LEASE AGREEMENT BETWEEN W9/TIB III REALTY, L.L.C., AS LANDLORD, AND AIRVANA, INC., AS TENANT DATED OCTOBER 4, 2004 19 ALPHA ROAD, CHELMSFORD, MASSACHUSETTS BASIC LEASE INFORMATION

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Exhibit 10.9

LEASE AGREEMENT BETWEEN

W9/TIB III REALTY, L.L.C.,

AS LANDLORD, AND

AIRVANA, INC.,

AS TENANT

DATED OCTOBER 4, 2004

19 ALPHA ROAD, CHELMSFORD, MASSACHUSETTS

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BASIC LEASE INFORMATION

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Lease Date: October 4, 2004

Landlord: W9/TIB III REALTY, L.L.C., a Delaware limited

liability company

Tenant: AIRVANA, INC., a Delaware corporation

Premises: The Land (as hereinafter defined) located at 19

Alpha Road, Chelmsford, Massachusetts together

with all improvements located thereon including

the building thereon containing approximately

63,220 rentable square feet (the "BUILDING", and

collectively, the "PREMISES"), as shown on the

site plan attached hereto as Exhibit A. The land

on which the Building is located (the "LAND") is

described on Exhibit B and includes certain

parking areas, roadways and driveways. The term

"PROJECT" shall collectively refer to the

Building, the Land and the driveways, parking

facilities, loading dock areas, roadways, any rail

tracks associated with the Building and similar

improvements and easements associated with the

foregoing or the operation thereof.

Term: Approximately eighty-four (84) months, commencing

on the Commencement Date and ending at 11:59 p.m.

local time on the last day of the 84th full

calendar month following the Commencement Date,

subject to adjustment and earlier termination as

provided in the Lease.

Commencement Date: The earlier of (a) the date on which Tenant

occupies any portion of the Premises and begins

conducting business therein, provided that the

term "conducting business" shall not include the

completion of the Work, or (b) subject to the

provisions of Section 28(g) below, two hundred

(200) days after the Lease Date. Subject to the

provisions of Section 28(g) below, Tenant shall

have access to the Premises upon full execution of

the Lease for performance of the Work and

installation of communications equipment and

furniture and other fit-up components, business

fixtures and equipment. During the period between

the date on which Tenant takes possession of the

Premises for such purposes and the Commencement

Date, Tenant shall be subject to all the

provisions of this Lease except payment of Basic

Rent and Additional Rent (defined below).

Basic Rent Basic Rent shall be the following amounts for the

following periods of time:

LEASE ANNUAL BASIC MONTHLY

MONTH RENT RATE BASIC RATE

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

1 - 36 $568,980.00 $47,415.00

37 - 60 $600,590.00 $50,049.17

61 - 84 $616,395.00 $51,366.25

As used herein, the term "LEASE MONTH" means each

calendar month during the Term (and if the

Commencement Date does not occur on the first day

of a calendar month, the period from the

Commencement Date to the first day of the next

calendar month shall be included in the first

Lease Month for purposes of determining the

duration of the Term and the monthly Basic Rent

rate applicable for such partial month).

Additional Rent: Tenant's Proportionate Share of Operating Costs,

Taxes and Insurance Costs.

Letter of Credit: $142,245.00

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Rent: Basic Rent, Additional Rent, and all other sums

that Tenant may owe to Landlord or otherwise be

required to pay under the Lease.

Permitted Use: Office, research and development laboratory and

light assembly.

Tenant's Proportionate 100%, which is the percentage obtained by dividing

Share: (a) the number of rentable square feet in the

Premises as stated above by (b) the 63,220

rentable square feet in the Building. Landlord and

Tenant stipulate that the number of rentable

square feet in the Premises and in the Building

set forth above is conclusive and shall be binding

upon them.

Initial Liability Insurance $3,000,000

Amount

Tenant's Address Prior to Commencement Date: Following Commencement Date:

Airvana, Inc. Airvana, Inc.

25 Industrial Avenue 19 Alpha Road

Chelmsford, MA 01824 Chelmsford, MA 01824

Attention: Chief Financial Officer Attention: Chief Financial Officer

Telephone: 978-250-3000 Telephone: ___-___-____

Telecopy: 978-250-3910 Telecopy: ___-___-____

With a copy to:

Wilmer Cutler Pickering

Hale and Dorr LLP

60 State Street

Boston, MA 02109

Attention: Paul Jakubowski, Esq.

Telephone: 617-526-6193

Telecopy: 617-526-5000

Landlord's Address: With a copy to:

W9/TIB III Realty, L.L.C. W9/TIB III Realty, L.L.C.

c/o Grubb & Ellis Management c/o Archon Group, L.P.

Services, Inc. 600 East Las Colinas Blvd., Suite 400

267 Boston Road, Suite 6 Irving, Texas 75039

Billerica, MA 01862 Attention: General Counsel -

Attention: Property Manager 19 Alpha Road,

Telephone: 978-439-8000 Chelmsford, MA

Telecopy: 978-439-8080 Telephone: 972-368-2200

Telecopy: 972-368-3199

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The foregoing Basic Lease Information is incorporated into and made a part of

the Lease identified above. If any conflict exists between any Basic Lease

Information and the Lease, then the Lease shall control.

LANDLORD: W9/TIB III REALTY, L.L.C.,

a Delaware limited liability company

By: /s/ David Paul

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

Name: David Paul

Title: VP

TENANT: AIRVANA, INC., a Delaware corporation

By: /s/ David P. Gamache

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

Name: David P. Gamche

Title: CFO

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TABLE OF CONTENTS

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1. Definitions and Basic Provisions............................... 1

2. Lease Grant.................................................... 1

3. Tender of Possession........................................... 1

4. Rent........................................................... 1

(a) Payment................................................. 1

(b) Operating Costs; Taxes.................................. 1

(c) Tenant Inspection Right................................. 4

(d) Cash Inducement......................................... 5

5. Delinquent Payment; Handling Charges........................... 5

6. Intentionally omitted.......................................... 5

7. Landlord's Maintenance Obligations............................. 5

(a) Building's Structure.................................... 5

(b) Other Landlord Obligations.............................. 5

(c) Landlord Representations................................ 6

8. Improvements; Alterations; Tenant's Maintenance and Repair

Obligations.................................................... 6

(a) Improvements; Alterations............................... 6

(b) Repairs; Maintenance.................................... 7

(c) Performance of Work..................................... 7

(d) Mechanic's Liens........................................ 7

(e) Janitorial Services..................................... 8

9. Utilities...................................................... 8

10. Use............................................................ 8

11. Assignment and Subletting...................................... 8

(a) Transfers............................................... 8

(b) Consent Standards....................................... 9

(c) Request for Consent..................................... 9

(d) Conditions to Consent................................... 9

(e) Attornment by Subtenants................................ 9

(f) Cancellation............................................ 10

(g) Additional Compensation................................. 10

(h) Permitted Transfers..................................... 10

12. Insurance; Waivers; Subrogation; Indemnity..................... 11

(a) Tenant's Insurance...................................... 11

(b) Landlord's Insurance.................................... 11

(c) No Subrogation; Waiver of Property Claims............... 11

(d) Indemnity............................................... 12

(e) Cost of Landlord's Insurance............................ 12

13. Subordination; Attornment; Notice to Landlord's Mortgagee...... 12

(a) Subordination........................................... 12

(b) Attornment.............................................. 13

(c) Notice to Landlord's Mortgagee.......................... 13

(d) Landlord's Mortgagee's Protection Provisions............ 13

(e) Subordination, Non-Disturbance and Attornment

Agreement............................................... 13

14. Rules and Regulations.......................................... 14

15. Condemnation................................................... 14

(a) Total Taking............................................ 14

(b) Partial Taking - Tenant's Rights........................ 14

(c) Partial Taking - Landlord's Rights...................... 14

(d) Temporary Taking........................................ 14

(e) Award................................................... 14

(f) Restoration............................................. 14

16. Fire or Other Casualty......................................... 15

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(a) Repair Estimate......................................... 15

(b) Tenant's Rights......................................... 15

(c) Landlord's Rights....................................... 15

(d) Repair Obligation....................................... 15

(e) Abatement of Rent....................................... 15

17. Personal Property Taxes........................................ 16

18. Events of Default.............................................. 16

(a) Payment Default......................................... 16

(b) Intentionally Omitted................................... 16

(c) Estoppel................................................ 16

(d) Insurance............................................... 16

(e) Mechanic's Liens........................................ 16

(f) Other Defaults.......................................... 16

(g) Insolvency.............................................. 16

19. Remedies....................................................... 16

(a) Termination of Lease.................................... 17

(b) Termination of Possession............................... 17

(c) Perform Acts on Behalf of Tenant........................ 17

20. Payment by Tenant; Non-Waiver; Cumulative Remedies............. 17

(a) Payment by Tenant....................................... 17

(b) No Waiver............................................... 17

(c) Cumulative Remedies..................................... 18

21. Intentionally Omitted.......................................... 18

22. Surrender of Premises.......................................... 18

23. Holding Over................................................... 18

24. Certain Rights Reserved by Landlord............................ 19

(a) Building Operations..................................... 19

(b) Security................................................ 19

(c) Prospective Purchasers and Lenders...................... 19

(d) Prospective Tenants..................................... 19

25. Intentionally omitted.......................................... 19

26. Miscellaneous.................................................. 19

(a) Landlord Transfer....................................... 19

(b) Landlord's Liability.................................... 19

(c) Force Majeure........................................... 19

(d) Brokerage............................................... 20

(e) Estoppel Certificates................................... 20

(f) Notices................................................. 20

(g) Separability............................................ 20

(h) Amendments; Binding Effect; No Electronic Records....... 20

(i) Quiet Enjoyment......................................... 20

(j) No Merger............................................... 21

(k) No Offer................................................ 21

(l) Entire Agreement........................................ 21

(m) Waiver of Jury Trial.................................... 21

(n) Governing Law........................................... 21

(o) Notice of Lease......................................... 21

(p) Water or Mold Notification.............................. 21

(q) Joint and Several Liability............................. 21

(r) Financial Reports....................................... 21

(s) Landlord's Fees......................................... 22

(t) Telecommunications...................................... 22

(u) Confidentiality......................................... 22

(v) Authority............................................... 22

(w) Rooftop Equipment....................................... 22

(x) Signage................................................. 23

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(y) List of Exhibits........................................ 23

(z) Prohibited Persons and Transactions..................... 23

(aa) Landlord's Default...................................... 24

(bb) Failure of Tenant to Continuously Occupy the Premises... 24

27. Letter of Credit............................................... 24

(a) General Provisions...................................... 24

(b) Drawings under Letter of Credit......................... 24

(c) Use of Proceeds by Landlord............................. 25

(d) Additional Covenants of Tenant.......................... 25

(e) Transfer of Letter of Credit............................ 26

(f) Nature of Letter of Credit.............................. 26

28. Environmental Requirements..................................... 26

(a) Prohibition against Hazardous Materials................. 26

(b) Environmental Requirements.............................. 26

(c) Removal of Hazardous Materials.......................... 26

(d) Tenant's Indemnity...................................... 27

(e) Inspections and Tests................................... 27

(f) Tenant's Financial Assurance in the Event of a Breach... 27

(g) ACM Removal............................................. 27

29. Parking........................................................ 28

30. Other Provisions............................................... 29

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LIST OF DEFINED TERMS

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2004 Estimated Operating Costs.................................... 2

Abatement Period ................................................. 28

ACM Contractors .................................................. 28

ACM Work ......................................................... 28

Adjoining 21 Alpha Parking Areas ................................. 28

Affiliate ........................................................ 1

Approval Criteria ................................................ D-2

Architect ........................................................ D-1

AS-IS ............................................................ D-1

Basic Lease Information .......................................... 1

Building ......................................................... i

Building's Structure ............................................. 1

Building's Systems ............................................... 1

Cash Inducement .................................................. 5

Casualty ......................................................... 15

Completed Application for Payment ................................ D-3

Construction Allowance ........................................... D-3

Construction Allowance Increase .................................. D-3

Damage Notice .................................................... 15

Default Rate ..................................................... 5

Engineered Parking Plan .......................................... 28

Environmental Requirements ....................................... 26

Event of Default.................................................. 16

Final LC Expiration Date ......................................... 24

GAAP ............................................................. 11

Hazardous Materials .............................................. 26

Insurance Costs .................................................. 12

Land ............................................................. i

Landlord ......................................................... 1, E-1

Landlord's Mortgagee ............................................. 12

Law .............................................................. 1

Laws ............................................................. I, E-1

LC Proceeds Account .............................................. 25

Lease ............................................................ 1, E-1, F-1

Lease Month....................................................... i

Letter of Credit ................................................. 24

Letter of Credit Amount .......................................... 24

Loss ............................................................. 12

Mortgage ......................................................... 12

OFAC ............................................................. 23

Operating Costs .................................................. 2

Operating Costs and Tax Statement ................................ 4

Parking Allowance ................................................ 28

Parking Work ..................................................... 28

Permitted Transfer ............................................... 10

Permitted Transferee ............................................. 10

Prevailing Rental Rate ........................................... G-1

Primary Lease .................................................... 12

Project .......................................................... i

Punchlist Items .................................................. E-1

Repair Period .................................................... 15

Rooftop Equipment ................................................ 22

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Security Deposit Laws ............................................ 26

SNDA ............................................................. 13

Space Plans....................................................... D-1

Substantial Completion............................................ D-3

Substantially Completed .......................................... D-3

Taking ........................................................... 14

Tangible Net Worth................................................ 11

Taxes ............................................................ 3

Telecommunications Services ...................................... 22

Tenant ........................................................... 1, 16, E-1

Tenant Party ..................................................... 1

Tenant's Off-Premises Equipment .................................. 1

Total Construction Costs ......................................... D-3

Transfer ......................................................... 9

Work ............................................................. D-1

Working Drawings ................................................. D-1

Working Drawings Delivery Deadline ............................... D-1

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LEASE

THIS LEASE AGREEMENT (this "LEASE") is entered into as of October 4, 2004,

between W9/TIB III REALTY, L.L.C., a Delaware limited liability company

("LANDLORD"), and AIRVANA, INC., a Delaware corporation ("TENANT").

1. DEFINITIONS AND BASIC PROVISIONS. The definitions and basic provisions

set forth in the Basic Lease Information (the "BASIC LEASE INFORMATION")

executed by Landlord and Tenant contemporaneously herewith are incorporated

herein by reference for all purposes. Additionally, the following terms shall

have the following meanings when used in this Lease: "AFFILIATE" means any

person or entity which, directly or indirectly, through one or more

intermediaries, controls, is controlled by, or is under common control with the

party in question; "BUILDING'S STRUCTURE" means the Building's exterior walls,

roof, footings, foundations, structural portions of load-bearing walls,

structural floors and subfloors, and structural columns and beams; "BUILDING'S

SYSTEMS" means the Building's HVAC, life-safety, plumbing, electrical, and

mechanical systems; "including" means including, without limitation; "LAWS"

means all federal, state, and local laws, ordinances, rules and regulations, all

court orders, governmental directives, and governmental orders, and all

interpretations of the foregoing, and all restrictive covenants affecting the

Project, and "LAW" means any of the foregoing; "TENANT'S OFF-PREMISES EQUIPMENT"

means any of Tenant's equipment or other property that may be located on or

about the Project (other than on the Premises); and "TENANT PARTY" means any of

the following persons: Tenant; any assignees claiming by, through, or under

Tenant; any subtenants claiming by, through, or under Tenant; and any of their

respective agents, contractors, employees, licensees, guests and invitees.

2. LEASE GRANT. Subject to the terms of this Lease, Landlord leases to

Tenant, and Tenant leases from Landlord, the Premises.

3. TENDER OF POSSESSION. Possession of the Premises will be tendered to

Tenant in the condition required by this Lease on the Lease Date. Within ten

(10) days after request by Landlord, Tenant shall execute and deliver to

Landlord a letter substantially in the form of Exhibit E hereto confirming (1)

the Commencement Date and the expiration date of the initial Term, and (2) that

Tenant has accepted the Premises. However, the failure of the parties to execute

such letter shall not defer the Commencement Date or otherwise invalidate this

Lease. Occupancy of the Premises by Tenant prior to the Commencement Date shall

be subject to all of the provisions of this Lease excepting only those requiring

the payment of Basic Rent and Additional Rent.

4. RENT.

(a) PAYMENT. Tenant shall timely pay to Landlord Rent, without notice

(except as set forth in Section 4(b)(1) below), demand, deduction or set off

(except as otherwise expressly provided herein), by good and sufficient check

drawn on a national banking association at Landlord's address provided for in

this Lease or as otherwise specified by Landlord and shall be accompanied by all

applicable state and local sales or use taxes. The obligations of Tenant to pay

Basic Rent and other sums to Landlord and the obligations of Landlord under this

Lease are independent obligations. Basic Rent, adjusted as herein provided,

shall be payable monthly in advance. The first monthly installment of Basic Rent

shall be payable contemporaneously with the execution of this Lease; thereafter,

Basic Rent shall be payable on the first day of each month beginning on the

first day of the second full calendar month of the Term. The monthly Basic Rent

for any partial month at the beginning of the Term shall equal the product of

1/365 of the annual Basic Rent in effect during the partial month and the number

of days in the partial month, and shall be due on the Commencement Date.

Payments of Basic Rent for any fractional calendar month at the end of the Term

shall be similarly prorated. Tenant shall pay Additional Rent at the same time

and in the same manner as Basic Rent.

(b) OPERATING COSTS; TAXES.

(1) Tenant shall pay to Landlord Tenant's Proportionate Share of

the annual Operating Costs (defined below). Landlord may make a good faith

estimate of Tenant's Proportionate Share of Operating Costs to be due by

Tenant for any calendar year or part thereof during the Term. During each

calendar year or partial calendar year of the Term, Tenant shall pay to

Landlord, in advance concurrently with each monthly installment of Basic

Rent, an amount equal to the estimated Tenant's

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Proportionate Share of Operating Costs for such calendar year or part

thereof divided by the number of months therein. From time to time,

Landlord may estimate and re-estimate the amount of Tenant's Proportionate

Share of Operating Costs to be due by Tenant and deliver a copy of the

estimate or re-estimate to Tenant. Thereafter, the monthly installments of

Tenant's Proportionate Share of Operating Costs payable by Tenant shall be

appropriately adjusted in accordance with the estimations so that, by the

end of the calendar year in question, Tenant shall have paid all of

Tenant's Proportionate Share of Operating Costs as estimated by Landlord.

Any amounts paid based on such an estimate shall be subject to adjustment

as herein provided when actual Operating Costs are available for each

calendar year.

(2) The term "OPERATING COSTS" means all expenses and

disbursements (subject to the limitations set forth below) that Landlord

incurs in connection with the ownership, operation, and maintenance of the

Project, determined in accordance with sound accounting principles

consistently applied, including the following costs: (A) wages and salaries

of all on-site employees at or below the grade of senior building manager

engaged in the operation, maintenance or security of the Project (together

with Landlord's reasonable allocation of expenses of off-site employees at

or below the grade of senior building manager who perform a portion of

their services in connection with the operation, maintenance or security of

the Project), including taxes, insurance and benefits relating thereto; (B)

all supplies and materials used in the operation, maintenance, repair,

replacement, and security of the Project; (C) repairs and general

maintenance of the Project including paving and parking areas, roads, roof

repairs (Landlord is responsible, at its sole cost and expense, for

replacement of the parking areas and Building Structure items as provided

in Section 7), alleys and driveways, trash collection, sweeping and removal

of trash for the common areas, mowing and snow removal, landscaping and

exterior painting, the cost of maintaining utility lines, fire sprinklers

and fire protection systems, exterior lighting, and mechanical and plumbing

systems serving the Project and, to the extent the following items serve

more than one tenant in the Project, dock doors, drains and sump pumps; (D)

other costs (exclusive of fair market rental) with respect to the

management office for the Project; (E) service, maintenance and management

contracts with independent contractors for the operation, maintenance,

management, repair, replacement, and security of the Project (including

alarm service, window cleaning, and elevator maintenance); (F) costs of

professional services rendered for the general benefit of the Project; (G)

environmental insurance or environmental management fees; (H) the cost of

any insurance deductibles for insurance required to be maintained by

Landlord; and (I) costs for capital improvements made in order to comply

with any Law hereafter promulgated by any governmental authority or any new

interpretations of any Law hereafter rendered with respect to any existing

Law, as amortized using a commercially reasonable interest rate over the

useful economic life of such improvements as determined by Landlord in its

reasonable discretion. Attached hereto as Exhibit J is a line item summary

of estimated Operating Costs for calendar year 2005 ("2005 ESTIMATED

OPERATING COSTS") and said line item summary encompasses all categories of

Operating Costs for the Project. The 2005 Estimated Operating Costs reflect

Landlord's good faith estimate of such estimated Operating Costs for

calendar year 2005. Notwithstanding the 2005 Estimated Operating Costs,

Tenant acknowledges and agrees that the actual Operating Costs for calendar

year 2005 and for future calendar years may exceed the 2005 Estimated

Operating Costs and that Landlord is making no representation or warranty

as to the actual Operating Costs for calendar year 2005 and for future

calendar years. Notwithstanding any provisions of this Lease to the

contrary, Operating Costs related to the Project (as opposed to Operating

Costs related solely to the Premises) shall be determined by the recorded

easement agreements referenced in Exhibit B attached hereto and Tenant's

Proportionate Share of Operating Costs related to the Project shall equal

all those costs Landlord is required to pay under said easement agreements

as fee owner of the Premises exclusive of any costs relating to the

replacement of the parking areas.

If any roof repair caused by a roof leak is required (provided such

leak was not caused by any act or omission by any Tenant Party) on more

than five (5) different occasions in a given calendar year and an

experienced roof consultant mutually selected by Landlord and Tenant

determines in its reasonable judgment that the roof should be replaced (as

opposed to repaired), Landlord shall replace the roof within a reasonable

time period at its sole cost and expense.

At Tenant's election, Tenant may extend the existing roof warranty

beyond July, 2005 at its sole cost and expense by notifying Landlord on or

before May 1, 2005 that it desires Landlord to extend the existing roof

warranty beyond July, 2005 for an additional five (5) years. Upon receipt

of Tenant's notice

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to Landlord to extend the existing roof warranty, Landlord shall arrange

for the roof to be inspected at Tenant's sole cost and expense (if any) on

or before June 1, 2005 and, at Tenant's option if Tenant desires Landlord

to so extend the existing roof warranty, for any repairs recommended by

said inspection to be made by Landlord's roofing contractor at Tenant's

sole cost and expense; provided, however, irrespective of whether Tenant

opts to have Landlord perform such repairs in order to extend the existing

roof warranty, Landlord shall perform any such roof repairs required to be

performed pursuant to the provisions of this Lease, including, without

limitation, Section 7 hereof.

Operating Costs shall not include costs for (i) capital improvements

made to the Project, other than capital improvements described in Section

4(b)(2)(I) and except for items which are generally considered maintenance

and repair items, such as painting of common areas, replacement of carpet

in elevator lobbies (if any), and the like; (ii) repair, replacements and

general maintenance paid by proceeds of insurance or by Tenant or other

third parties; (iii) principal, interest, amortization or other payments on

loans to Landlord; (iv) depreciation; (v) leasing commissions; (vi) legal

expenses for services, other than those that benefit the Project tenants

generally (e.g., tax disputes) (vii) Taxes; (viii) Insurance Costs; (ix)

renovating or otherwise improving space for occupants of the Project or

vacant space in the Project; (x) federal income taxes imposed on or

measured by the income of Landlord from the operation of the Project; (xi)

any ground or underlying lease rental; (xii) rentals for items which if

purchased, rather than rented, would constitute a capital cost; (xiii)

costs incurred by Landlord to the extent that Landlord is reimbursed by

insurance proceeds or is otherwise reimbursed; (xiv) advertising and

promotional expenditures, and costs of acquisition and maintenance of signs

in or on the Building identifying the owner of the Building; (xv) marketing

costs, including attorneys' fees (in connection with the negotiation and

preparation of letters, deal memos, letters of intent, leases, subleases

and/or assignments), space planning costs, and other costs and expenses

incurred in connection with lease, sublease and/or assignment negotiations

and transactions with prospective tenants or other occupants of the

Building; (xvi) management fees paid or charged by Landlord in connection

with the management of the Building to the extent such management fee is in

excess of the management fee customarily paid or charged by landlords of

the comparable buildings in the vicinity of the Building; (xvii) amounts

paid to Landlord or to subsidiaries or affiliates of Landlord for goods

and/or services in the Building to the extent the same exceeds the costs of

such goods and/or services rendered by unaffiliated third parties on a

competitive basis; (xviii) Landlord's general corporate overhead and

general and administrative expenses; (xix) costs incurred in connection

with upgrading the Building to comply with laws, rules, regulations and

codes in effect prior to the Lease Date; (xx) all assessments and premiums

(exclusive of real estate taxes and insurance premiums) which are not

specifically charged to Tenant because of what Tenant has done, which can

be paid by Landlord in installments without any interest or penalties,

shall be paid by Landlord in the maximum number of installments permitted

by law and not included as Operating Costs except in the year in which the

assessment or premium installment is actually paid; (xxi) costs arising

from Landlord's charitable or political contributions; (xxii) costs for

sculpture, paintings or other objects of art; and (xxiii) costs associated

with the operation of the business of the entity which constitutes Landlord

as the same are distinguished from the costs of operation of the Building,

including accounting and legal matters, costs of defending any lawsuits

with any mortgagee (except as the actions of Tenant may be in issue), costs

of selling, syndicating, financing, mortgaging or hypothecating any of

Landlord's interest in the Building, costs incurred in connection with any

disputes between Landlord and its employees, between Landlord and Building

management, or between Landlord and other tenants or occupants.

(3) Tenant shall also pay Tenant's Proportionate Share of the

Taxes for each year and partial year falling within the Term. Tenant shall

pay Tenant's Proportionate Share of Taxes in the same manner as provided

above for Tenant's Proportionate Share of Operating Costs. "TAXES" means

taxes, assessments, and governmental charges or fees whether federal,

state, county or municipal, and whether they be by taxing districts or

authorities presently taxing or by others, subsequently created or

otherwise, and any other taxes and assessments (including non-governmental

assessments for common charges under a restrictive covenant or other

private agreement that are not treated as part of Operating Costs) now or

hereafter attributable to the Project (or its operation), excluding,

however, penalties and interest thereon and federal and state taxes on

income, and inheritance, estate, succession, transfer, gift, franchise, or

capital stock tax, or any income taxes arising out of or related to

ownership and operation of income producing real estate, or any excise

taxes imposed upon Landlord based upon gross or net rentals or

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other income received by it (if the present method of taxation changes so

that in lieu of or in addition to the whole or any part of any Taxes, there

is levied on Landlord a capital tax directly on the rents received

therefrom or a franchise tax, assessment, or charge based, in whole or in

part, upon such rents for the Project, then all such taxes, assessments, or

charges, or the part thereof so based, shall be deemed to be included

within the term "Taxes" for purposes hereof). Taxes shall include the costs

of consultants retained in an effort to lower taxes and all costs incurred

in disputing any taxes or in seeking to lower the tax valuation of the

Project. Upon Tenant's reasonable prior written request of Landlord, Tenant

may request that Landlord file for an abatement or protest or appeal the

appraised value of the Premises. Tenant shall use good faith efforts to

provide notice to Landlord of such request at least forty-five (45) days

prior to the date by which such abatement, protest or appeal must be filed

under applicable Law. Within fifteen (15) business days of the date

Landlord receives such request from Tenant, Landlord shall notify Tenant as

to whether Landlord elects to pursue such abatement, protest or appeal,

and, if Landlord so elects to pursue the same, then within a reasonable

period of time required to preserve Landlord's rights to engage in any such

abatement, protest or appeal, Landlord shall commence and diligently pursue

such abatement, protest or appeal with an attorney or tax consultant

reasonably satisfactory to Tenant. Tenant hereby acknowledges that Deloitte

Touche (or any other national firm with which Landlord has an arrangement

from time to time with respect to abatement work) shall be deemed

acceptable to Tenant. If within such fifteen (15) business day period

Landlord does not notify Tenant that Landlord elects to pursue any such

abatement, protest or appeal, Tenant shall then have the right to pursue

such abatement, protest or appeal using an attorney or tax consultant

reasonably satisfactory to Landlord.

(4) By April 1 of each calendar year, or as soon thereafter as

practicable, Landlord shall furnish to Tenant a statement of Operating

Costs and Taxes for the previous year (the "OPERATING COSTS AND TAX

STATEMENT"). If Tenant's payments of Operating Costs or Taxes under this

Section 4(b) for the year covered by the Operating Costs and Tax Statement

exceed Tenant's Proportionate Share of such items as indicated in the

Operating Costs and Tax Statement, then Landlord shall promptly credit or

reimburse Tenant for such excess; likewise, if Tenant's payments of

Operating Costs or Taxes under this Section 4(b) for such year are less

than Tenant's Proportionate Share of such items as indicated in the

Operating Costs and Tax Statement, then Tenant shall promptly pay Landlord

such deficiency.

(c) TENANT INSPECTION RIGHT. After receiving an annual Operating Costs

and Tax Statement and giving Landlord 30-days' prior written notice thereof,

Tenant may inspect or audit Landlord's records relating to Operating Costs and

Taxes for the period of time covered by such Operating Costs and Tax Statement

in accordance with the following provisions. If Tenant fails to object to the

calculation of Operating Costs and Taxes on an annual Operating Costs and Tax

Statement within 60 days after the statement has been delivered to Tenant, or if

Tenant fails to conclude its audit or inspection within 120 days after the

statement has been delivered to Tenant, then Tenant shall have waived its right

to object to the calculation of Operating Costs and Taxes for the year in

question and the calculation of Operating Costs and Taxes set forth on such

statement shall be final. Tenant's audit or inspection shall be conducted where

Landlord maintains its books and records, shall not unreasonably interfere with

the conduct of Landlord's business, and shall be conducted only during business

hours reasonably designated by Landlord. Tenant shall pay the cost of such audit

or inspection, including $150 per hour of Landlord's or the building manager's

employee time devoted to such inspection or audit in excess of eight (8) hours

for any such inspection or audit to reimburse Landlord for its overhead costs

allocable to the inspection or audit, unless the total Operating Costs and Taxes

for the period in question is determined to be in error by more than 5% in the

aggregate, and, as a result thereof, Tenant paid to Landlord at least 5% more

than the actual Operating Costs and Taxes due for such period, in which case

Landlord shall pay the audit cost. Tenant may not conduct an inspection or have

an audit performed more than once during any calendar year. Tenant or the

accounting firm conducting such audit shall, at no charge to Landlord, submit

its audit report in draft form to Landlord for Landlord's review and comment

before the final approved audit report is submitted to Landlord, and any

reasonable comments by Landlord shall be incorporated into the final audit

report. If such inspection or audit reveals that an error was made in the

Operating Costs or Taxes previously charged to Tenant, then Landlord shall

refund to Tenant any overpayment of any such costs, or Tenant shall pay to

Landlord any underpayment of any such costs, as the case may be, within 30 days

after notification thereof. Provided Landlord's accounting for Operating Costs

and Taxes is consistent with the terms of this Lease, Landlord's good faith

judgment regarding the proper interpretation of this Lease and the proper

accounting for Operating Costs and Taxes shall be binding on Tenant in

connection with any such audit or inspection. Tenant shall maintain the results

of each such audit or inspection confidential and shall not be permitted

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to use any third party to perform such audit or inspection, other than an

independent firm of certified public accountants (1) reasonably acceptable to

Landlord, (2) which is not compensated on a contingency fee basis or in any

other manner which is dependent upon the results of such audit or inspection

(and Tenant shall deliver the fee agreement or other similar evidence of such

fee arrangement to Landlord upon request), and (3) which agrees with Landlord in

writing to maintain the results of such audit or inspection confidential.

Notwithstanding the foregoing, Tenant shall have no right to conduct an audit if

Landlord furnishes to Tenant an audit report for the period of time in question

prepared by an independent certified public accounting firm of recognized

national standing (whether originally prepared for Landlord or another party).

Nothing in this Section 4(c) shall be construed to limit, suspend or abate

Tenant's obligation to pay Rent when due, including Additional Rent.

(d) CASH INDUCEMENT. Landlord shall pay Tenant $350,000.00 in

immediately available funds (the "CASH INDUCEMENT") within ten (10) days of the

date that Tenant takes possession of the Premises for the purposes of conducting

its business therein.

5. DELINQUENT PAYMENT; HANDLING CHARGES. All past due payments required of

Tenant hereunder shall bear interest from the date due until paid at the lesser

of twelve percent (12%) per annum or the maximum lawful rate of interest (such

lesser amount is referred to herein as the "DEFAULT RATE"); additionally,

Landlord, in addition to all other rights and remedies available to it, may

charge Tenant a fee not greater than five percent of the delinquent payment to

reimburse Landlord for its reasonable and actual costs incurred as a consequence

of Tenant's delinquency. In no event, however, shall the charges permitted under

this Section 5 or elsewhere in this Lease, to the extent they are considered to

be interest under applicable Law, exceed the maximum lawful rate of interest.

Notwithstanding the foregoing, the late fee referenced above shall not be

charged with respect to the first occurrence (but not any subsequent occurrence)

during any 12 month period that Tenant fails to make payment when due, until

five days after Landlord delivers written notice of such delinquency to Tenant.

6. INTENTIONALLY OMITTED.

7. LANDLORD'S MAINTENANCE OBLIGATIONS.

(a) BUILDING'S STRUCTURE. This Lease is intended to be a net lease;

accordingly, Landlord's obligations are limited to the replacement of the

Building's Structure and the parking areas, at its sole cost and expense;

Landlord shall not be responsible for (1) any such work until Tenant notifies

Landlord of the need therefor in writing or (2) for alterations to the

Building's Structure required by applicable Law because of Tenant's use of the

Premises (which alterations shall be Tenant's responsibility) with exception of

any roof replacement required in writing by the Town of Chelmsford or any other

governmental authority and not due to any act or omission of Tenant other than

Tenant's mere occupancy, which roof replacement shall be Landlord's

responsibility and shall be performed at Landlord's sole cost and expense.

Neither Landlord nor Tenant shall have the roof inspected or have any

communications with any person or entity regarding any aspect of the roof

without obtaining the prior written consent of the other party except to the

extent required by Law. The Building's Structure does not include skylights,

windows, glass or plate glass, doors or overhead doors, special fronts, or

office entries, dock bumpers, dock plates or levelers, loading areas and docks,

and loading dock equipment, all of which shall be maintained by Tenant;

provided, however, Landlord shall replace at its sole cost and expense the

windows identified on Exhibit K attached hereto with windows substantially

similar to the existing Building windows within one hundred twenty (120) days

after the Lease Date. Landlord's liability for any defects, repairs, replacement

or maintenance for which Landlord is specifically responsible for under this

Lease shall be limited to the cost of performing the work.

(b) OTHER LANDLORD OBLIGATIONS. Additionally, Landlord shall maintain

and repair as necessary the Building's Structure and the parking areas, and

other common areas of the Project, including driveways, alleys, landscape and

grounds surrounding the Building and utility lines in a good condition,

consistent with the operation of a bulk warehouse/industrial or service center

facility, including maintenance, repair, and replacement of rail tracks serving

the Premises, the exterior of the Building (including painting), landscaping

sprinkler systems, and any items normally associated with the foregoing (which

shall include the services customarily provided to comparable properties by

reputable professional management companies, including, without limitation,

maintenance, repairs and replacement of (u) the parking area associated with the

Building and located on the Premises, (v) all grass, shrubbery and other

landscape treatments on the Premises, (w) the exterior of the Building

(including painting), (x) exterior sprinkler systems and sewage lines, and (y)

any other maintenance, repair

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or replacement items normally associated with the foregoing). All costs in

performing the work described in the foregoing sentence shall be included in

Operating Costs. Tenant shall promptly notify Landlord in writing of any work

required to be performed under this Section 7, and Landlord shall not be

responsible for performing such work until Tenant delivers to Landlord such

notice. Additionally, in no event shall Landlord be responsible for alterations

to the Building's Structure required by applicable Law because of Tenant's use

of the Premises (which alterations shall be made by Tenant at its sole cost and

expense). Notwithstanding anything to the contrary contained herein, Landlord

shall, in its sole and absolute discretion, determine the appropriate remedial

action required of it to satisfy its maintenance obligations hereunder (e.g.,

Landlord shall, in its sole discretion, determine whether, and to the extent,

repairs or replacements are the appropriate remedial action). While Tenant is

the sole occupant of the Building, Tenant may, with Landlord's prior written

consent (which consent shall not be unreasonably withheld, conditioned or

delayed), substitute at Tenant's expense any of the providers of the services

described in this Section 7(b) with reputable, licensed third party service

providers located in the area in which the Building is located; provided,

however, Tenant shall provide Landlord with copies of all contracts with any

such service provider and said contracts shall be in form and substance

reasonably satisfactory to Landlord. If in accordance with the provisions of the

preceding sentence, Tenant engages (at its own cost) providers for all of the

services to be provided by Landlord under this Section 7(b), Operating Costs

shall be reduced to $1,000.00 per month (thus eliminating the need for any other

category for Operating Costs for the Project as enumerated on Exhibit J attached

hereto other than taxes and insurance). If Tenant engages providers of the

services set forth in this Section 7(b) as aforesaid and any such services are

provided, in Landlord's reasonable discretion, at an unsatisfactory level as

would customarily be provided to comparable buildings, Landlord may, upon prior

written notice to Tenant, elect to provide such services and the management fee

shall no longer be reduced. Upon sixty (60) days prior written notice to

Landlord, Tenant may elect to provide such services.

(c) LANDLORD REPRESENTATIONS. As of the Lease Date, Landlord

represents and warrants to Tenant that (i) Landlord holds fee simple title to

the Premises, subject to no mortgage; (ii) no other party has any possessory

right to the Building or has claimed the same; and (iii) the Building's

Structure and, upon Tenant's seal coating and restriping certain parking areas

pursuant to Section 29 below, parking areas shall be in good condition and

repair.

8. IMPROVEMENTS; ALTERATIONS; TENANT'S MAINTENANCE AND REPAIR OBLIGATIONS.

(a) IMPROVEMENTS; ALTERATIONS. Improvements to the Premises shall be

installed at Tenant's expense only in accordance with plans and specifications

which have been previously submitted to and approved in writing by Landlord,

which approval shall be governed by the provisions set forth in this Section

8(a). No alterations or physical additions in or to the Premises may be made

without Landlord's prior written consent, which shall not be unreasonably

withheld, conditioned or delayed; however, Landlord may withhold and/or

condition its consent to any alteration or addition that would adversely affect

(in the reasonable discretion of Landlord) (1) the Building's Structure or the

Building's Systems (including the Building's restrooms or mechanical rooms) or

(2) the exterior appearance of the Building or any other portion of the Premises

exterior to the Building. Tenant shall not paint or install lighting or

decorations, signs, window or door lettering, or advertising media of any type

visible from the exterior of the Building without the prior written consent of

Landlord, which consent may be withheld in Landlord's sole and absolute

discretion. Notwithstanding the foregoing, Tenant shall not be required to

obtain Landlord's consent for repainting, recarpeting, or other alterations,

tenant improvements, alterations or physical additions to the Building which are

cosmetic in nature totaling less than $25,000 in any single instance or series

of related alterations performed within a six-month period (provided that Tenant

shall not perform any improvements, alterations or additions to the Premises in

stages as a means to subvert this provision), in each case provided that (A)

Tenant delivers to Landlord written notice thereof, a list of contractors and

subcontractors to perform the work (and certificates of insurance for each such

party) and any plans and specifications therefor prior to commencing any such

alterations, additions, or improvements (for informational purposes only so long

as no consent is required by Landlord as required by this Lease), (B) the

installation thereof does not involve any core drilling or the configuration or

location of any exterior or interior walls of the Building, and (C) such

alterations, additions and improvements will not affect (i) the Building's

Structure or the Building's Systems, or (ii) the appearance of the Project's

common areas or the exterior of the Building. All alterations, additions, and

improvements shall be constructed, maintained, and used by Tenant, at its risk

and expense, in accordance with all Laws; Landlord's consent to or approval of

any alterations, additions or improvements (or the plans therefor) shall not

constitute a representation or warranty by Landlord, nor Landlord's acceptance,

that the same comply with

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sound architectural and/or engineering practices or with all applicable Laws,

and Tenant shall be solely responsible for ensuring all such compliance. Tenant

shall promptly repair any damage caused by any such alterations, additions

and/or improvements. Landlord hereby consents to the performance of the

improvements set forth on the Space Plans attached hereto as Exhibit D-1.

(b) REPAIRS; MAINTENANCE. Tenant shall maintain the Premises,

including the loading areas and dock, and loading dock equipment in connection

with the Premises, in a clean, safe, and operable condition, and shall not

permit or allow to remain any waste or damage to any portion of the Premises.

Additionally, Tenant, at its sole expense, shall repair, replace (excluding the

Building's Structure and the parking areas located on the Premises) and maintain

in good condition and in accordance with all Laws and the equipment

manufacturer's suggested service programs, all portions of the Premises,

Tenant's Off-Premises Equipment and all areas, improvements and systems

exclusively serving the Premises including loading docks, sump pumps, dock

wells, dock equipment and loading areas, dock doors, dock seals, overhead doors,

"levellors" and similar leveling equipment, plumbing, water, fire sprinkler

system, and sewer lines up to points of common connection, entries, doors,

ceilings, windows, interior walls, and the interior side of demising walls, and

heating, ventilation and air conditioning systems (including any evaporative

units), and other building and mechanical systems serving the Premises. Such

repair and replacements include capital expenditures and repairs whose benefit

may extend beyond the Term. No later than fourteen (14) days prior to the end of

the Term, Tenant shall deliver to Landlord a certificate from an engineer

reasonably acceptable to Landlord certifying that all such items which Tenant is

required to maintain hereunder are then in good repair and condition and have

been maintained in accordance with this Section 8. Tenant shall repair or

replace, subject to Landlord's direction and supervision, any damage to the

Building caused by a Tenant Party. If Tenant fails to make such repairs or

replacements within fifteen (15) days after the occurrence of such damage, then

Landlord may make the same at Tenant's cost. If any such damage for which Tenant

is responsible for pursuant to this Section 8 occurs outside of the Building,

then Landlord may elect to repair such damage at Tenant's expense, rather than

having Tenant repair such damage. The cost of all maintenance, repair or

replacement work performed by Landlord under this Section 8 shall be paid by

Tenant to Landlord within thirty (30) days after Landlord has invoiced Tenant

therefor.

(c) PERFORMANCE OF WORK. All work described in this Section 8 shall be

performed only by Landlord or by contractors and subcontractors approved in

writing by Landlord, such approval not to be unreasonably withheld, conditioned

or delayed. Tenant shall cause all contractors and subcontractors to procure and

maintain insurance coverage naming Landlord, Landlord's property management

company and Landlord's asset management company as additional insureds against

such risks, in such amounts, and with such companies as Landlord may reasonably

require. Tenant shall provide Landlord with the identities, mailing addresses

and telephone numbers of all persons performing work or supplying materials

prior to beginning such construction and Landlord may post on and about the

Premises notices of non-responsibility pursuant to applicable Laws. All such

work shall be performed in accordance with all Laws and in a good and

workmanlike manner so as not to damage the Building (including the Premises, the

Building's Structure and the Building's Systems). All such work which may affect

the Building's Structure or the Building's Systems must be approved by the

Building's engineer of record at Tenant's expense and, at Landlord's election,

must be performed by Landlord's usual contractor for such work, provided that

the cost of such contractor's work shall not exceed the cost of other

similar-quality contractors for similar services in other similar buildings

located in the submarket in the city in which the Building is located. All work

affecting the roof of the Building must be performed by Landlord's roofing

contractor, and no such work will be permitted if it would void or reduce the

warranty on the roof. Upon Landlord's request, Tenant shall provide sworn

statements, including the names, addresses and copies of contracts for all

contractors, and upon completion of any work shall promptly furnish Landlord

with sworn owner's and contractor's statements and full and final waivers of

lien covering all labor and materials included in the work in question.

(d) MECHANIC'S LIENS. All work performed, materials furnished, or

obligations incurred by or at the request of a Tenant Party shall be deemed

authorized and ordered by Tenant only, and Tenant shall not permit any

mechanic's liens to be filed against the Premises or the Project in connection

therewith. Upon completion of any such work, Tenant shall deliver to Landlord

final lien waivers from all contractors, subcontractors and materialmen who

performed such work. If such a lien is filed, then Tenant shall, within ten days

after Landlord has delivered notice of the filing thereof to Tenant (or such

earlier time period as may be necessary to prevent the forfeiture of the

Premises, the Project or any interest of Landlord therein or the imposition of a

civil or criminal fine with respect thereto), either (1) pay the amount of the

lien and cause the lien to be released of record, or (2)

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diligently contest such lien and deliver to Landlord a bond or other security

reasonably satisfactory to Landlord. If Tenant fails to timely take either such

action, then Landlord may pay the lien claim, and any amounts so paid, including

expenses and interest, shall be paid by Tenant to Landlord within ten days after

Landlord has invoiced Tenant therefor. Landlord and Tenant acknowledge and agree

that their relationship is and shall be solely that of "landlord-tenant"

(thereby excluding a relationship of "owner-contractor," "owner-agent" or other

similar relationships). Accordingly, all materialmen, contractors, artisans,

mechanics, laborers and any other persons now or hereafter contracting with

Tenant, any contractor or subcontractor of Tenant or any other Tenant Party for

the furnishing of any labor, services, materials, supplies or equipment with

respect to any portion of the Premises, at any time from the date hereof until

the end of the Term, are hereby charged with notice that they look exclusively

to Tenant to obtain payment for same. Nothing herein shall be deemed a consent

by Landlord to any liens being placed upon the Premises, the Project or

Landlord's interest therein due to any work performed by or for Tenant or deemed

to give any contractor or subcontractor or materialman any right or interest in

any funds held by Landlord to reimburse Tenant for any portion of the cost of

such work. Tenant shall defend, indemnify and hold harmless Landlord and its

agents and representatives from and against all claims, demands, causes of

action, suits, judgments, damages and expenses (including attorneys' fees) in

any way arising from or relating to the failure by any Tenant Party to pay for

any work performed, materials furnished, or obligations incurred by or at the

request of a Tenant Party. This indemnity provision shall survive termination or

expiration of this Lease.

(e) JANITORIAL SERVICES. Tenant, at its sole expense, shall provide

its own janitorial services to the Premises and shall maintain the Premises in a

clean and safe condition. Tenant shall store all trash and garbage within the

area and in receptacles designated from time to time by Landlord and shall, at

its sole expense, arrange for the regular pickup of such trash and garbage at

times, and pursuant to reasonable regulations, established by Landlord from time

to time. If Tenant fails to provide janitorial services to the Premises or trash

removal services in compliance with the foregoing, Landlord, in addition to any

other rights and remedies available to it, may provide such services, and Tenant

shall pay to Landlord the cost thereof, plus an administrative fee equal to 15%

of such cost, within ten (10) days after Landlord delivers to Tenant an invoice

therefor.

9. UTILITIES. Tenant shall pay for all water, gas, electricity, heat,

telephone, sewer, sprinkler charges and other utilities and services used at the

Premises, together with any taxes, penalties, surcharges, connection charges,

maintenance charges, and the like pertaining to Tenant's use of the Premises.

Tenant, at its expense, shall obtain all utility services for the Premises,

including making all applications therefor, obtaining meters and other related

equipment, and paying all deposits and connection charges. Landlord shall not be

liable for any interruption or failure of utility service to the Premises, and

such interruption or failure of utility service shall not be a constructive

eviction of Tenant, constitute a breach of any implied warranty or entitle

Tenant to any abatement of Tenant's obligations hereunder.

10. USE. Tenant shall use the Premises only for the Permitted Use and shall

comply with all Laws relating to the use, condition, access to, and occupancy of

the Premises and will not commit waste, overload the Building's Structure or the

Building's Systems or subject the Premises to use that would damage the

Premises. The Premises shall not be used for any use which is disreputable or

creates extraordinary fire hazards, or for the storage of any Hazardous

Materials (except as provided in Section 28 hereto). The storage of trucks and

other vehicles and the portable cell tower (which portable cell tower shall be

located only behind the rear of the Building) is permitted within the Premises;

provided, however, to the extent such vehicles and cell tower are located within

parking spaces on the Premises, such parking spaces shall be among those parking

spaces which Tenant is granted a right to use pursuant to the provisions of

Section 29 below. Tenant shall conduct its business and control each other

Tenant Party so as not to create any nuisance or unreasonably interfere with

Landlord in its management of the Building.

11. ASSIGNMENT AND SUBLETTING.

(a) TRANSFERS. Except as provided in Section 11(h), Tenant shall not,

without the prior written consent of Landlord, (1) assign, transfer, or encumber

this Lease or any estate or interest herein, whether directly or by operation of

law, (2) permit any other entity to become Tenant hereunder by merger,

consolidation, or other reorganization, (3) if Tenant is an entity other than a

corporation whose stock is publicly traded, permit the transfer of an ownership

interest in Tenant so as to result in a change in the current control of Tenant,

(4) sublet any portion of the Premises, (5) grant any license, concession, or

other right of occupancy of any portion of the

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Premises, or (6) permit the use of the Premises by any parties other than Tenant

(any of the events listed in Section 11(a)(1) through 11(a)(6) being a

"TRANSFER").

(b) CONSENT STANDARDS. Landlord shall not unreasonably withhold,

condition or delay its consent to any assignment or subletting of the Premises,

provided that the proposed transferee (1) is creditworthy, (2) has a good

reputation in the business community, (3) will use the Premises for the

Permitted Use (thus, excluding, without limitation, uses for credit processing

and telemarketing), (4) will not use the Premises, Building or Project in a

manner that would materially increase the pedestrian or vehicular traffic to the

Premises, Building or Project, (5) is not a governmental entity, or subdivision

or agency thereof, (6) is not another occupant of the Building, and (7) is not a

person or entity with whom Landlord is then, or has been within the six-month

period prior to the time Tenant seeks to enter into such assignment or

subletting, negotiating to lease space in the Building, or any Affiliate of any

such person or entity; otherwise, Landlord may withhold its consent in its sole

discretion. Additionally, Landlord may withhold its consent in its sole

discretion to any proposed Transfer if any Event of Default by Tenant then

exists.

(c) REQUEST FOR CONSENT. If Tenant requests Landlord's consent to a

Transfer, then, at least fifteen (15) business days prior to the effective date

of the proposed Transfer, Tenant shall provide Landlord with a written

description of all terms and conditions of the proposed Transfer, copies of the

proposed documentation, and the following information about the proposed

transferee: name and address; reasonably satisfactory information about its

business and business history; its proposed use of the Premises; banking,

financial, and other credit information; and general references sufficient to

enable Landlord to determine the proposed transferee's creditworthiness and

character. Concurrently with Tenant's notice of any request for consent to a

Transfer, Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's

expenses in reviewing such request, and Tenant shall also reimburse Landlord

immediately upon request for its reasonable attorneys' fees incurred in

connection with considering any request for consent to a Transfer.

(d) CONDITIONS TO CONSENT. If Landlord consents to a proposed

Transfer, then the proposed transferee shall deliver to Landlord a written

agreement whereby it expressly assumes Tenant's obligations hereunder; however,

any transferee of less than all of the space in the Premises shall be liable

only for obligations under this Lease that are properly allocable to the space

subject to the Transfer for the period of the Transfer. No Transfer shall

release Tenant from its obligations under this Lease, but rather Tenant and its

transferee shall be jointly and severally liable therefor. Landlord's consent to

any Transfer shall not waive Landlord's rights as to any subsequent Transfers.

If an Event of Default occurs while the Premises or any part thereof are subject

to a Transfer, then Landlord, in addition to its other remedies, may collect

directly from such transferee all rents becoming due to Tenant and apply such

rents against Rent. Tenant authorizes its transferees to make payments of rent

directly to Landlord upon receipt of notice from Landlord to do so following the

occurrence of an Event of Default hereunder. Tenant shall pay for the cost of

any demising walls or other improvements necessitated by a proposed subletting

or assignment.

(e) ATTORNMENT BY SUBTENANTS. Each sublease by Tenant hereunder shall

be subject and subordinate to this Lease and to the matters to which this Lease

is or shall be subordinate, and each subtenant by entering into a sublease is

deemed to have agreed that in the event of termination, re-entry or

dispossession by Landlord under this Lease, Landlord may, at its option, take

over all of the right, title and interest of Tenant, as sublandlord, under such

sublease, and such subtenant shall, at Landlord's option, attorn to Landlord

pursuant to the then executory provisions of such sublease, except that Landlord

shall not be (1) liable for any previous act or omission of Tenant under such

sublease, (2) subject to any counterclaim, offset or defense that such subtenant

might have against Tenant, (3) bound by any previous modification of such

sublease not approved by Landlord in writing or by any rent or additional rent

or advance rent which such subtenant might have paid for more than the current

month to Tenant, and all such rent shall remain due and owing, notwithstanding

such advance payment, (4) bound by any security or advance rental deposit made

by such subtenant which is not delivered or paid over to Landlord and with

respect to which such subtenant shall look solely to Tenant for refund or

reimbursement, or (5) obligated to perform any work in the subleased space or to

prepare it for occupancy, and in connection with such attornment, the subtenant

shall execute and deliver to Landlord any instruments Landlord may reasonably

request to evidence and confirm such attornment. Each subtenant or licensee of

Tenant shall be deemed, automatically upon and as a condition of its occupying

or using the Premises or any part thereof, to have agreed to be bound by the

terms and

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conditions set forth in this Section 11(e). The provisions of this Section 11(e)

shall be self-operative, and no further instrument shall be required to give

effect to this provision.

(f) CANCELLATION. Landlord may, within thirty (30) days after

submission of Tenant's written request for Landlord's consent to an assignment

of this Lease or subletting of greater than 50% of the rentable square feet in

the Premises for all or substantially all of the remainder of the Term, cancel

this Lease as to the portion of the Premises proposed to be sublet or assigned

as of the date the proposed Transfer is to be effective. If Landlord cancels

this Lease as to any portion of the Premises, then this Lease shall cease for

such portion of the Premises and Tenant shall pay to Landlord all Rent accrued

through the cancellation date relating to the portion of the Premises covered by

the proposed Transfer and any and all costs incurred to demise separately such

portion of the Premises. Thereafter, Landlord may lease such portion of the

Premises to the prospective transferee (or to any other person) without

liability to Tenant. Notwithstanding the foregoing, if Landlord provides written

notification to Tenant of its election to cancel this Lease as to any portion of

the Premises as provided above, Tenant may rescind its proposed assignment or

subletting of all or any portion of the Premises by notifying Landlord in

writing within three (3) business days following Landlord's written cancellation

notice.

(g) ADDITIONAL COMPENSATION. While no Event of Default exists, Tenant

shall pay to Landlord, immediately upon receipt thereof, fifty percent (50%) of

the excess of (1) all compensation received by Tenant for a Transfer less the

actual out-of-pocket costs reasonably incurred by Tenant with unaffiliated third

parties (i.e., brokerage commissions and tenant finish work) in connection with

such Transfer (such costs shall be amortized on a straight-line basis over the

term of the Transfer in question) over (2) the Rent allocable to the portion of

the Premises covered thereby. While any Event of Default exists, Tenant shall

pay to Landlord, immediately upon receipt thereof, the excess of (A) all

compensation received by Tenant for a Transfer over (B) the Rent allocable to

the portion of the Premises covered thereby.

In calculating any excess rent payable by Tenant to Landlord pursuant to

this provision, Tenant shall first be entitled to deduct (a) market improvement

allowances or other market economic concessions granted by Tenant to the

assignee or sublessee and (b) market brokerage commissions and/or reasonable

legal fees paid by Tenant in connection with the assignment or sublease.

(h) PERMITTED TRANSFERS. Notwithstanding Section 11(a), Tenant may

Transfer all or part of its interest in this Lease or all or part of the

Premises (a "PERMITTED TRANSFER") to the following types of entities (a

"PERMITTED TRANSFEREE") without the consent of Landlord:

(1) an Affiliate of Tenant;

(2) any corporation, limited partnership, limited liability

partnership, limited liability company or other business entity in which or

with which Tenant, or its corporate successors or assigns, is merged or

consolidated, in accordance with applicable statutory provisions governing

merger and consolidation of business entities, so long as (A) Tenant's

obligations hereunder are assumed by the entity surviving such merger or

created by such consolidation; and (B) the Tangible Net Worth of the

surviving or created entity is not less than the greater of (i) the

Tangible Net Worth of Tenant as of the date of such Transfer or (ii)

$8,000,000; or

(3) any corporation, limited partnership, limited liability

partnership, limited liability company or other business entity acquiring

all or substantially all of Tenant's stock or assets if such entity's

Tangible Net Worth after such acquisition is not less than (i) the Tangible

Net Worth of Tenant as of the date of such Transfer or (ii) $8,000,000.

Tenant shall promptly notify Landlord of any such Permitted Transfer. Tenant

shall remain liable for the performance of all of the obligations of Tenant

hereunder, or if Tenant no longer exists because of a merger, consolidation, or

acquisition, the surviving or acquiring entity shall expressly assume in writing

the obligations of Tenant hereunder. Additionally, the Permitted Transferee

shall comply with all of the terms and conditions of this Lease, including the

Permitted Use. No later than 30 days after the effective date of any Permitted

Transfer, Tenant agrees to furnish Landlord with (A) copies of the instrument

effecting any of the foregoing Transfers, (B) documentation establishing

Tenant's satisfaction of the requirements set forth above applicable to any such

Transfer,

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and (C) evidence of insurance as required under this Lease with respect to the

Permitted Transferee. The occurrence of a Permitted Transfer shall not waive

Landlord's rights as to any subsequent Transfers. "TANGIBLE NET WORTH" means the

excess of total assets over total liabilities, in each case as determined in

accordance with generally accepted accounting principles consistently applied

("GAAP"), excluding, however, from the determination of total assets all assets

which would be classified as intangible assets under GAAP including goodwill,

licenses, patents, trademarks, trade names, copyrights, and franchises. Any

subsequent Transfer by a Permitted Transferee shall be subject to the terms of

this Section 11.

12. INSURANCE; WAIVERS; SUBROGATION; INDEMNITY.

(a) TENANT'S INSURANCE. Effective as of the earlier of (1) the date

Tenant enters or occupies the Premises, or (2) the Commencement Date, and

continuing throughout the Term, Tenant shall maintain the following insurance

policies: (A) commercial general liability insurance in amounts of $3,000,000

per occurrence or, following the expiration of the initial Term, such other

amounts as Landlord may from time to time reasonably require (and, if the use

and occupancy of the Premises include any activity or matter that is or may be

excluded from coverage under a commercial general liability policy [e.g., the

sale, service or consumption of alcoholic beverages], Tenant shall obtain such

endorsements to the commercial general liability policy or otherwise obtain

insurance to insure all liability arising from such activity or matter

[including host liquor liability, if applicable] in such amounts as Landlord may

reasonably require), insuring Tenant, Landlord, Landlord's property management

company, Landlord's asset management company and, if requested in writing by

Landlord, Landlord's Mortgagee, against all liability for injury to or death of

a person or persons or damage to property arising from the use and occupancy of

the Premises and (without implying any consent by Landlord to the installation

thereof) the installation, operation, maintenance, repair or removal of Tenant's

Off-Premises Equipment, (B) insurance covering the full value of all alterations

and improvements and betterments in the Premises, naming Landlord and Landlord's

Mortgagee as additional loss payees as their interests may appear, (C) insurance

covering the full value of all furniture, trade fixtures and personal property

(including property of Tenant or others) in the Premises or otherwise placed in

the Project by or on behalf of a Tenant Party, (D) contractual liability

insurance sufficient to cover Tenant's indemnity obligations hereunder (but only

if such contractual liability insurance is not already included in Tenant's

commercial general liability insurance policy), (E) worker's compensation

insurance, and (F) business interruption insurance in an amount equal to

Tenant's Base Rent and Additional Rent obligations under this Lease for nine (9)

months. Tenant's insurance shall provide primary coverage to Landlord for the

property that will inure to Landlord during the Term of this Lease and for third

party liability exposures within the confines of the Premises. Tenant shall

furnish to Landlord certificates of such insurance and such other evidence

satisfactory to Landlord of the maintenance of all insurance coverages required

hereunder at least ten days prior to the earlier of the Commencement Date or the

date Tenant enters or occupies the Premises, and at least 15 days prior to each

renewal of said insurance, and Tenant shall obtain a written obligation on the

part of each insurance company to notify Landlord at least 30 days before

cancellation or a material change of any such insurance policies. All such

insurance policies shall be in form, and issued by companies with an A.M. Best

rating of A:VII or better, reasonably satisfactory to Landlord. If Tenant fails

to comply with the foregoing insurance requirements or to deliver to Landlord

the certificates or evidence of coverage required herein, Landlord, in addition

to any other remedy available pursuant to this Lease or otherwise, may, but

shall not be obligated to, obtain such insurance and Tenant shall pay to

Landlord on demand the premium costs thereof, plus an administrative fee of 5%

of such cost.

(b) LANDLORD'S INSURANCE. Throughout the Term of this Lease, Landlord

shall maintain, as a minimum, the following insurance policies: (1) property

insurance for the Building's replacement value (excluding property required to

be insured by Tenant), less a commercially-reasonable deductible if Landlord so

chooses, and (2) commercial general liability insurance in an amount of not less

than $3,000,000. Landlord may, but is not obligated to, maintain such other

insurance and additional coverages as it may deem reasonably necessary. The cost

of all insurance carried by Landlord with respect to the Project shall be

included in Insurance Costs (defined below). The foregoing insurance policies

and any other insurance carried by Landlord shall be for the primary benefit of

Landlord and under Landlord's sole control.

(c) NO SUBROGATION; WAIVER OF PROPERTY CLAIMS. Landlord and Tenant

each waives any claim it might have against the other for any damage to or

theft, destruction, loss, or loss of use of any property, to the extent the same

is insured against under any insurance policy of the types described in this

Section 12 that covers the Project, the Premises, Landlord's or Tenant's

fixtures, personal property, leasehold improvements, or business,

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or is required to be insured against under the terms hereof, regardless of

whether the negligence of the other party caused such Loss (defined below).

Additionally, Landlord and Tenant each waives any claim it may have against the

other for any Loss to the extent such Loss is caused by a terrorist act. Each

party shall cause its insurance carrier to endorse all applicable policies

waiving the carrier's rights of recovery under subrogation or otherwise against

the other party. Notwithstanding any provision in this Lease to the contrary,

Landlord, its agents, employees and contractors shall not be liable to Tenant or

to any party claiming by, through or under Tenant for (and Tenant hereby

releases Landlord and its servants, agents, contractors, employees and invitees

from any claim or responsibility for) any damage to or destruction, loss, or

loss of use, or theft of any property of any Tenant Party located in or about

the Project, caused by casualty, theft, fire, third parties or any other matter

or cause, regardless of whether the negligence of any party caused such loss in

whole or in part. Tenant acknowledges that Landlord shall not carry insurance

on, and shall not be responsible for damage to, any property of any Tenant Party

located in or about the Project.

(d) INDEMNITY. Subject to Section 12(c), Tenant shall defend,

indemnify, and hold harmless Landlord and its representatives and agents from

and against all claims, demands, liabilities, causes of action, suits,

judgments, damages, and expenses (including reasonable attorneys' fees) arising

from any injury to or death of any person or the damage to or theft,

destruction, loss or loss of use of any property or inconvenience (a "LOSS")

occurring in or on the Premises or arising out of the installation, operation,

maintenance, repair or removal of any property of any Tenant Party located in or

about the Project, including Tenant's Off-Premises Equipment, except to the

extent caused by the negligence or fault of Landlord or its agents. Subject to

Section 12(c), Landlord shall defend, indemnify, and hold harmless Tenant and

its agents from and against all claims, demands, liabilities, causes of action,

suits, judgments, damages, and expenses (including reasonable attorneys' fees)

for any Loss arising from any occurrence in or on the Premises to the extent

caused by the gross negligence or willful misconduct of Landlord. The

indemnities set forth in this Lease shall survive termination or expiration of

this Lease and shall not terminate or be waived, diminished or affected in any

manner by any abatement or apportionment of Rent under any provision of this

Lease. If any proceeding is filed for which indemnity is required hereunder, the

indemnifying party agrees, upon request therefor, to defend the indemnified

party in such proceeding at its sole cost utilizing counsel satisfactory to the

indemnified party.

(e) COST OF LANDLORD'S INSURANCE. Tenant shall pay Tenant's

Proportionate Share of the cost of the property and liability insurance carried

by Landlord from time to time with respect to the Building (including other

improvements and Landlord's personal property used in connection therewith),

which may include fire and extended coverage insurance (including extended and

broad form coverage risks, mudslide, land subsidence, volcanic eruption, flood,

earthquake and rent loss insurance) and comprehensive general public liability

insurance and excess liability insurance, in such amounts and containing such

terms as Landlord deems necessary or desirable (collectively, "INSURANCE

COSTS"). During each month of the Term, Tenant shall make a monthly payment to

Landlord equal to 1/12th of Tenant's Proportionate Share of Insurance Costs that

will be due and payable for that particular year. Each payment of Insurance

Costs shall be due and payable at the same time as, and in the same manner as,

provided above for Tenant's Proportionate Share of Operating Costs. The initial

monthly payment of Insurance Costs is based upon Landlord's good faith estimate

of Tenant's Proportionate Share of the estimated Insurance Costs for the

remainder of the first calendar year. The monthly payment of Insurance Costs is

subject to increase or decrease as determined by Landlord to reflect accurately

Tenant's Proportionate Share of estimated Insurance Costs. If, following

Landlord's receipt of the bill for the insurance premiums for a calendar year,

Landlord determines that Tenant's total payments of Insurance Costs are less

than Tenant's Proportionate Share of actual Insurance Costs, Tenant shall pay to

Landlord the difference upon demand; if Tenant's total payments of Insurance

Costs are more than Tenant's Proportionate Share of actual Insurance Costs,

Landlord shall retain such excess and credit it to Tenant's future payments of

Insurance Costs (unless such adjustment is at the end of the Term, in which

event Landlord shall refund such excess to Tenant).

13. SUBORDINATION; ATTORNMENT; NOTICE TO LANDLORD'S MORTGAGEE.

(a) SUBORDINATION. Subject to the obtaining of an SNDA pursuant to

Section 13(e), this Lease shall be subordinate to any deed of trust, mortgage,

or other security instrument (each, a "MORTGAGE"), or any ground lease, master

lease, or primary lease (each, a "PRIMARY LEASE"), that now or hereafter covers

all or any part of the Premises (the mortgagee under any such Mortgage,

beneficiary under any such deed of trust, or the lessor under any such Primary

Lease is referred to herein as a "LANDLORD'S MORTGAGEE"). Any Landlord's

Mortgagee

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may elect, at any time, unilaterally, to make this Lease superior to its

Mortgage, Primary Lease, or other interest in the Premises by so notifying

Tenant in writing. Subject to the obtaining of an SNDA pursuant to Section

13(e), the provisions of this Section shall be self-operative and no further

instrument of subordination shall be required; however, in confirmation of such

subordination, Tenant shall execute and return to Landlord (or such other party

designated by Landlord) within ten (10) days after written request therefor such

documentation, in recordable form if required, as a Landlord's Mortgagee may

reasonably request to evidence the subordination of this Lease to such

Landlord's Mortgagee's Mortgage or Primary Lease (including a subordination,

non-disturbance and attornment agreement) or, if the Landlord's Mortgagee so

elects, the subordination of such Landlord's Mortgagee's Mortgage or Primary

Lease to this Lease.

(b) ATTORNMENT. Subject to the obtaining of an SNDA pursuant to

Section 13(e), Tenant shall attorn to any party succeeding to Landlord's

interest in the Premises, whether by purchase, foreclosure, deed in lieu of

foreclosure, power of sale, termination of lease, or otherwise, upon such

party's request, and shall execute such agreements confirming such attornment as

such party may reasonably request.

(c) NOTICE TO LANDLORD'S MORTGAGEE. Tenant shall not seek to enforce

any remedy it may have for any default on the part of Landlord without first

giving written notice by certified mail, return receipt requested, specifying

the default in reasonable detail, to any Landlord's Mortgagee whose address has

been given to Tenant, and affording such Landlord's Mortgagee a reasonable

opportunity to perform Landlord's obligations hereunder.

(d) LANDLORD'S MORTGAGEE'S PROTECTION PROVISIONS. If Landlord's

Mortgagee shall succeed to the interest of Landlord under this Lease, Landlord's

Mortgagee shall not be: (1) liable for any act or omission of any prior lessor

(including Landlord) except to the extent the same continues following such

succession; (2) bound by any rent or additional rent or advance rent which

Tenant might have paid for more than the current month to any prior lessor

(including Landlord), and all such rent shall remain due and owing,

notwithstanding such advance payment; (3) bound by any security or advance

rental deposit made by Tenant which is not delivered or paid over to Landlord's

Mortgagee and with respect to which Tenant shall look solely to Landlord for

refund or reimbursement; provided that Landlord hereby agrees to promptly

deliver such security or advance rental deposit to Landlord's Mortgagee if

Landlord's Mortgagee succeeds to the interest of Landlord under this Lease; (4)

bound by any termination, amendment or modification of this Lease made without

Landlord's Mortgagee's consent and written approval, except for those

terminations, amendments and modifications permitted to be made by Landlord

without Landlord's Mortgagee's consent pursuant to the terms of the loan

documents between Landlord and Landlord's Mortgagee or otherwise permitted to be

made by Tenant pursuant to the provisions of this Lease; (5) subject to the

defenses which Tenant might have against any prior lessor (including Landlord);

and (6) subject to the offsets which Tenant might have against any prior lessor

(including Landlord) except for those offset rights which (A) are expressly

provided in this Lease, (B) relate to periods of time following the acquisition

of the Building by Landlord's Mortgagee, and (C) Tenant has provided written

notice to Landlord's Mortgagee and provided Landlord's Mortgagee a reasonable

opportunity to cure the event giving rise to such offset event. Landlord's

Mortgagee shall have no liability or responsibility under or pursuant to the

terms of this Lease or otherwise after it ceases to own an interest in the

Project. Nothing in this Lease shall be construed to require Landlord's

Mortgagee to see to the application of the proceeds of any loan, and Tenant's

agreements set forth herein shall not be impaired on account of any modification

of the documents evidencing and securing any loan. Notwithstanding anything to

the contrary contained herein, any such Landlord's Mortgagee shall remain liable

to Tenant for the payment of the Construction Allowance (as set forth in Exhibit

D and in accordance with the provisions thereof) to the extent the same has not

been previously delivered to Tenant.

(e) SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT. The

Premises are not currently encumbered by a Landlord's Mortgagee. Landlord shall

use reasonable efforts to obtain a subordination, non-disturbance and attornment

agreement ("SNDA") from any Landlord's Mortgagee, in a form reasonably

acceptable to Tenant and such Landlord's Mortgagee or other institutional

lenders; however, Landlord's failure to obtain such agreement shall not

constitute a default by Landlord hereunder or prohibit the mortgaging of the

Premises; and further provided that any costs associated with obtaining such

subordination, non-disturbance and attornment agreement shall be paid by Tenant

within fifteen (15) days after Landlord's written request therefor. The

subordination of Tenant's rights hereunder to any Landlord's Mortgagee under

Section 13(a) shall be conditioned

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upon such Landlord's Mortgagee's execution and delivery of an SNDA in a form

reasonably acceptable to Tenant and such Landlord's Mortgagee or other

institutional lenders.

14. RULES AND REGULATIONS. Tenant shall comply with the rules and

regulations of the Project which are attached hereto as Exhibit C. Landlord may,

from time to time, reasonably change such rules and regulations for the safety,

care, or cleanliness of the Project and related facilities, provided that such

changes are applicable to all tenants of the Project, will not unreasonably

interfere with Tenant's use of the Premises and are enforced by Landlord in a

non-discriminatory manner. Tenant shall be responsible for the compliance with

such rules and regulations by each Tenant Party.

15. CONDEMNATION.

(a) TOTAL TAKING. If the entire Building or Premises are taken by

right of eminent domain or conveyed in lieu thereof (a "TAKING"), this Lease

shall terminate as of the date of the Taking.

(b) PARTIAL TAKING - TENANT'S RIGHTS. If any material part of the

Building and/or all reasonable means of access to the Building becomes subject

to a Taking and such Taking will prevent Tenant from conducting its business in

the Building in a manner reasonably comparable to that conducted immediately

before such Taking for a period of more than three hundred sixty-five (365)

consecutive days or for more than forty-five (45) days during the last year of

the Term, then Tenant may terminate this Lease as of the date of such Taking by

giving written notice to Landlord within thirty (30) days after the Taking, and

Basic Rent and Additional Rent shall be apportioned as of the date of such

Taking. If Tenant does not terminate this Lease, then Rent shall be abated on a

reasonable basis as to that portion of the Premises rendered untenantable by the

Taking.

(c) PARTIAL TAKING - LANDLORD'S RIGHTS. If any material portion, but

less than all, of the Building becomes subject to a Taking, or if Landlord is

required to pay any of the proceeds arising from a Taking to a Landlord's

Mortgagee, then Landlord may terminate this Lease by delivering written notice

thereof to Tenant within thirty (30) days after such Taking, and Basic Rent and

Additional Rent shall be apportioned as of the date of such Taking. If Landlord

does not so terminate this Lease, then this Lease will continue, but if any

portion of the Premises has been taken, Rent shall abate as provided in the last

sentence of Section 15(b).

(d) TEMPORARY TAKING. If all or any portion of the Premises becomes

subject to a Taking for a limited period of time, this Lease shall remain in

full force and effect and Tenant shall continue to perform all of the terms,

conditions and covenants of this Lease, including the payment of Basic Rent and

all other amounts required hereunder. If any such temporary Taking terminates

prior to the expiration of the Term, Tenant shall restore the Premises as nearly

as possible to the condition prior to such temporary Taking to the extent of the

award received by Tenant. Landlord shall be entitled to receive the entire award

for any such temporary Taking, except that Tenant shall be entitled to receive

the portion of such award which (1) compensates Tenant for its loss of use of

the Premises within the Term and (2) reimburses Tenant for the reasonable

out-of-pocket costs actually incurred by Tenant to restore the Premises.

(e) AWARD. If any Taking occurs, then Landlord shall receive the

entire award or other compensation for the Land, the Building, and other

improvements taken; however, Tenant may separately pursue a claim (to the extent

it will not reduce Landlord's award) against the condemnor for the value of

Tenant's personal property which Tenant is entitled to remove under this Lease,

moving costs, loss of business, and other claims it may have.

(f) RESTORATION. In the event of any Taking of less than the whole of

the Building which does not result in a termination of this Lease, (1) Landlord,

at its expense but only to the extent of the award actually received by Landlord

pursuant to such Taking (after deducting any reasonable expenses incurred in

connection with such Taking), shall proceed with reasonable diligence to repair,

alter and restore the remaining parts of the affected Building to the extent

practicable, and (2) if requested by either party, Landlord and Tenant shall

promptly execute an amendment to this Lease confirming the deletion from the

Building of the space subject to the Taking.

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16. FIRE OR OTHER CASUALTY.

(a) REPAIR ESTIMATE. If the Premises or the Building are damaged by

fire or other casualty (a "CASUALTY"), Landlord shall, within seventy-five (75)

days after such Casualty, deliver to Tenant a good faith estimate (the "DAMAGE

NOTICE") of the time needed to repair the damage caused by such Casualty.

(b) TENANT'S RIGHTS. If a material portion of the Premises is damaged

by Casualty such that Tenant is prevented from conducting its business in the

Premises in a manner reasonably comparable to that conducted immediately before

such Casualty and Landlord estimates that the damage caused thereby cannot be

repaired within two hundred ten (210) days after the commencement of repairs

(the "REPAIR PERIOD"), then Tenant may terminate this Lease by delivering

written notice to Landlord of its election to terminate within thirty (30) days

after the Damage Notice has been delivered to Tenant. If the Building is

materially damaged by fire or other casualty during the last twelve (12) months

of the Term and Tenant has not exercised its Term extension rights under this

Lease, then Tenant shall have the right, exercisable by notice to Landlord

delivered within thirty (30) days after the date of such fire or other casualty,

to terminate this Lease, effective as of the later of date of delivery of such

notice or the date Tenant vacates and surrenders the Premises in accordance with

the provisions of this Lease.

(c) LANDLORD'S RIGHTS. If a Casualty damages the Premises or a

material portion of the Building and (1) Landlord estimates that the damage to

the Premises cannot be repaired within the Repair Period, (2) the damage to the

Premises exceeds 50% of the replacement cost thereof (excluding foundations and

footings), as estimated by Landlord, and such damage occurs during the last two

years of the Term, (3) regardless of the extent of damage to the Premises, the

damage is not fully covered by Landlord's insurance policies or Landlord makes a

good faith determination that restoring the Building would be uneconomical, or

(4) Landlord is required to pay any insurance proceeds arising out of the

Casualty to a Landlord's Mortgagee, then Landlord may terminate this Lease by

giving written notice of its election to terminate within 30 days after the

Damage Notice has been delivered to Tenant.

(d) REPAIR OBLIGATION. If neither party elects to terminate this Lease

following a Casualty, then Landlord shall, within a reasonable time after such

Casualty, begin to repair the Premises and shall proceed with reasonable

diligence to restore the Premises to substantially the same condition as they

existed immediately before such Casualty; however, Landlord shall not be

required to repair or replace any alterations or betterments within the Premises

or any furniture, equipment, trade fixtures or personal property of Tenant or

others in the Premises or the Building, and Landlord's obligation to repair or

restore the Premises shall be limited to the extent of the insurance proceeds

actually received by Landlord for the Casualty in question. If this Lease is

terminated under the provisions of this Section 16, Landlord shall be entitled

to the full proceeds of the insurance policies providing coverage for all

alterations, improvements and betterments in the Premises. If Landlord does not

complete the restoration of the Premises within sixty (60) days after the time

period estimated by Landlord to repair the damage caused by such Casualty as

specified in the Damage Notice, as the same may be extended by force majeure or

delays caused by a Tenant Party, Tenant may terminate this Lease by delivering

written notice to Landlord and Landlord's Mortgagee within ten (10) days

following the expiration of such 60-day period (as the same may be extended as

set forth above) and prior to the date upon which Landlord substantially

completes such restoration. Such termination shall be effective as of the date

specified in Tenant's termination notice (but not earlier than thirty (30) days

nor later than ninety (90) days after the date of such notice) as if such date

were the date fixed for the expiration of the Term. If Tenant fails to timely

give such termination notice, Tenant shall be deemed to have waived its right to

terminate this Lease, time being of the essence with respect thereto.

Notwithstanding the foregoing, if upon the receipt of Tenant's written election

to terminate this Lease as provided in this Section 16(d), Landlord reasonably

believes it can complete the restoration of the Premises within thirty (30) days

following the receipt of such notice, Landlord may, in its sole discretion,

elect to proceed with such restoration and, provided Landlord substantially

completes such restoration within such 30-day period, Tenant's election to

terminate shall be null and void.

(e) ABATEMENT OF RENT. If the Premises are damaged by Casualty, Rent

for the portion of the Premises rendered untenantable by the damage shall be

abated on a reasonable basis from the date of damage until the completion of

Landlord's repairs (or until the date of termination of this Lease by Landlord

or Tenant as provided above, as the case may be), unless a Tenant Party caused

such damage, in which case, Tenant shall continue to pay Rent without abatement.

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17. PERSONAL PROPERTY TAXES. Tenant shall be liable for all taxes levied or

assessed against personal property, furniture, or fixtures placed by Tenant in

the Premises or in or on the Building or Project. If any taxes for which Tenant

is liable are levied or assessed against Landlord or Landlord's property and

Landlord elects to pay the same, or if the assessed value of Landlord's property

is increased by inclusion of such personal property, furniture or fixtures and

Landlord elects to pay the taxes based on such increase, then Tenant shall pay

to Landlord, within 30 days following written request therefor, the part of such

taxes for which Tenant is primarily liable hereunder; however, Landlord shall

not pay such amount if Tenant notifies Landlord that it will contest the

validity or amount of such taxes before Landlord makes such payment, and

thereafter diligently proceeds with such contest in accordance with Law and if

the non-payment thereof does not pose a threat of loss or seizure of the Project

or interest of Landlord therein or impose any fee or penalty against Landlord.

18. EVENTS OF DEFAULT. Each of the following occurrences shall be an "EVENT

OF DEFAULT":

(a) PAYMENT DEFAULT. Tenant's failure to pay Rent within five (5) days

after Landlord has delivered written notice to Tenant that the same is past due;

however, an Event of Default shall occur hereunder without any obligation of

Landlord to give any notice if Tenant fails to pay Rent when due and, during the

12 month interval preceding such failure, Landlord has given Tenant written

notice of failure to pay Rent on two (2) occasions;

(b) Intentionally Omitted

(c) ESTOPPEL. Tenant fails to provide any estoppel certificate after

Landlord's written request therefor pursuant to Section 26(e) and such failure

shall continue for five (5) days after Landlord's second written notice thereof

to Tenant;

(d) INSURANCE. Tenant fails to procure, maintain and deliver to

Landlord evidence of the insurance policies and coverages as required under

Section 12(a), and such failure shall continue for five (5) days after

Landlord's written notice thereof to Tenant;

(e) MECHANIC'S LIENS. Tenant fails to pay and release of record, or

diligently contest and bond around, any mechanic's lien filed against the

Premises or the Project for any work performed, materials furnished, or

obligation incurred by or at the request of Tenant, within the time and in the

manner required by Section 8(d);

(f) OTHER DEFAULTS. Tenant's failure to perform, comply with, or

observe any other agreement or obligation of Tenant under this Lease and the

continuance of such failure for a period of more than thirty (30) days after

Landlord has delivered to Tenant written notice thereof; however, if such

failure cannot be cured within such 30-day period (thus excluding, for example,

Tenant's obligation to provide Landlord evidence of Tenant's insurance coverage)

and Tenant commences to cure such failure within such 30-day period and

thereafter diligently pursues such cure to completion, then such failure shall

not be an Event of Default unless it is not fully cured within an additional

sixty (60) days after the expiration of the 30-day period; and

(g) INSOLVENCY. The filing of a petition by or against Tenant (the

term "TENANT" shall include, for the purpose of this Section 18(g), any

guarantor of Tenant's obligations hereunder) (1) in any bankruptcy or other

insolvency proceeding; (2) seeking any relief under any state or federal debtor

relief law; (3) for the appointment of a liquidator or receiver for all or

substantially all of Tenant's property or for Tenant's interest in this Lease;

(4) for the reorganization or modification of Tenant's capital structure; or (5)

in any assignment for the benefit of creditors proceeding; however, if such a

petition is filed against Tenant, then such filing shall not be an Event of

Default unless Tenant fails to have the proceedings initiated by such petition

dismissed within 90 days after the filing thereof.

19. REMEDIES. Upon any Event of Default, Landlord may, in addition to all

other rights and remedies afforded Landlord hereunder or by law or equity, take

any one or more of the following actions:

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(a) TERMINATION OF LEASE. Terminate this Lease by giving Tenant

written notice thereof, in which event Tenant shall pay to Landlord the sum of

(1) all Rent accrued hereunder through the date of termination, (2) all amounts

due under Section 20(a), and (3) an amount equal to (A) the total Rent that

Tenant would have been required to pay for the remainder of the Term plus

Landlord's estimate of aggregate expenses of reletting the Premises, minus (B)

the then present fair rental value of the Premises for such period, similarly

discounted;

(b) TERMINATION OF POSSESSION. Terminate Tenant's right to possess the

Premises without terminating this Lease by giving written notice thereof to

Tenant, in which event Tenant shall pay to Landlord (1) all Rent and other

amounts accrued hereunder to the date of termination of possession, (2) all

amounts due from time to time under Section 20(a), and (3) all Rent and other

net sums required hereunder to be paid by Tenant during the remainder of the

Term, diminished by any net sums thereafter received by Landlord through

reletting the Premises during such period, after deducting all costs incurred by

Landlord in reletting the Premises. If Landlord elects to proceed under this

Section 19(b), Landlord may remove all of Tenant's property from the Premises

and store the same in a public warehouse or elsewhere at the cost of, and for

the account of, Tenant, without becoming liable for any loss or damage which may

be occasioned thereby. Landlord shall use reasonable efforts to relet the

Premises on such terms as Landlord in its sole discretion may determine

(including a term different from the Term, rental concessions, and alterations

to, and improvement of, the Premises); however, Landlord shall not be obligated

to relet the Premises before leasing other portions of the Building and Landlord

shall not be obligated to accept any prospective tenant proposed by Tenant

unless such proposed tenant meets all of Landlord's leasing criteria. Landlord

shall not be liable for, nor shall Tenant's obligations hereunder be diminished

because of, Landlord's failure to relet the Premises or to collect rent due for

such reletting. Tenant shall not be entitled to the excess of any consideration

obtained by reletting over the Rent due hereunder. Reentry by Landlord in the

Premises shall not affect Tenant's obligations hereunder for the unexpired Term;

rather, Landlord may, from time to time, bring an action against Tenant to

collect amounts due by Tenant, without the necessity of Landlord's waiting until

the expiration of the Term. Unless Landlord delivers written notice to Tenant

expressly stating that it has elected to terminate this Lease, all actions taken

by Landlord to dispossess or exclude Tenant from the Premises shall be deemed to

be taken under this Section 19(b). If Landlord elects to proceed under this

Section 19(b), it may at any time elect to terminate this Lease under Section

19(a); provided, however, in no event shall Tenant be required to pay any sums

due under this Lease for any given period more than once; or

(c) PERFORM ACTS ON BEHALF OF TENANT. Perform any act Tenant is

obligated to perform under the terms of this Lease (and enter upon the Premises

in connection therewith if necessary) in Tenant's name and on Tenant's behalf,

without being liable for any claim for damages therefor, and Tenant shall

reimburse Landlord on demand for any expenses which Landlord may incur in thus

effecting compliance with Tenant's obligations under this Lease (including, but

not limited to, collection costs and legal expenses), plus interest thereon at

the Default Rate.

20. PAYMENT BY TENANT; NON-WAIVER; CUMULATIVE REMEDIES.

(a) PAYMENT BY TENANT. Upon any Event of Default, Tenant shall pay to

Landlord all costs incurred by Landlord (including court costs and reasonable

attorneys' fees and expenses) in (1) obtaining possession of the Premises, (2)

removing and storing Tenant's or any other occupant's property, (3) repairing,

restoring, altering, remodeling, or otherwise putting the Premises into

condition acceptable to a new tenant, (4) if Tenant is dispossessed of the

Premises and this Lease is not terminated, reletting all or any part of the

Premises (including brokerage commissions, cost of tenant finish work, and other

costs incidental to such reletting), (5) performing Tenant's obligations which

Tenant failed to perform, and (6) enforcing, or advising Landlord of its rights,

remedies, and recourses arising out of the default. To the full extent permitted

by law, Landlord and Tenant agree the federal and state courts of the state in

which the Premises are located shall have exclusive jurisdiction over any matter

relating to or arising from this Lease and the parties' rights and obligations

under this Lease.

(b) NO WAIVER. Landlord's acceptance of Rent following an Event of

Default shall not waive Landlord's rights regarding such Event of Default. No

waiver by Landlord of any violation or breach of any of the terms contained

herein shall waive Landlord's rights regarding any future violation of such

term. Landlord's acceptance of any partial payment of Rent shall not waive

Landlord's rights with regard to the remaining portion of the Rent that is due,

regardless of any endorsement or other statement on any instrument delivered in

payment of

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Rent or any writing delivered in connection therewith; accordingly, Landlord's

acceptance of a partial payment of Rent shall not constitute an accord and

satisfaction of the full amount of the Rent that is due.

(c) CUMULATIVE REMEDIES. Any and all remedies set forth in this Lease:

(1) shall be in addition to any and all other remedies Landlord may have at law

or in equity, (2) shall be cumulative, and (3) may be pursued successively or

concurrently as Landlord may elect. The exercise of any remedy by Landlord shall

not be deemed an election of remedies or preclude Landlord from exercising any

other remedies in the future. Additionally, Tenant shall defend, indemnify and

hold harmless Landlord, Landlord's Mortgagee and their respective

representatives and agents from and against all claims, demands, liabilities,

causes of action, suits, judgments, damages and expenses (including reasonable

attorneys' fees) arising from Tenant's failure to perform its obligations under

this Lease.

21. INTENTIONALLY OMITTED.

22. SURRENDER OF PREMISES. No act by Landlord shall be deemed an acceptance

of a surrender of the Premises, and no agreement to accept a surrender of the

Premises shall be valid unless it is in writing and signed by Landlord. At the

expiration or termination of this Lease, Tenant shall deliver to Landlord the

Premises with all improvements located therein in good repair and condition,

free of Hazardous Materials placed on the Premises during the Term, broom-clean,

reasonable wear and tear (and condemnation and Casualty damage not caused by

Tenant, as to which Sections 15 and 16 shall control) excepted, and shall

deliver to Landlord all keys to the Premises. Provided that Tenant has performed

all of its obligations hereunder, Tenant may remove all unattached trade

fixtures, furniture, and personal property placed in the Premises or elsewhere

in the Building by Tenant (but Tenant may not remove any such item which was

paid for, in whole or in part, by Landlord or any wiring or cabling unless

Landlord requires such removal). All alterations, additions or improvements made

in or upon the Premises shall, at Landlord's option, (to be exercised pursuant

to following sentence), either be removed by Tenant prior to the end of the Term

(and Tenant shall repair all damage caused thereby), or shall remain in the

Premises at the end of the Term without compensation to Tenant. In connection

with Landlord's review and approval of any of Tenant's proposed alterations,

additions or improvements to the Premises, Landlord may notify Tenant in

writing, contemporaneously with Landlord's notice of approval to Tenant with

respect to the improvements in question, that Landlord will require Tenant to

remove such alterations prior to the expiration of the Term; however, if Tenant

submits plans and specifications to Landlord for proposed alterations, additions

or improvements to the Premises and delivers a Removal Notice (defined below) to

Landlord contemporaneously with such submission by Tenant, and Landlord fails to

notify Tenant that Tenant will be required to remove such alterations, additions

or improvements to the Premises at the expiration of the Term, Landlord may not

request such removal at the expiration of the Term. A "Removal Notice" means a

written notice from Tenant to Landlord that conspicuously states in bold,

uppercase typeface that Tenant will not be required to remove the alterations,

additions or improvements in question at the end of the Term unless,

contemporaneously with Landlord's notice of approval to Tenant with respect to

the improvements in question, Landlord notifies Tenant in writing that Landlord

will require Tenant to remove such alterations prior to the expiration of the

Term. Notwithstanding the foregoing, if Tenant does not obtain Landlord's prior

written consent for any alterations, additions or improvements to the Premises

(whether such approval is required hereunder or otherwise), Tenant shall, at

Landlord's written request, remove all such alterations, additions,

improvements, trade fixtures, personal property, equipment, wiring, conduits,

cabling, and furniture (including Tenant's Off-Premises Equipment) as Landlord

may request; however, Tenant shall not be required to remove any addition or

improvement to the Premises or the Project if Landlord has specifically agreed

in writing that the improvement or addition in question need not be removed.

Tenant shall repair all damage caused by such removal. Notwithstanding the

foregoing, Landlord hereby acknowledges that Landlord will not require the

removal or restoration of the improvements set forth on the Space Plans attached

hereto as Exhibit D-1 at the expiration of the Term provided Tenant has complied

with its maintenance and repair obligations under this Lease. All items not so

removed shall, at Landlord's option, be deemed to have been abandoned by Tenant

and may be appropriated, sold, stored, destroyed, or otherwise disposed of by

Landlord without notice to Tenant and without any obligation to account for such

items. The provisions of this Section 22 shall survive the end of the Term.

23. HOLDING OVER. If Tenant fails to vacate the Premises at the end of the

Term, then Tenant shall be a tenant at sufferance and, in addition to all other

damages and remedies to which Landlord may be entitled for such holding over,

(a) Tenant shall pay, in addition to the other Rent, Basic Rent equal to 150% of

the Rent payable during the last month of the Term, and (b) Tenant shall

otherwise continue to be subject to all of Tenant's

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obligations under this Lease. The provisions of this Section 23 shall not be

deemed to limit or constitute a waiver of any other rights or remedies of

Landlord provided herein or at law. If Tenant fails to surrender the Premises

within thirty (30) days after the termination or expiration of this Lease, in

addition to any other liabilities to Landlord accruing therefrom, Tenant shall

protect, defend, indemnify and hold Landlord harmless from all loss, costs

(including reasonable attorneys' fees) and liability resulting from such

failure, including any claims made by any succeeding tenant founded upon such

failure to surrender, and any lost profits to Landlord resulting therefrom.

24. CERTAIN RIGHTS RESERVED BY LANDLORD. Provided that the exercise of such

rights does not unreasonably interfere with Tenant's occupancy of the Premises,

Landlord shall have the following rights:

(a) BUILDING OPERATIONS. Upon twenty-four (24) hours prior written or

verbal notice to Tenant's Office Manager at the Premises, and with respect to

the performance of Landlord's obligations under this Lease, to make inspections,

repairs, alterations, additions, changes, or improvements in and about the

Project, or any part thereof, to enter upon the Premises (after giving Tenant

reasonable notice thereof, which may be oral notice, except in cases of real or

apparent emergency, in which case no notice shall be required) and, during the

continuance of any such work, to temporarily close doors, entryways, public

space, and corridors in the Building; and to interrupt or temporarily suspend

Building services and facilities during Landlord's diligent performance of its

obligations under this Lease provided Tenant shall be able to access the

Building;

(b) SECURITY. To take such reasonable measures as Landlord deems

advisable for the security of the Building and its occupants; evacuating the

Building for cause, suspected cause, or for drill purposes; temporarily denying

access to the Building; and closing the Building after normal business hours and

on Sundays and holidays, subject, however, to Tenant's right to enter when the

Building is closed after normal business hours under such reasonable regulations

as Landlord may prescribe from time to time;

(c) PROSPECTIVE PURCHASERS AND LENDERS. Upon twenty-four (24) hours

prior written or verbal notice to Tenant's Office Manager at the Premises, to

enter the Premises at all reasonable hours to show the Premises to prospective

purchasers or lenders; and

(d) PROSPECTIVE TENANTS. At any time during the last nine (9) months

of the Term (or earlier if Tenant has notified Landlord in writing that it does

not desire to renew the Term) or at any time following the occurrence of an

Event of Default, and in each case upon twenty-four (24) hours prior written or

verbal notice to Tenant's Office Manager at the Premises, to enter the Premises

at all reasonable hours to show the Premises to prospective tenants.

25. INTENTIONALLY OMITTED.

26. MISCELLANEOUS.

(a) LANDLORD TRANSFER. Landlord may transfer any portion of the

Project and any of its rights under this Lease. If Landlord assigns its rights

under this Lease, then Landlord shall thereby be released from any further

obligations hereunder arising after the date of transfer, provided that the

assignee assumes in writing Landlord's obligations hereunder arising from and

after the transfer date.

(b) LANDLORD'S LIABILITY. The liability of Landlord (and its partners,

shareholders or members) to Tenant (or any person or entity claiming by, through

or under Tenant) for any default by Landlord under the terms of this Lease or

any matter relating to or arising out of the occupancy or use of the Premises

and/or other areas of the Building shall be limited to Tenant's actual direct,

but not consequential, damages therefor and shall be recoverable only from the

interest of Landlord in the Premises, net proceeds derived from the sale

thereof, and, to the extent actually received by Landlord (thus excluding

amounts paid to Landlord's Mortgagees), insurance proceeds and condemnation

awards, and Landlord (and its partners, shareholders or members) shall not be

personally liable for any deficiency.

(c) FORCE MAJEURE. Other than for Landlord's or Tenant's obligations

under this Lease that can be performed by the payment of money (e.g., payment of

Rent and maintenance of insurance), whenever a

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period of time is herein prescribed for action to be taken by either party

hereto, such party shall not be liable or responsible for, and there shall be

excluded from the computation of any such period of time, any delays due to

strikes, riots, acts of God, shortages of labor or materials, war, terrorist

acts or activities, governmental laws, regulations, or restrictions, or any

other causes of any kind whatsoever which are beyond the control of such party.

(d) BROKERAGE. Neither Landlord nor Tenant has dealt with any broker

or agent in connection with the negotiation or execution of this Lease, other

than Cushman & Wakefield of Massachusetts, Inc. and Richards Barry Joyce &

Partners, each of whose commission shall be paid by Landlord pursuant to a

separate written agreement. Except as set forth in the immediately preceding

sentence, Tenant and Landlord shall each indemnify the other against all costs,

expenses, attorneys' fees, liens and other liability for commissions or other

compensation claimed by any broker or agent claiming the same by, through, or

under the indemnifying party.

(e) ESTOPPEL CERTIFICATES. From time to time, Tenant shall furnish to

any party designated by Landlord, within fifteen (15) days after Landlord has

made a written request therefor, a certificate signed by Tenant confirming and

containing such factual certifications and representations as to this Lease as

Landlord may reasonably request. Unless otherwise required by Landlord's

Mortgagee or a prospective purchaser or mortgagee of the Project, the initial

form of estoppel certificate to be signed by Tenant is attached hereto as

Exhibit F. If Tenant does not deliver to Landlord the certificate signed by

Tenant within such required time period, Landlord, Landlord's Mortgagee and any

prospective purchaser or mortgagee, may conclusively presume and rely upon the

following facts: (1) this Lease is in full force and effect: (2) the terms and

provisions of this Lease have not been changed except as otherwise represented

by Landlord: (3) not more than one monthly installment of Basic Rent and other

charges have been paid in advance: (4) there are no claims against Landlord nor

any defenses or rights of offset against collection of Rent or other charges:

and (5) Landlord is not in default under this Lease. In such event, Tenant shall

be estopped from denying the truth of the presumed facts.

(f) NOTICES. All notices and other communications given pursuant to

this Lease shall be in writing and shall be (1) mailed by first class, United

States Mail, postage prepaid, certified, with return receipt requested, and

addressed to the parties hereto at the address specified in the Basic Lease

Information, (2) hand delivered to the intended addressee, (3) sent by a

nationally recognized overnight courier service, or (4) sent by facsimile

transmission during normal business hours followed by a confirmatory letter sent

in another manner permitted hereunder. All notices shall be effective upon

delivery to the address of the addressee (even if such addressee refuses

delivery thereof). The parties hereto may change their addresses by giving

notice thereof to the other in conformity with this provision.

(g) SEPARABILITY. If any clause or provision of this Lease is illegal,

invalid, or unenforceable under present or future laws, then the remainder of

this Lease shall not be affected thereby and in lieu of such clause or

provision, there shall be added as a part of this Lease a clause or provision as

similar in terms to such illegal, invalid, or unenforceable clause or provision

as may be possible and be legal, val