination shall be conclusive,
final and binding on the parties and enforceable in any court having
jurisdiction over the parties.

(d) If the parties are unable to agree on the Fair Market Rental Value (or
the arbitration procedure set forth above has not concluded) prior to
the first day of the Extension Term or the date the Available Space is
incorporated into the Premises, Tenant shall make monthly payments on
account of Fixed Rent (in addition to all additional rent and other
payments hereunder) in the amount of Landlord's initial designation of
the Fair Market Rental Value, until the Fair Market Rental Value has
been finally established as herein provided, at which time an
appropriate retroactive Fixed Rent adjustment payment or refund shall
be made, if necessary.

3.2.3. During the Extension Term, Tenant shall continue to pay all
additional rent and other payments as provided in this Lease.

3.3. LATE PAYMENT.

If any Fixed Rent, additional rent or any other payments due hereunder from
Tenant are not paid within 10 days of the due date thereof, Tenant shall be
charged a late fee of $250.00 for each late payment for each month or portion
thereof that said payment remains outstanding. Said late fee shall be payable in
addition to and not in exclusion of any other remedies of Landlord on account of
such late payments, including without limitation the obligation to pay interest
on late payments, as provided in Section 12.3.


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4. USE OF PREMISES; ALTERATIONS

4.1. PERMITTED USE.

4.1.1. Tenant agrees that the Premises shall be used and occupied by Tenant
only for the Permitted Use, as provided in Section 1.2 of this Lease, and for no
other purpose or purposes.

4.1.2. Tenant further covenants and agrees to conform to the following
provisions during the entire Lease Term:

(a) Tenant shall cause all freight (including furniture, fixtures and
equipment used by Tenant in the occupancy of the Premises) to be
delivered to or removed from the Building and the Premises in
accordance with reasonable rules and regulations established by
Landlord therefor and Landlord may require that such deliveries or
removals be undertaken during periods other than Normal Building
Operating Hours.

(b) Tenant shall not place on the exterior of exterior walls (including
both interior and exterior surfaces of windows and doors) or on any
part of the Building outside the Premises, any sign, symbol,
advertisement or the like visible to public view outside of the
Premises except as provided in the next paragraph.

Notwithstanding the foregoing, Tenant may, at Tenant's sole expense,
locate a sign at the entrance door to the Premises of the type
commonly and customarily found in first-class office buildings for the
purpose of identifying and locating the Premises, which sign and
location shall be subject to the prior approval of Landlord, which
approval shall not be unreasonably withheld, conditioned or delayed.
Where Landlord establishes reasonable standards for such signs, Tenant
agrees to conform to the same and to submit for Landlord's prior
approval, such approval not unreasonably to be withheld, conditioned
or delayed, a plan or sketch of the sign to be placed on or about such
entry door and location thereof. Without limitation, lettering on
windows and window displays are expressly prohibited.. Landlord shall
also provide Tenant, and any permitted successor or assign, with a
listing on the Building's main tenant directory.

(c) Tenant shall not perform any act or any practice which may injure the
Premises, or any other part of the Building or the Property, or cause
any offensive odors or loud noise, or constitute a nuisance or a
menace to any other tenant or tenants or other persons in the
Building, or be detrimental to the reputation or appearance of the
Building, and Tenant shall permit no waste with respect to the
Premises or the Property.

(d) Tenant shall conduct Tenant's business in the Premises in such a
manner that Tenant's invitees shall not collect, line up or linger in
the lobby or corridors of the Building, but shall be entirely
accommodated within the Premises.

(e) Tenant shall comply and shall cause all employees to comply with all
rules and regulations from time to time established by Landlord by
suitable notice, including without limitation the current rules and
regulations, a copy of which are attached hereto as Exhibit B.
Landlord shall not, however, be responsible for the noncompliance of
any such rules and regulations by any other tenant or occupant.

(f) Tenant shall, at Tenant's sole expense, promptly comply with all
applicable laws, ordinances, rules, regulations, orders, certificates
of occupancy, conditional use or other


8

<PAGE>

permits, variances, covenants and restrictions of record, the
reasonable recommendations of Landlord's engineers or other
consultants, and requirements of any fire insurance underwriters,
rating bureaus or government agencies, now in effect or which may
hereafter come into effect during the Lease Term relating in any
manner to the Premises or the particular occupation or particular use
(as opposed to office use generally, the cost for which shall be part
of Operating Expenses to the extent set forth in Section 8.2) by
Tenant (or any of its employees, visitors or invitees) of the Premises
("Laws and Restrictions").

4.2. ALTERATIONS.

Tenant shall not make any alterations, improvements, additions, utility
installations or repairs (hereinafter collectively referred to as "Alterations")
to the Premises, except in accordance with this Section 4.2 and with the prior
written consent of Landlord, which Landlord agrees not unreasonably to withhold,
condition or delay as to nonstructural Alterations (nonstructural Alterations
being those that do not materially, adversely affect the Building's structure,
roof, exterior or mechanical, electrical, plumbing, life safety or other
Building systems or architectural design, character or use of the Building or
Premises). Without limiting any of the terms hereof, Landlord will not approve
any Alterations requiring unusual expense to readapt the Premises to normal
office use on lease termination or increasing the cost of construction,
insurance or taxes on the Building or of Landlord's services to the Premises,
unless Tenant first gives assurances or security acceptable to Landlord that
such re-adaptation will be made prior to such termination without expense to
Landlord and makes provisions acceptable to Landlord for payment of such
increased cost. All Alterations made by Tenant shall be made in accordance with
plans and specifications which have been approved in writing by the Landlord, in
Landlord's reasonable discretion, pursuant to a duly issued permit, and in
accordance with all Laws and Restrictions, the provisions of this Lease and in a
good and first-class workmanlike manner using new materials of same or better
quality as base building standard materials, free of all liens and encumbrances.
All Alterations shall be performed by a contractor or contractors selected by
Tenant and approved in writing by Landlord, in Landlord's reasonable discretion.
Except for any non-structural Alteration costing less than $10,000.00 (per such
Alteration), Tenant shall pay to Landlord a fee equal to the lesser of (i) five
percent (5%) of the cost of any such Alterations, or (ii) Landlord's actual
costs incurred, to compensate Landlord for the overhead and other costs it
incurs in reviewing the plans therefor and in monitoring the construction of the
Alterations; in the event any non-structural Alteration costing less than
$10,000.00 requires Landlord's specific review or monitoring, Tenant shall pay
the reasonable third party cost therefor incurred by Landlord. If, as a result
of any Alterations made by Tenant, Landlord is obligated to comply with the
Americans With Disabilities Act or any other Laws or Restrictions and such
compliance requires Landlord to make any improvement or Alteration to any
portion of the Building, as a condition to Landlord's consent, Landlord shall
have the right to require Tenant to pay to Landlord prior to the construction of
any Alteration by Tenant, the entire cost of any improvement or alteration
Landlord is obligated to complete by such law or regulation. Tenant agrees to
obtain or cause its contractor(s) to obtain, prior to the commencement of any
work or Alterations, "builder's all risk" insurance in an amount and with such
commercially reasonable coverages approved by Landlord and worker's compensation
insurance in the statutorily required amount(s) and evidence of all such
insurance shall be furnished to Landlord prior to the performance by such
contractor(s) or person(s) of any work in respect of the Premises. Landlord
shall have the right to stop any work not being performed in conformance with
this Lease, and, at its option, but only after notice to Tenant and Tenant fails
to promptly remedy such non-conformance, may repair or remove non-conforming
work at the expense of Tenant. Tenant hereby indemnifies and holds Landlord
harmless from and against any liens, encumbrances and violations of Laws and
Restrictions. The filing of any lien or encumbrance, or the violation of Laws or
Restrictions, shall constitute a default hereunder. The repair and indemnity
obligations of Tenant hereunder, including Tenant's obligations to repay
Landlord the cost


9

<PAGE>

of repairing or removing Alterations, shall survive the termination of this
Lease. All Alterations performed by Tenant in the Premises shall remain therein
(unless, at the time of Landlord's consent therefore, Landlord directs Tenant to
remove the same on termination or expiration of this Lease) and, at termination
or expiration, shall be surrendered as a part thereof, except for Tenant's usual
trade fixtures, furniture and equipment installed prior to or during the Lease
term at Tenant's cost, which trade fixtures, furniture and equipment Tenant
shall remove in their entirety prior to the termination or expiration of this
Lease. Tenant agrees to repair any and all damage to the Premises resulting from
such removal (including removal of Tenant's Alterations directed by Landlord)
or, if Tenant fails to do so and Landlord so elects, to pay Landlord for the
cost of any such repairs forthwith after billing therefor.

5. ASSIGNMENT AND SUBLETTING

5.1. GENERALLY.

5.1.1. Notwithstanding any other provisions of this Lease, Tenant covenants
and agrees that it will not assign this Lease or sublet (which term, without
limitation, shall include the granting of any concessions, licenses, occupancy
rights, management arrangements and the like) the whole or any part of the
Premises without, in each instance, having first received the express, written
consent of Landlord, which consent shall not be unreasonably withheld,
conditioned or delayed. A change in Tenant's name shall not constitute an
assignment or sublease hereunder, provided Tenant notifies Landlord in writing
of such name change prior to making such change. Tenant shall not collaterally
assign this Lease (or any portion thereof) or permit any assignment of this
Lease by mortgage, other encumbrance or operation of law.

5.1.2. Without limitation, it shall not be unreasonable for Landlord to
withhold such approval from any assignment or subletting where, in Landlord's
opinion: (i) the proposed assignee or sublessee does not have a financial
standing and credit rating equal to Tenant at the time of this Lease (or at the
time of the proposed assignment or subletting, if greater); (ii) the proposed
assignee or sublessee, in Landlord's reasonable discretion, does not have a good
reputation in the community; (iii) the business in which the proposed assignee
or sublessee is engaged could, in Landlord's reasonable discretion, detract
from, the Building, its value or the costs of ownership thereof; (iv)
Intentionally Deleted; (v) the proposed sublessee or assignee is a current
tenant or a prospective tenant (meaning such tenant has been shown space in the
last six (6) months or has been presented with or has made an offer to lease
space) of the Building or of the Office Park; (vi) the use of the Premises by
any sublessee or assignee (even though a Permitted Use) violates any use
restriction granted by Landlord in any other lease or would otherwise cause
Landlord to be in violation of its obligations under another lease or agreement
to which Landlord is a party; (vii) if such assignment or subleasing is not
approved of by the holder of any mortgage on the Property (if such approval is
required); (viii) a proposed assignee's or subtenant's business will impose a
burden on the Property's parking facilities, elevators, common areas,
facilities, or utilities that is greater than the burden permitted under this
Lease, in Landlord's reasonable judgment; (ix) any guarantor of this Lease
refuses to consent to the proposed transfer or to execute a written agreement
reaffirming the guaranty; (x) Tenant is in default (beyond applicable notice or
cure periods) of any of its obligations under the Lease at the time of the
request or at the time of the proposed assignment or sublease; (xi) if requested
by Landlord, the assignee or subtenant refuses to sign a commercially reasonable
non- disturbance and attornment agreement in favor of Landlord's lender; (xii)
Landlord has sued or been sued by the proposed assignee or subtenant or has
otherwise been involved in a legal dispute with the proposed assignee or
subtenant; (xiii) the assignee or subtenant is involved in a business which is
not in keeping with the then current standards of the Property; (xiv) the
assignment or sublease will result in there being more than two (2) subtenants
of the Premises (e.g., the assignee or subtenant intends to use the Premises as
an executive suite); or (xv) the assignee or subtenant is a governmental or
quasi-governmental entity or


10

<PAGE>

an agency, department or instrumentality of a governmental or quasi-governmental
agency. In no event, however, shall Tenant assign this Lease or sublet the whole
or any part of the Premises to a proposed assignee or sublessee which has been
judicially declared bankrupt or insolvent according to law, or with respect to
which an assignment has been made of property for the benefit of creditors, or
with respect to which a receiver, guardian, conservator, trustee in involuntary
bankruptcy or similar officer has been appointed to take charge of all or any
substantial part of the proposed assignee's or sublessee's property by a court
of competent jurisdiction, or with respect to which a petition has been filed
for reorganization under any provisions of the Bankruptcy Code now or hereafter
enacted, or if a proposed assignee or sublessee has filed a petition for such
reorganization, or for arrangements under any provisions of the Bankruptcy Code
now or hereafter enacted and providing a plan for a debtor to settle, satisfy or
extend the time for the payment of debts.

5.1.3. Any request by Tenant for such consent shall set forth or be
accompanied by, in detail reasonably satisfactory to Landlord, the
identification of the proposed assignee or sublessee, its financial condition
and the terms on which the proposed assignment or subletting is to be made,
including, without limitation, a final copy of all assignment and sublease
documents (with copies of such fully executed copies to follow promptly and
Landlord's consent, if granted, shall be expressly conditioned upon receipt
thereof), and clearly stating the rent or any other consideration to be paid in
respect thereto; and such request shall be treated as Tenant's warranty in
respect of the information submitted therewith. Tenant's request shall not be
deemed complete or submitted until all of the foregoing information has been
received by Landlord. Landlord shall respond to such request for consent within
15 business days following Landlord's receipt of all information, documentation
and security required by Landlord with respect to such proposed sublease or
assignment.

5.1.4. The foregoing restrictions shall be binding on any assignee or
sublessee to which Landlord has consented, provided, notwithstanding anything
else contained in this Lease, Landlord's consent to any further assignment,
subleasing or any sub-subleasing by any approved assignee or sublessee may be
withheld by Landlord at Landlord's sole and absolute discretion.

5.1.5. Consent by Landlord to any assignment or subleasing shall not
include consent to the assignment or transferring of any lease renewal,
extension or other option, first offer, first refusal or other rights granted
hereunder, or any special privileges or extra services granted to tenant by
separate agreement (written or oral), or by addendum or amendment of the Lease.

5.1.6. In the case of any assignment of this Lease or subletting of the
Premises, the Tenant named herein shall be and remain fully and primarily liable
for the obligations of Tenant hereunder, notwithstanding such assignment or
subletting, including, without limitation, the obligation to pay the Fixed Rent
and other amounts provided under this Lease, and the Tenant shall be deemed to
have waived all suretyship defenses.

5.1.7. In addition to the foregoing, it shall be a condition of the
validity of any such assignment or subletting that the assignee or sublessee
agrees directly with Landlord, in form satisfactory to Landlord, to be bound by:
(i) with respect to an assignment, all the obligations of Tenant hereunder,
including, without limitation, the obligation to pay Fixed Rent and other
amounts provided for under this Lease, and (ii) with respect to a sublease,
those obligations under the Lease applicable to the subleased premises and/or
incorporated in the sublease; and (iii) with respect to both an assignment and
sublease, the covenant regarding use and the covenant against further assignment
and subletting.


11
<PAGE>

5.2. REIMBURSEMENT, RECAPTURE AND EXCESS RENT.

5.2.1. Tenant shall, upon demand, reimburse Landlord for the reasonable
fees and expenses (including legal and administrative fees and costs) incurred
by Landlord in processing any request to assign this Lease or to sublet all or
any portion of the Premises, whether or not Landlord agrees thereto, and if
Tenant shall fail promptly so to reimburse Landlord, the same shall be a default
in Tenant's monetary obligations under this Lease subject to the applicable
grace and cure period set forth in Section 12.l(b).

5.2.2. It Tenant requests Landlord's consent to assign this Lease or sublet
all or a portion of the Premises, Landlord shall have the option, exercisable by
written notice to Tenant given within 15 days after Landlord's receipt of
Tenant's completed request, to terminate this Lease as of the date of the
proposed sublease or assignment. In the event of termination in respect of a
portion of the Premises, the portion so eliminated shall be delivered to
Landlord on the date specified in good order and condition in the manner
provided in Section 4.2 at the end of the Term and thereafter, to the extent
necessary in Landlord's judgment, Landlord, at its own cost and expense, may
have access to and may make modification to the Premises (or portion thereof) so
as to make such portion a self-contained rental unit with access to common
areas, elevators and the like. Fixed Rent and the Rentable Floor Area of the
Premises shall be adjusted according to the extent of the Premises for which the
Lease is terminated.

5.2.3. Without limitation of the rights of Landlord hereunder in respect
thereto, if there is any assignment of this Lease by Tenant for consideration or
a subletting of the whole of the Premises by Tenant at a rent which exceeds the
rent payable hereunder by Tenant, or if there is a subletting of a portion of
the Premises by Tenant at a rent in excess of the subleased portion's pro rata
share of the rent payable hereunder by Tenant then Tenant shall pay to Landlord,
as additional rent, forthwith upon Tenant's receipt of, in the case of an
assignment, fifty percent (50%) of all the consideration (or the cash equivalent
thereof) therefor and in the case of a subletting, fifty percent (50%) of all
any such excess rent For the purposes of this subsection the term "rent" or
"consideration" shall mean all Fixed Rent, additional rent or other payments
and/or consideration payable by one party to another for the use and occupancy
of all or a portion of the Premises including, without limitation, key money, or
bonus money paid by the assignee or subtenant to Tenant in connection with such
transaction and any payment in excess of fair market value for services rendered
by Tenant to the assignee or subtenant or for assets, fixtures, inventory,
equipment or furniture transferred by Tenant to the assignee or subtenant in
connection with any such transaction, but shall exclude any separate payments by
Tenant for reasonable attorney's fees, the reasonable cost of any reasonable
Alterations made by Tenant to the Premises (amortized over the Lease Term), and
broker's commissions in connection with such assignment or subletting.

5.2.4. If the Premises or any part thereof are sublet by Tenant, following
the occurrence of a default which has continued beyond the applicable cure
period Landlord, in addition to any other remedies provided hereunder or at law
may at its option collect directly from such sublessee(s) all rents becoming due
to the Tenant under such sublease(s) and apply such rent against any amounts due
Landlord by Tenant under this Lease, and Tenant hereby irrevocably authorizes
and directs such sublessee(s) to so make all such rent payments, if so directed
by Landlord and it is understood that no such election or collection or payment
shall be construed to constitute a novation of this Lease or a release of Tenant
hereunder, or to create any lease or occupancy agreement between the Landlord
and such subtenant or impose any obligations on Landlord or otherwise constitute
the recognition of such sublease by Landlord for any purpose whatsoever.


12

<PAGE>

5.2.5. The following terms and conditions shall apply to any subletting by
Tenant of all or any part of the Premises and shall be deemed included in all
subleases under this Lease whether or not expressly incorporated therein:

Tenant hereby absolutely and unconditionally assigns and transfers to
Landlord all of Tenant's interest in all rentals and income arising from any
sublease entered into by Tenant, and Landlord may collect such rent and income
and apply same toward Tenant's obligations under this Lease; provided, however,
that until a default beyond applicable notice and cure periods occurs in the
performance of Tenant's obligations under this Lease, Tenant may receive,
collect and enjoy the rents accruing under such sublease. Landlord shall not, by
reason of this or any other assignment of such rents to Landlord nor by reason
of the collection of the rents from a subtenant, be deemed to have assumed or
recognized any sublease or to be liable to the subtenant for any failure of
Tenant to perform and comply with any of Tenant's obligations to such subtenant
under such sublease, including, but not limited to, Tenant's obligation to
return any security deposit. Tenant hereby irrevocably authorizes and directs
any such subtenant, upon receipt of a written notice from Landlord stating that
a default beyond applicable notice and cure periods exists in the performance of
Tenant's obligations under this Lease, to pay to Landlord the rents due as they
become due under the sublease. Tenant agrees that such subtenant shall have the
right to rely upon any such statement and request from Landlord, and that such
subtenant shall pay such rents to Landlord without any obligation or right to
inquire as to whether such default exists and notwithstanding any notice from or
claim from Tenant to the contrary. In the event Landlord terminates this Lease
by reason of a default of Tenant, Landlord at its option and without any
obligation to do so, may require any subtenant to attorn to Landlord, in which
event Landlord shall undertake the obligations of Tenant under such sublease
from the time of the exercise of said option to the termination of such
sublease; provided, however, Landlord shall not be liable for any prepaid rents
or security deposit paid by such subtenant to Tenant, unless Landlord actually
receives such security deposit, or for any other prior defaults of Tenant under
such sublease.

5.3. CERTAIN TRANSFERS.

5.3.1. If at any time Tenant's interest in this Lease is held by a
corporation, trust, partnership, limited liability company or other entity, the
transfer of a controlling interest in the voting stock, beneficial interests,
partnership interests, membership interests or other ownership interests therein
(whether at one time or in the aggregate) shall be deemed an assignment of this
Lease, and shall require Landlord's prior written consent. The foregoing
provisions shall not be applicable so long as the Tenant is a corporation, the
outstanding voting stock of which is listed on a recognized security exchange,
or if at least 80% of its voting stock is owned by another corporation, the
voting stock of which is so listed. For the purposes hereof, a "controlling
interest" shall mean any transfer that results in the change (whether at one
time or in the aggregate) in the effective control over the management of such
entity.

5.3.2. To enable Landlord to determine the ownership of Tenant, Tenant
agrees to furnish to Landlord, from time to time promptly after Landlord's
reasonable request therefor, (i) if the second to last sentence of subsection
5.3.1 if applicable, proof of listing on a recognized security exchange, or (ii)
if the last sentence of subsection 5.3.1 is not applicable, an accurate and
complete listing of the holders of its stock, beneficial interests, partnership
interests, membership interests or other ownership interests therein as of such
request and as of the date of this Lease. Landlord shall use reasonable efforts
to keep confidential any information received by Landlord pursuant to this
Section 5.3, provided, however, that Landlord shall have the right to disclose
any such information to existing or prospective mortgagees, or prospective
purchasers of the Building.


13

<PAGE>

5.3.3. Notwithstanding any other provision of this Section, (a)
transactions with an entity (i) into or with which Tenant is merged or
consolidated, (ii) to which all or substantially all of Tenant's assets are
transferred as a going concern, (iii) which controls or is controlled by Tenant
or is under common control with Tenant, or (b) any transfer of stock, equity or
other indicia of ownership of or interest in Tenant resulting from (i) an
initial or subsequent offering, sale transfer or conveyance of such stock,
equity or ownership interest on any recognized securities market, or (ii) the
transfer, exchange, acquisition or conveyance of any stock, equity or other
ownership interest by, to, from any entity providing financing or capitalization
to Tenant, shall not be deemed to be an assignment or subletting within the
meaning of this Section, provided that in any of such events (1) Landlord
receives prior written notice of any such transactions, (2) except in any
instance where Tenant is the surviving entity following any such transaction
described in (a) above, the assignee or subtenant agrees directly with Landlord,
by written instrument in form reasonably satisfactory to Landlord, to be bound
by all the obligations of Tenant hereunder including, without limitation, the
covenant against further assignment and subletting, (3) in no event shall Tenant
be released from its obligations under this Lease, (4) any such transfer or
transaction is for a legitimate, regular business purpose of Tenant other than a
transfer of Tenant's interest in this Lease, and (5) the involvement by Tenant
or its assets in any transaction, or series of transactions (by way of merger,
sale, acquisition, financing, refinancing, transfer, leveraged buy-out or
otherwise) whether or not a formal assignment or hypothecation of this Lease or
Tenant's assets occurs, will not result in a reduction of the "Net Worth" of
Tenant as hereinafter defined as it exists immediately prior to said transaction
or transactions constituting such reduction. "Net Worth" of Tenant for purposes
of this section shall be the net worth of Tenant (excluding any guarantors)
established under generally accepted accounting principles consistently applied.

6. CONDITION OF PREMISES AND RESPONSIBILITY FOR REPAIRS

6.1. CONDITION OF PREMISES.

6.1.1. Subject to Landlord substantially completing Landlord's Work (as
defined below) as set forth herein, Tenant accepts the Premises and the Building
in their present "as is" condition, without representation or warranty, express
or implied, in fact or in law, by Landlord and without recourse to Landlord as
to the nature, condition or usability thereof; and Tenant agrees that except as
expressly set forth in this Section 6.1., Landlord has no work to perform in or
on the Premises to prepare the Premises for Tenant's use and occupancy, and that
any and all work to be done in or on the Premises will be performed by Tenant at
Tenant's sole cost and expense in accordance with the terms of this Lease. It
being understood that Landlord shall deliver the Premises with all electrical,
mechanical, plumbing, HVAC and other systems serving the Premises in good
working order, subject to punchlist items and minor repairs relating thereto
that do not materially interfere with Tenant's use of the Premises and subject
to the terms and conditions of this Lease. Prior to the Commencement Date,
Landlord shall substantially complete the work shown on Exhibit D attached
hereto ("Landlord's Work"). Provided that Tenant does not interfere with or
delay the completion by Landlord or its agents or contractors of Landlord's
Work, Tenant shall have the right to enter the Premises up to fourteen (14) days
prior to the anticipated Commencement Date for the purpose of installing
furniture, trade fixtures, equipment, and similar items. Tenant shall be liable
for any damages or delays caused by Tenant's activities at the Premises.
Provided that Tenant has not begun operating its business from the Premises, and
subject to all of the terms and conditions of the Lease, the foregoing activity
shall not constitute the delivery of possession of the Premises to Tenant and
the Lease term shall not commence as a result of said activities. Prior to
entering the Premises Tenant shall obtain all insurance it is required to obtain
by the Lease and shall provide certificates of said insurance to Landlord.
Tenant shall coordinate such entry with Landlord's building manager, and such
entry shall be made in compliance with all terms and conditions of this Lease
and the Rules and Regulations attached hereto.


14

<PAGE>

6.2. INTENTIONALLY OMITTED.

6.3. REPAIRS TO BE MADE BY LANDLORD.

6.3.1. Except as otherwise provided in this Lease, Landlord agrees to keep
in good order, condition and repair, the roof, exterior walls, structural
components and common building systems of the Building insofar as they affect or
serve the Premises and the appurtenant common areas of the Building, and to
maintain, repair and replace, in a good working order and condition, the HVAC
(except the supplemental HVAC system and equipment serving Tenant's computer
room as set forth below), plumbing electrical and other mechanical systems and
equipment serving the Premises, unless installed by or for Tenant or exclusively
serving and located within the Premises. Without limitation, Landlord shall in
no event be responsible to Tenant for the condition of glass in and about the
Premises or for the doors leading directly to the Premises, or for any
Alterations installed by or at Tenant's request, or for any condition in the
Premises or, subject to Section 13.22, caused by any act or neglect of Tenant or
any contractor, agent, employee or invitee of Tenant, or anyone claiming by,
through or under Tenant. Landlord also agrees to maintain the parking areas,
roadways and landscaping on the Property surrounding the Building in good order
and repair, including but not limited to providing adequate lighting and snow
removal therefrom. Landlord shall not be responsible to make any improvements or
repairs to the Building or the Premises other than as expressed in this Section
unless expressly otherwise provided in this Lease. All costs incurred by
Landlord in connection with the foregoing obligations shall be included as part
of Operating Expenses, subject to the terms of Section 8.2.

6.3.2. Landlord shall never be liable for any failure to make repairs
which, under the provisions of this Section or elsewhere in this Lease, Landlord
has undertaken to make unless: (a) Tenant, to the extent it has knowledge of any
such defective condition, has given notice to Landlord of the need to make such
repairs as a result of a condition in the Building or in the Premises requiring
any repair for which Landlord is responsible; and (b) Landlord has failed to
commence to make such repairs within a reasonable time after receipt of such
notice if any repairs are, in fact, necessary.

6.4. MAINTENANCE AND REPAIRS TO BE MADE BY TENANT.

6.4.1. Tenant covenants and agrees that Tenant will keep neat and clean and
maintain in good order, condition and repair, the Premises and every part
thereof (and any signs permitted hereunder), and specifically including, without
limitation, the supplemental HVAC system and equipment serving Tenant's computer
room, throughout the Lease Term, excepting only those repairs for which Landlord
is responsible under the terms of this Lease, damage by fire or other casualty
or as a consequence of the exercise of the power of eminent domain and
reasonable wear and tear and Tenant shall surrender the Premises at the end of
the Term in such condition. Without limitation, Tenant shall maintain and use
the Premises in accordance with all Laws and Restrictions and shall, at Tenant's
own expense obtain and maintain in effect all permits, licenses and the like
required by applicable law, all to the extent necessitated by Tenant's (or any
of its employee's, invitee's or customer's) particular use of the Premises, as
opposed to "office use" generally which will be the responsibility of Landlord
and the cost for which shall be included in Operating Expenses, subject to the
terms of Section 8.2. Tenant shall not permit or commit any waste, and Tenant
shall be responsible for the cost of repairs which may be made necessary by
reason of damage to any areas in the Building or Office Park, including the
Premises, by Tenant, Tenant's contractors or Tenant's agents, employees,
invitees, or anyone claiming by, through or under Tenant. Landlord may replace
as needed any bulbs and ballasts in the Premises during the Lease Term at
Tenant's cost and expense, or Landlord may require Tenant to replace the same,
at Tenant's cost and expense. Tenant shall pay Landlord, as additional rent, the
cost of Landlord (or its agents) either performing, or entering into a contract
for, regularly scheduled (monthly or quarterly as reasonably


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determined by Landlord) preventive maintenance/service for the supplemental HVAC
system and equipment serving Tenant's computer room; provided that during the
first Lease Year, Tenant shall not be required to pay for any repairs or
replacements relating to the supplemental HVAC system, except for such
preventative maintenance/service and/or incidental repairs and replacements
relating thereto (e.g., filters, hoses and other de minimis items).

6.4.2. If repairs are required to be made by Tenant pursuant to the terms
hereof, Landlord may demand that Tenant make the same forthwith, and if Tenant
fails, refuses or neglects to commence such repairs and complete the same with
reasonable dispatch after such demand, Landlord may (but shall not be obligated
to) make or cause such repairs to be made and shall not be responsible to Tenant
for any loss or damage that may accrue to Tenant's stock or business by reason
thereof. If Landlord makes or causes such repairs to be made, Tenant agrees that
Tenant will forthwith, on demand, pay to Landlord the reasonable cost thereof,
and if Tenant shall fail to so reimburse Landlord upon demand, Landlord shall
have the remedies provided for the nonpayment of rent or other charges payable
hereunder.

6.5. FLOOR LOAD - HEAVY MACHINERY; OCCUPANT DENSITY.

6.5.1. Tenant shall not place a load upon any floor in the Premises
exceeding the floor load per square foot of area which such floor was designed
to carry and which is allowed by law. Landlord reserves the right to prescribe
the weight and position of all business machines and mechanical equipment,
including safes, which shall be placed so as to distribute the weight. Business
machines and mechanical equipment shall be placed and maintained by Tenant at
Tenant's expense in settings sufficient, in Landlord's judgment, to absorb and
prevent vibration, noise and annoyance. Tenant shall not move any safe, heavy
machinery, heavy equipment, freight, bulky matter or fixtures into or out of the
Building without Landlord's prior consent, which shall not be unreasonably
withheld, conditioned or delayed.

6.5.2. If such safe, machinery, equipment, freight, bulky matter or
fixtures requires special handling, Tenant agrees to employ only persons holding
a Master Rigger's License to do said work, and that all work in connection
therewith shall comply with applicable laws and regulations. Any such moving
shall be at the sole risk and hazard of Tenant and Tenant will exonerate,
indemnify and save Landlord harmless against and from any liability, loss,
injury, claim or suit resulting directly or indirectly from such moving. Tenant
shall schedule such moving at such times as Landlord shall require for the
convenience of the normal operations of the Building.

6.5.3. Tenant shall maintain a ratio of not more than one Occupant (as
defined below) for each two hundred (200) square feet of rentable area in the
Premises. Landlord shall have the right to periodically visit the Premises
without advance notice to Tenant in order to track the number of Occupants
arriving at the Premises, provided, however, Landlord shall use commercially
reasonable effort so as not to materially interfere with Tenant's business
operations during any such visit. For purposes of this section, "Occupants"
include employees, visitors, and contractors, but shall use commercially
reasonable effort so as to not materially include people not employed by Tenant
that deliver or pick up mail or other packages at the Premises, employees of
Landlord or employees of Landlord's agents or contractors. Tenant acknowledges
that increased numbers of Occupants causes additional wear and tear on the
Premises and the Common Areas, additional use of electricity, water and other
utilities, and additional demand for other Building services.


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7. SERVICES; UTILITY CHARGES

7.1. LANDLORD'S SERVICES.

7.1.1. Landlord covenants during the Term:

(a) To furnish, through Landlord's employees or independent contractors,
electricity (for lights, convenience receptacles, and normal office
machines and equipment in the Premises, subject to Section 7.2 below,
and for the common areas and facilities), heat, air conditioning and
ventilation and nightly janitorial and general cleaning services to a
level customarily provided by operators of buildings such as the
Building; it is understood, however, that heat, air conditioning and
ventilation and certain other services shall only be furnished during
Normal Building Operating Hours; and

(b) To furnish, through Landlord's employees or independent contractors,
additional Building operation services upon reasonable advance request
of Tenant at rates from time to time established by Landlord to be
paid by Tenant provided the same may be reasonably and conveniently
provided by Landlord. Tenant hereby agrees to pay to Landlord the cost
of such additional services as additional rent upon demand by
Landlord.

7.1.2. Intentionally Omitted.

7.1.3. All costs incurred by Landlord in connection with foregoing services
shall be included as part of the Operating Expenses.

7.2. UTILITY SERVICES AND CHARGES.

7.2.1. The Tenant shall obtain directly from the supplier or utility
company any services (such as telephone service, or should it be separately
metered and provided as provided in Section 7.3 below, electrical service) not
provided to the Premises by Landlord, and Tenant shall pay all charges therefor
when due. If requested by Landlord, Tenant shall promptly provide Landlord with
evidence of such payment. If such utility company shall have a lien on the
Premises for nonpayment of such charges and Tenant shall fail at any time to
make payment of same, without limitation of Landlord's rights on account of such
failure, Tenant shall thereafter, if requested by Landlord, pay to Landlord,
when monthly Fixed Rent is next due and thereafter on Landlord's demand, an
amount reasonably estimated by Landlord to be sufficient to discharge any such
lien in the event of a further failure of Tenant to pay any such charges when
due. Landlord shall hold the amounts from time to time deposited under this
Section 7.2 as security for payment of such charges and may, without limitation
of remedies on account of Tenant's failure to make any subsequent payment of
such charges, use such amounts for such payments. Such amount or such portion
thereof as shall be unexpended at the expiration of this Lease shall, upon full
performance of all Tenant's obligations hereunder, be repaid to Tenant without
interest.

7.2.2. Tenant shall not introduce to the Premises fixtures or equipment
which (individually or in the aggregate) exceed those used by the average office
tenant or overload the capacity of the electrical, heating, ventilating and air
conditioning, mechanical, plumbing or other utility systems serving the
Premises; such capacities shall be deemed overloaded if such use by Tenant
exceeds, on a square foot basis, the capacity of such systems; and in no event
shall the electrical usage at the Premises exceed 4 watts per square foot. If
Tenant uses the Premises or installs fixtures or equipment in such a manner as
would so overload said systems, as reasonably determined by Landlord, Tenant
shall pay, as additional rent, within 10 days of billing therefor, the cost of
providing and installing any additional equipment,


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facilities or services that may be required as a result thereof, and for any
repairs or damage resulting therefrom. Landlord acknowledges that the current
use by Tenant of the Premises is permitted under this Section.

7.2.3. All costs incurred by Landlord in connection with utility services
provided to the Premises shall be included as part of the Operating Expenses,
subject to the terms of Section 8.2.

7.2.4. Landlord shall not be responsible for any interruption of
electricity, oil, water, sewer, telephone, data or other utility or Building
services supplied to the Premises. Furthermore, Landlord shall not be liable for
loss of property or for injury to, or interference with, Tenant's business,
including, without limitation, loss of profits, however occurring, through or in
connection with or incidental to an interruption of any such services or
utilities. Landlord may comply with voluntary controls or guidelines promulgated
by any governmental entity relating to the use or conservation of energy, water,
gas, light or electricity or the reduction of automobile or other emissions
without creating any liability of Landlord to Tenant under this Lease.

7.3. ELECTRICAL SERVICE AND ELECTRICAL CHARGE.

7.3.1. It is understood that the electrical service for the Premises (for
lights and convenience outlets) is currently separately metered from service
provided to other rentable spaces and common areas of the Building. Accordingly,
(i) Tenant shall make arrangements for such electrical service directly with the
utility supplier, and (ii) Landlord shall have no obligations to Tenant with
respect to electrical service to the Premises.

7.3.2. Nothing in Section 7.3.1 shall relieve Tenant from its obligation to
pay as part of Operating Expenses, Tenant's share of electrical charges relating
to the common areas as set forth in this Lease.

7.3.3. Intentionally Deleted.

8. ADDITIONAL RENT FOR TAXES AND OPERATING EXPENSES

8.1. TENANT'S PAYMENT OF ITS SHARE OF REAL ESTATE TAXES.

8.1.1. For the purposes of this Section, the following terms shall have the
following meaning:

"Tax Year" shall mean the twelve-month period in use in the Town of
Burlington for the purpose of imposing ad valorem taxes upon real property. In
the event that such Town changes the period of its tax year, "Tax Year" shall
mean a twelve-month period commencing on the first day of such new tax year, and
each twelve-month period commencing on the anniversary of such date during the
Term of this Lease.

"Taxes" shall mean all taxes and assessments of every kind and nature
imposed, assessed or levied by a governmental authority on the Property,
including without limitation all real estate taxes, betterments, assessments
(ordinary and extraordinary), water rents, sewer, and other charges. If taxes
upon rentals or otherwise pertaining to the Property (including without
limitation any tax on rentals or income or any value added tax, so called) shall
be substituted, in whole or in part, for the present ad valorem real estate
taxes, or shall be assessed in addition thereto, then the term "Taxes" shall
include such substituted taxes, to the extent to which the same shall be a
substitute for present ad valorem real estate taxes, together with any such
additional taxes. The term "Taxes" shall not include any inheritance or estate
taxes, or any taxes on income to the extent applicable to Landlord's net income.
Landlord


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acknowledges that the Building and improvements relating thereto are the only
taxable improvements located on the Lot.

8.1.2. In the event that the Taxes imposed with respect to the Property
shall be greater during any Tax Year (and in the event the Town shall first send
estimated tax bills, until a final bill is sent [at which time Tenant's share of
real estate taxes shall be recomputed], real estate taxes shall be such taxes as
shown on the estimated tax bill) than the Tax Base (as defined in Section 1.2),
Tenant shall pay to Landlord, as additional rent, the amount obtained by
multiplying the amount by which the Taxes exceed the Tax Base by a fraction, the
numerator of which is the Rentable Floor Area of the Premises and the
denominator of which is the Rentable Floor Area of the Building.

8.1.3. Landlord shall submit to Tenant a statement setting forth the amount
of such additional rent, and within 30 days after the delivery of such statement
(whether or not such statement shall be timely), Tenant shall pay to Landlord
the payment under subparagraph 8.1.2 above. So long as the Taxes, or any portion
thereof, shall be payable in installments, Landlord may submit such statements
to Tenant in similar installments. The failure by Landlord to send any statement
required by this subparagraph shall not be deemed to be a waiver of Landlord's
right to receive such additional rent.

8.1.4. If the first day of the Tax Year in such Town of Burlington should
be changed after the Commencement Date so as to change the twelve-month period
comprising the Tax Year, or if the Tax Year shall be a period of time other than
twelve months, in determining the additional rent to be paid by Tenant under
this Section with respect to the Taxes payable by Tenant for any such Tax Year,
including a partial Tax Year, the Tax Amount shall be pro-rated on a per day
basis.

8.1.5. Any betterment assessment, so-called "rent tax" or any other tax
levied or imposed by any governmental authority in addition to, in lieu of or as
a substitute for real estate taxes, shall nevertheless be deemed to be real
estate taxes for the purpose of this Section, provided, however, any such
amounts shall be payable by Tenant as if Landlord had elected to pay over the
longest period permitted by law.

8.1.6. Tenant's obligations to pay additional rent under this Section on
account of Taxes shall commence on the Commencement Date.

8.1.7. If Tenant is obligated to pay any additional rent as aforesaid with
respect to any Tax Year or fraction thereof during the Term then Tenant shall
pay, as additional rent, on the first day of each month of the next ensuing Tax
Year, estimated monthly tax escalation payments equal to 1/12 of the annualized
amount of additional rent payable hereunder for said previous Tax Year (or as
otherwise reasonably estimated by Landlord). Estimated monthly tax escalation
pa