BAYCORP HOLDINGS LTD
SUBLEASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>b40849bhex10-1.txt
<DESCRIPTION>SUBLEASE AGREEMENT
<TEXT>
<PAGE>

                                    SUBLEASE

                                     BETWEEN

                         119 INTERNATIONAL DRIVE, L.L.C.

                                       AS
                                   "SUBLESSOR"

                                       AND





                             BAYCORP HOLDINGS, LTD.


                                       AS
                                   "SUBLESSEE"

                                  15 RYE STREET

                          SUITE #______________________

                         PORTSMOUTH, NEW HAMPSHIRE 03801

                           DATED AS OF AUGUST 10, 2001


                                       1
<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLE                                                                    PAGE
-------                                                                    ----

<S>                                                                        <C>
RECITALS.................................................................    5
ARTICLE 1.   PREMISES....................................................    7
ARTICLE 2.   CONDITION OF SUBLEASED PREMISES - SUBLESSEE'S IMPROVEMENTS..    9
[ARTICLE 2A. SUBLESSOR'S IMPROVEMENTS....................................    9
ARTICLE 3.   TERM........................................................    9
ARTICLE 4.   BASIC RENT..................................................   10
ARTICLE 5.   IMPOSITIONS.................................................   13
ARTICLE 6.   SURRENDER OF SUBLEASED PREMISES.............................   14
ARTICLE 9.   USE OF SUBLEASED PREMISES...................................   17
ARTICLE 10.  LIENS.......................................................   20
ARTICLE 12.  RIGHT OF SUBLESSOR TO INSPECT AND REPAIR....................   22
ARTICLE 13.  GENERAL INDEMNIFICATION BY SUBLESSEE........................   23
ARTICLE 14.  UTILITIES...................................................   25
ARTICLE 25.  ENVIRONMENTAL PROTECTION....................................   36
ARTICLE 26.  MISCELLANEOUS...............................................   44
ARTICLE 28.        NOTICES...............................................   43
ARTICLE 29.        DISPUTES AND LITIGATION...............................   43
ARTICLE 30.        MISCELLANEOUS.........................................   44
</TABLE>


                                       2
<PAGE>

                              EXHIBITS TO SUBLEASE

Exhibit

   1     -        PRIMARY SUBLEASE

   2     -        APPLICATION AND ACCEPTANCE

   3     -        MASTER LEASE BETWEEN PEASE DEVELOPMENT AUTHORITY
                  AND AIR FORCE

   4     -        FEDERAL FACILITIES AGREEMENT

   5     -        PLANS DESIGNATING THE
                  SUBLEASED PREMISES

   6     -        ALTERATIONS

   7     -        LIST OF ENVIRONMENTAL LAWS AND REGULATIONS

   8     -        CERTIFICATE OF GOOD STANDING

   9     -        FAA REQUIREMENTS

  10     -        SUBORDINATION AND NON-DISTURBANCE AGREEMENT

  11     -        RULES AND REGULATIONS

  12     -        OPERATING EXPENSES

  13     -        CLEANING SPECIFICATIONS


                                       3
<PAGE>

                                    SUBLEASE

     THIS SUBLEASE ("Sublease") is made by and between 119 INTERNATIONAL DRIVE
L.L.C., ("Sublessor") and BAYCORP HOLDINGS, LTD, ("Sublessee"). (Sublessor and
Sublessee may be referred to jointly as the "Parties.")

                 SUMMARY OF BASIC LEASE PROVISIONS AND RECITALS

SUMMARY


BASIC DATA.

         SUBLESSOR:        119 International Drive, L.L.C.
                           c/o CP Management, Inc.
                           Three Mound Court
                           Merrimack, NH   03054

         SUBLESSEE:        BayCorp Holdings, LTD
                           15 Rye Street
                           Portsmouth, NH  03801

         GUARANTOR:        N/A

         BASIC RENT: Eighty Four Thousand, Seven Hundred Sixty Eight and 00/100
         ($84,768.00) Dollars annually; Seven Thousand, Sixty Four and 00/100
         ($7,064.00) Dollars monthly; $16.00 per rentable square foot.


         PREMISES RENTABLE AREA: Approximately 5,298 square feet located on the
         first floor, subject to an agreeable space plan.

         PERMITTED USES:  Office and related uses.

         PRORATA SHARE: Prorata share 9.40% of 56,360 Building square feet.

         INITIAL TERM: Five (5) years with one five (5) year option, commencing
         November 1, 2001.

         SECURITY DEPOSIT:  None.

         MANAGER: CP Management, Inc.

         BUSINESS DAYS: All days except Saturday, Sunday, Federal and State
         Holidays.


                                       4
<PAGE>

         DEFAULT:  See Article 18.

         INITIAL PUBLIC LIABILITY INSURANCE: $2,000,000 minimum Commercial
         General Liability coverage - $1,000,000 in Automobile coverage and
         Worker's Compensation coverage at statutory minimum levels.

         SUBLESSEE'S REMOVABLE PROPERTY: As defined in Section 6.1.

         PARKING: Five spaces per 1,000 rentable square feet. Visitor and
         handicapped parking spaces are so marked.


                                    RECITALS

         A. 119 International Drive, L.L.C. entered into a Sublease dated
December 1, 1999, with the Pease Development Authority ("PDA"), an agency of the
State of New Hampshire established pursuant to RSA ch 12-G for premises located
at the Pease International Tradeport in Portsmouth, New Hampshire described as
follows: The premises shown on a Plan entitled "Subdivision Plan of Land at 119
International Drive at Pease International Tradeport, Portsmouth, New Hampshire"
recorded in the Rockingham Count Registry of Deeds as Plan #D-28059, a copy of
which Sublease is attached hereto as Exhibit 1 (the "Primary Sublease"). The
Primary Sublease is subject and subordinate to all agreements made between PDA
and the United States of America or the United States Air Force including, but
not limited to, the Master Lease, the Application, the Acceptance and the FFA,
all as hereinafter defined.

         B. PDA anticipates acquiring fee title to the portion of the former
Pease Air Force Base hereinafter designate Premises I and Premises II from the
United States of America ("Government or Air Force") by public benefit transfer
(i.e. transfer without consideration) pursuant to the general authority
contained in 49 U.S.C. Sections 47151-47153 and other applicable provisions of
law. (Together, Premises I and Premises II constitute the entirety of the
Airport (the "Airport" or "Pease"). The terms of such acquisition are set forth
in an Amended Application for Public Benefit Transfer executed by PDA
("Application") and accepted by the Air Force on April 14, 1992 (the
"Acceptance"), as the same has been subsequently amended by Amendment No. 1
dated March 24, 1994 and executed June 27, 1997 ("Amendment No. 1"). The Amended
Application was approved December 12, 1995 and confirmed March 18, 1997, and the
Air Force executed an acceptance of the Amended Application on June 26, 1997
("Acceptance II"). The Acceptance and Acceptance II may be referred to
collectively as the "Acceptances". Pending final disposition of the Airport in
accordance with the terms of the Amended Application and Acceptances, PDA and
Air Force have entered into a Lease as of April 14, 1992 for the Airport
District, a Supplement No. 1 thereto dated August 4, 1992, a Supplement No. 2
thereto dated July 15, 1993 and a Supplement No. 3 thereto dated June 27, 1997
(collectively the "Master Lease"). The Subleased Premises


                                       5
<PAGE>

presently located within the Airport District and are located in Premises II.
The Parties acknowledge that the Application, Acceptance and Master Lease impose
certain requirements on Sublessor with respect to subleases which are addressed
in the terms and attached to this Sublease as Exhibit 2 and 3, the terms
Application, Acceptance and Master Lease shall include any amendments to said
documents. The Parties acknowledge that a Federal Facilities Agreement ("FFA")
required under Section 120 of the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et
seg, was entered into by the Air Force, the New Hampshire Department of
Environmental Services ("NHDES") and the United States Environmental Protection
Agency ("EPA") regarding certain contamination at Pease and that FFA also
imposes certain requirements upon Sublessor and Sublessee which are addressed in
the terms and conditions of this Sublease. A copy of the FFA is attached to this
Sublease as Exhibit 4. Unless the context refers specifically to the document
constituting Exhibit 4, the term FFA shall include any amendments to said
document.

         C. Sublessor is 119 International Drive, L.L.C. and is duly organized
and existing under the laws of the State of New Hampshire with a principal place
of business at 2 International Drive, Pease International Tradeport, Portsmouth,
New Hampshire, and is qualified to do business in the State of New Hampshire.

         D. Sublessee BayCorp Holdings, LTD. is duly organized and existing
under the laws of the State of Delaware with a principal place of business at 15
Rye Street, Portsmouth, New Hampshire, and is qualified to do business in the
State of New Hampshire.

         E. Manager: C.P. Management, Inc., 3 Mound Court, Merrimack, NH 03054

         NOW, THEREFORE, in consideration of the covenants herein contained and
other valuable consideration, the receipt of which is hereby acknowledged,
Sublessor and Sublessee hereby agree as follows:


                                       6
<PAGE>

ARTICLE 1.

PREMISES

1.1.     Description of Subleased Premises

         Sublessor, for and in consideration of the rents and covenants herein
specified to be paid and performed by Sublessee, hereby leases to Sublessee, and
Sublessee hereby hires from Sublessor, the premises described generally below
and more particularly on the plans attached as Exhibit 5 (the "Subleased
Premises" or the "Premises"): consisting of approximately 5,298 square feet as
adjusted by the final as built of square footage of the lease premises and
located at 15 Rye Street, Portsmouth, New Hampshire.


                  Excluded from the Subleased Premises are property or other
                  rights obtained by a utility supplier from PDA pursuant to a
                  sublease or other agreement in connection with the provision
                  of utility lines and or utility services at the Airport.

         Appurtenant Rights and Reservations. (a) Sublessee shall have, as
appurtenant to the Premises, the non-exclusive right to use, and permit its
invitees to use in common with others, public or common lobbies, hallways, and
common walkways necessary for access to the Building, and if the portion of the
Premises on any floor includes less than the entire floor, the common toilets,
corridors and elevator lobby of such floor; but Sublessee shall have no other
appurtenant rights and all such rights shall always be subject to reasonable
rules and regulations from time to time established by Sublessor pursuant to
Section 30.9 and to the right of Sublessor to designate and change from time to
time areas and facilities so to be used.

         (b) Excepted and excluded from the Premises are the ceiling, floor,
perimeter walls and exterior windows, except the inner surfaces thereof, but the
entry doors (and related glass and finish work) to the Premises are a part
thereof; and Sublessee agrees that Sublessor shall have the right to place in
the Premises (but in such manner as to reduce to a minimum interference with
Sublessee's use of the Premises) interior storm windows, subcontrol devices (by
way of illustration, an electric sub panel, etc.), utility lines, pipes,
equipment and the like, in, over and upon the Premises. Sublessee shall install
and maintain, as Sublessor may require, proper access panels in any hung
ceilings or walls as may be installed by Sublessee in the Premises to afford
access to any facilities above the ceiling or within or behind the walls.


                                       7
<PAGE>

1.2.     Easements - Rights-of-Way

         This Sublease is subject to (i) existing easements and rights-of-way of
record, (ii) the Utility Sublease and License Agreement dated July 31, 1992 by
and between PDA and Public Service Company of New Hampshire ("PSNH"), (iii) the
utility Sublease and License Agreement dated May 10, 1995 by PDA and New England
Telephone and Telegraph Company ("NETEL"), (iv) the Wastewater Disposal and
Water Service Facilities Sublease and License Agreement dated as of January 1,
1993 and amended July 1, 1998 by and between PDA and the City of Portsmouth
("COP") and (v) the Pipeline Easement and Transfer Agreement dated August 12,
1998 by and between PDA, Portland Natural Gas Transmission System and Maritime &
Northeast Pipeline, L.L.C. and such other agreements as PDA shall reasonably
require for the provision of utilities and the operation, maintenance and repair
of the Airport.

         The Government reserves for the use and benefit of the public, an
avigation easement and a right of way for the free and unobstructed passage of
aircraft in the airspace above the surface of the Airport, together with the
right to cause in such airspace such sound, vibrations, fumes, dust, fuel
particles, and all other effects as may be caused by the operation of aircraft,
now known or hereafter used, for the navigation through or flight in the said
airspace, and for use of said airspace for landing on, taking off from, or
operating on the Airport.

1.3.     Access

         Sublessee shall have in common with other Airport tenants and
authorized Airport users the right to use the entrances, exits and roadways
designated by PDA for common use at the Airport, subordinate, however, to PDA's
rights to manage the common areas and roadways, which rights of PDA shall
include, without limitation, the right to impose reasonable rules and
regulations, and to add, delete, alter, or otherwise modify the designation and
use of all parking areas, entrances, exits, roadways and other areas of the
Airport.

         The rights of Sublessee under this Section 1.3 shall be subordinate to
PDA's rights, to manage the common areas and roadways which rights shall
include, without limitation, the right to impose reasonable rules and
regulations relating to use of the common reas and roadways and the right to
add, delete, alter or otherwise modify the designation and use of all parking
areas, entrances, exits, roadways and other areas of the Airport, provided,
however, that during the term of this Sublease, Sublessee shall have reasonable
access the Premises.


                                       8
<PAGE>

ARTICLE 2.

CONDITION OF SUBLEASED PREMISES

2.1. The Sublessor is presently constructing the building comprising the
subleased premises with an expected completion date of November 1, 2001. As of
August 6, 2001, the parties hereto shall have agreed upon the specifications of
the Sublessee's fit up improvements, including such amounts as shall be credited
towards the Sublessee's fit up allowance, all in connection with the subleased
premises. The Sublessor warrants that all permits and approvals necessary to the
construction of the building have been obtained and that certificates of
occupancy shall be obtained prior to the Sublessee occupancy of the subleased
premises.

2.2. Sublessor agrees to an allowance of $23.94 per rentable square foot, or
$126,806.00, for Sublessee improvements to the premises. If the actual fit-up
improvements cost is greater than $23.94 per rentable square foot, then the
difference shall be paid by Sublessee prior to the commencement of the
construction.

2.3. Sublessee hereby acknowledges and agrees to accept the Premises on the
Commencement Date in its then "as is" condition without representation or
warranty of Sublessor of any kind, either express or implied. Sublessor hereby
extends to the Sublessee the benefit of any warranties given by any contractor
or subcontractor of the Sublessor, as shall pertain to the subleased premises.

2.4. Sublessee acknowledges to the extent it performs any Alterations (as
defined in Section 10.1) or other improvements at the Subleased Premises, it
will be responsible for assuring that such Alterations or other improvements
comply with Article 10 and PDA Land Use Controls, as hereinafter defined, and
for obtaining any required building permits or certificates of occupancy with
respect to such Alterations or other improvements.

ARTICLE 3.

TERM

3.1. This Sublease shall be for a base term of five (5) year(s) ("Base Term")
which term shall commence upon November 1, 2001, (Term Commencement Date") and
shall expire at midnight on the day which is five (5) year(s) from the Term
Commencement Date, unless terminated earlier or extended in accordance with the
provisions of this Sublease. Sublessee shall have up to one (1) five (5) year
option(s) exercisable by it at its sole discretion, which options, if exercised,
shall extend the Base Term for an additional five (5) year period, except as
otherwise provided in Section 3.2.


                                       9
<PAGE>

3.2. As a condition precedent to the exercise by Sublessee of any of its options
to extend the term of this Sublease, Sublessee shall give a written notice
("Option Notice") to Sublessor of its exercise of each such option at least
twelve (12) months prior to the end of the Base Term or any applicable Extension
Period.

3.3. The options to extend the term hereby granted may not be exercised at any
time during which Sublessee has subleased a portion or all of the premises or if
Sublessee is in default under any of the terms of this Sublease.

3.4. Unless the context clearly indicates otherwise when used in this Sublease
the phrase "term of this Sublease" shall mean the Base Term plus any duly
exercised allowable extensions thereof.

3.5. In the event the Primary Sublease is terminated for any reason whatsoever,
this Sublease will automatically terminate on that same date.


ARTICLE 4.

BASIC RENT

4.1.     The basic annual rent shall be as follows:

         $84,768.00 ANNUALLY;          $7,064.00 MONTHLY;           $16.00 PSF.

4.2      Security Deposit    Intentionally omitted.


4.3. Basic Rent due under Section 4.1 shall commence upon the Term Commencement
Date. The annual Basic Rent shall be payable in each case in equal monthly
installments of one twelfth thereof in advance on the first day of each month
without offset in lawful money of the United States at the office of Sublessor
at the Airport or at such other address as Sublessor may hereafter designate. In
addition, Sublessee agrees to pay when due, such other amounts that may be
required to be paid as additional rent. Sublessee's rent obligation for any
fractional portion of a calendar month at the beginning or end of the term of
this Sublease shall be a similar fraction of the rental due for an entire month.

4.4. As of each Adjustment Date (as hereinafter defined), the Basic Rent shall
be adjusted as provided in Section 4.4 to reflect changes in the Consumer Price
Index for All Urban Consumers applicable to the Boston area (all items 1982 -
1984 = 100) published by the United States Department of Labor, Bureau of Labor
Statistics (the "Index").]

          On the first day following the expiration of the first year of the
term of this Sublease and on the first day of each subsequent year (individually
an "Adjustment Date"


                                       10
<PAGE>

and collectively the "Adjustment Dates"), Basic Rent shall be subject to
adjustment for the remainder of the term of this Sublease as follows:

                  (1) For the first annual adjustment (commencing on the first
         day following the expiration of the first year of the term of this
         Sublease), the basis for computing such adjustment shall be the Index
         most recently published prior to the beginning of the first year of the
         term ("Beginning Index"). If the Index most recently published prior to
         the first Adjustment Date ("Extension Index") has increased over the
         Beginning Index, the Basic Rent for the one-year period commencing as
         of such first Adjustment Date shall be the result obtained by
         multiplying the annual Basic Rent in effect on the day of the
         Adjustment Date (i.e. the annual rental for year one by a fraction, the
         numerator of which is the Extension Index and the denominator of which
         is the Beginning Index.

                  (2) For all subsequent annual adjustments, the rent shall be
         adjusted in the same manner as that for the first annual adjustment
         provided; however, that the rental base shall be the rental in effect
         just prior to the then applicable Adjustment Date, the Extension Index
         for the preceding period shall be the Beginning Index and the Extension
         Index shall be the index most recently published prior to the then
         applicable Adjustment Date. On each Adjustment Date, the Parties shall
         execute an acknowledgment reflecting the new rent. Failure to execute
         such an acknowledgment shall not affect either the validity of this
         Sublease or the effective date of any adjustment to the rent hereunder.

                  (3) If for any Adjustment Date the Index most recently
         published following the Adjustment Date has not increased over, or has
         decreased from, the Beginning Index for that period, no escalation in
         rent shall be required on that Adjustment Date, and the rent shall
         remain at its then current rate until the next Adjustment Date.

         If the Index is changed in any manner, including without limitation, a
change in the base year, the Index shall be converted in accordance with the
conversion factor published by the United States Department of Labor, Bureau of
Labor Statistics. If the Index is discontinued or revised during the term of
this Sublease, such other government index or computation with which it is
replaced shall be used in order to obtain substantially the same result as would
be obtained if the Index had not been discontinued or revised. If the Parties
shall be unable to agree upon a successor index, the Parties shall refer the
choice of a successor index to arbitration in accordance with the rules of the
American Arbitration Association.

4.5. OPERATING EXPENSES

4.5 ADDITIONAL RENT. Sublessee agrees to pay to Sublessor as Additional Rent the
Operating Expenses, Utility Expenses and Taxes as defined in this Section 4.5.


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<PAGE>

4.5.1 Definitions. For the purpose of this Article, the following terms shall
have the following respective meanings:

         (i)      Operating Year: Each calendar year in which any part of the
                  Term of this Sublease shall fall.

         (ii)     Operating Expenses: The aggregate costs or expenses reasonably
                  incurred by Sublessor with respect to the operation,
                  administration, insuring, cleaning, repair, maintenance and
                  management of the Property (but specifically excluding Utility
                  Expenses) all as set forth in Exhibit 12 annexed hereto,
                  provided that, if during any portion of the Operating Year for
                  which Operating Expenses are be computed, less than all of the
                  Premises Rentable Area was occupied by Sublessee or if
                  Sublessor is not supplying all sublessees with the services
                  being supplied hereunder, actual Operating Expenses incurred
                  shall be reasonably extrapolated by Sublessor on an item by
                  item basis to the estimated Operating Expenses that would have
                  been incurred if the Premises were fully occupied for such
                  Year and such services were being supplied to all sublessees,
                  and such extrapolated amount shall, for the purposes hereof,
                  be deemed to be the Operating Expenses for such Year.

         (iii)    Utility Expenses: The aggregate costs or expenses reasonably
                  incurred by Sublessor with respect to supplying electricity
                  (other than electricity supplied to those portions of the
                  Premises leased to sublessees), oil, steam, gas, water and
                  sewer and other utilities supplied to the Property and not
                  paid for directly by sublessees, provided that, if during any
                  portion of the Operating Year for which Utility Expenses are
                  be computed, less than all Building Rentable Area was occupied
                  by sublessees or if Sublessor is not supplying all sublessees
                  with the utilities being supplied hereunder, actual utility
                  expenses incurred shall be reasonably extrapolated by
                  Sublessor on an item by item basis to the estimated Utility
                  Expenses that would have been incurred if the Premises were
                  fully occupied for such Year and such utilities were being
                  supplied to all sublessees, and such extrapolated amount
                  shall, for the purposes hereof, be deemed to be the Utility
                  Expenses for such Year.

         (iv)     Taxes: "Taxes" shall mean all real estate taxes, special
                  assessments and betterment assessments assessed with respect
                  to the Premises for any Tax Year.

4.5.2 Sublessee's Payments. Sublessee shall pay as Additional Rent to Sublessor
in accordance with the schedule set forth in Section 4.5.3 during the Initial
Term hereof and on the same schedule applicable to Base Rent under Section 4.3,
an amount equal to the total amount of Sublessor's Operating Expenses, Utility
Expenses and Taxes or each Operating Year Multiplied by the Sublessee's Pro Rata
Share.


                                       12
<PAGE>

4.5.3    Estimated Expenses.

         (a)      Estimated Expense Payments. Sublessor shall present prior to
                  the beginning of each calendar year during the term of this
                  Sublease, a reasonable estimation of Sublessor's Pro Rata
                  Share of Operating Expenses, Utility Expenses and Taxes
                  allocable to the Subleased Premises; Sublessee shall pay in
                  each ensuing calendar month one-twelfth (1/12) of the amount
                  of such Sublessor's estimated expenses allocable to the
                  Subleased Premises. A final reconciliation shall be made by
                  Sublessor at the end of each calendar year by applying the
                  amount of such interim payments to the amounts otherwise due
                  upon presentation of the annual statement rendered to
                  Sublessee on or before March 31st of each Operating Year.

         (b)      Records. Sublessor agrees to keep in its principal office true
                  and accurate records of such Operating Expenses. Sublessee
                  shall have the right for a period of six months following
                  receipt of any statement rendered under Section 4.5.3 (a) to
                  examine the records on which such statement is based. In the
                  event of any dispute with respect to any amount due under
                  either Section 4.5, either party may refer to the dispute to
                  arbitration pursuant to Article 29 hereof.

4.6.     RENT DURING OPTION PERIOD

         In the event that the Sublessee shall exercise its option to renew for
an additional five (5) year period, the annual rent during that period shall be
at the then fair market rent amount for comparable office buildings in the
Portsmouth area or the basic rent charged during the fifth year of the lease
shall determine the first years option period rent; whichever is greater.

         In addition, the basic rent shall be adjusted during the option period
in the same manner as adjusted during the initial term of the lease, as provided
above. All other additional rent shall also be paid, as provided in Section 4.5
above.



ARTICLE 5

IMPOSITIONS

5.1. During the term of this Sublease, Sublessor shall pay when due, all taxes,
charges,


                                       13
<PAGE>

excises, license and permit fees, assessments, and other governmental charges,
general and special, ordinary and extraordinary, unforeseen, as well as
foreseen, of any kind and nature whatsoever, which during the term of this
Sublease are assessed or imposed upon or become due and payable or a lien upon
the land and buildings of which the Subleased Premises are a part.

5.2. Abatement. If Sublessor shall receive any tax refund or reimbursement of
Taxes or sum in lieu thereof with respect to any Tax Year which is not due to
vacancies in the Building, then out of any balance remaining thereof after
deducting Sublessor's expenses reasonably incurred in obtaining such refund,
Sublessor shall, provided there does not then exist a Default of Sublessee,
credit an amount equal to such refund or reimbursement or sum in lieu thereof
(exclusive of any interest) multiplied by the Sublessee's Prorata Share against
the obligations of Sublessee next falling due under this Article V; provided,
that in no event shall Sublessee be entitled to receive a credit equal to more
than the payments made by Sublessee on account of Taxes for such Year pursuant
to paragraph (b) of Section 5.2 or to receive any payments or abatements of
Basic Rent if Taxes for any Tax Year are less than Base Taxes or if Base Taxes
are abated.

ARTICLE 6.

SURRENDER OF SUBLEASED PREMISES

6.1. On the expiration or termination of this Sublease, Sublessee shall
surrender to Sublessor the Subleased Premises, including all improvements and
fixtures therein whether leased to or otherwise owned by Sublessee, broom clean
and in good order, condition and repair, reasonable wear and tear excepted,
together with all alterations, decorations, additions and improvements that may
have been made in, to or on the Subleased Premises, except that Sublessee shall
be allowed to remove its personal property or any improvements made by Sublessee
at its sole expense that can be removed without damage to any buildings,
facilities or other improvements to the Subleased Premises. The Subleased
Premises, including the improvements and fixtures therein, shall be delivered
free and clear of all subtenancies, liens and encumbrances, other than those, if
any, permitted hereby or otherwise created or consented to by Sublessor, and, if
requested to do so, Sublessee shall execute, acknowledge and deliver to
Sublessor such instruments of further assurance as in the opinion of Sublessor
are necessary or desirable to confirm or perfect Sublessor's right, title and
interest in and to the Subleased Premises including said improvements and
fixtures. On or before the end of the Sublease term, Sublessee shall remove all
of Sublessee's personal and other property allowed to be removed hereunder, and
all such property not removed shall be deemed abandoned by Sublessee and may be
utilized or disposed of by Sublessor without any liability to Sublessee.
Sublessee's obligation under this Article 6 shall survive the expiration or
termination of this Sublease.

ARTICLE 7.


                                       14
<PAGE>

INSURANCE

7.1.Public Liability Insurance. Sublessee agrees to maintain in full force from
the date upon which Sublessee first enters the Premises for any reason,
throughout the Term of this Sublease, and thereafter so long as Sublessee is in
occupancy of any part of the Premises, a policy of general liability and
property damage insurance (including broad form contractual liability,
independent contractor's hazard and completed operations coverage) under which
Sublessor, Manager (and such other persons as are in privy of estate with
Sublessor as may be set out in notice from time to time) and Sublessee are named
as additional insureds, and under which the insurer agrees to defend, indemnify
and hold Sublessor, Manager, and those in privity of estate with Sublessor,
harmless from and against all cost, expense and/or liability arising out of or
based upon any and all claims, accidents, injuries and damages set forth in
Article 12. Each such policy shall be non-cancelable and non-amendable with
respect to Sublessor, Manager and Sublessor's said designees without sixty (60)
days' prior notice to Sublessor and shall be as follows:

         (1) Comprehensive general liability insurance to a limit of not less
         than two million ($2,000,000) dollars, endorsed for products and
         completed operations liability insurance, on an "occurrence basis"
         against claims for "personal injury", including without limitation,
         bodily injury, death or property damages, occurring upon, in or about
         the land and buildings of which the Subleased Premises are a part as
         required pursuant to the Primary Sublease.

         (2) Worker's compensation and employer's liability insurance in an
         amount and form which meets all applicable requirements of the labor
         laws of the State of New Hampshire, as amended from time to time, and
         which specifically covers the persons and risks involved in this
         Sublease.

         (3) Automobile liability insurance in amounts approved from time to
         time by Sublessor, but not less than one million ($1,000,000) dollars
         combined single limit for owned, hired and non-owned automobiles.


7.2. All policies of insurance required to be carried under this Article shall
be effected under valid and enforceable policies, in such forms and amounts as
may, from time to time, be required under this Sublease, issued by insurers of
recognized responsibility which are authorized to transact such insurance
coverage in the State of New Hampshire, and which have been approved in writing
by Sublessor, which approval shall not be withheld unreasonably. Except for
workman's compensation coverage, all such policies of insurance shall be for the
mutual benefit of Sublessor, PDA, the United States of America and Sublessee as
named additional insureds. Upon the execution of this


                                       15
<PAGE>

Sublease (and thereafter not less than fifteen (15) days prior to the expiration
date of each policy furnished pursuant to this Article) the original of each
policy required to be furnished pursuant to this Article (or, with the consent
of Sublessor, which consent shall not be unreasonably withheld, in the case of
comprehensive general liability insurance and products liability insurance, a
certificate of the insurer reasonably satisfactory to Sublessor) bearing a
notation evidencing the payment of the premium or accompanied by other evidence
reasonably satisfactory to Sublessor of such payment, shall be delivered by
Sublessee to Sublessor.

7.3. All policies of insurance shall provide for loss thereunder to be adjusted
and payable to Sublessor or Sublessee in accordance with the terms of this
Sublease.

7.4. Each such policy or certificate therefor issued by the insurer shall to the
extent obtainable contain (i) a provision that no act or omission of Sublessee,
or any employee, officer or agent of Sublessee, which would otherwise result in
forfeiture or reduction of the insurance therein provided shall affect or limit
the obligation of the insurance company to pay the amount of any loss sustained,
and (ii) an agreement by the insurer that such policy shall not be canceled
without at least sixty (60) days prior written notice by registered mail to
Sublessor and PDA and (iii) provide that the insurer shall have no right of
subrogation against the United States of America or PDA.

7.5. All policies of insurance required to be maintained by Sublessee shall have
attached thereto the Lender's Loss Payable Endorsement, or its equivalent, or a
loss payable clause acceptable to Sublessor, for the benefit of any Mortgagee,
but the right of any Mortgagee to the payment of insurance proceeds shall at all
times be subject to the provisions of this Sublease with respect to the
application of the proceeds of such insurance.

7.6. Sublessee shall observe and comply with the requirements of all policies of
insurance at any time in force with respect to the Subleased Premises and
Sublessee shall also perform and satisfy the requirements of the companies
writing such policies so that at all times companies of good standing reasonably
satisfactory to Sublessor shall be willing to write or to continue such
insurance. Sublessee shall, in the event of any violations or attempted
violations of the provisions of this Section 7.6 by a subtenant, take steps,
immediately upon knowledge of such violation or attempted violation, to remedy
or prevent the same as the case may be.

7.7. Any insurance provided for in this Sublease may be effected by a policy or
policies of blanket insurance or may be continued in such form until otherwise
required by Sublessor; provided, however, that the amount of the total insurance
allocated to the Subleased Premises shall be such as to furnish in protection
the equivalent of separate policies in the amounts herein required, and provided
further that in all other respects, any such policy or policies shall comply
with the other provisions of this Sublease. In any such case it shall not be
necessary to deliver the original of any such blanket policy to Sublessor, but
Sublessee shall deliver to Sublessor and to any Mortgagee a certificate or


                                       16
<PAGE>

duplicate of such policy in form and content acceptable to Sublessor.

7.8. Sublessee's Risk. To the maximum extent this agreement may be made
effective according to law, Sublessee agrees to use and occupy the Premises and
to use such other portions of the Property as Sublessee is herein given the
right to use at Sublessee's own risk; and Sublessor shall have no responsibility
or liability for any loss of or damage to Sublessee's Removable Property or for
any inconvenience, annoyance, interruption or injury to business arising from
Sublessor's making any repairs or changes which Sublessor is permitted by this
Sublease or required by law to make in or to any portion of the Premises or
other sections of the Property, or in or to the fixtures, equipment or
appurtenances thereof, except where the Sublessor is grossly negligent in making
such repairs. Sublessee shall carry "all-risk" property insurance on a
"replacement cost" basis (including so-called improvements and betterments), or
be self insured (with respect to the Sublessee's removal property), and provide
a mutual waiver of subrogation for both parties. The provisions of this Section
shall be applicable from and after the execution of this Sublease and until the
end of the Term of this Sublease, and during such further period as Sublessee
may use or be in occupancy of any part of the Premises or of the Building.

7.9. Injury Caused By Third Parties. To the maximum extent this agreement may be
made effective according to law, Sublessee agrees that Sublessor shall not be
responsible or liable to Sublessee, or to those claiming by, through or under
Sublessee, for any loss or damage that may be occasioned by or through the acts
or omissions of persons occupying adjoining premises or any part of the premises
adjacent to or connecting with the Premises or any part of the Property or
otherwise. The provisions of this Section shall survive the expiration or any
earlier termination of this Sublease.


ARTICLE 8.

USE OF SUBLEASED PREMISES

8.1. The sole purpose for which Sublessee may use the Subleased Premises is for
general office and related uses and for no other uses without Sublessor's and
PDA's prior written consent. Sublessee shall not use, or permit to be used, the
Subleased Premises for any other purpose without the prior express written
consent of Sublessor and PDA. Sublessor's and PDA's consent shall be subject to
the execution of an appropriate agreement which shall include a provision
requiring the payment of established fees and charges that may be applicable to
any such additional uses consented to by Sublessor and PDA. Sublessee is
prohibited from any use of the Subleased Premises not specifically granted in
this Section 8.1.

8.2. Sublessee recognizes that the uses authorized in Section 8.1 are not
granted on an exclusive basis and that Sublessor and PDA may enter into
subleases or other agreements


                                       17
<PAGE>

with other tenants or users at areas of the building in which the Subleased
Premises are a part or other areas of the Airport for similar, identical, or
competing uses. No provision of this Sublease shall be construed as granting or
authorizing the granting of an exclusive right within the meaning of Section 308
of the Federal Aviation Act as the same may be amended from time to time.

8.3. Sublessee agrees that it will keep the Premises in a neat, clean and
orderly condition in accordance the provisions of Chapters 300 through 500 of
the Pease Development Authority Zoning Requirements, Site Plan Review
Regulations and Subdivision Regulations (collectively the "Land Use Controls")
and such other rules and regulations from time to time promulgated, provided
that Sublessee shall not be bound by any such rules and regulations until such
time as it receives a copy thereof. Sublessor agrees to cause trash receptacles
to be emptied and trash removed at Sublessor's sole cost and expense.

8.4. Sublessee warrants that it holds all certificates, permits, licenses or
other entitlements required by federal, state or local laws in order to allow
Sublessee to conduct the permitted uses hereunder, and that the same are and
will be kept current, valid and complete. Sublessee further warrants that it
shall at all times abide by and conform with all terms of the same and that it
shall give immediate notice to Sublessor of any additions, renewals, amendments,
suspensions or revocations. In the use and occupation of the Subleased Premises
and the conduct of such business thereon, Sublessee, at its sole cost and
expense, shall promptly comply with all present and future laws, ordinances,
orders, rules, regulations and requirements of all federal, state and municipal
governments, courts, departments, commissions and boards, any national, state or
local Board of Fire Underwriters, or any other body exercising functions similar
to those of any of the foregoing.

8.5. Sublessee shall have the right to contest by appropriate proceedings
diligently conducted in good faith, without cost or expense to Sublessor, the
validity or application of any law, ordinance, order, rule, regulation or
requirement of the nature referred to in this Article. If compliance with any
such law, ordinance, order, rule, regulation or requirement may be delayed on
the basis of an order from a court of competent jurisdiction pending the
prosecution of any such proceeding without the incurrence of any lien, charge or
liability of any kind against the Subleased Premises or Sublessee's interest
therein and without subjecting Sublessor to any liability, civil or criminal,
for failure so to comply therewith, Sublessee may delay compliance therewith
consistent with such court order. Even if such lien, charge or civil liability
would be incurred by reason of any such delay, Sublessee may, with the prior
written consent of Sublessor, contest as aforesaid and delay as aforesaid,
provided that such contest or delay does not subject Sublessor to criminal
liability, damages or expense and provided that Sublessee: (i) furnishes to
Sublessor security, reasonably satisfactory to Sublessor, against any loss or
injury by reason of such contest or delay; and (ii) prosecutes the contest with
due diligence.

         Sublessor and PDA shall not be required to join in any proceedings
referred to in


                                       18
<PAGE>

this Section unless the provisions of any applicable laws, rules or regulations
at the time in effect shall require that such proceedings be brought by and/or
in the name of Sublessor and/or PDA and Sublessor and/or PDA determines that
such action is in its best interests, in which event Sublessor and/or PDA shall
join in the proceedings, or permit the same to be brought in its name, if
Sublessee shall pay all expenses in connection therewith.

8.6.Responsibility for compliance with all Federal, State and local laws as
required by this Article rests exclusively with the Sublessee. Sublessor assumes
no enforcement or supervisory responsibility except with respect to matters
committed to its jurisdiction and authority.

8.7. Sublessee's use of the Subleased Premises shall be orderly and efficient
and shall not cause any disruptions to other Airport activities or other tenants
in the building in which the Subleased Premises are a part. Sublessee shall not
cause or maintain any nuisance on the Subleased Premises. Sublessee shall
conduct all of its activities hereunder in an environmentally responsible
manner.

8.8. Sublessee shall have the right to obtain supplies or services from
suppliers, vendors or contractors of its own choice at the Subleased Premises,
provided that PDA in the Primary Sublease reserved the right to prohibit persons
from engaging in "aeronautical activities" (as defined in Advisory Circular AC
150/5190-2A of the Federal Aviation Administration) or the provision of ground
transportation services at the Airport except in accordance with concession
contracts or operating agreements entered into between PDA and said persons.

8.9. Sublessee acknowledges that PDA is subject to certain restrictions on the
use of the Airport Property in accordance with Conditions 6, 10, 17, 23 and 25A
of the Master Lease. Notwithstanding any other provision of this Sublease or the
Primary Sublease, the Sublessee shall also comply with and be subject to the
restrictions in Conditions 6,10, 17, 23 and 25A of the Master Lease to the
extent applicable to the Subleased Premises or any rights granted to Sublessee
under Sublease in the same manner and to the same extent as PDA is obligated in
its capacity as Lessee under the Master Lease.

8.10. Sublessee agrees to conform to the following provisions during the Term of
this Sublease: (i) Sublessee shall cause all freight to be delivered to or
removed from the Building and the Premises in accordance with reasonable rules
and regulations established by Sublessor therefor; (ii) Sublessee will not place
on the exterior of the Premises (including both interior and exterior surfaces
of doors and interior surfaces of windows) or on any part of the Building
outside the Premises, any signs, symbol, advertisements or the like visible to
public view outside of the Premises. Sublessor will not unreasonably withhold
consent for signs or lettering on the entry doors to the Premises provided such
signs conform to building standards adopted by Sublessor and Sublessee has
submitted a sketch of the sign to be placed on such entry doors. (iii) Sublessee
shall not perform any act or carry on any practice which may injure the
Premises, or any other part of the Building, or


                                       19
<PAGE>

cause offensive odors or loud noise or constitute a nuisance or menace to any
other Sublessee or sublessees or other persons in the Building; (iv) Sublessee
shall, at its sole cost and expense: (x) in its use of the Premises, the
Building or the Land, comply with the requirements of all applicable
governmental laws, rules and regulations including, without limitation, the
Americans with Disabilities Act of 1990, as amended (the "ADA") and (y) In the
event of any Sublessee's work or improvements, pay for and perform any work
necessary to bring the Premises, the Building or the Land into compliance with
the ADA which work is required due to the Sublessee's use of the Premises, the
Building or the Land for retail purposes; and (v) Sublessee shall continuously
throughout the Term of this Sublease occupy the Premises for the Permitted Uses
and for no other purposes. The Sublessor hereby certifies that the initial
construction of the building and Sublessor's fit up of the leased premises
conform to all ADA requirements.


ARTICLE 9

LIENS

9.1. During the term of this Sublease, Sublessee shall not permit to remain, and
shall promptly discharge, at its cost and expense, all liens, encumbrances and
charges upon the Subleased Premises or any part thereof; provided, that the
existence of any mechanics', laborers', materialmen's, suppliers' or vendors'
liens or rights thereto shall not constitute a violation of this Article if
payment is not yet due under the applicable contract. Sublessee shall, however,
have the right to contest with due diligence the validity or amount of any lien
or claimed lien, if Sublessee shall give to Sublessor such security as Sublessor
may reasonably require to insure payment thereof and prevent any sale,
foreclosure or forfeiture of Sublessee's interest in the Subleased Premises or
any portion thereof by reason of such nonpayment. On final determination of the
lien or claim for lien, Sublessee shall immediately pay any judgment rendered
with all proper costs and charges and shall have the lien released or judgment
satisfied at Sublessee's own expense, and if Sublessee shall fail to do so,
Sublessor may at its option pay any such final judgment and clear the Subleased
Premises therefrom. If Sublessee shall fail to contest with due diligence the
validity or amount of any such lien or claimed lien, or to give Sublessor
security as hereinabove provided, Sublessor may, but shall not be required to,
contest the validity or amount of any such lien or claimed lien or settle or
compromise the same without inquiring into the validity of the claim or the
reasonableness of the amount thereof.

9.2. Should any lien be filed against the Subleased Premises or the building in
which the Subleased Premises are a part, or should any action of any character
affecting the title thereto be commenced, Sublessee shall give to Sublessor
written notice thereof as soon as notice of such lien or action comes to the
knowledge of Sublessee.

ARTICLE 10


                                       20
<PAGE>

ALTERATIONS - SIGNS

10.1. Sublessee shall not place or construct any improvements, changes,
structures, alterations or additions (cumulatively referred to in this Article
as "Alterations") in, to, or upon the Subleased Premises without Sublessor's and
PDA's written consent. Unless Sublessee is subject to an earlier notice
requirement under the PDA's land use controls or other applicable requirements
with respect to the information required under this section, any request for
Sublessor's and PDA's consent shall be made upon sixty (60) days written notice
and shall be accompanied by preliminary engineering or architectural plans or,
if consented to by Sublessor and PDA, working drawings. If Sublessor and PDA
each grants its consent, all such work shall be done at Sublessee's sole cost
and expense, subject, in all cases, to the following covenants:

                  (1)      All work and Alterations shall be done in compliance
                           with all applicable governmental regulations, codes,
                           standards or other requirements, including fire,
                           safety and building codes and Land Use Regulations
                           promulgated by PDA and with the provisions of Article
                           22 of this Sublease. This obligation shall include
                           compliance with all applicable provisions of the FFA
                           (as defined in Article 22), including obligations
                           imposed upon Sublessor in respect to construction and
                           construction related work.

                  (2)      All Alterations shall be of such a character as not
                           to materially reduce the value and usefulness of any
                           of the buildings or other improvements below their
                           value and usefulness immediately before such
                           Alteration. All work performed hereunder shall be
                           performed in a good and workmanlike manner, shall
                           conform to drawings and specifications approved by
                           Sublessor and PDA and shall not be disruptive of the
                           overall operation of the Airport. All contractors
                           engaged by Sublessee to perform such work shall
                           employ labor that can work in harmony with all
                           elements of labor at the Airport.

                  (3)      During the period of construction of any alteration,
                           Sublessee or any contractor, subcontractor or
                           sublessee of Sublessee shall maintain or cause to be
                           maintained the following insurance:

                                    (i)      The comprehensive general liability
                                             and automobile insurance provided
                                             for in Article 7 and shall be
                                             maintained for the limits specified
                                             thereunder and shall provide
                                             coverage for the mutual benefit of
                                             Sublessor, PDA, the United States
                                             of America and Sublessee as named
                                             or additional insured (as is
                                             appropriate) in connection with any
                                             Alteration permitted pursuant to
                                             this Article 10.


                                       21
<PAGE>

                                    (ii)     Fire and any other applicable
                                             insurance provided for in Article 7
                                             which if not then covered under the
                                             provisions of existing policies
                                             shall be covered by special
                                             endorsement thereto in respect to
                                             any Alteration, including all
                                             materials and equipment therefor
                                             incorporated in, on, or about the
                                             Subleased Premises ( including
                                             excavations, foundations, and
                                             footings) under broad form all risk
                                             builder's risk completed value form
                                             or equivalent thereof; and

                                    (iii)    Worker's compensation insurance
                                             covering all persons employed in
                                             connections with the work and with
                                             respect to whom death or bodily
                                             injury claims could be asserted
                                             against PDA, Sublessor, Sublessee
                                             or the Subleased Premises, with
                                             statutory limits as then required
                                             under the laws of the State of New
                                             Hampshire.

                  (4)      Sublessee shall provide Sublessor and PDA with MYLAR
                           as-built drawings when any Alteration authorized
                           hereunder is completed.

10.2. Sublessee may erect and maintain suitable signs only with the Subleased
Premises and upon receiving the prior written approval of Sublessor and PDA.
Sublessee shall submit drawings of proposed signs and information on the number,
size, type, and location, all of which Sublessor and PDA may review for harmony
and conformity with the overall structure and architectural and aesthetic
setting of the building in which the Subleased Premises are a part and the
Airport as well as with PDA's own land use control regulations and may approve
or disapprove accordingly.

10.3. Notwithstanding any other provision of this Sublease, the right of
Sublessee to place or construct Alterations in, to, or upon the Subleased
Premises shall be subject to Condition 17 of the Master Lease.

10.4. In addition to the requirements to provide notice to Sublessor and PDA
under this Article 10 in respect to any Alteration, Sublessee shall also provide
notice to Air Force, EPA and NHDES in the same manner and to the extent required
of PDA under Condition 10.16 of the Master Lease. In undertaking any Alteration
Sublessee shall comply with Condition 10.17 of the Master Lease to the same
extent required of Sublessor and PDA.


ARTICLE 11

RIGHT OF SUBLESSOR TO INSPECT AND REPAIR


                                       22
<PAGE>

11.1. Sublessee will permit Sublessor and/or PDA and their authorized agents and
representatives to enter the Subleased Premises at all reasonable times and upon
reasonable notice for the purpose of: (i) inspecting the same; and (ii) making
any necessary repairs and performing any other work that may be necessary by
reason of Sublessee's failure to comply with the terms of this Sublease within
ten (10) days after written notice from Sublessor, unless an emergency situation
(as determined in Sublessor's and/or PDA's sole discretion) requires earlier
action by Sublessor. Nothing herein shall imply any duty upon the part of
Sublessor and/or PDA to do any such work and performance thereof by Sublessor
and/or PDA shall not constitute a waiver of Sublessee's default in failing to
perform the same. Sublessor and/or PDA may during the progress of such work keep
and store in or on the Subleased Premises all necessary materials, tools,
supplies and equipment. Sublessor and/or PDA shall not be liable for
inconvenience, annoyance, disturbance, loss of business or other damage of
Sublessee by reason of making such repairs or the performance of any such work,
on or account of bringing materials, tools, supplies or equipment into or
through the Subleased Premises during the course thereof and the obligations of
Sublessee under this Sublease shall not be affected thereby. Nothing herein
shall limit the provisions of Article 8.

11.2. Sublessee acknowledges that from time to time PDA may undertake
construction, repair or other activities related to the operation, maintenance
and repair of the Airport which will require temporary accommodation by
Sublessee. Sublessee agrees to accommodate PDA in such matters, even though
Sublessee's own activities may be inconvenienced or partially impaired, and
Sublessee agrees that no liability shall attach to PDA, its members, employees
or agents by reason of such inconvenience or impairment, unless such activities
of PDA hereunder are performed in a negligent manner.

11.3. Sublessee shall allow PDA and any agency of the United States, its
officers, agents, employees and contractors to enter upon the Subleased Premises
for any purposes not inconsistent with Sublessee's quiet use and enjoyment,
including but not limited to the purpose of inspection. Notwithstanding the
preceding sentence, in the event the Air Force as Lessor under the Master Lease
(or any other agency having a right of entry under the Federal Facilities
Agreement (FFA) as defined in Section 22.8) or PDA as Sublessor under the
Primary Lease determines that immediate entry is required for safety,
environmental, operations or security purposes they may effect such entry
without prior notice. The Sublessee shall have no claim against PDA or against
the United States or any officer, agent, employee or contractor thereof on
account of any such entries.


ARTICLE 12

GENERAL INDEMNIFICATION BY SUBLESSEE

12.1. In addition to any other obligation of Sublessee under this Sublease to
indemnify,


                                       23
<PAGE>

defend and hold harmless Sublessor, it principals, agents and employees, etc.,
Sublessee agrees to indemnify, defend and hold harmless Sublessor against and
from any and all claims, judgments, damages, penalties, fines, assessments,
costs and expenses, liabilities and losses (including, without limitation,
diminution in value of the Premises, damages for the loss or restriction on the
use of the Premises, sums paid in settlement of claims, attorneys' fees,
consultants' fees and experts' fees) resulting or arising during the term of
this Sublease:

                  (1) from any condition of the Premises resulting from the use
         of the Premises by the Sublessee;

                  (2) from any breach or default on the part of Sublessee in the
         performance of any covenant or agreement on the part of Sublessee to be
         performed pursuant to the terms of this Sublease, or from any act or
         omission of Sublessee, or any of its agents, contractors, servants,
         employees, sublessees, licensees or invitees; or

                  (3) from any accident, injury, loss or damage whatsoever
         caused by any act or omissions of Sublessee, or any of its agents,
         contractors, servants, employees, sublessees, licensees or invitees, to
         any person or property occurring during the term of this Sublease, on
         or about the Subleased Premises (including ramp and parking areas), or
         upon the land, streets, curbs or parking areas adjacent thereto.

         In the event that any action or proceeding is brought against Sublessor
by reason of any matter for which Sublessee has hereby agreed to indemnify,
defend, or hold harmless Sublessor, Sublessee, upon notice from Sublessor,
covenants to resist or defend such action or proceeding with counsel acceptable
to Sublessor.

12.2. The term "Person" as used in this Article shall include individuals,
corporations, partnerships, governmental units and any other legal entity
entitled to bring a claim, action or other demand or proceeding on its own
behalf or on behalf of any other entity.

12.3. The Sublessee also expressly waives any claims against the United States
of America, including the Air Force, and further agrees to indemnify, save, hold
harmless and defend the Air Force to the same extent required of PDA under the
Master Lease.

12.4. The Sublessee also expressly waives any claims against PDA and the State
of New Hampshire and further agrees to indemnify, save, hold harmless and defend
PDA and the State of New Hampshire to the same extent required of the Sublessor
under the Primary Sublease.


ARTICLE 13


                                       24
<PAGE>

UTILITIES

13.1. Sublessor shall bring or shall cause utility lines to be brought to the
Subleased Premises at the points existing as of the Term Commencement Date or
such other points as may be designated by Sublessor (in consultation with
Sublessee). The utility lines shall have the capacities existing as of the Term
Commencement Date which Sublessee acknowledges are sufficient to enable
Sublessee to obtain for the Subleased Premises, as of the date of commencement
of Sublessee's activities, sufficient water, electricity, telephone and sewer
service. Sublessee shall not at any time overburden or exceed the capacity of
the mains, feeders, ducts, conduits, or other facilities by which such utilities
are supplied to, distributed in or serve the Subleased Premises. If Sublessee
desires to install any equipment which shall require additional utility
facilities or utility facilities of a greater capacity than the facilities
provided by Sublessor, such installation shall be subject to Sublessor's and
PDA's prior written approval of Sublessee's plans and specifications therefor,
which approval shall not be unreasonably withheld. If such installation is
approved by Sublessor and PDA and if Sublessor and PDA agrees to provide any
additional facilities to accommodate Sublessee's installation, Sublessee agrees
to pay Sublessor and/or PDA, in advance and on demand, the cost for providing
such additional utility facilities or utility facilities of greater capacity.

         PDA under the Primary Sublease also reserved the right to run such
utility lines as it deems necessary in connection with the development of the
Airport to, from, or through the Subleased Premises, provided, however, that PDA
in exercising such reserved right shall provide reasonable prior notice and the
opportunity to confer with PDA and shall exercise reasonable efforts to avoid or
minimize interference with use of the Subleased Premises.

         PDA under the Primary Sublease, at its sole discretion, shall have the
right from time to time, to alter the method and source of supply of the above
enumerated utilities to the Subleased Premises and Sublessee agrees to execute
and deliver to PDA such documentation as may be required to effect such
alteration. Sublessee agrees to pay all charges for the above enumerated
utilities supplied by Sublessor, public utility or public authority, or any
other person, firm or corporation which are separately metered to the Subleased
Premises.

         PDA under the Primary Sublease, shall have the option to supply any of
the above-enumerated utilities to the Subleased Premises. If PDA shall elect to
supply any of such utilities to the Subleased Premises, Sublessee will purchase
its requirements for such services tendered by PDA, and Sublessee will pay PDA,
within ten (10) days after mailing by PDA to Sublessee of statements therefor,
at the applicable rates determined by PDA from time to time which PDA agrees
shall not be in excess of the public utility rates for the same service, if
applicable, to other aviation tenants at the Airport. If PDA so elects to supply
any of such utilities, Sublessee shall execute and deliver to PDA, within ten
(10) days after request therefor, any documentation reasonably required by PDA
to effect such change in the method of furnishing of such utilities.


                                       25
<PAGE>

13.2. Sublessor shall be responsible for providing any meters or other devices
for the measurement of utilities supplied to the Subleased Premises. Sublessee
shall be solely responsible for and promptly pay, as and when the same become
due and payable, all charges for water, sewer, electricity, gas, telephone and
any other utility used or consumed in the Subleased Premises and supplied by
PDA, any public utility or authority or any other person, firm or corporation
which are separately metered to the Subleased Premises.

13.3. All work and construction under this Article shall comply with the
provisions of Article 10 of this Sublease applicable to construction work.



ARTICLE 14

INSTALLATION AND ALTERATIONS BY SUBLESSEE, REPAIRS AND SERVICES TO BE FURNISHED
BY SUBLESSOR.

14.1. Installation and Alterations by Sublessee, etc. Sublessee shall make no
alterations, additions (including, for the purposes hereof, wall-to-wall
carpeting), or improvements in or to the Premises without Sublessor's prior
written consent. Any such alterations, additions or improvements shall (i) be in
accordance with complete plans and specifications prepared by Sublessee and
approved in advance by Sublessor; (ii) be performed in a good and workmanlike
manner and in compliance with all applicable laws; (iii) be performed and
completed in the manner required herein; (iv) be made at Sublessee's sole
expense and at such times as Sublessor may from time to time designate; and (v)
become a part of the Premises and the property of Sublessor. It is agreed and
understood that Sublessor shall have the right to review and approve all changes
to any plans which Sublessor shall have approved pursuant to this Section. It is
also agreed and understood that Sublessor shall not be deemed to be unreasonable
in denying its consent to alterations, additions and improvements to the
Premises which affect "Base Building Systems" (as said term is hereafter
defined). As used herein, the term "Base Building Systems" shall mean (i) any
mechanical, electrical or plumbing system or component of the Building
(including the Premises) (ii) the exterior of the Building (iii) the Building
HVAC distribution system (iii) any fire safety prevention/suppression system and
(iv) any structural element or component of the Building.

14.2. All articles of personal property and all business fixtures, machinery and
equipment and furniture owned or installed by Sublessee solely at its expense in
the Premises (" Sublessee's Removable Property") shall remain the property of
Sublessee and may be removed by Sublessee at any time prior to the expiration of
this Sublease, provided that Sublessee, at its expense, shall repair any damage
to the Building caused by such removal.


                                       26
<PAGE>

14.3. All of the Sublessee's alterations, additions and installation of
furnishings shall be coordinated with any work being performed by Sublessor and
in such manner as to maintain harmonious labor relations and not damage the
Property or interfere with Building construction or operation and, except for
installation of furnishings, shall be performed by Sublessor's general
contractor or, at Sublessor's election, by contractors or workmen first approved
by Sublessor. Installation and moving of furnishings, equipment and the like
shall be performed only with labor compatible with that being employed by
Sublessor for work in or to the Building and not to employ or permit the use of
any labor or otherwise take any action which might result in a labor dispute
involving personnel providing services in the Building. Except for work by
Sublessor's general contractor, Sublessee before its work is started shall:
secure all licenses and permits necessary therefor.

14.4. In connection with the performance of any alterations, improvements,
changes or additions to the Premises as contemplated by this Article, in the
event that any such improvement, alteration, change or addition to the Premises
to be performed by Sublessee (the Sublessee's Work") affects so-called "Base
Building Systems" and to the extent that such Work is not performed by Sublessor
or a general contractor employed directly by Sublessor, Sublessee hereby agrees
to use the services of a construction management firm designated by Sublessor to
oversee, coordinate and review all aspects of any such Work. The cost and
expense of the services of such construction manager shall be borne by Sublessee
but only to the extent that such costs and expenses are comparable to and
competitive with the costs and expenses charged by other firms engaged in
construction management and oversight services in the general geographic
location of the Building for services of a similar scope and type.

14.5. Sublessor Repairs. (a) Except as otherwise provided in this Sublease,
Sublessor agrees to keep in good order, condition and repair the roof, public
areas, exterior walls (including exterior glass) and structure of the Building
(including plumbing, mechanical and electrical systems installed by Sublessor
but excluding any systems installed specifically for Sublessee's benefit or used
exclusively by Sublessee) and the HVAC system serving the Premises, all insofar
as they affect the Premises, except that Sublessor shall in no event be
responsible to Sublessee for the condition of glass in the Premises or for the
doors (or related glass and finish work) leading to the Premises, or for any
condition in the Premises or the Building caused by any act or neglect of
Sublessee, its agents, employees, invitees or contractors. Sublessor shall not
be responsible to make any improvements or repairs to the Building other than as
expressly in this Section, unless expressly provided otherwise in this Sublease.
All costs and expenses incurred by Sublessor in performing its obligations under
this Section shall be included in Operating Expenses.

 14.6. Any services which Sublessor is required to furnish pursuant to the
provisions of this Sublease may, at Sublessor's option be furnished from time to
time, in whole or in part, by employees of Sublessor or by the Manager of the
Property or by one or more third persons and Sublessor further reserves the
right to require Sublessee to enter into agreements with such persons in form
and content approved by Sublessor for the furnishing of such services. Sublessor
shall cause the paved portions of the Property to be kept reasonably free and
clear


                                       27
<PAGE>

of snow, ice and refuse and shall cause the landscaped areas of the Property to
be maintained in a reasonably attractive appearance.

 14.7. Sublessee's Agreement (a) Sublessee will keep neat and clean and maintain
in good order, condition and repair the Premises and every part thereof,
excepting only those repairs for which Sublessor is responsible under the terms
of this Sublease, and reasonable wear and tear of the Premises, and damage by
fire or other casualty and as a consequence of the exercise of the power of
eminent domain; and shall surrender the Premises, at the end of the Term, in
such condition. Sublessee shall continually during the Term of this Sublease
maintain the Premises in accordance with all laws, codes and ordinances from
time to time in effect and all directions, rules and regulations of the proper
officers of governmental agencies having jurisdiction, and shall, at Sublessee's
own expense, obtain all permits, licenses and the like required by applicable
law. Sublessee shall be responsible for the cost of repairs which may be
necessary by reason of damage to the Building caused by any act or neglect of
Sublessee or its agents, employees, contractors or invitees (including any
damage by fire or any other casualty arising therefrom).

 (b) If repairs are required to be made by Sublessee pursuant to the terms
hereof, Sublessor may demand that Sublessee make the same forthwith, and if
Sublessee refuses or neglects to commence such repairs and complete the same
with reasonable dispatch after such demand, Sublessor may (but shall not be
required to do so) make or cause such repairs to be made (the provisions of
Section 14.5 being applicable to the costs thereof) and shall not be responsible
to Sublessee for any loss or damage that may accrue to Sublessee's stock or
business by reason thereof. Notwithstanding the foregoing, Sublessor may elect
to take action hereunder immediately and without notice to Sublessee if
Sublessor reasonably believes an emergency to exist.

14.8. Floor Load - Heavy Machinery. (a) Sublessee shall not place a load upon
any floor in the Premises exceeding the floor load per square foot of area which
such floor was designed to carry and which is allowed by law. Sublessor reserves
the right to prescribe the weight and position of all business machines and
mechanical equipment, including safes, which shall be placed so as to distribute
the weight. Business machines and mechanical equipment shall be placed and
maintained by Sublessee at Sublessee's expense in settings sufficient, in
Sublessor's judgment, to absorb and prevent vibration, noise and annoyance.
Sublessee shall not move any safe, heavy machinery, heavy equipment, freight,
bulky matter or fixtures into or out of the Building without Sublessor's prior
consent, which consent may include a requirement to provide insurance, naming
Sublessor as an insured, in such amounts as Sublessor may deem reasonable.

 (b) If such safe, machinery, equipment, freight, bulky matter or fixtures
requires special handling, Sublessee agrees to employ only persons holding a
Master Rigger's License to do such work, and that all work in connection
therewith shall comply with applicable laws and regulations. Any such moving
shall be at the sole risk and hazard of Sublessee, and Sublessee will exonerate,
indemnity and save Sublessor harmless against and from any liability, loss,
injury, claim or suit resulting directly or indirectly from such moving.


                                       28
<PAGE>

14.9. Building Services. (a) Sublessor shall, on Business Day from 8:00 a.m. to
6:00 p.m. and Saturdays from 8:00 a.m. to 12:00 noon, furnish heating and
cooling as normal seasonal changes may require to provide reasonably comfortable
space temperature and ventilation for occupants of the Premises under normal
business operation at an occupancy of not more than one person per 125 square
feet of Premises Rentable Area and an electrical load not exceeding two (2)
watts per square foot of Premises Rentable Area. If Sublessee shall require air
conditioning, heating or ventilation outside of the hours and days above
specified, Sublessor may furnish such service and Sublessee shall pay therefore
such charges as may from time to time be in effect. In the event Sublessee
introduces to the Premises personnel or equipment which overloads the capacity
of the Building system or in any other way interferes with the system's ability
to perform adequately its property functions, supplementary systems may, if and
as needed, at Sublessor's option, be provided by Sublessor, at Sublessee's
expense.

(b) Sublessor shall also provide:

         (i) Passenger elevator service from the existing passenger elevator
         system in common with Sublessor and other sublessees in the Building;

         (ii) Hot water for lavatory purposes and cold water for drinking,
         lavatory and toilet purposes. If Sublessee uses water for any purpose
         other than for ordinary lavatory and drinking purposes, Sublessor may
         assess a reasonable charge for the additional water so used, or install
         a water meter and thereby measure Sublessee's water consumption for all
         purposes. In the latter event, Sublessee shall pay the cost of the
         meter and the cost of installation thereof and shall keep such meter
         and installation equipment in good working order and repair. Sublessee
         agrees to pay for water consumed, as shown on such meter, together with
         the sewer charge based on such meter charges, as and when bills are
         rendered, and in default in making such payments Sublessor may pay such
         charges and collect the same from Sublessee as an additional charge.

         (iii)  Cleaning and janitorial services to the premises.

         (iv) Access to the premises on Business Days twenty-four hours per day
         and on weekends at times reasonably approved by Sublessor, subject to
         reasonable security restrictions and restrictions based on emergency
         conditions and all other applicable provisions of this Sublease.

14.10 Electricity. (a) Sublessor shall permit Sublessor's existing wires, pipes,
risers, conduits and other electrical equipment of Sublessor to be used for the
purpose of providing electrical service to the Premises. All electrical service
to the premises will be separately metered and paid directly by the Sublessee.
Sublessee covenants and agrees that its electrical usage and consumption will
not disproportionately "siphon off" electrical service necessary for other
sublessees of the Building and that its total connected load will


                                       29
<PAGE>

not exceed the maximum load from time to time permitted by applicable
governmental regulations nor the design criteria of the existing Building
electrical capacity. Sublessor shall not in any way be liable or responsible to
Sublessee for any loss or damage or expense which Sublessee may sustain or incur
if, during the Term of this Sublease, either the quantity or character of
electric current is changed or electric current is no longer available or
suitable for Sublessee's requirements due to a factor or cause beyond
Sublessor's control. Sublessee shall purchase and install all lamps, tubes,
bulbs, starters and ballasts. Sublessee shall pay all charges for electricity,
HVAC, gas and other utilities used or consumed in the Premises. Sublessee shall
bear the cost of repair and maintenance of any electric or gas meter used or to
be installed in (or serving) the Premises.

(b) In order to insure that the foregoing requirements are not exceeded and to
avert possible adverse affect on the Building's electrical system, Sublessee
shall not, without Sublessor's prior consent, connect any fixtures, appliances
or equipment to the Building's electrical distribution system which operates on
a voltage in excess of 120 volts nominal. If Sublessor shall consent to the
connection of any such fixtures, appliances or equipment, all additional risers
or other electrical facilities or equipment required therefor shall be provided
by Sublessor and the cost thereof shall be paid by Sublessee upon Sublessor's
demand as Additional Rent. From time to time during the Term of this Sublease,
Sublessor shall have the right to have an electrical consultant selected by
Sublessor make a survey of Sublessee's electric usage, the result of which shall
be conclusive and binding upon Sublessor and Sublessee. In the event that such
survey shows that Sublessee has exceeded the requirements set forth in paragraph
(a), in addition to any other rights Sublessor may have hereunder, Sublessee
shall, upon demand, reimburse Sublessor for the costs of such survey.

14.11. All work, repairs, alterations or modifications undertaken pursuant to
this Article 14 shall be subject to the provisions of Article 10 of this
Sublease

ARTICLE 15

ACCESS TO PREMISES

         Sublessor and its agents shall have the right to enter upon the
Subleased Premises, or any part thereof, without charge, at all reasonable
times, and upon reasonable notice, and in case of emergency at any time, to
inspect the same, to show the Subleased Premises to perspective purchasers or
tenants, to make or facilitate any repairs, alterations, additions, or
improvements to the Subleased Premises. Nothing in this Article contained shall
obligate Sublessor to make any repairs, alterations, additions or improvements.
Sublessee shall not be entitled to any abatement or reduction of rent or damages
by reason of any of the foregoing. No forcible entry shall be made by Sublessor
unless such entry shall be reasonably necessary to prevent serious injury, loss,
or damage to persons or property. Sublessor shall repair any damage to property
of Sublessee, or anyone claiming under Sublessee, caused by or resulting from
Sublessor's making any such repairs, alterations, additions, or improvements,
except only such damage as shall result from the making of such repairs,
alterations, additions, or improvements, which


                                       30
<PAGE>

Sublessor shall make as a result of the default, fault, or negligence of
Sublessee, or anyone claiming under Sublessee. For the period commencing six (6)
months prior to the expiration of the term of this Sublease, Sublessor may
maintain "For Rent" signs on the front or any part of the exterior of the
Subleased Premises.


ARTICLE 16

DAMAGE OR DESTRUCTION

16.1. Sublessor's Right of Termination. If the Premises or the Building are
substantially damaged by fire or casualty (the term "substantially damaged"
meaning damage of such a character that the same cannot, in ordinary course,
reasonably be expected to be repaired within sixty (60) days from the time the
repair work would commence), or if any part of the Building is taken by any
exercise of the right of eminent domain, then Sublessor shall have the right to
terminate this Sublease (even if Sublessor's entire interest in the Premises may
have been divested) by giving notice of Sublessor's election so to do within 90
days after the occurrence of such casualty or the effective date of such taking,
whereupon this Sublease shall terminate thirty (30) days after the date of such
notice with the same force and effect as if such date were the date originally
established as the expiration date hereof.

16.2. Restoration. If this Sublease shall not be terminated pursuant to Section
16.1, Sublessor shall thereafter use due diligence to restore the Premises
(excluding any alterations, additions or improvements made by Sublessee) to
proper condition for Sublessee's use and occupation, provided that Sublessor's
obligation shall be limited to the amount of insurance proceeds available
therefor. If, for any reason, such restoration shall not be substantially
completed within six months after the expiration of the 90 day period referred
to in Section 16.1 (which six-month period may be extended for such periods of
time as Sublessor is prevented from proceeding with or completing such
restoration for any cause beyond Sublessor's reasonable control, but in no event
for more than an additional three months), Sublessee shall have the right to
terminate this Sublease by giving notice to Sublessor thereof within thirty (30)
days after the expiration of such period (as so extended). Upon the giving of
such notice, this Sublease shall cease and come to an end without further
liability or obligation on the part of either party unless, within such 30-day
period, Sublessor substantially completes such restoration. Such right of
termination shall be Sublessee's sole and exclusive remedy at law or in equity
for Sublessor's failure so to complete such restoration. During the period of
such restoration, if the Sublessee shall not have reasonable use and occupancy
of the premises, the rent shall be abated during that period or portion thereof.


ARTICLE 17

EMINENT DOMAIN


                                       31
<PAGE>

17.1. If after the execution of the Sublease and prior to the expiration of the
term of this Sublease, the whole of the Subleased Premises shall be taken under
the power of eminent domain, then the term of this Sublease shall cease as of
the time when Sublessor shall be divested of its title in the Subleased
Premises, and minimum rent shall be apportioned and adjusted as of the time of
termination.

17.2. If only a part of the Subleased Premises shall be taken under the power of
eminent domain, then if as a result thereof the Subleased Premises shall not be
reasonably adequate for the operation of the business conducted in the Subleased
Premises prior to the taking, Sublessor or Sublessee may, at its election,
terminate the term of this Sublease by giving the other notice of the exercise
of its election within twenty (20) days after it shall receive notice of such
taking, and the termination shall be effective as of the time that Sublessee is
dispossessed, and base rent shall be apportioned and adjusted as of the time of
termination. If only a part of the Subleased Premises shall be taken under the
power of eminent domain, and if the term of this Sublease shall not be
terminated as aforesaid, then the term of this Sublease shall continue in full
force and effect, and Sublessor shall, within a reasonable time after possession
is required for public use, repair and rebuild what may remain of the Subleased
Premises so as to put the same into condition for use and occupancy by
Sublessee, and a just proportion of the base rent according to the nature and
extent of the injury to the Subleased Premises shall be abated for the balance
of the term of this Sublease and in addition business interruption and/or
relocation award are to be paid out of the taking shall be the property of and
shall be paid to the Sublessee.

17.3. Sublessor reserves to itself, and Sublessee assigns to Sublessor, all
rights to damages accruing on account of any taking under the power of eminent
domain or by reason of any act of any public or quasi public authority for which
damages are payable. Sublessee agrees to execute such instruments of assignment
as may be reasonably required by Sublessor in any proceeding for the recovery of
damages that may be recovered in such proceeding. It is agreed and understood,
however, the Sublessor does not reserve to itself, and Sublessee does not assign
to Sublessor, any damages payable for movable trade fixtures installed by
Sublessee or anybody claiming under Sublessee at its own cost and expense.



ARTICLE 18

DEFAULT


                                       32
<PAGE>

18.1. If Sublessee shall default in the payment of rent or other payments
required of Sublessee, and if Sublessee shall fail to cure said default within
seven (7) business days after receipt of written notice of said default from
Sublessor; or if Sublessee shall default in the performance or observance of any
other agreement or condition on its part to be performed or observed, and if
Sublessee shall fail to cure said default within fifteen (15) business days
after receipt of written notice of said default from Sublessor; or if any person
shall levy upon, or take this leasehold interest or any part hereof, upon
execution, attachment, or their process of law; or if Sublessee shall make an
assignment of its property for the benefit of creditors; or if Sublessee shall
file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall
be commenced by Sublessee or an involuntary bankruptcy shall be filed against
the Sublessee which remains undischarged for a period of 60 days, or if a
receiver, trustee, or assignee shall be appointed for the whole or any part of
the Sublessee's property, then in any of said cases, Sublessor lawfully may upon
seven days notice or if such notice shall adversely affect the rights of the
Sublessor in any bankruptcy or receivership, then immediately, or at any time
thereafter, and without further notice of demand, enter into and upon the
Subleased Premises, or any part hereof in the name of the whole, and hold the
Subleased Premises as if this Sublease had not been made, and expel Sublessee
and those claiming under it, and remove its or their property without being
taken or deemed to be guilty of any manner of trespass (or Sublessor may send
written notice to Sublessee of the termination of this Sublease, and upon entry
as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of
termination as above provided, on the fifth (5th) day next following the date of
the sending of the notice), the term of this Sublease shall terminate. Sublessee
hereby expressly waives any and all rights of redemption granted by or under any
present or future laws in the event of Sublessee being evicted or dispossessed
for any cause, or in the event Sublessor terminates this Sublease as provided in
this Article. The Sublessee shall be liable for a 5% late fee applicable to any
amounts due under this Sublease, from the due date of such payment.

18.2. In the case of such termination, Sublessee will indemnify Sublessor each
month against all loss of rent, and all obligations which Sublessor may incur by
reasons of any such termination, between the time of termination and the
expiration of the term of this Sublease; or at the election of Sublessor,
exercised at the time of the termination or at any time thereafter, Sublessee
will indemnify Sublessor, each month until the exercise of the election, against
all loss of rent and other obligations which Sublessor may incur by reason of
such termination, during the period between the time of the termination and the
exercise of the election, and upon the exercise of the election Sublessee will
pay to Sublessor as damages such amount as at the time of the exercise of the
election represents the amount by which the rental value of the leased Premises
for the period from the exercise of the election until the expiration of the
term shall be less than the amount of rent and other payments provided herein to
be paid by Sublessee to Sublessor during said period. It is understood and
agreed that at the time of the termination, or at any time thereafter, the
Sublessor shall diligently perform the legal obligation to relet the premises
for a term which may expire after the expiration of the term of this Sublease,
without releasing Sublessee from any liability whatsoever, only for the term of
this Sublease, but


                                       33
<PAGE>

not for the longer re-let term. The Sublessee shall be liable for any expenses
incurred by Sublessor in connection with obtaining possession of the Subleased
Premises, with removing from the Subleased Premises property of Sublessee and
persons claiming under it (including warehouse charges), with putting the
Subleased Premises into a condition reletting similar to its condition at the
commencement of this lease, reasonable wear and tear excepted, and with any
reletting, including, but without limitation, reasonable attorneys' fees and
brokers' fees, and that any monies collected from any reletting shall be applied
first to the foregoing expenses and then to the payment of rent and all other
payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with
any demand for payment of any of the above as to expenses or rent, provide the
Sublessee with an itemization of all such items as a condition to the
Sublessee's obligations to make payment.

ARTICLE 19

SUBORDINATION TO MORTGAGES

         Sublessee agrees that upon the request of Sublessor it will subordinate
this Sublease and the lien hereof to the lien of any present or future mortgage
or mortgages upon the Subleased Premises, any property of which the Subleased
Premises are a part, or upon any ground lease of such property or upon any part
thereof, irrespective of the time of execution or time of recording of any sub
mortgage or mortgages. Sublessee agrees that it will, upon the request of
Sublessor, execute, acknowledge and deliver any and all instruments deemed by
Sublessor necessary or desirable to give effect or notice of such subordination.
Sublessee also agrees that if it shall fail at any time to execute, acknowledge,
or deliver any instrument requested by Sublessor under this Article, Sublessor
may, only after seven (7) days notice to the Sublessee, in addition to any other
remedies available to it, execute, acknowledge, and deliver such instrument as
the attorney in fact of Sublessee and in Sublessee's name, and Sublessee hereby
makes, constitutes, and irrevocably appoints Sublessor as its attorney in fact
for that purpose. The word "mortgage" as used herein includes mortgages, deeds
of trust, or other similar instruments and modifications, consolidations,
extensions, renewals, replacements and substitutes thereof. At the request of
the holder of any mortgage upon the Subleased Premises or any property of which
the Subleased Premises is a part may subordinate the lien of such mortgage to
this Sublease, thereby making this Sublease superior to such mortgage, by
recording in the Rockingham County Registry of Deeds, a Notice of Subordination
or other document of like effect, executed unilaterally by such mortgage.
Whether the lien of any mortgage are a part shall be superior or subordinate to
this Sublease and the lien hereof, Sublessee agrees that , if requested by
Sublessor or the holder of such mortgage, it will attorn to the holder of such
mortgage or anyone claiming under such holder and their respective successors
and assigns in the event of foreclosure of or similar action taken under such
mortgage.


ARTICLE 20


                                       34
<PAGE>

CERTIFICATE

         Within ten (10) days after written request therefor by Sublessor,
Sublessee agrees to deliver to Sublessor or to any mortgagee a certificate
stating (if such be the case) that Sublessee has entered into occupancy of the
Subleased Premises in accordance with the provisions of this Sublease, that this
Sublease is in full force and effect (if such be the case), that Sublessor has
performed the construction required of Sublessor, and any other information
reasonably requested.

ARTICLE 21

DELEGATION, ASSIGNMENT, SUBLEASES, MORTGAGE

21.1. Delegation. Sublessee shall not have the right to delegate any of its
responsibilities or obligations under this Sublease.

21.2. Assignment. Sublessee may, subject to Condition 20 of the Master Lease,
without the approval of Sublessor, assign its rights under this Sublease to a
related corporation as long as Sublessee retains at least fifty-one percent
(51%) controlling interest in such related corporation. All other assignments
shall be subject to approval of Sublessor and PDA, which approval shall not be
withheld unreasonably.

21.3. Subleases. Sublessee may not enter into any sublease of the Subleased
Premises without Sublessor's prior written approval. Any request for Sublessor's
approval shall be made at least forty-five (45) days prior to the commencement
of such tenancy and shall provide detailed information concerning the identity
and financial condition of the proposed sublessee and the terms and conditions
of the proposed sublease. Sublessor shall not unreasonably withhold its consent
to such sublease if: (1) the use of the Subleased Premises associated with any
sublease(s) is permitted under Article 8, (2) the sublease(s) are consistent
with the terms and conditions of this Sublease and the Primary Sublease;
provided, however, that Sublessee may rent the subleased area at rentals deemed
appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to
pay rent and to perform all other obligations to be performed by Sublessee under
this Sublease, (4) the proposed sublessee is financially and operationally
responsible and (5) PDA has given its approval to the proposed sublease. [In the
event the rent for the Subleased Premises exceeds the rental charged to
Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such
excess to Sublessor upon receipt by Sublessee; provided, however, that any
rental received by Sublessee during a period in which no rental is due to
Sublessor shall be paid in its entirety to Sublessor.]

21.4. Continuing Liability of Sublessee. No subletting, assignment or transfer,
whether Sublessor's consent is required or otherwise given hereunder, shall
release Sublessee's obligations or alter the primary liability of Sublessee to
pay the rent and to perform all other obligations to be performed by Sublessee
hereunder. The acceptance of rent by


                                       35
<PAGE>

Sublessor from any other person shall not be deemed to be a waiver by Sublessor
of any provision hereof. Consent to one assignment or subletting shall not be
deemed consent to any subsequent assignment or subletting. If any assignee of
Sublessee or any successor of Sublessee defaults in the performance of any of
the terms hereof, Sublessor may proceed directly against Sublessee without the
necessity of exhausting remedies against such assignee or successor. If
Sublessee assigns this Sublease, or sublets all or a portion of the Subleased
Premises, or requests the consent of Sublessor to any assignment or subletting,
or if Sublessee requests the consent of Sublessor for any act that Sublessee
proposes to do, then Sublessee shall pay Sublessor's reasonable processing fee
and reimburse Sublessor for all reasonable attorneys' fees incurred in
connection therewith. Any assignment or subletting of the Subleased Premises
that is not in compliance with the provisions of this Article 21 shall be void
and shall, at the option of Sublessor, terminate this Sublease.

21.5. Notwithstanding any other provision of this Sublease, any assignment or
sublease shall comply with the provision of Article 22 including the notice
requirements of Condition 10.8 of the FFA (as that term is defined in Section
22.8) and the terms and conditions of the Primary Sublease.

21.6. Mortgages. Except as otherwise expressly agreed to by PDA in writing,
Sublessee shall not have the right to engage in any financing or other
transaction creating any mortgage upon the Subleased Premises. Any approval of
PDA shall be expressly subject to Condition 21 of the Master Lease and the
provisions of the Primary Sublease.


ARTICLE 22

ENVIRONMENTAL PROTECTION

22.1. Sublessee and any sublessee or assignee of Sublessee shall comply with all
federal, state, and local laws, regulations, and standards that are or may
become applicable to Sublessee's or Sublessee's or assignee's activities at the
Subleased Premises, including but not limited to, the applicable environmental
laws and regulations identified in Exhibit 7, as amended from time to time.

22.2. Sublessee and any sublessee or assignee of Sublessee shall be solely
responsible for obtaining at their cost and expense any environmental permits
required for their operations under this Sublease or any sublease or assignment,
independent of any existing Airport permits.

22.3. Sublessee shall indemnify, defend and hold harmless Sublessor, PDA and the
Air Force against and from all claims, judgments, damages, penalties, fines,
costs and expenses, liabilities and losses (including, without limitation,
diminution in value of the Premises, damages for the loss or restriction on the
use of the Premises, and sums paid in settlement of claims, attorneys' fees,
consultants' fees and experts' fees), resulting or


                                       36
<PAGE>

arising from discharges, emissions, spills, releases, storage, or disposal of
any Hazardous Substances, or any other action by the Sublessee, or any sublessee
or assignee of the Sublessee, giving rise to Sublessor or PDA or Air Force
liability, civil or criminal, or responsibility under federal, state or local
environmental laws.

         This indemnification of Sublessor and PDA and Air Force by Sublessee
includes, without limitation, any and all claims, judgment, damages, penalties,
fines, costs and expenses, liabilities and losses incurred by Sublessor or PDA
or Air Force in connection with any investigation of site conditions, or any
remedial or removal action or other site restoration work required by any
federal, state or local governmental unit or other person for or pertaining to
any discharges, emissions, spills, releases, storage or disposal of Hazardous
Substances arising or resulting from any act or omission of the Sublessee or any
sublessee or assignee of the Sublessee at the Subleased Premises after the
Occupancy Date. "Occupancy Date" as used herein shall mean the earlier of the
first day of Sublessee's occupancy or use of the Subleased Premises or the date
of execution of this Sublease. "Occupancy" or "Use" shall mean any activity or
presence including preparation and construction in or upon the Subleased
Premises.

         The provisions of this Section shall survive the expiration or
termination of the Sublease, and the Sublessee's obligations hereunder shall
apply whenever the Sublessor or the Air Force incurs costs or liabilities for
the Sublessee's actions of the types described in this Article.

22.4. Notwithstanding any other provision of this Sublease, Sublessee and its
sublessees and assignees do not assume any liability or responsibility for
environmental impacts and damage caused by the use by the Air Force of Hazardous
Substances on any portion of the Airport, including the Subleased Premises. The
Sublessee and its sublessees and assignees have no obligation to undertake the
defense, remediation and cleanup, including the liability and responsibility for
the costs of damages, penalties, legal and investigative services solely arising
out of any claim or action in existence now, or which may be brought in the
future by any person, including governmental units against the Air Force,
because of any use of, or release from, any portion of the Airport (including
the Subleased Premises) of any Hazardous Substances prior to the Occupancy Date.

22.5. As used in this Sublease, the term "Hazardous Substances" means any
hazardous or toxic substance, material or waste, oil or petroleum product, which
is or becomes regulated by any local governmental authority, the State of New
Hampshire or the United States Government. The term "Hazardous Substances"
includes, without limitation, any material or substance which is (i) defined as
a "hazardous waste," under New Hampshire RSA ch.147-A, (ii) defined as a
"hazardous substance" under New Hampshire RSA ch.147-B, (iii) oil, gasoline or
other petroleum product, (iv) asbestos, (v) listed under or defined as hazardous
substance pursuant to Part Hc. P 1905 ("Hazardous Waste Rules") of the New
Hampshire Code of Administrative Rules, (vi) designated as a "hazardous
substance" pursuant to Section 311 of the Federal Water Pollution Control Act
(33 U.S.C.


                                       37
<PAGE>

Section 1317, (vii) defined as a "hazardous waste" pursuant to Section 1004 of
the Federal Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et
seq. (42 U.S.C. Section 6903), or (viii) defined as a "hazardous substance"
pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C.
Section 9601) and (ix) so defined in the regulations adopted and publications
promulgated pursuant to any of such laws, or as such laws or regulations may be
further amended, modified or supplemented (collectively "Hazardous Substance
Laws").

         As used in this Sublease, the terms "release" and "storage" shall have
the meanings provided in RSA 147-B:2, as amended, and the term "disposal" shall
have the meaning provided in RSA 147-A:2.

22.6. Sublessor's rights under this Sublease and PDA's rights under the Primary
Sublease specifically include the right for Sublessor and PDA to inspect the
Subleased Premises and any buildings or other facilities thereon for compliance
with environmental, safety, and occupational health laws and regulations,
whether or not the Sublessor or PDA is responsible for enforcing them. Such
inspections are without prejudice to the right of duly constituted enforcement
officials to make such inspections.

22.7. Notwithstanding any other provision of this Sublease and pursuant to the
Primary Sublease, PDA is not responsible for any removal or containment of
asbestos. If Sublessee and any sublessee or assignee intend to make any
improvements or repairs that require the removal of asbestos, an appropriate
asbestos disposal plan must be incorporated in the plans and specifications. The
asbestos disposal plan shall identify the proposed disposal site for the
asbestos. In addition, non-friable asbestos which becomes friable through or as
a consequence of the activities of Sublessee will be abated by Sublessee at its
sole cost and expense. The Sublessor hereby certifies that the leased premises
and the building containing the leased premises are free of any asbestos
materials.

22.8. Sublessor and Sublessee acknowledge that the Airport has been identified
as a National Priority List (NPL) Site under the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA) of 1980, as amended. Sublessee
acknowledges that Sublessor has provided it with a copy of the Pease Federal
Facility Agreement ("FFA") entered into by EPA, and the Air Force on April 24,
1991, and Modification No. 1 thereto, effective March 18, 1993, agrees that it
will comply with the terms of the FFA to the extent the same may be applicable
to the Subleased Premises and that should any conflict arise between the terms
of the FFA and the provisions of this Sublease, the terms of the FFA will take
precedence. The Sublessee further agrees that the Sublessor and PDA assume no
liability to the Sublessee or any sublessee or assignee of Sublessee should
implementation of the FFA interfere with their use of the Subleased Premises.
The Sublessee and its sublessee(s) and assignee(s) shall have no claim on
account of any such interference against the Sublessor, or PDA or any officer,
agent, employee or contractor thereof, other than a claim to Sublessor for
abatement of rent.


                                       38
<PAGE>

22.9. The Air Force, EPA, and NHDES and their officers, agents, employees,
contractors, and subcontractors have the right, upon reasonable notice to the
Sublessee and any sublessee or assignee, to enter upon the Subleased Premises
for the purposes enumerated in this subparagraph and for such other purposes
consistent with the FFA:

                  (1) to conduct investigations and surveys, including, where
         necessary, drilling, testpitting, borings and other activities related
         to the Pease Installation Restoration Program ("IRP") or the FFA;

                  (2) to inspect field activities of the Air Force and its
         contractors and subcontractors in implementing the IRP or the FFA;

                  (3) to conduct any test or survey required by the EPA or NHDES
         relating to the implementation of the FFA or environmental conditions
         at the Subleased Premises or to verify any data submitted to the EPA or
         NHDES by the Air Force relating to such conditions;

                  (4) to construct, operate, maintain or undertake any other
         response or remedial action as required or necessary under the IRP or
         the FFA, including, but not limited to monitoring wells, pumping wells
         and treatment facilities.

22.10. Sublessee and its sublessees and assignees agree to comply with the
provisions of any health or safety plan in effect under the IRP or the FFA
during the course of any of the above described response or remedial actions.
Any inspection, survey, investigation, or other response or remedial action
will, to the extent practicable, be coordinated with representatives designated
by the Sublessee and any sublessee or assignee. Sublessee and any sublessee or
assignee shall have no claim on account of such entries against the State as
defined in FFA or any officer, agent, employee, contractor, or subcontractor
thereof.

22.11. Sublessee further agrees that in the event of any authorized sublease or
assignment of the Subleased Premises, it shall provide to the Air Force, EPA and
NHDES by certified mail a copy of the agreement of sublease or assignment of the
Subleased Premises within fourteen (14) days after the effective date of such
transaction. Sublessee may delete the financial terms and any other proprietary
information from any sublease or assignment submitted to the above mentioned
entities.

22.12. The Airport air emissions offsets and Air Force accumulation points for
hazardous and other wastes will not be made available to Sublessee. Sublessee
shall be responsible for obtaining from some other source(s) any air pollution
credits that may be required to offset emissions resulting from its activities
under the Sublease.

22.13. Any permit required under Hazardous Substance Laws for the management of
Hazardous Substances stored or generated by Sublessee or any sublessee or
assignee of Sublessee shall be obtained by Sublessee or its sublessees or
assignee and shall be limited to generation and transportation. Any violation of
this requirement shall be deemed a


                                       39
<PAGE>

material breach of this Sublease. Sublessee shall provide at its own expense
such hazardous waste storage facilities, complying with all laws and
regulations, as it needs for management of its hazardous waste.

22.14. Sublessee, and any sublessee or assignee of Sublessee whose operations
utilize Hazardous Substances, shall have a completed and approved plan for
responding to Hazardous Substances spills prior to commencement of operations on
the Subleased Premises. Such plan shall be independent of, but not inconsistent
with, any plan or other standard of PDA applicable to the Airport and except for
initial fire response and/or spill containment, shall not rely on use of the
Airport or Sublessor personnel or equipment. Should the Sublessor provide any
personnel or equipment, whether for initial fire response and/or spill
containment or otherwise, on request of the Sublessee, or because the Sublessee
was not, in the opinion of Sublessor, conducting timely cleanup actions, the
Sublessee agrees to reimburse the Sublessor for its costs.

22.15. Sublessee, and any sublessee or assignee of Sublessee, must maintain and
make available to PDA, the Air Force, EPA and NHDES all records, inspections
logs, and manifests that tract the generation, handling, storage, treatment and
disposal of hazardous waste, as well as all other records required by applicable
laws and requirements. PDA and the Air Force reserve the right to inspect the
Subleased Premises and Sublessee's, its sublessee's or assignee's records for
compliance with Federal, State, local laws, regulations, and other requirements
relating to the generation, handling, storage, treatment and disposal of
hazardous waste, as well as the discharge or release of hazardous substances.
Violations may be reported by PDA and the Air Force to appropriate regulatory
agencies, as required by applicable law. The Sublessee, its sublessees or
assignees shall be liable for the payment of any fines and penalties or costs
which may accrue to the United States of America or PDA as a result of the
actions of Sublessee, its sublessees or assignees, respectively.

22.16 Prior to the storage, mixing, or application of any pesticide, as that
term is defined under the Federal Insecticide, Fungicide, and Rodenticide Act,
the Sublessee, its sublessees and assignees shall prepare a plan for storage,
mixing and application of pesticides ("Pesticide Management Plan"). The
Pesticide Management Plan shall be sufficient to meet all applicable Federal,
State and local pesticide requirements. The Sublessee, its sublessees and
assignees shall store, mix and apply all pesticides within the Subleased
Premises only in strict compliance with the Pesticide Management Plan. The
pesticides will only be applied by a licensed applicator.

22.17 The Sublessee, its sublessees and assignees must notify the Sublessor and
the Site Manager of its intent to possess, store, or use any licensed or
licensable source or byproduct materials, as those terms are defined under the
Atomic Energy Act and its implementing regulations; of Sublessee's, its
sublessees and assignees intent to possess, use or store radium; and of
Sublessee's, its sublessees and assignees intent to possess or use any equipment
producing ionizing radiation and subject to specific licensing requirements or
other individual regulations, at lease sixty (60) days prior to the entry of


                                       40
<PAGE>

such materials or equipment upon the Airport. Upon notification, the Sublessor
and the Site Manager may impose such requirements, including prohibition of
possession, use, or storage, as deemed necessary to adequately protect health
and human environment. Thereafter, the Sublessee must notify the Sublessor and
the Site Manager of the presence of all licensed or licensable source or other
byproduct materials, of the presence of all radium, and of the presence of all
equipment producing ionizing radiation and subject to specific licensing
requirements or other individual regulation; provided, however, that the
Sublessee, its sublessees and assignees need not make either of the above
notifications to the Sublessor and the Site Manager with respect to source and
byproduct material which is exempt from regulation under the Atomic Energy Act.
The Sublessee shall not, under any circumstances, use, own, possess or allow the
presence of special nuclear material on the Subleased Premises.


ARTICLE 23

HOLDING OVER

         Holding Over. Any holding over by Sublessee after the expiration of the
Term of this Sublease shall be treated as a daily tenancy at sufferance at a
rate equal to the then fair rental value of the Subleased Premises but in no
event less twice the sum of (i) Basic Rent and (ii) Additional Rent in effect on
the expiration date. Sublessee shall also pay to Sublessor all damages, direct
and/or indirect (including any loss of a Sublessee or rental income), sustained
by reason of any such holding over. Otherwise, such holding over shall be on the
terms and conditions set forth in this Sublease as far as applicable. The
Sublessor may, but shall not be required to, and only on written notice to
Sublessee after the expiration of the Term hereof, elect to treat such holding
over as an extension of the Term of this Sublease for a period of up to one (1)
year, as designated by Sublessor, such extension to be on the terms and
conditions set forth in this Section.

ARTICLE 24

WAIVERS

         Failure of Sublessor to complain of any act or omission on the part of
Sublessee, no matter how long the same may continue, shall not be deemed to be a
waiver by Sublessor of any of its rights hereunder. No waiver by Sublessor at
any time, express or implied, or any breach of any provision of this Sublease
shall be deemed a waiver of a breach of any other provision of this Sublease or
a consent of any subsequent breach of the same or any other provision. If any
action by Sublessee shall require Sublessor's consent or approval, Sublessor's
consent to or approval of such action on any one occasion shall not be deemed a
consent to or approval of said action on any subsequent occasion or a consent to
or approval of any other action on the same or any subsequent occasion. No
payment by Sublessee or acceptance by Sublessor of a lesser amount than shall be
due from Sublessee to Sublessor shall be deemed to be anything but payment on


                                       41
<PAGE>

account, and the acceptance by Sublessor of a check for a lesser amount with an
endorsement or statement thereon, or upon letter accompanying said check that
said lesser amount is payment in full, shall not be deemed an accord and
satisfaction, and Sublessor may accept said check without prejudice to recover
the balance due or pursue any other remedy. Any and all rights and remedies
which Sublessor may have under this Sublease or by operation of law, either at
law or in equity, upon any breach, shall be distinct, separate and cumulative,
and shall not be deemed inconsistent with each other; and no one of them,
whether exercised by Sublessor or not, shall be deemed to be in exclusion of any
other; and any two or more of all such rights and remedies may be exercised at
the same time.


ARTICLE 25

QUIET ENJOYMENT

         Sublessor agrees that upon Sublessee's paying the rent and performing
and observing the agreements, conditions and other provisions on its part to be
performed and observed, Sublessee shall and may peaceably and quietly have,
hold, and enjoy the Subleased Premises during the term of this Sublease without
any manner of hindrance or molestation from Sublessor or anyone claiming under
Sublessor, subject, however, to the terms of this Sublease and any instruments
having a prior lien.

ARTICLE 26

FAILURE OF PERFORMANCE

         If Sublessee shall default in the performance or observance of any
agreement or condition of this Sublease contained on its part to be performed or
observed, other than an obligation to pay money, and shall not cure such default
within fifteen (15) days after written notice from Sublessor specifying the
default (or shall not within said period commence to cure such default and
thereafter prosecute the curing of such default to completion with due
diligence), Sublessor may, at its option, without waiving any claim for damages
for breach of agreement, at any time thereafter cure such default for the
account of Sublessee, and any amount paid or any contractual liability incurred
by Sublessor in so doing shall be deemed paid or incurred for the account of
Sublessee, and Sublessee agrees to reimburse Sublessor therefor or save
Sublessor harmless therefrom; provided that Sublessor may cure any such default
as aforesaid prior to the expiration of said waiting period after notice to
Sublessee, if the curing of such default prior to the expiration of said waiting
period is reasonably necessary to protect the real estate or Sublessor's
interest therein, or to prevent injury or damage to persons or property. If
Sublessee shall fail to reimburse Sublessor upon demand for any amount paid for
the account of Sublessee hereunder, said amount, plus interest therefrom from
the date of Sublessor's demand at the Lease Interest Rate, shall be added to and
become due as a part of the next payment of rent due hereunder.


                                       42
<PAGE>

ARTICLE 27

INTERPRETATION

27.1. This instrument contains the entire and only agreement between the
parties, and no oral statements or representations or prior written matter not
contained in this instrument shall have any force or effect. This Sublease shall
not be modified in any way except by a writing subscribed by both parties.

27.2. Wherever in this Sublease it is provided that the consent or approval of
either party must be obtained in order to authorize any act or course of conduct
by the other party, the party whose consent or approval is necessary may grant
or withhold said consent or approval, except where expressly provided to the
contrary in this Sublease, at its sole and absolute discretion and with or
without explanation of the reason or reasons for granting or withholding the
same.

27.3. In the event of a breach of this Sublease by either party, the prevailing
party shall be entitled to reasonable attorneys fees and costs.

27.4. This Sublease shall be governed by the laws of the State of New
Hampshire.


ARTICLE 28

NOTICES

                  All notices and other communications authorized or required
hereunder shall be in writing and shall be given by mailing the same certified
or registered mail, return receipt requested, postage prepaid, or first class
mail, postage prepaid or by mailing the same by Express Mail or by having the
same delivered by a commercial delivery service to the following address:

         If to Sublessor:           119 International Drive, L.L.C.
                                    c/o CPManagement, Inc.
                                    Three Mound Court
                                    Merrimack, NH  03054



         If to Sublessee:           BayCorp Holdings, LTD.
                                    Attn:______________________
                                    15 Rye Street
                                    Portsmouth, NH  03801


                                       43
<PAGE>

ARTICLE 29

DISPUTES AND LITIGATION

29.1. Except as provided below: In the event of a dispute between the parties,
it shall be a condition precedent to the initiation of any formal litigation in
a court of competent jurisdiction that the parties shall have meet face to face
in a good faith effort to resolve the dispute directly between them. In the
event that they are unsuccessful, each party agrees to submit the dispute to
alternative dispute resolution, initially by mediation, and the parties shall
equally share the expense of such mediation.

         In the event that mediation is unsuccessful, the parties shall then
submit the dispute to arbitration (binding if the parties agree) in accordance
with the Rules of the American Arbitration Association. In the event that
arbitration fails, and provided that the parties have participated in the
alternative dispute resolution, provisions hereof in good faith, the aggrieved
party may then commence litigation.

29.2. The foregoing alternative dispute resolution provisions shall not apply in
the event that either party reasonably requires immediate ex parte and/or
injunctive relief from a Court of competent jurisdiction.

ARTICLE 30

MISCELLANEOUS

30.1. Any actions or proceedings with respect to any matters arising under or
growing out of this Sublease shall be instituted and prosecuted only in the
courts located in the State of New Hampshire. Nothing contained in this Article
or any other provision of this Sublease shall be deemed to constitute a waiver
of the sovereign immunity of the State of New Hampshire, which immunity is
hereby reserved to PDA and to the State of New Hampshire.

30.2. Sublessee shall faithfully observe and comply with such rules and
regulations as the PDA may adopt for the operation of the Airport and such rules
and regulations as Sublessor may adopt for the operation of the building and lot
of which the Subleased Premises are a part, which rules and regulations are
reasonable and nondiscriminatory as well as all modifications thereof and
additions thereto. PDA shall not be responsible to Sublessee for the violation
or nonperformance by any other Sublessee of the PDA of such airport rules and
regulations, and Sublessor shall not be responsible to Sublessee for the
violation or nonperformance by any other Sublessee of Sublessor of any of such
rules and regulations pertaining to the building and the lot of which the
Subleased Premises are a part.

30.3. Sublessee agrees to conform to such additional provisions required, from
time to


                                       44
<PAGE>

time, by the FAA ("FAA Requirements") or its successor with respect to the
operation of the Airport, or a portion thereof. The current FAA Requirements are
attached hereto as Exhibit 9 and incorporated herein by reference.

30.4. This Sublease is subject and subordinate to any agreements heretofore or
hereafter made between PDA and the United States or the Air Force, the execution
of which is required to enable or permit transfer of rights or property to PDA
for airport purposes or expenditure of federal grant funds for airport
improvement, maintenance or development, including, without limitation, the
Application and Acceptance, Master Lease and FFA. Sublessee shall abide by
requirements of any agreement between PDA and the United States or the Air Force
applicable to the Subleased Premises or Sublessee's activities at the Airport
and shall consent to amendments and modifications of this Sublease if required
by such agreements or as a condition of Sublessor's entry into such agreements.

         This Sublease is further subject and subordinate to the Primary
Sublease between PDA and Sublessor, and Sublessee shall abide by the provisions
of the Primary Sublease applicable to the Subleased Premises or Sublessee's
activities at the Airport and shall consent to amendments and modifications of
this Sublease if required by the Primary Sublease.

30.5. Sublessee acknowledges that PDA, in its sole discretion, shall determine
and may from time to time change the routes of surface ingress and egress
connecting the Subleased Premises. PDA also reserves the right to further
develop the Airport, or such portion of the Airport as is owned or controlled by
PDA, as it sees fit, regardless of the desires or views of Sublessee and without
interference or hindrance.

30.6. The Sublessee herein covenants by and for itself, its heirs, executors,
administrators, and assigns, and all persons claiming under or through it, that
this Sublease is made and accepted upon and subject to the following conditions:

         That there shall be no discrimination against or segregation of any
person or group of persons, on account of race, color, creed, national origin,
or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure,
or enjoyment of the Premises herein leased nor shall the Sublessee, or any
person claiming under or through it, establish or permit any such practice or
practices of discrimination or segregation with reference to the selection,
location, number, use, or occupancy, of tenants, lessees, sublessees,
subtenants, or vendees in the Subleased Premises herein leased.

30.7. All obligations of Sublessee to indemnify, defend and hold harmless
Sublessor, PDA and the Air Force and to make any monetary payment to Sublessor,
PDA and the Air Force shall survive the termination or expiration of this
Sublease.

30.8. Sublessor's Liability. (a) With respect to any services or utilities to be
furnished by Sublessor to Sublessee, Sublessor shall in no event be liable for
failure to furnish the same when prevented from doing so by force, major strike,
lockout, breakdown, accident, order


                                       45
<PAGE>

or regulation of or by any governmental authority, or failure of supply, or
inability by the exercise of reasonable diligence to obtain supplies, parts or
employees necessary to furnish such services, or because of war or other
emergency, or for any cause beyond Sublessor's reasonable control, or for any
cause due to any act or neglect of Sublessee or Sublessee's servants, agents,
employees, licensees or any person claiming by, through or under Sublessee; nor
shall any such failure give rise to any claim in Sublessee's favor that
Sublessee has been evicted, either constructively or actually, partially or
wholly.

(b) In no event shall Sublessor ever be liable to Sublessee for any loss of
business or any other indirect or consequential damages suffered by Sublessee
from whatever cause.

(c) With respect to any repairs or restoration which are required or permitted
to be made by Sublessor, the same may be made during normal business hours and
Sublessor shall have no liability for damages to Sublessee for inconvenience,
annoyance or interruption of business arising therefrom.

30.9. Rules and Regulations. Sublessee shall abide by rules and regulations set
forth in Exhibit 11 attached hereto and those rules and regulations from time to
time established by Sublessor, it being agreed that such rules and regulations
will be established and applied by Sublessor in a non-discriminatory fashion,
such that all rules and regulations shall be generally applicable to other
sublessees of the Building of similar nature to the Sublessee named herein.
Sublessor agrees to use reasonable efforts to insure that any such rules and
regulations are uniformly enforced, but Sublessor shall not be liable to
Sublessee for violation of the same by any other Sublessee or occupant of the
Building, or persons having business with them. In the event that there shall be
any conflict between such rules and regulations and the provisions of this
Sublease, the provisions of this Sublease shall control.

30.10. Additional Charges. If Sublessee shall fail to pay when due any sums
under this Sublease designated or payable as an additional charge, Sublessor
shall have the same rights and remedies as Sublessor has hereunder for failure
to pay Basic Rent.

30.11. Brokerage. Sublessee warrants and represents that Sublessee has dealt
with no broker in connection with the consummation of this Sublease and, in the
event of any brokerage claims against Sublessor predicated upon prior dealings
with Sublessee, Sublessee agrees to defend the same and indemnify Sublessor
against any such claim.

30.12 Early Termination Option. Subject to the terms and conditions hereinafter
set forth, Sublessee shall have the right and option (the "Early Termination
Option") to terminate this Sublease effective at a date in time between the
first day of the twenty-fourth (24th) full calendar month and the last day of
the twenty-fourth (24th) calendar month of the Base Term (the "Early Termination
Date") provided that each of the "Termination Conditions" (as said term is
hereafter defined) are satisfied as and when required by this Section 30.12. As
used herein, the term "Termination Conditions" shall mean that (i) Sublessee
shall


                                       46
<PAGE>

provide Sublessor with written notice (an "Early Termination Notice") of its
exercise of the Early Termination Option not later than three months prior to
the Early Termination Date, (ii) on or before the Early Termination Date,
Sublessee shall deliver to Sublessor the Termination Fee (as said term is
hereinafter defined) in good funds and (iii) there shall exist no Default beyond
any applicable grace period, as to a material provision of the Sublease of
Sublessee which remains uncured either at the time of the giving of the Early
Termination Notice by Sublessee or upon the Early Termination Date. Failure of
Sublessee to timely exercise the Early Termination Option specifically in
accordance with the terms and provisions of this Section 30.12 or any failure of
Sublessee to comply with any of the Termination Conditions within the time and
manner provided herein, time being of the essence, shall be deemed a waiver of
the Early Termination Option by Sublessee unless Sublessor, in its discretion,
shall waive any of such conditions in writing. It is agreed and understood that
the Early Termination Option may be exercised only once by Sublessee and in no
event shall the Early Termination Date be other than the last day of the 24th
full calendar month of the Base Term, time being of the essence, of all of the
provisions of this Section 30.12.

If Sublessee shall timely and properly exercise the Early Termination Option,
Sublessee shall surrender and deliver up the Subleased Premises to Sublessor on
the Early Termination Date as if such date were the date originally specified in
his Sublease as the last day of the Term of this Sublease. The Hold-over section
of this Lease (Section 23.1) shall apply to any hold-over by Sublessee beyond
the Early Termination Date. As used herein, the term "Termination Fee" shall
mean $100,000.00 representing the agreed upon damages.


                                       47
<PAGE>

                                    EXECUTION

         IN WITNESS WHEREOF, Sublessor and Sublessee have executed this Sublease
effective as of the ____ day of ___________ , 2001.

                                           119 INTERNATIONAL
                                           DRIVE, L.L.C.

                                   By:      /s/ Cyrus Gregg
                                        --------------------------------------
                                   Its:         Co-Manager
                                               "Sublessor"

                                           BAYCORP HOLDINGS, LTD.


                                   By:     /s/ Patrycia Barnard
                                        --------------------------------------
                                   Its:    Treasurer, Vice President - Finance
                                                         "Sublessee"

STATE OF NEW HAMPSHIRE
                            : ss.
COUNTY OF [           ]

On this ____ day of __________, 200__ , before me,________________ , a Notary
Public in and for said County and State, personally appeared
____________________ , personally known to me (or proved to me on the basis of
satisfactory evidence) to be the of _____________________ , and on oath stated
that he was authorized to execute this instrument and acknowledged it to be his
free and voluntary act for the uses and purposes set forth herein.


                                Notary Public in and for said County and State

STATE OF NEW HAMPSHIRE
                             : ss.
COUNTY OF ROCKINGHAM

On this ___________ day of _______ , 200____ , before me, __________________ , a
Notary Public in and for said County and State, personally appeared
[____________________], personally known to me (or proved to me on the basis of
satisfactory evidence) to be the [_________________] of [________________] and
on oath stated that he was authorized to execute this instrument and
acknowledged it to be his free and voluntary act for the uses and purposes set
forth herein.


                                 Notary Public in and for said County and State


                                       48
<PAGE>

                                    EXHIBIT 1


                                PRIMARY SUBLEASE


                                       49
<PAGE>


                                    EXHIBIT 2


                           APPLICATION AND ACCEPTANCE


                                       50

<PAGE>


                                    EXHIBIT 3


         MASTER LEASE BETWEEN PEASE DEVELOPMENT AUTHORITY AND AIR FORCE


                                       51
<PAGE>


                                    EXHIBIT 4


                          FEDERAL FACILITIES AGREEMENT


                                       52
<PAGE>


                                    EXHIBIT 5


                    PLANS DESIGNATING THE SUBLEASED PREMISES


                                       53
<PAGE>

8/6/2001

                                    EXHIBIT 6
                      ****AS PER PLANS (DATED 7/10/01)****

<TABLE>
<S>                                           <C>                           <C>
Company:                                      BAY CORP
Useable Square Feet:                            4,503                       APPROXIMATE
Rentable Square Feet:                           5,298
</TABLE>

<TABLE>
<CAPTION>
                                               Notes                                                     SUB-TOTALS
<S>                                        <C>                                <C>                        <C>
Metal framing & drywall:
                                           demising walls                     $3,822
                                           interior walls                     $7,375
                                           exterior walls                     $  960
</TABLE>

<TABLE>
<S>                 <C>               <C>                                     <C>                         <C>
                    Total drywall:                                                                        $12,157
Electrical:
                                                                              $20,264
                        Sub-total:                                                                        $20,264
HVAC                                 *INCLUDES LIEBERT FOR SERVER RM                                      $36,024
Plumbing                                   included above
Insulation:
     Exterior walls                                                            $600
     Interior walls                                                           $1,328
                        Sub-total:                                                                         $1,928
Ceilings:
                                              standard                        $5,404

                        Sub-total:                                                                         $5,404
Flooring:                                 ALLOWANCE $14.00
                                               carpet                         $7,005
                                             hard floors
                                              baseboard                        $782
                        Sub-total:                                                                         $7,787
Sprinkler                                                                                                  $3,377
Doors: (installed)
  3' solid core KD                                                            $2,760
  3' w/sidelite                                                                $440
  full lites                                                                    $0
                        Sub-total:                                                                         $3,200
Painting
                        Sub-total:                                                                         $4,953
Fire Alarm                                                                                                  $780
Carpentry                                                                                                  $1,200
Window sills
(drywall)                                                                                                $0
Window treatment                                                                                            $960
Architectural                                                                                              $5,404
Misc.
  Glass (full lites)
  Shelving                                                                                                   $0
  Cabinets                                                                   ALLOWANCE                     $2,500
  Reception
  Kitchen                                                                                                    $0
  Folding wall                                                                                              $0
                                                                                                          ------
                        Sub-total:                                                                        $105,937

Gen. Requirements:                                                                                        $5,297
                                                                                                          ------
                        Sub-total:                                                                        $111,234
OH & P                                                                                                    $15,573
                                                                                                          -------
                            TOTAL:                      PER SQ FT:            $23.94                      $126,806

Allowance                                                                     $23.94                      $126,826
(over) under                                                                                                   $19
</TABLE>

<TABLE>
<CAPTION>
        TERM (YEARS)        RENTABLE AREA          BASE RENT          TOTAL
        ------------        -------------          ---------          -----
<S>                         <C>                    <C>                <C>
             5                  5,298               $16.00            $16.00
</TABLE>


                                       54
<PAGE>

NOTE 1:  TENANT RESPONSIBLE FOR PHONE AND DATA CABLING, AND FINAL CONNECTIONS

THIS BUDGET REPRESENTS THE AGREED UPON COST TO CONSTRUCT AS REPRESENTED BY
PLANS, SPECIFICATIONS, SELECTIONS AND CHANGE ORDERS BY TENANT AS nm OF DATE
REPRESENTED.


                                   SIGNATURE:_______________________

                                   DATE:                              8/6/2001


                                       55
<PAGE>

                                    EXHIBIT 7

                   LIST OF ENVIRONMENTAL LAWS AND REGULATIONS

Air Quality:                 (a)      Clean Air Act & Amendments, 42 U.S.C.
                                      7401-7642
                             (b)      40 CFR Parts 50-52, 61, 62, 65-67, 81
                             (c)      RSA ch. 125-C, Air Pollution Control, and
                                      rules adopted thereunder
                             (d)      RSA ch. 125-H, Air Toxic Control Act, and
                                      rules adopted thereunder

Hazardous Materials:         (a)      Hazardous Materials Transportation Act',
                                      49 U.S.C. 1801-1813, and Department of
                                      Transportation Regulations thereunder
                             (b)      Emergency Planning and Community Right-
                                      To-Know Act, 42 U.S.C. 11001-11050
                             (c)      49 CFR Parts 100-179
                             (d)      40 CFR Part 302
                             (e)      RSA ch. 277-A, Toxic Substances in the
                                      Workplace, and rules adopted thereunder

Hazardous Waste:             (a)      Resource Conservation and Recovery Act
                                      (RCRA) of 1976 and RCRA
                                      Amendments of 1984, 42 U.S.C.
                                      6901-6991i
                             (b)      Comprehensive Environmental Response,,
                                      Compensation, and Liability Act
                                      (CERCLA) of 1980, as amended, 42 U.S.C.
                                      9601-9675
                             (c)      40 CFR Parts 260-271, 300, 302
                             (d)      RSA ch. 147-A, Hazardous Waste
                                      Management and rules adopted thereunder

Water Quality:               (a)      Federal Water Pollution Control Act
                                      (Clean Water Act) and Amendments, 33
                                      U.S.C. 1251-1387
                             (b)      Safe Drinking Water Act, as amended, 42
                                      U.S.C. 300f-300j-26
                                      40 CFR Title 100-143, 401 and 403
                             (c)      RSA ch. 146-A, Oil Spillage in Public
                                      Waters, and rules adopted thereunder
                             (d)      RSA ch. 485, New Hampshire Safe
                                      Drinking Water Act, and rules adopted
                                      thereunder
                             (e)      RSA ch. 485-A, Pollution and Waste
                                      Disposal, and rules adopted thereunder


                                       56
<PAGE>

                                    EXHIBIT 8


                          CERTIFICATE OF GOOD STANDING





                           TO BE PROVIDED BY SUBLESSEE


                                       57
<PAGE>

                                    EXHIBIT 9

                         SUBLEASE PROVISIONS REQUIRED BY
                       THE FEDERAL AVIATION ADMINISTRATION


1. Sublessee, for himself, his heirs, personal representatives, successors in
interest, and assigns, as a part of the consideration hereof, does hereby agree
that in the event facilities are constructed, maintained, or otherwise operated
on the Subleased Premises, for a purpose for which a United States Department of
Transportation ("DOT") program or activity is extended or for another purpose
involving the provision of similar services or benefits, Sublessee shall
maintain and operate such facilities and services in compliance with all other
requirements imposed pursuant to Title 49, Code of Federal Regulations, DOT,
Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally
Assisted Programs of the Department of Transportation Effectuation of Title VI
of the Civil Rights Act of 1964, and as said Regulations may be amended.

2. Sublessee, for himself, his personal representative, successors in interest,
and assigns, as a part of the consideration hereof, does hereby agree that: (i)
no person on the grounds of race, color, or national origin shall be excluded
from participation in, denied the benefits of, or otherwise be subjected to
discrimination in the use of said facilities; (ii) that in the construction of
any improvements on, over, or under such land and the furnishing of services
thereon, no person on the grounds of race, color, or national origin shall be
excluded from participation in, denied the benefits of, or otherwise be excluded
from participation in, denied the benefits of, or otherwise be subject to
discrimination; and (iii) that the Sublessee shall use the premises in
compliance with all other requirements imposed by or pursuant to Title 49, Code
of Federal Regulations, Department of Transportation, Subtitle A, Office of the
Secretary, Part 21, Nondiscrimination in Federally-Assisted Programs of the
Department of Transportation Effectuation of Title VI of the Civil Rights Act of
1964, and as said Regulation may be amended.

3. That in the event of breach of any of the above nondiscrimination covenants,
Sublessor shall have the right to terminate the Sublease, and to reenter and
repossess said land and the facilities thereon, and hold the same as if said
lease, had never been made or issued. This provision does not become effective
until the procedures of 49 CFR Part 21 are allowed and completed including
expiration of appeal rights.

4. Sublessee shall furnish its accommodations and/or services on a fair, equal
and not unjustly discriminatory basis to all users thereof and it shall charge
fair, reasonable and not unjustly discriminatory prices for each unit or
service; PROVIDED THAT the Sublessee may be allowed to make reasonable and
nondiscriminatory discounts, rebates or other similar type of price reductions
to volume purchasers.

5. Non-compliance with Provision 4 above shall constitute a material breach
thereof and in the event of such noncompliance Sublessor shall have the right to
terminate this Sublease, and the estate hereby created without liability
therefore or at the election of the Sublessor or the


                                       58
<PAGE>

United States either or both of Sublessor or the United States shall have the
right to judicially enforce provisions.

6. Sublessee agrees that it shall insert the above five provisions in any lease
agreement, by which said Sublessee grants a right or privilege to any person,
firm or corporation to render accommodations and/or services to the public on
the Subleased Premises.

7. Sublessee assures that it will undertake an affirmative action program as
required by 14 CFR Part 152, Subpart E, to insure that no person shall on the
grounds of race, creed, color, national origin, or sex be excluded from
participating in any employment activities covered in 14 CFR Part 152, Subpart
E. Sublessee assures that no person shall be excluded on these grounds from
participating in or receiving the services or benefits of any program or
activity covered by this subpart. Sublessee assures that it will require that
its covered suborganizations provide assurance to the Sublessor, that they
similarly will undertake affirmative action programs and that they will require
assurances from their suborganizations, as required by 14 CFR Part 152, Subpart
E, to the same effect.

8. Sublessor reserves the right to further develop or improve the landing area
of the airport as it sees fit, regardless of the desires or view of the
Sublessee and without interference or hindrance.

9. Sublessor reserves the right, but shall not be obligated to the Sublessee to
maintain and keep in repair the landing area of the airport and all
publicly-owned facilities of the airport, together with the right to direct and
control all activities of the Sublessee in this regard.

10. This Sublease shall be subordinate to the provisions and requirements of any
existing or future agreement between the Sublessor and the United States,
relative to the development, operation or maintenance of the airport.

11. There is hereby reserved to Sublessor, its successors and assigns, for the
use and benefit of the public, a right of flight for the passage of aircraft in
the airspace above the surface of the Subleased Premises. This public right of
flight shall include the right to cause in said airspace any noise inherent in
the operation of any aircraft used for navigation or flight through the said
airspace or landing at, taking off from or operation on the airport.

12. Sublessee agrees to comply with the notification and review requirements
covered in Part 77 of the Federal Aviation Regulations in the event future
construction of building is planned for the Subleased Premises, or in the event
of any planned modification or alteration of any present or future building or
structure situated on Subleased Premises.

13. Sublessee, by accepting this Sublease expressly agrees for itself, its
successors and assigns that it shall not erect nor permit the erection of any
structure or object nor permit the growth of any tree on the land leased
hereunder above the mean sea level elevation of [_______] feet. In the event the
aforesaid covenants are breached, Sublessor reserves the right to enter upon the
Premises and to remove the offending structure or object and cut the offending
tree, all of


                                       59
<PAGE>

which shall be at the expense of the Sublessee.

14. Sublessee, by accepting this Sublease, agrees for itself, its successors and
assigns that it will not make use of the Subleased Premises in any manner which
might interfere with the landing and taking off of aircraft from the airport or
otherwise constitute a hazard. In the event the aforesaid covenant is breached,
Sublessor reserves the right to enter upon the Subleased Premises, and cause the
abatement of such interference at the expense of the Sublessee.

15. It is understood and agreed that nothing herein contained shall be construed
to grant or authorize the granting of an exclusive right within the meaning of
Section 308a of the Federal Aviation Act of 1958 (49 U.S C. 1349a).

16. This Sublease and all the provisions hereof shall be subject to whatever
right the United States Government now has or in the future may have or acquire,
affecting the control, operation, regulation and taking over of said airport or
the exclusive or non-exclusive use of the airport by the United States during
the time of war or national emergency.


                                       60
<PAGE>

                                   EXHIBIT 10


                   SUBORDINATION AND NON-DISTURBANCE AGREEMENT


                                       61
<PAGE>

                                   EXHIBIT 11
                              RULES AND REGULATIONS

1.       Except as specifically provided in the Sublease to which these Rules
         and Regulations are attached, no sign, placard, picture, advertisement,
         name or notice shall be installed or displayed on any part of the
         outside or inside of the building or Project without the prior written
         consent of Sublessor. Sublessor shall have the right to remove, at
         Sublessee's expense and without notice, any sign installed or displayed
         in violation of this rule. All approved signs or lettering on doors and
         walls shall be printed, painted, affixed or inscribed at the expense of
         Sublessee by a person approved by Sublessor.

2.       If Sublessor objects in writing to any curtains, blinds, shades,
         screens or hanging plants or other similar objects attached to or used
         in connection with any window or door of the Premises, or placed on any
         windowsill, which is visible from the exterior of the Premises,
         Sublessee shall immediately discontinue such use. Sublessee shall not
         place anything against or near glass partitions or doors or windows,
         which may appear unsightly from outside the Premises.

3.       Sublessee shall not obstruct any sidewalks, halls, passages, exits,
         entrances, elevators, escalators or stairways of the Project. The
         halls, passages, exits, entrances, shopping malls, elevators,
         escalators and stairways are not open to the general public, but are
         open, subject to reasonable regulations, to Sublessee's business
         invitees. Sublessor shall in all cases retain the right to control and
         prevent access thereto of all persons whose presence in the judgment of
         Sublessor would be prejudicial to the safety, character, reputation and
         interest of the Project and its Sublessees: provided that nothing
         herein contained shall be construed to prevent such access to persons
         with whom any Sublessee normally deals in the ordinary course of its
         business, unless such persons are engaged in illegal or unlawful
         activities. No Sublessee and no employee or invitee of any Sublessee
         shall go upon the roof(s) of the Project.

4.       The directory of the building or Project will be provided exclusively
         for the display of the name and location of Sublessees only and
         Sublessor reserves the right to exclude any other names therefrom.

5.       All cleaning and janitorial services for the Project and the Premises
         shall be provided exclusively through Sublessor, and except with the
         written consent of Sublessor, no person or persons other than those
         approved by Sublessor shall be employed by Sublessee or permitted to
         enter the Project for the purpose of cleaning the same. Sublessee shall
         not cause any unnecessary labor by carelessness or indifference to the
         good order and cleanliness of the Premises.

6.       Sublessor will furnish Sublessee, free of charge, with two keys to each
         door lock in the Premises. Sublessor may make reasonable charge for any
         additional keys. Sublessee shall not make or have made additional keys,
         and Sublessee shall not alter any lock or install a new additional lock
         or bolt on any door of its Premises. Sublessee, upon the termination of
         its tenancy, shall deliver to Sublessor the keys of all doors which
         have been furnished to Sublessee, and in the event of loss of any keys
         so furnished, shall pay Sublessor therefor.


                                       62
<PAGE>

7.       If Sublessee requires telegraphic, telephonic, burglar alarm or similar
         services, it shall first obtain, and comply with, Sublessor's
         instructions in their installation.

8.       Freight elevator(s) shall be available for use by all Sublessees in the
         building, subject to such reasonable scheduling as Sublessor, in its
         discretion, shall deem appropriate. No equipment, materials, furniture,
         packages, supplies, merchandise or other property will be received in
         the building or carried in the elevators except between such hours and
         in such elevators as may be designated by Sublessor. Sublessee initial
         move in and subsequent deliveries of bulky items, such as furniture,
         safes and similar items shall, unless otherwise agreed in writing by
         Sublessor, be made during the hours of 8:00 p.m. to 6:00 a.m. or on
         Saturday or Sunday. Deliveries during normal office hours shall be
         limited to normal office supplies and other small items. No deliveries
         shall be made which impede or interfere with other Sublessees or the
         operation of the building.

9.       Sublessee shall not place a load upon any floor of the Premises, which
         exceeds the load per square foot, which such floor was designed to
         carry and which is allowed by law. Sublessor shall have the right to
         prescribe the weight, size and position of all equipment; materials,
         furniture or other property brought into the building. Heavy objects
         shall, if necessary by Sublessor, stand on such platforms as determined
         by Sublessor to be necessary to properly distribute the weight, which
         platforms shall be provided at Sublessee's expense. Business machines
         and mechanical equipment belonging to Sublessee, which cause noise or
         vibration that may be transmitted to the structure of the building or
         to any space therein to such a degree as to be objectionable to
         Sublessor or to any Sublessees in the building, shall be placed and
         maintained by Sublessee, at Sublessee's expense, on vibration
         eliminators or other devices sufficient to eliminate noise or
         vibration. The persons employed to move such equipment in or out of the
         building must be acceptable to Sublessor. Sublessor will not be
         responsible for loss of, or damage to, any such equipment or other
         property from any cause, and all damage done to the building by
         maintaining or moving such equipment or other property shall be
         repaired at the expense of Sublessee.

10.      Sublessee shall not use or keep in the Premises any kerosene, gasoline
         or inflammable or combustible fluid or material other than those
         limited quantities necessary for the operation or maintenance of office
         equipment. Sublessee shall not use or permit to be used in the Premises
         any foul or noxious gas or substance, or permit or allow the Premises
         to be occupied or used in a manner offensive or objectionable to
         Sublessor or other occupants of the building by reason of noise, odors
         or vibrations, nor shall Sublessee bring into or keep in or about the
         Premises any birds or animals.

11.      Sublessee shall not use any method of heating or air conditioning other
         than that supplied by Sublessor.

12.      Sublessee shall not waste electricity, water or air conditioning and
         agrees to cooperate fully with Sublessor to assure the most effective
         operation of the building's heating and air conditioning and to comply
         with any governmental energy-saving rules, laws or regulations of which
         Sublessee has actual notice, and shall refrain from attempting to
         adjust controls. Sublessee shall keep corridor doors closed, and shall
         close window coverings at the end of each business day.


                                       63
<PAGE>

13.      Sublessor reserves the right, exercisable without notice and without
         liability to Sublessee, to change the name and street address of the
         building.

14.      Sublessor reserves the right to exclude from the building between the
         hours of 8:00 p.m. and 7:00 a.m. the following day, or such other hours
         as may be established from time to time by Sublessor, and on Sundays
         and legal holidays, any person unless that person is known to the
         person or employee in charge of the building and has a pass or is
         properly identified. Sublessee shall be responsible for all persons for
         whom it requests passes and shall be liable to Sublessor for all acts
         of such persons. Sublessor shall not be liable for damages for any
         error with regard to the admission to or exclusion from the building of
         any person. Sublessor reserves the right to prevent access to the
         building in case of invasion, mob, riot, public excitement or other
         commotion by closing the doors or by other appropriate action.

15.      Sublessee shall close and lock the doors of its Premises and entirely
         shut off all water faucets or other apparatus, and electricity, gas or
         air outlets before Sublessee and its employees leave the Premises.
         Sublessee shall be responsible for any damage or injuries sustained by
         other Sublessees or occupants of the building or by Sublessor for
         noncompliance with this rule.

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

17.      Sublessee shall not sell, or permit the sale at retail of newspapers,
         magazines, periodicals, theater tickets or any other goods or
         merchandise to the general public in or on the Premises. Sublessee
         shall not make nay room-to-room solicitation of business from other
         Sublessees in the Project. Sublessee shall not use the Premises for any
         business or activity other than that specifically provided for in
         Sublessee's Sublease.

18.      Sublessee shall not install any radio or television antenna,
         loudspeaker or other devices on the roof(s) or exterior walls of the
         building or Project. Sublessee shall not interfere with radio or
         television broadcasting or reception from or in the Project or
         elsewhere.

19.      Sublessee shall not mark, drive nails, screw or drill into the
         partitions, woodwork or plaster or in any way deface the Premises or
         any part thereof, except in accordance with the provisions of the
         Sublease pertaining to alterations. Pictures, artwork and bulletin
         boards may be hung provided proper materials are used. Sublessor
         reserves the right to direct electricians as to where and how
         telephones and telegraph wires are to be introduced to the Premises.
         Sublessee shall not cut or bore holes for wires. Sublessee shall not
         affix any floor covering to the floor of the Premises in any manner
         except as approved by Sublessor. Sublessee shall repair any damage
         resulting from noncompliance with this rule.


                                       64
<PAGE>

20.      Sublessee shall not install, maintain or operate upon the Premises any
         vending machines without the written consent of Sublessor.

21.      Canvassing, soliciting and distribution of handbills or any other
         written material and peddling in the Project are prohibited, and
         Sublessee shall cooperate to prevent such activities.

22.      Sublessor reserves the right to exclude or expel from the Project any
         person whom, in Sublessor's judgement, is intoxicated or under the
         influence of liquor or drugs or who is in violation of any of the Rules
         and Regulations of the Building.

23.      Sublessee shall not store all its trash and garbage within its premises
         or in other facilities provided by Sublessor. Sublessee shall not place
         in any trash box or receptacle any material, which cannot be disposed
         of in the ordinary and customary manner of trash and garbage disposal.
         All garbage and refuse disposal shall be made in accordance with
         directions issued from time to time by Sublessor.

24.      The Premises shall not be used for the storage of merchandise held for
         sale to the general public, or for lodging or for manufacturing of any
         kind, nor shall the Premises be used for any improper, immoral or
         objectionable purpose. No cooking shall be done or permitted on the
         Premises without Sublessor's consent, except that use by Sublessee of
         Underwriters' Laboratory approved equipment for brewing coffee, tea,
         hot chocolate and similar beverages or use of microwave ovens for
         employee use shall be permitted, provided that such equipment and use
         is in accordance with all applicable, federal, state, county and city
         laws, codes, ordinances, rules and regulations.

25.      Sublessee shall not use in any space or in the public halls of the
         Project any hand truck except those equipped with rubber tires and side
         guards or such other material-handling equipment as Sublessor may
         approve. Sublessee shall not bring any other vehicles of any kind into
         the building or Project.

26.      Without the written consent of Sublessor, Sublessee shall not use the
         name of the building or Project in connection with or in promoting or
         advertising the business of Sublessee except as Sublessee's address.

27.      Sublessee shall comply with all safety, fire protection and evacuation
         procedures and regulations established by Sublessor or any governmental
         agency.

28.      Sublessee assumes any and all responsibility for protecting its
         Premises from theft, robbery and pilferage, which includes keeping
         doors locked and other means of entry to the Premises closed.

29.      Sublessee's requirements will be attended to only upon appropriate
         application to the Project management office by an authorized
         individual. Employees of Sublessor shall not perform any work or do
         anything outside of their regular duties unless under special
         instructions from Sublessor, and no employee of Sublessor will admit
         any person (Sublessee or otherwise) to any office without specific
         instructions from Sublessor.


                                       65
<PAGE>

30.      Sublessor may waive any one or more of these Rules and Regulations for
         the benefit of Sublessee or any other Sublessee, but no such waiver by
         Sublessor shall be construed as a waiver of such Rules and Regulations
         in favor of Sublessee or any other Sublessee, nor prevent Sublessor
         from thereafter enforcing any such Rules and Regulations against any or
         all of the Sublessees of the Project.

31.      These Rules and Regulations are in addition to, and shall not be
         construed to in any way modify or amend in whole or in part, the terms,
         covenants, agreements and conditions of the Sublease.

32.      Sublessor reserves the right to make such other and reasonable Rules
         and Regulations as, in its judgment, may from time to time be needed
         for safety and security, for care and cleanliness of the Project and
         for the preservation of good order therein. Sublessee agrees to abide
         by all such Rules and Regulations herein above stated and any
         additional rules and regulations which are adopted.

33.      Sublessee shall be responsible for the observance of all the foregoing
         rules by Sublessee's employees, agents, clients, customers, invitees
         and guests.

34.      Sublessor shall furnish, free of charge, a reasonable number of access
         cards to Sublessee for the purpose of accessing exterior doors to the
         Building. Sublessee, upon termination of its tenancy, shall return all
         access cards, which have been furnished, to the Sublessor and in the
         event of loss of any cards so furnished, Sublessee shall pay Sublessor
         therefore.


                                       66
<PAGE>

                                   EXHIBIT 12

                                    OPERATING
                                    EXPENSES

<TABLE>
<CAPTION>
                                                                                      Per RSF
                                                            Amount                    56,360sf
<S>                                                      <C>                          <C>
Utilities:
              Water & Sewer                              $  3,945.20                  $ 0.07
              Electricity                                $ 50,160.40                  $ 0.89
              Gas                                        $ 32,688.80                  $ 0.58
                                                         -----------                  ------
                                                         $ 86,794.40                  $ 1.54

Maintenance:
              Building R&M                               $  4,508.80                  $ 0.08
              Plumbing R&M                               $    563.60                  $ 0.01
              Building Systems R&M                       $  6,199.60                  $ 0.11
              Elevator R&M                               $  3,381.60                  $ 0.06
              Supplies R&M                               $    563.60                  $ 0.01
              Parking Lot R&M                            $    300.00                  $    -
              Common Area R&M                            $    827.20                  $ 0.02
              Security & Life Safety R&M                 $  1,127.20                  $ 0.02
              Landscape                                  $  6,763.20                  $ 0.12
              Snow Removal                               $  5,072.40                  $ 0.09
              Trash                                      $  3,945.20                  $ 0.07
              Exterminating                              $    200.00                  $    -
              Misc.                                      $  2,054.40                  $ 0.04
                                                         -----------                  ------
                                                         $ 35,506.80                  $ 0.63

Cleaning:
              Contract Cleaning                          $ 28,743.60                  $ 0.51
              Window Cleaning                            $  1,690.80                  $ 0.03
              Parking Lot                                $    563.60                  $ 0.01
                                                         -----------                  ------
                                                         $ 30,998.00                  $ 0.55

Other:
              Insurance                                  $  5,636.00                  $ 0.10
              Management                                 $ 25,925.60                  $ 0.46
              Ground Rent                                $ 56,360.00                  $ 1.00
              Real Estate Taxes                          $ 78,904.00                  $ 1.40
              Office Expense                             $  1,690.80                  $ 0.03
              Legal                                      $    563.60                  $ 0.01
              Accounting                                 $    225.00                  $    -
                                                                                      ------
                                                         $169,305.00                  $ 3.00

              TOTAL OPERATING EXPENSES:                  $322,604.20                  $ 5.72
</TABLE>


                                       67
<PAGE>

                                   EXHIBIT 13
                                  15 RYE STREET
                             CLEANING SPECIFICATIONS

1.       GENERAL

         a.       Clean all areas of the building interior including entrance
                  lobby, corridors, loading docks, stairwells, lavatories, and
                  elevators. Not included are: garages and elevator shafts.

         b.       Employees assigned to the building shall be carefully
                  interviewed, screened, and bonded. They shall be neat and
                  clean in appearance and properly identified by picture I.D.
                  badge supplied by Contractor.

         c.       Employees shall abide by all building regulations and safety
                  rules.

         d.       Employees shall not eat, drink, or smoke on duty. They shall
                  not disturb paper on desks, open drawers or cabinets, use
                  telephones, televisions or radios.

         e.       Competent supervisory personnel shall be employed, and they
                  will, at a minimum, have completed a supervisory training
                  course.

         f.       The supervisor will report to the Customer or his agent any
                  maintenance conditions such as leaky faucets, stopped toilets
                  and drains, broken fixtures, etc. The supervisor will also
                  report any unusual happenings in the building noticed or
                  called to his/her attention by Contractor's employees.

         g.       Necessary, appropriate, tested and approved machinery and
                  cleaning supplies for the satisfactory performance of services
                  will be provided. Material Safety Data Sheets on all chemicals
                  to be used on site shall be placed at a designated spot on
                  site, and copies are to be provided the management company.

         h.       Customer shall assign sufficient space in the premises for
                  storage of cleaning materials and machinery. Utilities will be
                  provided without charge. Customer shall provide trash can
                  liners, hand soap, paper towels, cups and toilet tissue.
                  Contractor shall provide all cleaning materials, supplies and
                  equipment.

         i.       A log book will be maintained in the building in which a
                  record shall be made of any events requiring Customer or
                  Contractor's attention.


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         j.       All office cleaning, as possible, will be performed behind
                  locked doors, on a floor by floor basis.

         k.       The Customer may require the dismissal of any Contractor's
                  employee who, by behavior or work habits, is objectionable.

         l.       Upon completion of work, the Contractor will leave all slop
                  sinks and equipment storage areas in a neat, clean and orderly
                  condition; all unnecessary lights out and all doors locked.

         m.       Regular, periodic inspection of the building shall be
                  performed by a representative of Contractor's management staff
                  with the Customer's representative. This is in addition to the
                  regular nightly inspection to be performed by the supervisor.

         n.       Turn off all lights; lock exit and interior doors.

2.       ENTRANCE LOBBY AND COMMON HALLWAYS

          DAILY

         a.       Entrance lobby and hallways will be thoroughly cleaned daily.
                  Glass and metal will be cleaned and dusted including
                  balusters. Directory glass will be damp cleaned and wiped.
                  Walls will be dusted and kept free from fingerprints and
                  smudges. Entrances are to be dust mopped and damp mopped as
                  needed. Carpeted areas are to be thoroughly vacuumed; edging
                  tools are to used as needed. Cobwebs to be removed nightly.

         b.       Carpets will be spotted as needed so that no spot is present
                  more than 24 hours. If spots reappear, it is the Contractor's
                  responsibility to redo the work until such time as the spot
                  disappears completely.

         c.       Water coolers will be cleaned and polished, insuring that the
                  spigot area and the drain area are kept free from mold and
                  stains.

         d.       Vacuum upholstered furniture.

         e.       All tile floors are to be swept and washed with a neutral base
                  cleaner. no sealers or waxes are to be applied to these floors
                  at any time.


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Cleaning Specifications
Page 3


         MONTHLY

         a.       During the winter months (November - April) carpets are to be
                  cleaned, using the extraction method.

         b.       Woodwork is to be polished, using and approved wood polish,
                  insuring that it is properly dusted before polishing.

         c.       Clean ventilating louvers.

         d.       Twice during the winter season all ceramic tile floors are to
                  be machine scrubbed.

         e.       Twice during the winter months (November - April) carpets are
                  to be cleaned using the extraction method.

         QUARTERLY

         a.       During summer months (May - October) carpets are to be cleaned
                  using the extraction method.

         b.       Light fixtures will be dusted insuring the removal of all
                  cobwebs and cleaned to remove all fingerprints. This includes
                  exit lighting as well as recessed and parabolic fixtures.

3.       ELEVATORS

          DAILY

         a.       All elevators will be vacuumed.

         b.       All stainless steel and metal will be cleaned, and woodwork
                  will be kept cleaned and polished.

         c.       All elevator tracks will be vacuumed and cleaned daily.

         d.       Elevator button panels and elevator doors will be cleaned.


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Cleaning Specifications
Page 4

         e.       Carpets will be spotted as needed so that no spot is present
                  more than 24 hours. If spots reappear, it is the Contractor's
                  responsibility to redo the work until such time as the spot
                  disappears completely.


         MONTHLY

         a.       Ceilings, overhead Plexiglas, and/or special light fixtures
                  will be cleaned periodically.

         b.       During the winter months (November - April) carpets are to be
                  cleaned, using the extraction method.

         QUARTERLY

         a.       During summer months (May - October) carpets are to be cleaned
                  using the extraction method.

4.       LAVATORIES - DAILY

         a.       Clean all mirrors.

         b.       Wash basins and bright work with a non-abrasive cleanser.

         c.       Clean urinals, insuring that the trap area is kept free of any
                  buildup and the lip area is kept clean and disinfected.

         d.       Wash toilet seats and bowls, and disinfect. Hard to reach
                  areas such as under the rim of the bowl and in the trap area
                  are to be kept clean and disinfected.

         e.       Sweep and wash floors, insuring that dirty water is not
                  allowed to accumulate at the base of the walls and behind
                  toilets. Mop floor using disinfectant.

         f.       Clean walls and partitions. They are to be free of graffiti,
                  handprints and dust.

         g.       Refill hand soap, towels, tissues, and sanitary napkin
                  dispensers, keeping these dispensers free of grime and dust,
                  and polished.


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Page 5


         h.       Clean ventilating louvers.

         MONTHLY

         Power scrub floors with germicidal solution.

         OTHER

         Under no circumstances is a sealer or finish to be placed on lavatory
         floors without prior approval of the management company.

5.       TENANT AREAS: CONFERENCE ROOMS, EXECUTIVE OFFICES, TENANT RECEPTION
         AREAS, KITCHENS AND CAFETERIAS

         DAILY

         a.       DUSTING

                  All furniture, office equipment and appliances, windowsills,
                  etc., will be dusted with a treated cloth or static duster.
                  This shall include all horizontal surfaces up to 7 feet high
                  and enough vertical surfaces daily to complete all vertical
                  surfaces within each week. Desks and tables not cleared of
                  paper and work materials will only be dusted where desk is
                  exposed. Telephones will be damp wiped and disinfected.
                  Cobwebs removed nightly.

         b.       DUST MOPPING

                  After furniture dusting is completed, all non-carpeted floor
                  areas will be dust mopped with a treated dust mop with special
                  attention being given to areas under desks and furniture to
                  prevent accumulation of dust and dirt.

         c.       VACUUMING

                  All rugs and carpets in office areas, as well as public
                  spaces, are to be vacuumed daily in all traffic areas. Hard to
                  reach places, under desks and chairs shall be vacuumed weekly.


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         d.       WASTE CANS - ASHTRAYS

                  Waste cans and ashtrays will be emptied and wiped clean. Waste
                  cans shall be damp wiped as necessary. Plastic liners where
                  used will be changed as needed. Waste not in can will not be
                  removed unless clearly marked "Trash." Trash designated as
                  "Recyclable" will be transported from the recycle bins to a
                  designated recycling area.

         e.       SPOT CLEANING CARPETS

                  All carpeted areas will be inspected for spots and stains. All
                  spots and stains will be removed as soon as possible. Where
                  difficult spots are encountered, Customer or his agent will be
                  notified.

         f.       WET MOPPING - AS NEEDED

                  Extreme care shall be used in all mopping to avoid splashing
                  walls or furniture. Moving water and other liquids over
                  carpeted areas will be done in a manner to avoid spillage.

         g.       VINYL TILE FLOORS

                  All tile floors will be buffed and kept in scuff/spot free
                  conditions at all times. Buffing or burnishing, and/or
                  stripping and recoating will be done on an "as-needed" basis;
                  floors are to be maintained at a high level of appearance,
                  free of any wax discoloration and /or worn areas, dirt
                  buildup, and black marks. Care shall be taken in applying
                  finish to keep it off of furniture, baseboards and walls.
                  Floor machines will be used in a manner to avoid damage to the
                  walls, baseboards and furniture.

         i.       SPOT CLEANING WALLS, WOODWORK, ETC.

                  All handprints and spots will be removed from doors and light
                  switches. Walls, woodwork, and interior glass cleaned as
                  needed. Side light glass and interior petition glass and
                  Plexiglas will be spot cleaned nightly and washed weekly,
                  using appropriate cleaner for Plexiglas to avoid damage.
                  Appropriate cleaner to be used on laminate to avoid streaks
                  and smudges.


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Page 7


         j.       CIGARETTE URNS

                  Cigarette urns and ash receivers shall be cleaned and
                  sanitized.

         k.       SINKS

                  Sinks are to be cleaned and polished removing all residues
                  from drain areas.

6.       TENANT AREAS: GENERAL OFFICES

         DAILY

         a.       DUST MOPPING

                  All non-carpeted floor areas will be dust mopped with a
                  treated dust mop with special attention being given to areas
                  under desks and furniture to prevent accumulation of dust and
                  dirt.

         b.       VACUUMING

                  All rugs and carpets in office areas, as well as public
                  spaces, are to be vacuumed daily in all traffic areas. Hard to
                  reach places, under desks and chairs shall be vacuumed weekly.

         c.       WASTE CANS - ASHTRAYS

                  Waste cans and ashtrays will be emptied and wiped clean. Waste
                  cans shall be damp wiped as necessary. Plastic liners where
                  used will be changed as needed. Waste not in can will not be
                  removed unless clearly marked "Trash." Trash designated as
                  "Recyclable" will be transported from the recycle bins to a
                  designated recycling area.

         d.       SPOT CLEANING CARPETS

                  All carpeted areas will be inspected for spots and stains. All
                  spots and stains will be removed as soon as possible. Where
                  difficult spots are encountered, Customer or his agent will be
                  notified.


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Page 8


         e.       WET MOPPING - AS NEEDED

                  Extreme care shall be used in all mopping to avoid splashing
                  walls or furniture. Moving water and other liquids over
                  carpeted areas will be done in a manner to avoid spillage.

         f.       VINYL TILE FLOORS

                  All tile floors will be buffed and kept in scuff/spot free
                  conditions at all times. Buffing or burnishing, and/or
                  stripping and recoating will be done on an "as-needed" basis;
                  floors are to be maintained at a high level of appearance,
                  free of any wax discoloration and /or worn areas, dirt
                  buildup, and black marks. Care shall be taken in applying
                  finish to keep it off of furniture, baseboards and walls.
                  Floor machines will be used in a manner to avoid damage to the
                  walls, baseboards and furniture.

         g.       Cobwebs removed nightly.

         WEEKLY

         a.       DUSTING

                  All furniture, office equipment and appliances, windowsills,
                  etc., will be dusted with a treated cloth or static duster.
                  This shall include all horizontal surfaces up to 7 feet high
                  and enough vertical surfaces daily to complete all vertical
                  surfaces within each week. Desks and tables not cleared of
                  paper and work materials will only be dusted where desk is
                  exposed. Telephones will be damp wiped and disinfected.

         b.       SPOT CLEANING WALLS, WOODWORK, ETC.

                  All handprints and spots will be removed from doors and light
                  switches. Walls, woodwork, and interior glass cleaned as
                  needed. Side light glass and interior petition glass and
                  Plexiglas will be spot cleaned nightly and washed weekly,
                  using appropriate cleaner for Plexiglas to avoid damage.
                  Appropriate cleaner to be used on laminate to avoid streaks
                  and smudges.


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Page 9

7.       TENANT AREAS - PERIODIC

         a.       AIR CONDITIONING GRILLS - MONTHLY

                  All areas around air conditioning and return air grills will
                  be cleaned once each month or more frequently if necessary.

         b.       HIGH DUSTING - QUARTERLY

                  Pipes, ledges, ceilings, moldings, picture frames, etc. will
                  be cleaned quarterly or more frequently if necessary.

         c.       LOUVER DRAPES - QUARTERLY/ANNUAL

                  Louver drapes will be dusted quarterly and cleaned annually.

         d.       LIGHT FIXTURES - QUARTERLY

                  Light fixtures will be dusted insuring the removal of all
                  cobwebs and cleaned to remove all fingerprints. This includes
                  exit lighting as well as recessed and parabolic fixtures.

         e.       CARPET CLEANING - ANNUALLY

                  Carpet Cleaning is to be done using the extraction method.

         f.       POLISH OFFICE FURNITURE - MONTHLY

         g.       VACUUM FURNITURE - QUARTERLY

8.       STAIRWAYS & LANDINGS

         All stairways and landings will be policed daily; this includes any
         debris or spillage as it occurs. They will be swept or vacuumed weekly.
         Spot cleaning of walls and doors will be done weekly. These areas will
         be damp mopped and scrubbed as necessary. All tile floors will be
         buffed and kept in scuff/spot free conditions at all times. Buffing or
         burnishing, and/or stripping and recoating will be done on an
         "as-needed" basis; floors are to be maintained at a high level of
         appearance, free of any wax discoloration and /or worn areas, dirt
         buildup, and black marks. Care shall be taken in applying finish to
         keep


                                       76
<PAGE>

Cleaning Specifications
Page 10


         it off of furniture, baseboards and walls. Floor machines will be used
         in a manner to avoid damage to the walls, baseboards and furniture.
         Hand rails, fire points, and other miscellaneous hardware will be
         cleaned quarterly.

9.       POLISHING

         All doorplates, kick plates, brass and metal fixtures within the
         building will be wiped weekly and polished quarterly.

10.      SPECIAL STIPULATIONS:

         a.       No area is to be left unsecured at any time.

         b.       Dumpster area is to be policed nightly. Include the removal of
                  all cigarette butts around rear door and leading to the
                  dumpster area.

         c.       All lobby soffits and lights to be kept free of cobwebs and
                  loose dirt.

         e.       Police all entrances, pick up cigarette butts and sweep
                  sidewalk near entrance on a daily basis.

         f.       Roof decks are to be policed for trash nightly.

         g.       All electrical/mechanical/elevator equipment/janitor closets
                  are to be swept on an as needed basis. All tile floors will be
                  buffed and kept in scuff/spot free condition at all times.
                  Buffing or burnishing, and/or stripping and recoating will be
                  done on an "as needed" basis; floors are to be maintained at a
                  high level of appearance; free of any wax discoloration and or
                  worn areas, dirt build up and black marks. Care shall be taken
                  to insure these areas are kept in good condition and
                  appearance.


                                       77
<PAGE>

                                  15 RYE STREET
                             CLEANING SPECIFICATIONS
                               MISCELLANEOUS NOTES


-        You are being asked to bid on the provision of general cleaning
         services for Two International Drive, Portsmouth, New Hampshire based
         on the attached specifications, which are, made a part of your bid.

-        You will be asked to provide the appropriate insurance in the areas of
         comprehensive liability, property damage liability and worker's
         compensation.

-        Cleaning services at the property shall be performed during off-hours.

-        Payments will be made on a monthly basis with invoices submitted on the
         1st of the month and paid by the 15th of the month.

-        This bid is being made for a one (1) year contract, such contract may
         be terminated by either party with thirty (30) days written notice by
         registered mail addressed to the other party.


                                       78

</TEXT>
</DOCUMENT>
