MATRIXONE INC
SUBLEASE AND CONSENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>SUBLEASE AND CONSENT AGREEMENT
<TEXT>

<PAGE>


                                                                    EXHIBIT 10.1


                        SUBLEASE AND CONSENT AGREEMENT
                        ------------------------------

         This SUBLEASE AND CONSENT AGREEMENT (the "Sublease Agreement") made as
of December 1, 2000 by and between VERYFINE PRODUCTS, INC., a Massachusetts
corporation with a principal office at 20 Harvard Road, Littleton, MA 01460 (the
"Sublandlord"), MATRIXONE, INC. a Delaware corporation, having a principal
office at 2 Executive Drive, Chelmsford, MA 01824 (the "Subtenant"), and
CORTLAND APPLE LIMITED PARTNERSHIP, a Massachusetts limited partnership with a
principal office at 20 Harvard Road, Littleton, MA 01460 (the "Landlord").

                             W I T N E S S E T H:

          WHEREAS, pursuant to (i) that certain Commercial Lease dated as of
September 28, 1989, as amended by First Amendment to Lease dated July 28, 1993,
Second Amendment to Lease dated June 23, 1999 and Third Amendment to Lease dated
November 8, 2000 (a copy of which is annexed hereto as Exhibit A-1), and (ii)
that certain Commercial Lease dated as of September 28, 1999, as amended by
First Amendment to Lease dated July 28, 1993, Second Amendment to Lease dated
June 23, 1999 and Third Amendment to Lease dated November 8, 2000 (a copy of
which is annexed hereto as Exhibit A-2) (the leases referenced in subclauses (i)
and (ii), above, are collectively and individually referred to as, the "Master
Lease"), true and complete copies of which have been delivered to Subtenant,
Landlord leased to Sublandlord, as Tenant, the land with the building (the
"Building") and improvements thereon, known as and numbered 210 Littleton Road,
Westford, Massachusetts, as more particularly described in the Master Lease (the
"Demised Premises"); and

          WHEREAS, subject to the agreements, covenants and conditions herein
contained Subtenant wishes to sublease from Sublandlord, and Sublandlord wishes
to sublease to Sublessee, the land and entire Building containing approximately
52,000 square feet, and being shown on the plan attached hereto as Exhibit B
(the "Subleased Premises") (it being understood and agreed that for the purposes
of this Sublease, the Subleased Premises and Demised Premises are synonymous);
and

          WHEREAS, Landlord is willing to consent to said Sublease and amend the
Master Lease on the terms and conditions of this Sublease Agreement;

          NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

          1.        DEMISE.

                    1.1  Sublandlord, in consideration of the rents herein
reserved and of the agreements, covenants and conditions herein contained and
expressed on the part of Subtenant to be kept, performed and observed, hereby
demises and lets unto Subtenant and Subtenant hereby

                                       1
<PAGE>

leases from Sublandlord the Subleased Premises. The Subleased Premises are
leased in an "as is" condition, it being agreed that prior to the Commencement
Date (as hereinafter defined), except as provided in Section 3.2 below, all
furnishings and other personal property of Sublandlord shall be removed from the
Subleased Premises.
          Subject to the terms and conditions of the Master Lease, Subtenant
shall have available for its use and that of its employees and invitees all the
marked parking spaces in the parking lot of the Subleased Premises at no
additional charge.

          Subtenant at its expense may install interior and exterior signage,
subject to the requirements of any law applicable thereto, and in the case of
signage visible from Littleton Road, subject to the approval of Sublandlord. At
the expiration of the term or upon termination of this Sublease, if sooner,
Subtenant shall at it expense, cause such signage to be removed and repair the
portion of the Building or Demised Premises altered in the erection or removal
of such sign.

          2.        TERM

                    2.1 (a) Sublandlord will vacate and deliver sole possession
of the Subleased Premises to Subtenant no earlier than December 1, 2000, and no
later than December 31, 2000 (the "Delivery Date"). Sublandlord shall notify
Subtenant of such delivery by written notice substantially in the form of
Exhibit D attached hereto and delivered by confirmed fax or by courier. Prior to
the Delivery Date, Sublandlord will permit Subtenant and its contractors and
agents reasonable access to the Building to prepare for renovations to be
conducted after the Delivery Date.

          (b)  The initial term of this Sublease (the "initial term") shall
commence upon the day immediately following the Delivery Date (the "Commencement
Date") and shall end on December 31, 2010, unless sooner terminated in
accordance with the terms hereof. Landlord and Sublandlord agree to extend the
term of the Master Lease such that it is coterminous with the initial term of
the Sublease Agreement. Notwithstanding the Commencement Date, rent hereunder
shall not commence until the earlier of: (i) thirty (30) days from the
Commencement Date; or (ii) the completion of the Subtenant's renovations to the
Demised Premises (hereinafter, the "Rent Commencement Date").

          (c)  Provided (i) Subtenant is not then in default of any term,
covenant, or provision of this Sublease, and (ii) this Sublease is still in full
force and effect, then Subtenant shall have the right to extend the term of this
Sublease for an additional period (the "extended term") beginning immediately
following the expiration of the initial term of this Sublease and ending five
(5) years thereafter. All of the terms, covenants and provisions of this
Sublease shall apply to such extended term except that the annual Fixed Rent for
such extended term shall be the market rate at the commencement of such extended
term for like type properties in the Westford area, as designated by such
Landlord. If Subtenant shall elect to exercise the aforesaid option, it shall do
so by giving Sublandlord notice in writing of its intention to do so not later
than nine (9) months prior to the expiration of the then current term of this
Sublease, in which event Sublandlord shall exercise its option to extend
pursuant to the Master Lease. If Subtenant gives such notice, the extension of
this Sublease shall be automatically effected without the

                                       2
<PAGE>

execution of any additional documents. The original term and the extended term
are herein collectively called the "term". If Subtenant disagrees with
Sublandlord's designation of the market rate, and the parties cannot agree upon
the market rate not later than sixty (60) days prior to the expiration of the
initial term, then the market rate shall be submitted to arbitration as follows:
market rate shall be determined by impartial arbitrators, one to be chosen by
Sublandlord, one to be chosen by Subtenant, and a third to be selected, if
necessary, as below provided. The unanimous written decision of the two first
chosen, without selection and participation of a third arbitrator, or otherwise,
the written decision of a majority of three arbitrators chosen and selected as
aforesaid, shall be conclusive and binding upon Sublandlord and Subtenant.
Sublandlord and Subtenant shall each notify the other of its chosen arbitrator
within five (5) days following the call for arbitration and, unless such two
arbitrators shall have reached a unanimous decision within fifteen (15) days
after their designation, they shall so notify the then President of the Boston
Bar Association and request him or her to select an impartial third arbitrator,
who shall be an office building owner, a real estate counselor or a broker
dealing with like types of properties, to determine market rate as herein
defined. Such third arbitrator and the first two chosen shall hear the parties
and their evidence and render their decision within ten (10) days following the
conclusion of such hearing and notify Sublandlord and Subtenant thereof.
Sublandlord and Subtenant shall share equally the expense of the third
arbitrator (if any). If the dispute between the parties as to a market rate has
not been resolved before the commencement of Subtenant's obligation to pay the
Fixed Rent based upon such market rate, then Subtenant shall pay the Fixed Rent
under the Sublease based upon the market rate designated by Sublandlord until
either the agreement of the parties as to the market rate, or the decision of
the arbitrators, as the case may be, at which time Subtenant shall pay any
underpayment of the Fixed Rent to Sublandlord or Sublandlord shall refund any
overpayment of the Fixed Rent to Subtenant. Notwithstanding any of the foregoing
to the contrary, Fixed Rent for such extended term shall not be less than the
Fixed Rent in effect immediately prior to such extended term.

          3.   RENT

               3.1  Subtenant covenants and agrees to pay to Sublandlord, at its
address first hereinabove written or at such other address as Sublandlord may by
notice in writing to Subtenant from time to time direct, on the Rent
Commencement Date and thereafter, monthly, in advance, fixed rent (the "Fixed
Rent") (i) during the initial term in an annual amount equal to $1,352,000; and
(ii) during the extended term in an amount equal to the market value Fixed Rent
determined in accordance with the provisions of Section 2.1(b) hereof. Fixed
Rent shall be payable in equal installments of 1/12 of the annual Fixed Rent, in
advance, on the Rent Commencement Date and thereafter, monthly, on the first day
of each calendar month during the Sublease. Fixed Rent for any partial month
shall be paid by Subtenant at such rate on a prorated basis, and if the Sublease
term commences on a day other than the first day of a calendar month, the first
payment which Subtenant shall make shall be a payment equal to a proportionate
part of such monthly Fixed Rent for the partial month from the Rent Commencement
Date to the first day of the succeeding calendar month.

               3.2  Upon the Commencement Date, Subtenant shall pay to
Sublandlord a one-time payment of $600,000 for the purchase of the furniture
listed in Exhibit E.

                                       3
<PAGE>

               3.3  In addition to the Fixed Rent, Subtenant shall pay to
Sublandlord during the term, as additional rent for the Subleased Premises, all
amounts payable as additional rent under the Master Lease by Sublandlord (as
Tenant under the Master Lease), including, without limitation, taxes and
operating expenses as required under Section 5 thereof (the "Additional Rent").
Landlord and Sublandlord hereby agree that Subtenant shall at any time have the
right in Landlord's name, Sublandlord's name or Subtenant's name, to protest or
seek a reduction of any tax assessment or levy or to institute a suit for the
recovery of any tax paid or for the exclusion of the Subleased Premises from any
proposed improvement or special assessment district, and Landlord agrees to
render to Subtenant all assistance reasonably possible, including joining in and
signing any protest or pleading Subtenant may deem advisable. Subtenant agrees
to reimburse Landlord for any reasonable out of pocket costs and expenses
incurred by Landlord in connection with such assistance. Landlord agrees to
provide Subtenant with satisfactory documentation evidencing the costs and
expenses incurred by Landlord including, without limitation, copies of paid
invoices, cancelled checks and statements for professional services rendered.

               3.4  Subtenant covenants and agrees to pay such Additional Rent
in monthly installments (in the same manner as for Fixed Rent under subsection
3.1 above) commencing on the Commencement Date, with subsequent installments due
and payable on the first day of each calendar month thereafter. Sublandlord's
initial direction for the payment of such Additional Rent is as set out in
Exhibit C attached hereto, but Sublandlord reserves the right to change such
direction from time to time, subject to the provisions of this Section 3.4.
Sublandlord may from time to time deliver to Subtenant a statement or statements
of Additional Rent due under Section 3.3 hereof, and, upon request of Subtenant,
reasonable documentation evidencing amounts charge to Subtenant. Subtenant shall
pay to Sublandlord, within fifteen (15) days after receipt from Sublandlord of
such statement or statements, together with any documentation reasonable
requested by Subtenant, the amount of such Additional Rent accrued as of the
monthly rental payment date directly preceding the day of such payment, less any
amounts theretofore paid on account thereof. To the extent Sublandlord shall be
required to make on a monthly basis any payments which Subtenant shall be
required to pay in respect of Additional Rent, Subtenant shall, upon notice from
Sublandlord, pay to Sublandlord an amount equal to one-twelfth (1/12) of such
Additional Rent on such monthly rental payment date thereafter, until receipt by
Subtenant of a statement from Sublandlord with respect to a change in Additional
Rent due hereunder. Thereafter, Additional Rent shall be adjusted and paid as
set forth above, based on the Additional Rent set forth in the most recent
statement received from Sublandlord.

               3.5  In the event that payments of Additional Rent, as set forth
above with respect to any period fully within the term hereof, exceed the
Additional Rent actually due for such period, Sublandlord shall credit such
excess against amounts due from Subtenant at the time of delivery of
Sublandlord's next statement as aforesaid.

               3.6  Subtenant shall also pay as Additional Rent all amounts
payable by Sublandlord with respect to maintenance and repair of the Demised
Premises pursuant to Section 10 of the Master Lease, to the extent such amounts
are not included as expenses payable pursuant to Section 5 thereof.

                                       4
<PAGE>

               3.7  Additional Rent shall be adjusted as of the commencement and
termination dates of this Sublease. In the event that the amount of Additional
Rent due hereunder is not known prior to the termination date, a final
adjustment shall be made between Subtenant and Sublandlord promptly after such
amount is know.

               3.8  Subtenant shall also be responsible for payment for all
bills and charges with respect to all electricity, gas, telephone, water, sewer
and other utilities that are used or consumed in the Subleased Premises, and not
included in other charges to be paid pursuant to Section 3.3 or as contained
elsewhere in this Sublease. All bills and charges therefor shall be paid by
Subtenant directly to the appropriate authority responsible for collection
thereof.

               3.9  All other costs and expenses which Subtenant is required to
pay under this Sublease, including without limitation costs for additional
services or additional utilities supplied to the Subleased Premises by
Sublandlord or Landlord, if any, together with all penalties that may accrue
thereon in the event of the Subtenant's failure to pay such amounts and all
reasonable actual out of pocket costs and expenses which Sublandlord may incur
by reason of any failure of Subtenant to comply with the terms of this Sublease,
shall be deemed to be Additional Rent when due and payable. Sublandlord shall
have all rights and remedies with respect to such failure as Sublandlord has for
the non-payment of Fixed Rent.

               3.10 Subtenant shall pay to Sublandlord a late charge of one and
one-half percent (1.5%) per month, or any part thereof, on all amounts due to
Sublandlord under this Sublease which are not paid when due and payable.
However, no more often than once in each calendar year, the late charge will be
waived if Subtenant pays all such amounts within five (5) days after the date on
which they became due and payable.

          4.   SECURITY DEPOSIT.

               4.1  In addition to the amount paid by Subtenant to Sublandlord
pursuant to Section 3.1 to be applied toward the first monthly rental payment
hereunder, Subtenant shall, upon the Commencement Date, pay to Sublandlord a sum
equal to eighteen (18) months Fixed Rent (the "Security Deposit") which shall be
held by United States Trust Company of Boston (the "Escrow Agent"), as security
for the full and faithful observance, payment and performance by Subtenant of
all the terms, covenants and conditions of this Sublease upon Subtenant's part
to be performed. Subtenant shall be responsible for the reasonable costs and
expenses of Escrow Agent in connection with the performance and administration
of the Escrow Agent's duties under the aforementioned escrow arrangement. The
terms of the escrow agreement shall permit the Escrow Agent to pay to
Sublandlord all or a portion of the Security Deposit upon delivery by
Sublandlord to Escrow Agent of a written notice executed by a duly authorized
representative of the Sublandlord, with a copy to Subtenant, requesting a
specific amount of the Security Deposit and specifying the obligation of
Subtenant under this Sublease to which the requested funds are to be applied.
The Security Deposit shall be held in a money market mutual fund with all income
accruing to Subtenant and paid to Subtenant on an annual basis. If all or any
part of the Security Deposit is applied to an obligation of Subtenant hereunder,
Subtenant shall immediately

                                       5
<PAGE>

upon request by Sublandlord restore the Security Deposit to the amount in effect
immediately prior to such application. Subtenant shall not have the right to
call upon Sublandlord to apply all or any part of the Security Deposit to cure
any default or fulfill any obligation of Subtenant, but such use shall be solely
in the discretion of Sublandlord. Upon any conveyance by Sublandlord of its
interest under this Sublease, Sublandlord's interest in the Security Deposit
shall be assigned by Sublandlord to Sublandlord's grantee or transferee.
Provided that said grantee or transferee delivers to the Subtenant a written
acknowledgment of the grantee's and/or transferee's obligations to the Subtenant
with respect to this Sublease and the Master Lease, the Subtenant agrees to look
solely to such grantee or transferee for the application and return of the
Security Deposit. Notwithstanding the foregoing, on each anniversary date of the
Commencement Date, provided that Subtenant is not in default under the terms of
this Sublease, Sublandlord shall direct the escrow agent to return to Subtenant
a portion of the Security Deposit in the amount of $150,000.00. Provided,
however, that in no event shall the total Security Deposit held by Sublandlord
at any time be less than the aggregate of six (6) months' Fixed Rent. It is
further understood that this provision shall also apply to subsequent grantees
and transferees.

          5.   PERMITTED USES.

               5.1  Subtenant shall use the Subleased Premises for business
office use and other uses incidental thereto to the extent permitted by law and
consistent with the use of the Building as a so-called first-class office
building and for no other purposes.

          6.   NO ASSIGNMENT OR SUBLETTING.

               6.1 Subtenant may not assign this Sublease or sublet any portion
of the Subleased Premises without the prior written consent of Sublandlord
(which consent by Sublandlord shall not be unreasonably withheld or delayed),
Landlord and Landlord's mortgagee (to the extent that a mortgage requires
mortgagee's consent thereto). Notwithstanding the foregoing, Subtenant shall
have the right, without Sublandlord's prior written consent, to assign this
Sublease or sublet the Subleased Premises to any trust the beneficial owner of
which is the Subtenant, or to any corporation into which or with which Subtenant
merges or consolidates and to any parent, subsidiary, or affiliated corporation
of Subtenant, provided that the resulting entity from such merger or
consolidation shall have a net worth not less than Subtenant's net worth prior
to such merger or consolidation, and provided further that any such assignee or
sublessee shall deliver to Sublandlord a counterpart original of a document
reasonably satisfactory to Sublandlord whereby such assignee or sublessee agrees
to assume and perform all of the terms and conditions of this Sublease on
Subtenant's part from and after the effective date of such assignment or
sublease. No such assignment or subletting shall release Subtenant of its
liabilities and obligations hereunder except for an assignment of this Sublease
to a corporation into which or with which Subtenant merges or consolidates.

          7.   CONDITION OF THE PREMISES.

               7.1 Subtenant acknowledges that except as otherwise expressly
provided herein, neither Sublandlord nor any person on behalf of the Sublandlord
has made any warranties or

                                       6
<PAGE>

representations regarding the condition or suitability of the Subleased
Premises, and that Subtenant has inspected the Subleased Premises to its
satisfaction prior to the execution of this Sublease.

         8.    SURRENDER.

               8.1  At the termination of this Sublease, Subtenant shall
surrender the Subleased Premises to Sublandlord, broom clean with all
alterations, additions and improvements thereto, in as good condition as on the
date of delivery to Subtenant or as the Subleased Premises may be put in during
the term of the Sublease, reasonable wear and tear and loss by fire and casualty
excepted. If Subtenant continues in occupancy of the Subleased Premises after
the termination of this Sublease, such occupancy shall be deemed a tenancy at
sufferance, terminable at Sublandlord's election with twenty (20) days notice to
Subtenant or anyone claiming under Subtenant, whether or not Sublandlord
receives any payments for use and occupancy of the Subleased Premises during
such tenancy. For each day after the expiration of the term, or the earlier
termination of this Sublease, and prior to Subtenant's performance of its
obligations to surrender the Demised Premises under this Article 8, Subtenant
shall (i) pay to Sublandlord rent in the amount of 1.5 times the Fixed Rent
(applicable as of the last month of the term) computed on a daily basis,
together with all Additional Rent payable with respect to each such day, and
(ii) defend, indemnify and hold harmless the Sublandlord from and against all
loss, claims, cost and damage resulting from Subtenant's delay in surrendering
the Subleased Premises as above provided.

          9.   INSURANCE.

               9.1  Subtenant shall obtain prior to the Commencement Date, and
shall keep in force at all times thereafter, Comprehensive General Liability
Insurance in accordance with the broadest form of such coverage as is available
from time to time in the jurisdiction in which the Subleased Premises are
located naming Sublandlord and Landlord as additional insureds and insuring
Subtenant against liability for injury to persons and damage to property,
covering all Subtenant's obligations under this Sublease. The minimum limits of
liability of such insurance shall be $1 million per occurrence, Bodily Injury
Liability (including death) and Property Damage Liability, and shall be for such
higher limits, if directed by Landlord, as are customarily carried in that area
in which the Building is located upon property similar to the Building.

               9.2  All insurance required under Section 9.1 above shall be
written with Subtenant's current insurance company or insurers of recognized
responsibility (rated A or A+ by Bests rating service) and in forms customarily
in use from time to time in the locality of the Subleased Premises. Subtenant
shall, upon request, furnish the Landlord and Sublandlord with duplicates of
certificates of said policies, and said policies shall provide that the coverage
thereunder may not lapse, be modified, cancelled, or its renewal be refused
without ten (10) days prior written notice to Landlord, Sublandlord and
Subtenant and if required by Sublandlord or Landlord, to holders of mortgages on
the Subleased Premises.

                                       7
<PAGE>

          10.  INCORPORATION OF PROVISIONS OF
               MASTER LEASE BY REFERENCE.

               10.1 Except as otherwise expressly provided herein, all of the
terms, covenants and conditions of the Master Lease are incorporated herein by
reference and made a part hereof with the same force and effect as if set forth
herein in their entirety, it being understood and agreed that such terms and
conditions shall fix the obligations of Subtenant with the same effect as if
Subtenant were the tenant in the Master Lease; provided, however, that whenever
the terms and conditions of the Master Lease are contradictory to or
inconsistent with the terms and conditions hereof, the terms and conditions
hereof shall be controlling; provided further that (a) nothing herein contained
shall be construed to derogate from the obligations of the Sublandlord and
Subtenant to comply with the provisions of the Master Lease; and (b) those
incorporated provisions of the Master Lease which are protective and for the
benefit of the Landlord shall in this Sublease be deemed to be protective and
for the benefit of both the Landlord and Sublandlord, and those provisions of
the Master Lease which are protective and for the benefit of the Tenant shall be
deemed to be protective and for the benefit of the Tenant and Subtenant.

          11.  COVENANTS OF THE PARTIES.

               11.1 Subtenant covenants and agrees to perform and observe all
the terms, covenants and conditions applicable to the Subleased Premises and
required to be performed by Sublandlord as Lessee under the Master Lease, except
for the obligation to make payments of rent (including additional rent) to
Landlord or as otherwise provided herein. Subtenant further agrees that
Subtenant's performance of all such obligations shall be performed by Subtenant
for the benefit of Sublandlord as well as for the benefit of Landlord, and that
Sublandlord shall have, with respect to Subtenant, this Sublease and the
Subleased Premises, all of the rights and benefits provided to the Landlord by
the Master Lease. Subtenant will exonerate, indemnify and hold harmless
Sublandlord from and against any and all claims, suits, obligations, liabilities
and damages, including without limitation reasonable attorneys' fees and
disbursements, resulting from the material inaccuracy of Subtenant's
representations and warranties and the failure by Subtenant to perform, fulfill
or observe Subtenant's covenants and agreements set forth in this Sublease.

               11.2 This Sublease and all of the terms, covenants,
representations, warranties, agreements and conditions hereof are in all
respects subject and subordinate to the Master Lease, and Subtenant covenants
and agrees with Sublandlord not to do or permit to be done any act of commission
or omission which would constitute a violation or default under the Master Lease
if done or permitted to be done by Sublandlord.

               11.3 Sublandlord shall, upon written request by Subtenant, use
reasonable efforts to obtain from Landlord all permissions and consents needed
by Subtenant to perform any act permitted by this Sublease when such permissions
or consents are required by reason of the incorporation by reference of the
terms, covenants and conditions of the Master Lease.

               11.4 Provided that Subtenant is not in default hereunder,
Subtenant shall be entitled to the benefit of Landlord's obligations under the
Master Lease to the extent such

                                       8
<PAGE>

obligations relate to the Subleased Premises. Notwithstanding anything contained
herein or in the Master Lease to the contrary, however, but subject to Section
11.5 of this Sublease, Sublandlord shall not be responsible for the performance
of the Landlord's obligations under the Master Lease, and Sublandlord shall not
be liable in damages or otherwise for any negligence of Landlord or for any
damage or injury suffered by Subtenant as a result of any act or failure to act
by Landlord, or any default by Landlord in the performance of its obligations
under the Master Lease, nor shall any such action, failure to act, or default by
Landlord constitute a constructive eviction or default by Sublandlord hereunder.

               11.5 In the event of any breach of Landlord's obligations under
the Master Lease, Sublandlord hereby authorizes Subtenant to deal directly with
Landlord with respect to said breach. In the event that Landlord fails to remedy
such breach after such request from Subtenant, Sublandlord, upon the written
request of Subtenant shall, if necessary, commence and diligently prosecute
proceedings to enforce, in its own name and for the benefit of Subtenant, the
performance of any of Landlord's obligations under the Master Lease which
Landlord wrongfully fails or refuses to perform. Should Subtenant so request
Sublandlord and such enforcement of Landlord's obligations under the Master
Lease shall be for the sole benefit of Subtenant, then Subtenant shall indemnify
Sublandlord and save Sublandlord harmless from and against any and all
liabilities, obligations, claims, damages, fines, penalties, causes of action,
costs and expenses (including without limitation reasonable attorney fees and
disbursements) imposed upon or incurred by or asserted against Sublandlord by
reason of any action or inaction by Sublandlord and/or Subtenant to enforce any
obligations of Landlord under the Master Lease for the benefit of Subtenant.
Should Subtenant so request Sublandlord, and the enforcement of Landlord's
obligations under the Master Lease shall be of mutual benefit to Sublandlord and
Subtenant, then the costs and expenses of any such enforcement proceedings shall
be shared by Sublandlord and Subtenant in proportion to the benefit conferred.
Sublandlord shall promptly provide Subtenant with a copy of any notice by
Sublandlord to Landlord with respect to any matter materially affecting the
Subleased Premises.

               11.6 Sublandlord shall not incur any liability whatsoever to
Subtenant for any injury, inconvenience, incidental or consequential damages
incurred or suffered by Subtenant as a result of the exercise by Landlord of any
of the rights reserved to Landlord under the Master Lease, nor shall such
exercise constitute a constructive eviction or a default by Sublandlord
hereunder; provided, however, that Sublandlord shall be liable for damages to
Subtenant arising directly from Sublandlord's breach of its covenant in Section
11.9 hereof to perform and observe the terms of the Master Lease, and provided
further that if and so long as a recognition agreement between Landlord and
Subtenant reasonably acceptable to Subtenant is in effect, all damages under
this Section 11.6 arising from and after the effective date of such recognition
agreement shall be deemed to have been totally mitigated.

               11.7 Sublandlord covenants that, subject to the terms and
conditions of the Master Lease and this Sublease, if and so long as Subtenant
keeps and performs each term and condition herein contained on its part to be
kept and performed, Subtenant shall not be disturbed in the enjoyment of the
Subleased Premises by Sublandlord or by anyone claiming by, through or under
Sublandlord.

                                       9
<PAGE>

               11.8 Sublandlord covenants and agrees that Sublandlord will not
enter into any amendment, modification or other agreement with respect to the
Master Lease which will prevent or adversely affect the use by Subtenant of the
Subleased Premises in accordance with the terms of this Sublease, or increase
the obligations of Subtenant, except as provided herein, or decrease its rights
under this Sublease, except as provided herein, or in any other way adversely
affect Subtenant, or shorten the term of this Sublease (unless acting in
accordance with the terms hereof), without the prior written consent of
Subtenant.

               11.9 Sublandlord covenants and agrees to perform and observe all
the terms, covenants and conditions required to be performed by Sublandlord as
Tenant under the Master Lease (including, but not limited to, its obligation to
pay fixed rent and additional rent payments to Landlord when due), except for
those obligations which Subtenant has agreed to perform under the terms of this
Sublease. Sublandlord will exonerate, indemnify and hold harmless Subtenant from
and against any and all claims, suits, obligations, liabilities and damages,
including, without limitation, reasonable attorneys' fees and disbursements,
resulting from the failure by Sublandlord to perform, fulfill, or observe
Sublandlord's covenants and agreements set forth in the Master Lease

               11.10 Subtenant will give Sublandlord prior written notice of all
improvements or renovations. Subtenant will not make material improvements or
renovations to the Subleased Premises without the prior written consent of
Sublandlord and Landlord.

          12.  DEFAULTS BY SUBTENANT.

               12.1 In the event that Subtenant shall default in the payment of
Fixed Rent or Additional Rent hereunder and such default shall continue for
seven (7) days after written notice thereof, or shall default in the performance
or observance of any of the terms, conditions and covenants of this Sublease,
Sublandlord, in addition to and not in limitation of any rights otherwise
available to it, shall have the same rights and remedies with respect to such
default as are provided to the Landlord under the Master Lease with respect to
defaults by the Tenant thereunder, with the same force and effect as though all
such provisions relating to any such default or defaults were set forth herein
in their entirety, and Subtenant shall perform with respect to the Subleased
Premises all of the obligations of the Tenant under the Master Lease with
respect to such default which are applicable thereto.

               12.2 In the event of a default by Subtenant in the performance
of any of its non-monetary obligations hereunder, Sublandlord may, at its
option, and without waiving any other remedies for such default herein or at law
or by incorporation by reference of the Master Lease provided, at any time
thereafter, give written notice to Subtenant that if such default is not cured,
or the cure not commenced, within thirty (30) days after receipt of such notice
by Subtenant, and if so commenced is not thereafter pursued diligently to
completion, Sublandlord may cure such default for the account of Subtenant, and
any amount paid or incurred by Sublandlord in so doing shall be deemed paid or
incurred for the account of Subtenant and Subtenant agrees to promptly reimburse
Sublandlord therefor and save Sublandlord harmless therefrom; provided, however,
that Sublandlord may cure any such default as aforesaid prior to the expiration
of any waiting period, upon 48 hours prior notice to Subtenant if reasonably

                                       10
<PAGE>

necessary to protect Sublandlord's interests under the Master Lease, or without
notice if required to prevent injury or damage to persons or property. If
Subtenant shall fail to reimburse Sublandlord upon demand for any amount paid
for the account of Subtenant hereunder, said amount shall be added to, and
become due as a part of, the next payment of Fixed Rent due hereunder.

          13.  TERMINATION; DAMAGE, DESTRUCTION OR EMINENT DOMAIN.

               13.1 This Sublease shall terminate upon any termination of the
Master Lease for any reason (subject, however, to the provisions of Section 11.8
hereof) whatsoever which deprives the Sublandlord, as Tenant under the Master
Lease, of possession of the Demised Premises, without any liability therefor
upon the part of Sublandlord to Subtenant and with the same force and effect as
if the date of such termination had expressly been provided in this Sublease as
the date of termination hereof.

               13.2 In the event that the rent due to Landlord from Sublandlord
as Tenant under the Master Lease shall be abated as a result of damage or
destruction to the Subleased Premises or as a result of eminent domain
proceedings affecting the Subleased Premises, the rent due to Sublandlord from
Subtenant hereunder shall be proportionately abated.

               13.3 Subtenant shall not be entitled to any part of any damages
awarded to Sublandlord as the result of an eminent domain proceeding; provided,
however, that Subtenant may make a claim against the condemning authority for
the value of Subtenant's trade fixtures or other personalty which Subtenant
shall be entitled to remove upon termination of the Sublease, provided that such
separate award shall not reduce the award payable to Sublandlord.

          14.  MISCELLANEOUS.

               14.1 Additional Representations of Subtenant. Subtenant hereby
                    ---------------------------------------
          represents, warrants and covenants as follows:


          (i)   Subtenant is a corporation duly organized, validly existing and
          in good standing under the laws of the State of Delaware, and is
          qualified and in good standing as a foreign corporation in
          Massachusetts and in any and all other jurisdictions in which the
          failure to so qualify would have a material adverse effect on its
          business or operations.

          (ii)  The execution, delivery and performance of this Sublease by
          Subtenant has been duly and validly authorized by all necessary
          corporate action of Subtenant. Subtenant has all requisite corporate
          power and authority to enter into this Sublease.

          (iii) The execution, delivery and performance of this Sublease by
          Subtenant will not violate (a) any provision of its Certificate of
          Incorporation or By-Laws; (b) any law of any jurisdiction by which
          Subtenant is bound; or (c) any provision of, or result in a default or
          acceleration of, or result in the creation of any lien, charge or
          encumbrance upon any asset of Subtenant pursuant to any agreement,
          instrument, order, judgment or decision to which Subtenant is a party
          or by which it is bound.

                                       11
<PAGE>

          (iv) There is no legal, administrative, arbitration or other action or
          proceeding or governmental investigation pending or, to the knowledge
          of Subtenant, threatened against Subtenant, or against any officer,
          director or employee thereof, which, if adversely determined, might
          call into question the validity of this Sublease or which might
          restrict transactions contemplated by this Sublease.

               14.2 Additional Representations of Sublandlord. Sublandlord
                    -----------------------------------------
hereby represents, warrants and covenants as follows:

          (i)       Sublandlord is a corporation duly organized, validly
          existing and in good standing under the laws of the Commonwealth of
          Massachusetts, and is qualified and in good standing as a foreign
          corporation in Massachusetts and in any and all other jurisdictions in
          which the failure to so qualify would have a material adverse effect
          on its business or operations.

          (ii)      The execution, delivery and performance of this Sublease by
          Sublandlord has been duly and validly authorized by all necessary
          corporate action of Sublandlord. Sublandlord has all requisite
          corporate power and authority to enter into this Sublease.

          (iii)     The execution, delivery and performance of this Sublease by
          Sublandlord will not violate (a) any provision of its Articles of
          Organization or By-Laws; (b) any law of any jurisdiction by which
          Sublandlord is bound; or (c) any provision of, or result in a default
          or acceleration of, or result in the creation of any lien, charge or
          encumbrance upon any asset of Sublandlord pursuant to any agreement,
          instrument, order, judgment or decision to which Sublandlord is a
          party or by which it is bound.

          (iv)       Except as disclosed to the Subtenant in writing prior to
          the execution hereof, there is no legal, administrative, arbitration
          or other action or proceeding or governmental investigation pending
          or, to the knowledge of Sublandlord, threatened against Sublandlord,
          or against any officer, director or employee thereof, which, if
          adversely determined, might call into question the validity of this
          Sublease or which might restrict transactions contemplated by this
          Sublease.

          (v)       Neither Sublandlord nor Landlord is in default under the
          Master Lease.

          (vi)      Sublandlord's leasehold interest is not encumbered.

          (vii)     Except as disclosed to the Subtenant in writing prior to the
         execution hereof, there is no litigation or proceeding pending,
         threatened against or relating to the Subleased Premises.

               14.3 Right of Entry. Sublandlord shall have the right to enter
                    --------------
the Subleased Premises at reasonable times and upon reasonable prior notice
(which need not be in writing), except in cases of emergency, for the purpose of
inspection, maintenance and repair, exhibiting the Subleased Premises to
prospective purchasers, lenders and tenants and for any other reasonable
purpose.

                                       12
<PAGE>

               14.4 Notices. Except as otherwise provided in this agreement, all
                    -------
notices, demands or other communications to be given, made or sent by either
party to the other under this Sublease shall be deemed to have been fully given,
made or sent when made in writing and delivered by hand, or when mailed, by
registered or certified mail, return receipt requested, postage prepaid, or sent
by Federal Express or comparable overnight courier, addressed to the party at
its address first hereinabove written, or in the case of Subtenant to the
Subleased Premises, or to such other address or addresses as may from time to
time hereafter be designated by the parties by like notice.

               14.5 Binding Effect. This Sublease shall be binding upon, and
                    --------------
shall inure to the benefit of, the parties hereto and their respective personal
representatives, successors and permitted assigns.

               14.6 Applicable Law. This Sublease and the rights and obligations
                    --------------
of the parties hereunder shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.

               14.7 Modification. Neither this Sublease nor any provision hereof
                    ------------
may be waived, modified, amended, discharged or terminated, except by an
instrument in writing signed by the party against which the enforcement of such
waiver, modification, amendment, discharge or termination is sought, and then
only to the extent set forth in such instrument. Any such waiver, modification,
amendment, discharge or termination of this Sublease is subject to the prior
written approval of Landlord.

               14.8 Approval of Landlord. The obligations of the parties hereto
                    --------------------
are conditioned upon the written approval of Landlord of this Sublease

               14.9 Severability. If any term or provision of this Sublease or
                    ------------
the application thereof to any person or circumstance shall to any extent be
held invalid or unenforceable, the remainder of this Sublease or the application
of such term or provision to other persons or circumstances shall not be
affected thereby, and each term and provisions of this Sublease shall be valid
and enforceable to the fullest extent permitted by law.

               14.10 Broker. Each of Sublandlord and Subtenant represents and
                     ------
warrants to the other that it has not dealt with any broker in connection with
the transactions contemplated by this Sublease, other than The Staubach Company
and Insignia/ESG (collectively, the "Broker"). Each party agrees to indemnify
and hold the other harmless from and against any and all claims, demands, causes
of action, losses, damages, liabilities, costs and expenses (including, without
limitation, reasonable attorney fees and disbursements) asserted against or
incurred by the other by reason of, or arising out of, any claim for a
commission or other fee by any person or firm claiming to have dealt with the
indemnifying party in connection with the transactions contemplated by this
Sublease or the negotiation hereof, it being agreed that Subtenant shall be
solely responsible for commissions due and payable to Insignia/ESG with respect
to such transactions, and Sublandlord shall be solely responsible for
commissions due and payable to The Staubach Company with respect to such
transactions.

                                       13
<PAGE>

               14.11 Notice of Intent to Offer for Sale; Right of First Refusal.
                     ----------------------------------------------------------

               (i)  If, after the Commencement Date, Landlord determines that
          Landlord desires to offer the Subleased Premises for purchase,
          Landlord shall give Subtenant written notice of such determination.

               (ii) If, after the Commencement Date, Landlord determines that
          Landlord desires to accept an offer to purchase the Subleased Premises
          received from another party (the "acceptable offer"), Subtenant shall
          have a right of first refusal to purchase the Subleased Premises on
          the same terms and conditions as the acceptable offer. Landlord agrees
          to give Subtenant prompt notice of each such acceptable offer,
          specifying its terms and conditions. Subtenant shall have five (5)
          days from receipt of such notice within which to agree, by written
          notice to Landlord, to purchase the Subleased Premises on the terms
          and conditions specified in such notice. If Subtenant exercises its
          right under this section, Landlord and Subtenant shall, within thirty
          (30) days after such notice to Landlord, execute a purchase and sale
          agreement on the terms and conditions of the acceptable offer and in
          form reasonably acceptable to both parties. If Subtenant does not
          exercise its right within the five (5) day period, Subtenant shall be
          deemed to have waived its right of purchase on the terms and
          conditions of the acceptable offer, and Landlord shall be free to sell
          the Subleased Premises to another party on the specified terms and
          conditions. Notwithstanding anything contained herein to the contrary,
          the parties acknowledge and agree that this Section 14.11(ii) shall
          not apply in the event of (i) foreclosure by Landlord's mortgagee or
          (ii) the granting of a deed in lieu of foreclosure.

               14.12 Subordination and Non-Disturbance. This Sublease Agreement
                     ---------------------------------
shall at all times be subject to and subordinate to the lien of any mortgage or
other security instrument that may now or hereafter be placed on the Subleased
Premises by Landlord; provided, however, that Landlord shall have obtained from
any such mortgagee an agreement in writing, which shall be delivered to
Subtenant, providing in substance that so long as Subtenant shall faithfully
discharge the obligations on its part to be kept and performed under this
Sublease Agreement, its tenancy shall not be disturbed, nor shall this Sublease
Agreement be affected by a default under such mortgage, and that in the event of
foreclosure or any other enforcement of any such mortgage, the foreclosing
mortgagee and any purchaser at such foreclosure sale (or purchaser in lieu of
foreclosure) shall be bound to Subtenant under this Sublease Agreement provided
that the Subtenant executes an agreement to attorn to such mortgagee or
purchaser.

               14.13 Consent. Landlord and Sublandlord hereby agree that
                     -------
wherever either Landlord's or Sublandlord's consent is required pursuant to the
terms of this Sublease Agreement or Master Lease, said consent shall not be
unreasonably withheld, conditioned or delayed.

               14.14 Environmental Matters. Sublandlord warrants and
                     ---------------------
represents that, notwithstanding anything to the contrary contained or referred
to in this Lease, it has not caused the Subleased Premises to be in violation of
any law or code pertaining to environmental matters

                                       14
<PAGE>

as a result of which liability could be imposed upon Subtenant. Sublandlord
shall indemnify, defend and hold harmless Subtenant, its directors, officers,
employees, and agents, and any permitted assignees, subtenants or successors to
Tenant's interest in the Premises, their directors, officers, employees, and
agents, from and against any and all losses, claims, damages, penalties, and
liability including all out-of-pocket litigation costs and reasonable attorneys'
fees ("Losses") directly or indirectly arising out of the use, generation,
storage, release or disposal of Hazardous Materials (as hereinafter defined) by
Landlord or Sublandlord, their agents or contractors prior to execution of this
Lease or at any time thereafter, except to the extent that such Losses arise in
any way out of the acts or omissions of Subtenant, its directors, officers,
employees, agents, and permitted assignees, subtenants or successors. Subtenant
shall indemnify, defend and hold harmless Sublandlord and Landlord, their
directors, officers, employees, and agents, and any successor to Landlord's
interest in the Premises, their directors, officers, employees, and agents, from
and against any and all Losses directly or indirectly arising out of the use,
generation, storage, release or disposal of Hazardous Materials (as hereinafter
defined) by Subtenant, its agents or contractors anytime after the execution of
this Lease, except to the extent that such Losses arise in any way out of the
acts or omissions of Sublandlord, Landlord, their directors, officers,
employees, agents, and permitted assignees or successors. For the purpose of
this Paragraph, Hazardous Materials shall include but not be limited to
substances defined as "hazardous substances," "Hazardous Materials," or "toxic
substances" in the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.; the
Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq.; the
Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq.; any
other state, local or federal environmental laws; and in the regulations adopted
and publications promulgated pursuant to said laws. The provisions of this
Paragraph shall survive the expiration or sooner termination of this Sublease
Agreement.
               14.15 New Lease. In the event that the fee interest in the
                     ---------
Demised Premises vests at any time after the date hereof in the Sublandlord, the
Sublandlord agrees to enter into a new lease within thirty (30) days of the
Sublandlord's acquisition of fee title with the Subtenant on the same terms and
conditions and priority as the Sublease (as affected by the Master Lease). Until
the execution of the new lease, the Sublandlord and Subtenant agree that the
Master Lease and this Sublease shall govern the tenancy of the Demised Premises
by the Subtenant.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       15
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be
duly executed under seal as of the date first hereinabove written.

                             VERYFINE PRODUCTS, INC.


                             By:/s/ Samuel B. Rouse
                                ---------------------------------------------
                                    Samuel B. Rouse, its PRESIDENT

                             Date: December 1, 2000
                                  -------------------------------------------


                             MATRIXONE, INC.


                             By: /s/ Maurice L. Castonguay
                                ---------------------------------------------
                                 Maurice L. Castonguay, its Vice President
                                 and Chief Financial Officer

                             Date: December 4, 2000
                                  ------------------------------------------

                             CORTLAND APPLE LIMITED


                            By: /s/ James A. Rouse Jr.
                               ---------------------------------------------
                               James A. Rouse Jr., its GENERAL PARTNER

                            Date: December 1, 2000
                                 -------------------------------------------

                                       16
</TEXT>
</DOCUMENT>
