MACROCHEM CORP
SUBLEASE
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exhibit101.txt
<DESCRIPTION>SUBLEASE
<TEXT>
                                                                    Exhibit 10.1

                                    SUBLEASE



                           LINCOLN TECHNOLOGIES, INC.

                           a Massachusetts corporation

                                  "Sublandlord"



                                       and



                              MACROCHEM CORPORATION

                           a Massachusetts corporation

                                   "Subtenant"




                                            for the premises
                                            consisting of Suites 220 and 240
                                            40 Washington Street
                                            Wellesley Hills, Massachusetts


<PAGE>
                                    SUBLEASE

     THIS SUBLEASE (this "SUBLEASE") is made and entered into as of the 23 day
of May, 2006, by and between LINCOLN TECHNOLOGIES, INC., a Massachusetts
corporation, ("Sublandlord"), and MACROCHEM CORPORATION, a Massachusetts
corporation, a ("Subtenant");

                              W I T N E S S E T H:

     A. By that certain Lease Agreement dated May 21, 2002, as amended by that
certain Lease Amendment dated November 14, 2003, as further amended by that
certain Second Lease Amendment dated October 29, 2004 (together, the "PRIME
LEASE"), HAYMAC LLC ("LANDLORD"), leased to Sublandlord a portion of the
building commonly known as 40 Washington Street, Wellesley Hills, Massachusetts
(the "BUILDING"), identified generally as suites 220 and 240, and a portion of
the adjacent hallway, containing approximately 4,389 RENTABLE SQUARE FEET on the
second floor of the Building (said rentable square footage includes
Sublandlord's proportionate share of common area within the building, which is
15% rendering the suites approximately 3,731 USABLE SQUARE FEET), as more
particularly shown on EXHIBIT A to the Second Lease Amendment to the Prime Lease
(the "PREMISES"), for a term commencing on February 1, 2005 and ending on the
31st day of January, 2008. A copy of the Prime Lease is attached hereto and
incorporated herein as EXHIBIT A. Initially capitalized terms used and not
otherwise defined herein shall have the meanings given thereto in the Prime
Lease.

     B. Subject to the consent of Landlord as set forth in Section 19 hereof,
Subtenant desires to sublease from Sublandlord, and Sublandlord desires to
sublease to Subtenant, the Premises upon the terms and conditions hereinafter
set forth.

                                A G R E E M E N T

     NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and promises contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby mutually
acknowledged, Sublandlord and Subtenant hereby agree as follows:

     1. PREMISES; USE.

     (a) Sublandlord hereby subleases to Subtenant, and Subtenant hereby
subleases from Sublandlord, the Premises, upon the terms and conditions
hereinafter set forth.

     (b) Subtenant shall use the Premises solely for the permitted uses
described in Section A of Article III of the Prime Lease (Permitted Uses and
Access), and Subtenant shall not use or permit the Premises to be used for any
other purpose or purposes whatsoever.

     2. TERM. The term of this Sublease (the "SUBLEASE TERM") shall commence on
the later of (i) APRIL 1, 2006 or (ii) the date of Landlord's consent to this
Sublease pursuant to Section 19 hereof (the "TERM COMMENCEMENT DATE"), and,
unless sooner terminated pursuant to the provisions hereof, shall terminate on
the earlier date to occur of (x) JANUARY 31, 2008 and (y) the prior expiration
or termination of the term of the Prime Lease.

                                       1
<PAGE>

     3. BASE RENT; PAYMENTS.

     (a) Subtenant shall pay Sublandlord base rent for the Premises ("BASE
RENT") for the portion of the Sublease Term commencing on June 1, 2006 (the
"RENT COMMENCEMENT DATE") in the amount of $74,613.00 annually, payable in
advance on the first day of each month in equal monthly installments of
$6,217.75; provided, however, that (i) if the Rent Commencement Date occurs on a
day other than the first day of a month or the Sublease Term ends on a day other
than the last day of a month, then Base Rent for such month shall be prorated;
(ii) one (1) month's Base Rent in the amount of $6,217.75, which shall be
applied to the first month's Base Rent and shall be paid on the date of
execution and delivery of this Sublease by Subtenant; and (iii) no Base Rent is
due for the period between the Term Commencement Date and the Rent Commencement
Date.

     (b) All Base Rent and additional rent hereunder shall be paid without
setoff or deduction whatsoever and shall be paid to Sublandlord at its office at
880 Winter Street, Waltham, Massachusetts 02451 or at such other place as
Sublandlord may designate by notice to Subtenant.

     4. ADDITIONAL RENT; OPERATING EXPENSE ESCALATION; UTILITIES.

     (a) Subtenant shall pay all charges for electricity furnished to the
Premises for plugs and lights only during the Sublease Term. Without limiting
the foregoing, if such electricity is separately metered, then Subtenant shall
pay the applicable utility company directly for same; or if such electricity is
not separately metered (or is measured by a subcheck meter rather than directly
by the applicable utility company), then Subtenant shall pay Sublandlord, as
additional rent, the cost of such electricity, which is estimated as $1.00 per
rentable square foot per year.

     (b) In addition to the Base Rent, Subtenant will pay Sublandlord's pro rata
share of any Operating Increase (as defined in Section A of Article V of the
Prime Lease) and Tax Increase (as defined in Section B of Article V the Prime
Lease) during the Sublease Term. As between Sublandlord and Subtenant for
purposes of this Sublease, the base for Operating Increases shall be calendar
year 2006 and the base for Tax Increase shall be fiscal tax year 2007.
Subtenant's pro rata share shall be determined by multiplying the Operating
Increase and the Tax Increase by the usable square footage of the Premises,
which is agreed to be 3,731. Subtenant's obligation to pay Operating Increase
shall commence on January 1, 2007, and Subtenant's obligation to pay Tax
Increase shall commence on July 1, 2007. Subtenant's payment of its pro rata
share of Operating Increase and Tax Increase will be due and payable on the
first day of each month and in the same manner as payments of Base Rent are due
hereunder. Sublandlord will provide Subtenant with an estimate of the monthly
amounts payable by Subtenant on account of Operating Increase and Tax Increase
with an annual reconciliation promptly following Landlord's annual accountings
described in Article V of the Prime Lease.

     (c) For purposes of this Sublease, the term "rent" shall mean and include
Base Rent, additional rent and any other amounts payable by Subtenant to
Sublandlord hereunder.

     (d) Without limiting the rights of Sublandlord conferred by the Prime
Lease, if any rent remains unpaid seven (7) days after the date same was due
hereunder, then Subtenant shall pay Sublandlord, as additional rent, interest on


                                       2
<PAGE>

the unpaid balance from the date same was due until the date same is paid in
full at a rate equal to the lesser of (i) 1.5% per month, or (ii) the maximum
rate allowed by law (the "DEFAULT RATE").

     5. Existing Office Furniture; Condition of Premises; Surrender of Premises.

     (a) Effective as of the Term Commencement Date, Sublandlord hereby
transfers and conveys to Subtenant all of Sublandlord's right, title and
interest in and to the office furniture and equipment located in the Premises
and described on EXHIBIT B attached hereto and incorporated herein by this
reference (the "FURNITURE") and Subtenant shall remove any and all of the
Furniture from the Premises on or before the expiration or earlier termination
of this Sublease.

     (b) Subtenant hereby accepts the Premises, the Building and the Furniture
in "AS-IS", condition. Subtenant expressly acknowledges and agrees that neither
Sublandlord, nor any of its agents, contractors or employees has made any
representation or warranty whatsoever with respect to the condition of the
Premises, the Building or the Furniture, but if any such representations and
warranties were made, same are hereby expressly disclaimed by Sublandlord and
waived by Subtenant, Subtenant hereby agreeing that it has not and will not rely
upon same. Without limiting the foregoing, Subtenant's taking possession of the
Premises shall be conclusive evidence as against Sublandlord and Landlord that
the Premises, the Building and the Furniture were in good order and satisfactory
condition when Subtenant took possession.

     (c) Upon the expiration or earlier termination of the Sublease Term, or
upon any earlier termination of Subtenant's right to possession of the Premises,
Subtenant shall (i) surrender the Premises and deliver the same to Sublandlord
broom-clean and in at least as good condition as same were in as of the Term
Commencement Date, ordinary wear and tear and damage from fire or other
casualty, excepted; (ii) deliver to Sublandlord all keys to the Premises; (iii)
remove all trade fixtures and personal property placed in the Premises by
Subtenant; (iv) remove all alterations, additions, improvements, demising walls,
wiring, cabling and the like installed by Subtenant (unless Landlord consents to
same remaining at the Premises in writing pursuant to Section 19 hereof); and
(v) repair all damage caused by such removal. All items not so removed shall be
deemed to have been abandoned by Subtenant and may be appropriated, sold,
stored, destroyed, or otherwise disposed of by Sublandlord, at Subtenant's cost
and expense, without notice to Subtenant and without any obligation to account
for such items.

     (d) If Subtenant occupies or claims the right to occupy the Premises,
including failure of Subtenant to remove any of the Furniture, or other property
or improvements which Subtenant is obligated to remove under the terms of this
Sublease, after the expiration or earlier of the termination Sublease Term,
Subtenant shall be a tenant-at-sufferance only, shall be subject to all of the
terms and provisions of this Sublease, and Subtenant shall pay to Sublandlord,
without prejudice to eviction and any other remedy available to Sublandlord on
account thereof, monthly holdover Base Rent equal to 200% of the Base Rent
payable in the last month of the Term plus any Additional Rent as set forth in
this Sublease, plus any and all other costs and expenses incurred by Sublandlord
in connection with such holdover, including all amounts owed by Sublandlord to
Landlord as a result of Subtenant's holding over. Subtenant's obligation to
observe or perform under this Section 5 shall survive the expiration or earlier
termination of this Sublease.

                                       3
<PAGE>

     6. THE PRIME LEASE.

     (a) This Sublease and all rights of Subtenant hereunder and with respect to
the Premises are subject to the terms, conditions and provisions of the Prime
Lease. Except with respect to the Excluded Sublease Provisions (as hereinafter
defined), Subtenant hereby assumes and agrees to perform faithfully and be bound
by all of Sublandlord's obligations, covenants, agreements and liabilities under
the Prime Lease during the Term. Except to the extent such terms and provisions
are inconsistent with or are specifically contrary to the express written
provisions of this Sublease and except with respect to the Excluded Sublease
Provisions (as hereinafter defined), all of the terms, covenants and conditions
of the Prime Lease are by this reference incorporated herein and made a part of
this Sublease as if Sublandlord were Landlord and Subtenant were Tenant. The
parties agree that the following sections of the Prime Lease are expressly not
incorporated into this Sublease: (i) Article I (Term); (ii) Article II (Rental);
(iii) the first two paragraphs of Section A of Article V (Escalations) and the
first two paragraphs of Section B of Article V (Escalations); (iv) the first
paragraph of Article VI (Signs and Parking; (v) the first paragraph of Article
XI; (vi) Article XIV (Fire, Casualty or Taking); (vii) Article XIX (Notices);
(viii) Article XX (Entire Agreement); (ix) Article XXI (Broker); (x) Exhibit A
and the Work Letter to the Prime Lease, and the Amendment to Lease; (xi) any
provisions in the Prime Lease allowing or purporting to allow Sublandlord any
rent concessions or abatements or construction allowances; and (xii) any
provisions in the Prime Lease conferring upon Tenant any rights, privileges, or
options or reservations in the Building except as may be provided herein (the
foregoing collectively, the "Excluded Sublease Sections").

     (b) Without limiting the foregoing:

         (i)   Subtenant shall not make any changes, alterations or additions in
               or to the Premises without Sublandlord's consent thereto in
               writing, such consent not to be unreasonably withheld or delayed,
               and Landlord's consent thereto in writing under Section 22
               hereof;

         (ii)  If Subtenant desires to take any other action and the Prime Lease
               would require that Sublandlord obtain the consent of Landlord
               before undertaking any action of the same kind, Subtenant shall
               not undertake the same without the prior written consent of
               Sublandlord, such consent not to be unreasonably withheld or
               delayed, and Landlord. Notwithstanding the foregoing, Sublandlord
               may condition its consent on the consent of Landlord being
               obtained and may require Subtenant to contact Landlord directly
               for such consent;

         (iii) All rights given to Landlord and its agents and representatives
               by the Prime Lease to enter the Premises covered by the Prime
               Lease shall inure to the benefit of Sublandlord and Landlord and
               their respective agents and representatives with respect to the
               Premises;

                                       4
<PAGE>

         (iv)  Sublandlord shall also have all other rights, privileges,
               options, reservations and remedies granted or allowed to, or held
               by, Landlord under the Prime Lease;

         (v)   Subtenant shall maintain insurance of the kinds and in the
               amounts required to be maintained by Sublandlord under the Prime
               Lease. All policies of liability insurance shall name as
               additional insureds the Landlord and Sublandlord and their
               respective officers, directors or partners, as the case may be,
               and the respective agents and employees of each of them; and

         (vi)  Subtenant shall not do anything or suffer or permit anything to
               be done which could result in a default under the Prime Lease or
               permit the Prime Lease to be cancelled or terminated.

     (c) Notwithstanding anything contained herein or in the Prime Lease which
may appear to be to the contrary, Sublandlord and Subtenant hereby agree as
follows:

         (i)   Subtenant shall not assign, transfer, mortgage or pledge this
               Sublease, or sublease (which term shall be deemed to include the
               granting of concessions and licenses and the like) all or any
               part of the Premises, or suffer or permit this Sublease or the
               leasehold estate hereby created or any other rights arising under
               this Sublease to be assigned, transferred or encumbered, in whole
               or in part, whether voluntarily, involuntarily or by operation of
               law, or permit the occupancy of the Premises by anyone other than
               Subtenant. Any attempted assignment, transfer, mortgage, pledge,
               sublease or encumbrance in violation of this paragraph shall be
               void. Any and all assignment, sublease or any other transfer or
               transaction involving any interest of Subtenant in this Sublease
               shall be governed by all of the terms and conditions of Article
               IX (Assignment, Sublet and Change of Controlling Interest) of the
               Prime Lease as if such transfer or transaction had been engaged
               in or effected by Sublandlord as Tenant.

         (ii)  Neither rental nor other payments hereunder shall abate by reason
               of any damage to or destruction of the Premises or the Furniture,
               or the Building or any part thereof, unless, and then only to the
               extent that, rental and such other applicable payments actually
               abate under the Prime Lease with respect to the Premises on
               account of such event. Subtenant acknowledges and agrees that all
               rights of termination, if any, of the Tenant set forth in Article
               XIV (Fire, Casualty or Taking) of the Prime Lease are reserved to
               Sublandlord, to be exercised or waived in its sole discretion,
               and Subtenant shall have no right to terminate this Sublease
               pursuant to the provisions of Article XIV of the Prime Lease;

         (iii) Subtenant shall not have any right to any portion of the proceeds
               of any award for a condemnation or other taking, or a conveyance

                                    5
<PAGE>
               in lieu thereof, of all or any portion of the Building or the
               Premises by virtue of this Sublease;

         (iv)  Subtenant shall not have any right to exercise or have
               Sublandlord exercise any option under the Prime Lease, including,
               without limitation, any option to extend the term of the Prime
               Lease or lease additional space; and

         (v)   In the event of any conflict between the terms, conditions and
               provisions of the Prime Lease and of this Sublease, the terms,
               conditions and provisions of this Sublease shall, in all
               instances, govern and control as between Sublandlord and
               Subtenant.

     (d) It is expressly understood and agreed that Sublandlord does not assume
and shall not have any of the obligations or liabilities of Landlord under the
Prime Lease and that Sublandlord is not making the representations, warranties
or indemnities, if any, made by Landlord in the Prime Lease. Without limiting
the foregoing, Sublandlord shall have no obligation to provide any or all of the
services, utilities, parking, work, alterations, signage rights, repairs,
maintenance, restoration or insurance coverages to be provided by Landlord under
the Prime Lease. With respect to work, services, repairs and restoration or the
performance of other obligations required of Landlord under the Prime Lease,
Sublandlord's sole obligation with respect thereto shall be to request the same,
upon written request from Subtenant that the same have not been provided, and to
use reasonable efforts to obtain the same from Landlord. Sublandlord shall not
be liable in damages, nor shall rent abate hereunder, for or on account of any
failure by Landlord to perform the obligations and duties imposed on Landlord
under the Prime Lease.

     (e) Notwithstanding the foregoing, Subtenant shall have no obligation to
(i) cure any default of Sublandlord under the Prime Lease, (ii) perform any
obligation of Sublandlord under the Prime Lease which arose prior to the Term
Commencement Date and Sublandlord failed to perform, (iii) repair any damage to
the Premises caused by Sublandlord, (iv) remove any alterations or additions
installed within the Premises by Sublandlord, (v) indemnify Sublandlord or
Landlord with respect to any negligence or willful misconduct of Sublandlord,
its agents, invitees, employees or contractors or other subtenants of the
Building other than Subtenant, or (vi) discharge any liens on the Premises or
the Building which arise out of any work performed, or claimed to be performed,
by or at the direction of Sublandlord.

     (f) Nothing contained in this Sublease shall be construed to create privity
of estate or contract between Subtenant and Landlord, except the agreements of
Subtenant in Sections 11 and 12 hereof in favor of Landlord, and then only to
the extent of the same.

     (g) Notwithstanding anything contained herein or in the Prime Lease which
may appear to be to the contrary and except for obligations under the Lease
which have been assumed by Subtenant pursuant to the terms of this Sublease,
Sublandlord covenants and agrees to perform all of Sublandlord's obligations
under the Lease to be performed and observed by Sublandlord and not to do
anything or omit to do anything which will cause a default, beyond applicable
notice and cure periods, under the Lease. Except in the event of a casualty or


                                       6
<PAGE>

condemnation and provided and so long as this Sublease is in full force and
effect and Subtenant is not in default hereunder, Sublandlord will not
voluntarily surrender the Premises or enter into an agreement with Landlord to
terminate the Prime Lease with respect to the Premises, nor shall it agree to
modify or amend the Prime Lease in any way that will reduce the rights or
increase the obligations of Subtenant under this Sublease in any material
respect.

     7. DEFAULT BY SUBTENANT.

     (a) Upon the happening of any of the following:

         (i)   Subtenant fails to pay any Base Rent or any other amount due from
               Subtenant hereunder within five (5) days after the date when same
               is due;

         (ii)  Subtenant fails to perform or observe any other covenant or
               agreement set forth in this Sublease and such failure continues
               for thirty (30) days after notice thereof from Sublandlord to
               Subtenant, except that Subtenant shall not be in default if said
               failure cannot be cured within thirty (30) days after the date of
               such notice provided that Subtenant commences to cure within
               thirty (30) days after the date of such notice, thereafter
               diligently pursues curing of the failure and completes such cure
               within sixty (60) days after the date of the initial notice from
               Sublandlord; or

         (iii) any other event occurs which involves Subtenant or the Premises
               and which would constitute a default under the Prime Lease if it
               involved Sublandlord or the Premises;

Subtenant shall be deemed to be in default hereunder, and Sublandlord may
exercise, without limiting any other rights or remedies available to it
hereunder or at law or in equity, any and all rights and remedies of Landlord
set forth in the Prime Lease in the event of a default by Sublandlord
thereunder.

     (b) In the event Subtenant fails or refuses to make any payment or perform
any covenant or agreement to be performed hereunder by Subtenant, Sublandlord
may make such payment or undertake to perform such covenant or agreement (but
shall not have any obligation to Subtenant to do so). In such event, amounts so
paid or expended in undertaking such performance, together with all costs,
expenses and attorneys' fees incurred by Sublandlord in connection therewith and
interest on such amounts from the date when so paid or expended at the Default
Rate, shall be additional rent hereunder.

     8. CASUALTY AND TAKING.

     (a) In the event that during the Sublease Term, all or any part of the
Premises are destroyed or damaged by fire or other casualty or taken by eminent
domain, and either Sublandlord or Landlord terminates the Prime Lease pursuant
to its terms because of such damage, destruction or taking, then this Sublease
shall likewise terminate on the same date that the Prime Lease terminates.
Sublandlord shall give Subtenant prompt notice of such termination and the date
on which it shall occur.



                                       7
<PAGE>

     (b) In the event any such damage, destruction or taking of the Premises
occurs and this Sublease is not terminated pursuant to this Section 8, then
Sublandlord shall use reasonable efforts to cause Landlord to repair and restore
the Premises as required by the terms of the Prime Lease. The Base Rent and any
other additional rent hereunder shall be abated if and only to the extent the
rent and additional rent payable under the Prime Lease is abated, and in the
case of a taking which permanently reduces the area of the Premises, a just
proportion of such rent shall be abated for the remainder of the Sublease Term.

     (c) Any and all rights to receive awards made for damages to the Premises
and the leasehold hereby created accruing by reason of exercise of eminent
domain or by reason of anything lawfully done in pursuance of public or other
authority, are reserved to Sublandlord and Landlord. Subtenant hereby releases
and assigns to Sublandlord and Landlord all Subtenant's rights to such award and
covenants to deliver such further assignments and assurances thereof as
Sublandlord or Landlord may from time to time request.

     9. NONWAIVER. The failure of Sublandlord to seek redress for violation of,
or to insist upon the strict performance of any covenant or condition of this
Sublease shall not be deemed a waiver of such violation nor prevent a subsequent
act, which would have originally constituted a violation, from having all the
force and effect of an original violation. The receipt by Sublandlord of rent
with knowledge of the breach of any covenant of this Sublease shall not be
deemed to have been a waiver of such breach by Sublandlord. No consent or
waiver, express or implied by Sublandlord to or of any breach of any agreement
or duty shall be construed as a waiver or consent to or of any other breach of
the same or any other agreement or duty.

     10. CUMULATIVE RIGHTS AND REMEDIES. Any and all rights and remedies which
Sublandlord may have under this Sublease, and at law and equity, shall be
cumulative and shall not be deemed inconsistent with each other, and any two or
more of all such rights and remedies may be exercised at the same time insofar
as permitted by law.

     11. WAIVER OF CLAIMS AND INDEMNITY.

     (a) Subtenant hereby releases and waives any and all claims against
Landlord and Sublandlord and each of their respective officers, directors,
partners, agents and employees for injury or damage to person, property or
business sustained in the Premises by Subtenant during the term of this Sublease
other than by reason of Landlord's or Sublandlord's negligence or willful
misconduct and except in any case which would render this release and waiver
void under law.

     (b) Subtenant agrees to indemnify, defend and hold harmless Sublandlord and
its officers, directors, partners, agents and employees, and any other parties
required to be indemnified under by tenant under the terms of the Lease, from
and against any and all claims, demands, costs and expenses of every kind and
nature, including attorneys' fees and litigation expenses, arising from
Subtenant's use or occupancy of the Premises, Subtenant's construction of any
leasehold improvements in the Premises (including, without limitation, the
Subtenant's Improvements) or from any breach or default on the part of Subtenant
in the performance of any agreement or covenant of Subtenant to be performed or
performed under this Sublease or pursuant to the terms of this Sublease, any
holding over by Subtenant after the expiration or earlier termination of the


                                       8
<PAGE>

Sublease Term, or from any negligent act or omission or intentional misconduct
of Subtenant or its agents, officers, employees, guests, servants, invitees or
customers in or about the Premises or the Building. In case any such proceeding
is brought against any of said indemnified parties, Subtenant covenants, if
requested by Sublandlord, to defend such proceeding at its sole cost and expense
by legal counsel reasonably satisfactory to Sublandlord.

     (c) Subtenant and Sublandlord each shall indemnify and hold harmless the
other from and against any and all cost, expense or liability (including
reasonable attorneys' fees) incurred on account of such party's actions or the
actions of its employees, agents, licensees or contractors on or about the
Premises or the Building or on account of any breach or violation by the
indemnifying party of this Sublease or the Prime Lease, except to the extent
that the same is due to the negligence or willful misconduct of the other party
or its employees, agents, invitees, licensees, or contractors. Subtenant and
Sublandlord each hereby releases and waives any right or claim against the other
party, or any of its directors, officers, shareholders, partners, employees,
advisers or agents for loss of business, loss of profits, inconvenience, or for
any other incidental or consequential damages relating to this Sublease.

     (d) No director, officer, shareholder, partner, employee, adviser or agent
of Sublandlord or Subtenant shall be personally liable in any manner or to any
extent under or in connection with this Sublease.

     12. WAIVER OF SUBROGATION. Anything in this Sublease to the contrary
notwithstanding, Sublandlord and Subtenant each hereby waives on behalf of
itself and its property insurers (none of which shall ever be assigned any such
claim or be entitled thereto due to subrogation or otherwise) any and all rights
of recovery, claims, actions or causes of action against the other and the
officers, directors, partners, shareholders, agents and employees of each of
them, for any loss or damage that may occur to the Premises or the premises
covered by the Prime Lease, or any improvements thereto, or any personal
property of any person therein or in the Building, by reason of fire, the
elements or any other cause insured against or required to be insured against
under the terms of this Sublease or the Prime Lease, regardless of cause or
origin, including negligence of either party, except in any case which would
render this waiver void under law.

     13. BROKERAGE COMMISSIONS. Subtenant and Sublandlord mutually represent and
warrant that they have dealt with no broker in connection with this transaction
except Trammell Crow Company as broker for Sublandlord (the "Broker"). Each
agrees to defend, indemnify and save the other harmless from and against any and
all cost, expense or liability for any compensation, commissions or charges
claimed by any broker or agent other than the Broker with respect to the
indemnifying party's dealings in connection with this Sublease. A brokerage fee
shall be paid to the Broker by Sublandlord pursuant to a separate agreement. The
payment of the brokerage fee is contingent upon this Sublease being fully
executed and being approved by the Landlord.

     14. SUCCESSORS AND ASSIGNS. This Sublease shall be binding upon and inure
to the benefit of the successors and assigns of Sublandlord and shall be binding


                                       9
<PAGE>

upon and inure to the benefit of the successors of Subtenant and, to the extent
any such assignment may be approved, Subtenant's assigns. The provisions of
Subsection 6(e) and Sections 11 and 12 hereof shall inure to the benefit of the
successors and assigns of Landlord.

     15. ENTIRE AGREEMENT. This Sublease contains all the terms, covenants,
conditions and agreements between Sublandlord and Subtenant relating in any
manner to the rental, use and occupancy of the Premises. No prior agreement or
understanding pertaining to the same shall be valid or of any force or effect.
The terms, covenants and conditions of this Sublease cannot be altered, changed,
modified or added to except by a written instrument signed by Sublandlord and
Subtenant.

     16. NOTICES.

     (a) In the event any notice from the Landlord or otherwise relating to the
Prime Lease is delivered to the Premises or is otherwise received by Subtenant,
Subtenant shall, as soon thereafter as possible, but in any event within
twenty-four (24) hours, deliver such notice to Sublandlord if such notice is
written or advise Sublandlord thereof by telephone if such notice is oral.

     (b) Notices and demands required or permitted to be given by either party
to the other with respect hereto or to the Premises shall be in writing and
shall not be effective for any purpose unless the same shall be served either by
personal delivery with a receipt requested, by overnight air courier service or
by United States certified or registered mail, return receipt requested, postage
prepaid:

         if to Sublandlord:           LINCOLN TECHNOLOGIES, INC.
                                      880 Winter Street
                                      Waltham, MA 02451
                                      Attn: Ari Buchler, Esq.
                                      Vice President and General Counsel

         with a copy to:              Goodwin Procter LLP
                                      Exchange Place
                                      Boston, Massachusetts 02109
                                      Attn:  Andrew C. Sucoff, Esq.

         if to Subtenant:             MacroChem Corporation
                                      40 Washington Street, Suite 220
                                      Wellesley, MA
                                      Attn:  Glenn E. Deegan
                                      Vice President and General Counsel

         if to Landlord:              at the address of Landlord as set forth in
                                      Article XIX of the Prime Lease.

Notices and demands shall be deemed to have been given on the date when: (i)
deposited with the United States Postal Service, if mailed; (ii) delivered if
made by personal delivery; or (iii) deposited with the applicable overnight air


                                       10
<PAGE>

courier service, if sent by overnight mail. Either party may change its address
for receipt of notices by giving notice to the other party in accordance with
the foregoing provisions of this Section.

     17. AUTHORITY OF SUBTENANT. Each of Sublandlord and Subtenant represents
and warrants to the other that this Sublease has been duly authorized, executed
and delivered by and on behalf of such party and constitutes the valid,
enforceable and binding agreement of such party.

     18. SECURITY DEPOSIT.

     (a) Subtenant acknowledges that Sublandlord is unwilling to execute this
Sublease unless Subtenant provides Sublandlord with security for Subtenant's
obligations under this Sublease. Accordingly, Subtenant shall deliver to
Sublandlord, on the date that Subtenant executes and delivers this Sublease to
Sublandlord, a cash security deposit in the amount of $6,217.75 (the "SECURITY
DEPOSIT").

     (b) In the event that Subtenant is in default, beyond the expiration of
applicable notice and cure periods, of any of its obligations under this
Sublease, then Sublandlord shall have the right, at any time after such event,
without giving any further notice to Subtenant, to apply all or part of the
Security Deposit to cure such default. In the event of any such application by
Sublandlord, Subtenant shall, within five (5) business days of written demand
therefor, restore the Security Deposit to the original amount required
hereunder.

     (c) Sublandlord shall not be required to hold the Security Deposit in a
separate account, nor shall Subtenant be entitled to any interest earned with
respect thereto.

     (d) To the extent that Sublandlord has not previously drawn upon the
Security Deposit, and to the extent that Subtenant is not otherwise in default
of its obligations under this Sublease as of the expiration or earlier
termination of this Sublease, Sublandlord shall promptly return the Security
Deposit to Subtenant.

     (e) In no event shall the Security Deposit be deemed to be a prepayment of
rent or considered as a measure of liquidated damages.

     19. CONSENT OF LANDLORD. This Sublease is conditioned upon procuring the
consent of Landlord to this Sublease in accordance with the Prime Lease (the
"Consent"), and the Sublandlord and Subtenant shall cooperate with each other in
seeking Landlord's Consent. If the Consent is not granted by Landlord in writing
within thirty (30) days after the date of execution of this Sublease by
Sublandlord and Subtenant, then, at the election of either party upon written
notice to the other given prior to the receipt of such Consent, this Sublease
shall be terminated. If this Sublease is so terminated: (i) all consideration
previously paid by Subtenant to Sublandlord on account of this Sublease shall be
returned to Subtenant; and (ii) the parties thereupon shall be relieved of any
further liability or obligation under this Sublease, except for those
liabilities or obligations which have accrued and remain unperformed as of the
date this Sublease is so terminated. Subtenant shall reimburse Sublandlord for
all legal and administrative costs payable to Landlord pursuant to the Prime
Lease in connection with the Consent.

                                       11
<PAGE>

     20. EXAMINATION. Submission of this instrument for examination or signature
by Subtenant does not constitute a reservation of or option for the Premises or
in any manner bind Sublandlord, and no lease, sublease or obligation on
Sublandlord shall arise until this instrument is signed and delivered by
Sublandlord and Subtenant and the consent of Landlord is obtained as described
in Section 19 above; provided, however, that the execution and delivery by
Subtenant of this Sublease to Sublandlord shall constitute an irrevocable offer
by Subtenant to sublease the Premises on the terms and conditions herein
contained, which offer may not be revoked unless Sublandlord fails to execute
this Sublease within thirty (30) days after the date of such delivery by
Subtenant.

     21. PARKING. Provided that Subtenant is not in default of any of its
obligations hereunder and subject to the terms of the Prime Lease, during the
Sublease Term, Subtenant shall have the right to use up to 17 parking spaces at
no additional cost to Subtenant.

     22. SUBLEASE IMPROVEMENTS. Subject to (i) Subtenant's compliance with the
applicable terms and conditions of this Sublease and the Prime Lease, including,
without limitation, Article XV of the Prime Lease, and (ii) obtaining Prime
Landlord's prior written consent, Subtenant shall have the right to perform the
alterations (if any) described in Exhibit D attached hereto (the "Subtenant's
Improvements"), at Subtenant's sole cost and expense. In the event the Prime
Landlord requires the removal of such Subtenant's Improvements at the end of the
Sublease Term, Subtenant shall remove such Subtenant's Improvements, at its sole
cost and expense, prior to the end of the Sublease Term and restore the Premises
to its condition prior to the performance of such subtenant's Improvements.

     23. MISCELLANEOUS.

     (a) If any dispute should arise between Sublandlord and Subtenant with
respect to interpretation or performance of this Sublease, the nonprevailing
party shall pay the prevailing party's reasonable attorneys' fees and costs.

     (b) This Sublease shall be governed by and interpreted under and construed
and enforced in accordance with the laws of the Commonwealth of Massachusetts.
If any term, covenant, condition or provision of this Sublease or the
application thereof to any person or circumstances shall be declared invalid or
unenforceable by the final ruling of a court of competent jurisdiction having
final review, the remaining terms, covenants, conditions and provisions of this
Sublease and their application to persons or circumstances shall not be affected
thereby and shall continue to be enforced and recognized as valid agreements of
the parties.

This Sublease contains the entire agreement of the parties with respect to the
subject matter which it covers and supersedes all prior or other negotiations,
representations, understandings and agreements of, by or between the parties,
all of which shall be deemed fully merged herein.

     (b) This Sublease may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one and the same instrument.

                                       12
<PAGE>

     (c) The captions herein are inserted only as a matter of convenience and
for reference and in no way define, limit, construe or describe the scope of
this Sublease or the meaning or intent of any provision hereof.

     (d) This Sublease shall be binding upon and inure to the benefit of the
parties hereto and their respective permitted successors and assigns.

     (e) The failure of either party to exercise any of its rights is not a
waiver of those rights. A party waives only those rights specified in writing
and signed by the party waiving its rights.

     (f) Subtenant may not record this Sublease or any memorandum thereof
without the Sublandlord's prior written consent.

     (g) This Sublease may be modified only by a writing signed by both parties.

                         [Signatures on Following Page]



                                       13
<PAGE>

     IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this Sublease
as of the date aforesaid.


                                          SUBLANDLORD:

                                          LINCOLN TECHNOLOGIES, INC.
                                          a Massachusetts corporation


                                          By:/s/ D.A. Buchler
                                               Its: Secretary


                                          SUBTENANT:

                                          MACROCHEM CORPORATION
                                          a Massachusetts corporation


                                          By:/s/ Bernard R. Patriacca
                                               Its: VP & CFO


Exhibits

"A" - Prime Lease

"B" -  List of Furniture





                                       14
<PAGE>

                                    EXHIBIT A

                                   PRIME LEASE



                                 (SEE ATTACHED)


                               Ex. A - pg. 1 of 1
<PAGE>
                                    EXHIBIT A
                           to Sublease between Lincoln
                               Technologies, Inc.
                            And Macrochem Corporation

                                 LEASE AGREEMENT

     This Lease Agreement (this "Lease") is entered into as of the 21ST day of
MAY, 2002 by and between HAYMAC LLC (hereinafter referred to as "Landlord") with
a principal place of business at 34 Washington Street, Suite DEC7, Wellesley
Hills, Massachusetts 02481-1909, and LINCOLN TECHNOLOGIES, INC. (hereinafter
referred to as "Tenant") with a current address at 1383 Washington Street, West
Newton, Massachusetts 02465.

     WHEREAS, Landlord owns the office building located at 40 WASHINGTON STREET,
WELLESLEY HILLS, MASSACHUSETTS 02481 (the "Building"); and

     WHEREAS, Tenant, which is duly authorized to conduct business in the
Commonwealth of Massachusetts, desires to lease the portion of the Building
identified generally as Suite 230, containing approximately 3,340 rentable
square feet on the second floor of the Building (said rentable square footage
includes Tenant's proportionate share of common area within the Building which
is approximately 15%, rendering the suite approximately 2,839 usable square
feet).

     NOW, THEREFORE, in consideration of the Premises and the mutual covenants
set forth herein, Landlord hereby leases the above noted portion of the Building
as outlined in red on the floor plan marked EXHIBIT "A" and attached hereto and
made a part hereof (hereinafter referred to as the "Demised Premises"), together
with rights to certain common areas of the Building and of the land on which the
Building is located (hereinafter the combination of the "Demised Premises" and
common area will be referred to as the "Premises") pursuant to the following
terms and conditions:

I.   TERM

     This Lease shall be for a term of Three (3) Years and Sixteen (16) Days
commencing on the 15th day of September, 2002 and ending on the 30th day of
September, 2005.

II.  RENTAL

     Beginning on September 15, 2002, Tenant agrees to pay, without notice,
offset, demand or deduction, rent at the annual rate of Eighty Six Thousand
Eight Hundred Forty Dollars ($86,840.00) payable in advance in equal monthly
installments of Seven Thousand Two Hundred Thirty Six Dollars and Sixty Seven
Cents ($7,236.67) on or before the first day of each and every calendar month
during the term hereof, and at the same rate for any fraction of a month
occurring at the beginning or end of the term hereof, at Landlord's address as
set forth above, or to such other place as Landlord may designate in writing.

                                       1
<PAGE>

     Upon execution of this Lease, Tenant agrees to pay to Landlord $10,855.01,
representing rent for the period September 15, 2002 through October 31, 2002
($7,236.67 x 1.5 = $10,855.01).

     If Tenant fails to pay all or any part of the monthly rent provided for in
this Article II within seven (7) days of the date on which it is due, then
Tenant shall also pay a late charge equal to four percent (4%) of the unpaid
rent. In any event, if, at the beginning of any month after such rent was due,
all or any part of the monthly rent is still unpaid, Tenant shall pay an
additional late charge equal to four percent (4%) of the unpaid rent.
Notwithstanding anything to the contrary, the monthly rent is due and payable in
advance on or before the first day of each and every calendar month during the
term hereof and the above noted seven (7) day period before a late charge is
assessed is not intended to be a grace period. Landlord's acceptance of a lesser
sum than the Rent then due shall in no event be deemed to be other than a
partial installment of such rent due, and an endorsement or statement on any
check or any letter accompanying any check or payment as rent shall in no event
be deemed an accord and satisfaction, and Landlord may accept such check or
payment without prejudice to Landlord's right to recover the balance of such
installment or pursue any other remedy in this Lease provided.

III. USE OF PREMISES

     A. PERMITTED USES AND ACCESS. Tenant shall use the Demised Premises for
general office purposes, and Landlord warrants that the Premises may be used for
general office purposes. Tenant shall be responsible for obtaining and
maintaining all necessary licenses, permits and approvals for Tenant to carry on
the Tenant's permitted use in the Demised Premises as may be required by any
government authority. Landlord's services are provided between the ordinary
business hours of 7:00 AM and 6:00 PM, Monday through Friday, excluding
holidays. Notwithstanding anything herein to the contrary, Tenant shall have use
and access to the Premises on a seven-day per week, twenty-four hour per day
basis.

     Tenant agrees that its density of occupation within the Demised Premises
shall not exceed one employee per 200 usable square feet of floor space in any
one given area. Total density of occupation for the Demised Premises shall not
exceed five (5) people per 1000 usable square feet. Tenant shall not place a
load upon any floor in the Demised Premises which exceeds a floor load of
Seventy Five pounds per square foot (75 lbs./sq. ft.) of area, and not move any
safe, vault or other heavy equipment in, about or out of the Building except in
such manner and at such time as the Landlord shall in each instance authorize.
Tenant's machines and mechanical equipment shall be placed and maintained by
Tenant, at Tenant's expense, in settings sufficient to absorb or prevent
vibration or noise that may be transmitted to the Building structure.

     Tenant further agrees not to use the Premises to carry on, or permit upon
the Premises any offensive, noisy or dangerous trade, business manufacture or
occupation, or any nuisance, or allow the Premises to be used for any purpose
that will increase the rate of insurance thereon over the rate charged by reason
of a use of the character herein permitted without Landlord's prior written
consent and without compensating Landlord for such increase; and nothing in
violation of any present or future federal, state or local law or ordinance
regulating use of the Premises, will be done or permitted by the Tenant in or
upon said Premises or any part thereof.

                                       2
<PAGE>

     Tenant shall not commit or permit any waste in or with respect to the
Premises, nor generate, store or dispose of any oil, toxic substances, hazardous
wastes, or hazardous materials (each a "Hazardous Material"), or permit the same
in or on the Premises or any parking areas provided for under this Lease. Tenant
shall not dump, flush or in any way introduce any Hazardous Materials into
septic, sewage or other waste disposal systems serving the Premises or any
parking areas provided for under this Lease. Tenant will defend, hold harmless
and indemnify Landlord and its successors and assigns against all claims, loss,
cost, and expenses including attorneys' fees incurred as a result of any
contamination of the Premise with Hazardous Materials by Tenant or Tenant's
contractors, licensees, invitees, agents, servants or employees. This provision
shall survive the termination of this Lease.

     B. HEATING AND AIR CONDITIONING. During ordinary business days and hours
(as defined in Article III A.), Landlord shall provide a year round heating,
ventilation and air conditioning ("HVAC") system capable of producing and
maintaining the following conditions in the Demised Premises in areas where
there are no more than one person for every two hundred usable square feet and
no equipment employed by Tenant which generates excessive temperatures:

        Summer: Provide a temperature drop of 20 degrees Fahrenheit and
                relative humidity of 50% when the outside conditions do not
                exceed 95 degrees Fahrenheit.

        Winter: Provide a temperature  inside of 68 degrees Fahrenheit when the
                outside temperature does not fall below 10 degrees Fahrenheit
                with a greater than 15 MPH wind prevailing.

     The heating and air conditioning systems shall be thermostatically
controlled and zoned so as to automatically maintain preset temperature.
Temperatures within a zone shall not vary more than 4 degrees Fahrenheit from
the thermostatic settling. DURING THE PERIODS OTHER THAN ORDINARY BUSINESS DAYS
AND HOURS, THE TEMPERATURE SETTINGS WILL BE 62 DEGREES IN THE HEATING SEASON AND
80 DEGREES IN THE COOLING SEASON.

     If Tenant's equipment generates heat equal to or in excess of 9000 BTU's
within a 400 square foot area of the Demised Premises (or proportionately
thereto for a different size area); thereby effecting Landlord's ability to
provide the above noted temperatures using the Building's HVAC system, then
Tenant will be required to install a supplementary air conditioning system to
service the area within the Demised Premises where said equipment is employed by
Tenant. Tenant will be required to use the Building's designated HVAC contractor
for the installation of said supplementary air conditioning unit and Tenant will
be solely responsible for all costs associated with the purchase, installation
and operation of said system (including the cost of installing a separate
electric meter, if necessary). At the termination of this Lease, the
supplementary air conditioning unit will remain with the Demised Premises and
will become the property of Landlord.

                                       3
<PAGE>
     C. ELECTRICITY. Tenant's use of electrical energy in the Demised Premises
shall not at any time exceed the capacity of any of the electrical conductors
and equipment in or otherwise serving the Demised Premises. In order to insure
that such capacity is not exceeded, and to avert possible adverse effect upon
the Building, Tenant shall give notice to Landlord whenever it shall connect to
the Building's electrical distribution system any fixtures, appliances or
equipment other than a reasonable quantity of lamps, personal computers,
printers, typewriters, copiers, fax machines and similar office machines for
standard office type uses.

     Any additional feeders or risers to supply Tenant's electrical requirements
other than those set forth in EXHIBIT "A", and all other equipment proper and
necessary in connection with such feeders and risers shall be installed by
Landlord upon Tenant's request, at the sole cost and expense of Tenant, provided
that, in Landlord's reasonable judgment, such additional feeders, risers or
dedicated circuits are permissible and will not cause or create danger or injury
to the Building or cause or create a dangerous condition or unreasonably
interfere with the other Tenants of the Building.

     D. RULES AND REGULATIONS. Tenant agrees to comply with all REASONABLE rules
and regulations promulgated by Landlord from time to time for the operation of
the Building including, but not limited to, those currently adopted, as shown on
EXHIBIT "C" attached hereto and uniformly enforced with all tenants in the
building.

IV.  TAXES, UTILITIES AND JANITORIAL SERVICES

     A. LANDLORD'S RESPONSIBILITY. Except as provided in Article V hereof,
Landlord agrees to pay all real estate taxes and assessments levied against the
Premises and to furnish the following services and utilities related to Tenant's
use and occupancy of the Demised Premises:

     1. Original installation (and not replacement) of lamps, bulbs, ballasts,
        and starters in electrical light fixtures.

     2. Upkeep of grounds and other common area, and removal of snow and ice
        from parking areas and sidewalks.

     3. Janitorial services in accordance with Landlord's instruction sheet,
        a copy of which is attached hereto and made a part hereof and marked
        EXHIBIT "B".

     4. Electric current for lights and ordinary business machines and air
        conditioning as detailed in Article III of the Lease.

     5. Gas for the heating of the Demised Premises as detailed in Article III
        of the Lease.

     6. Water and sewer for plumbing in the Demised Premises and the common
        areas of the Building.

     Landlord does not warrant that any services supplied by Landlord will not
be interrupted. Services may be interrupted because of accidents, repairs,
alterations, improvements or any reason beyond the reasonable control of
Landlord. IN THE EVENT OF AN INTERRUPTION OF SERVICES, LANDLORD WILL USE ITS


                                       4
<PAGE>

BEST EFFORTS TO RESTORE SAID SERVICES AS QUICKLY AS POSSIBLE. UNLESS CAUSED BY
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD, ITS EMPLOYEES, OR
AGENTS, no interruption of service shall:

          a. Be considered an eviction or disturbance of Tenant's use and
             possession of the Demised Premises;

          b. Make Landlord liable to Tenant for damages;

          c. Entitle Tenant to an abatement of rent; or

          d. Relieve Tenant from performing Tenant's obligations under this
             Lease.

     B. TENANT'S RESPONSIBILITY. Tenant shall be responsible to provide and pay
for the following services and expenses related to Tenant's use and occupancy of
the Demised Premises.

     1. The trash removal service provided by Landlord and detailed in EXHIBIT
     "B" of the Lease covers only the removal of routine office trash in
     standard waste receptacles. It is understood that any cardboard boxes,
     large amounts of trash or other items not considered routine office trash
     will be promptly removed from the Premises by Tenant at Tenant's expense in
     accordance with all applicable legal requirements. Tenant shall not allow
     any large amounts of trash to accumulate.

     2. Personal property tax to town or city.

V.   ESCALATIONS

     A. OPERATING EXPENSES (EXCLUDING REAL ESTATE TAXES)

     The rental, outlined in Article II hereunder, includes the base
per-square-foot operating costs to operate the Building (fully occupied), of
which the Demised Premises forms a part. These per-square-foot operating costs
are outlined in EXHIBIT "D" which is attached hereto and accepted by Tenant.
Tenant acknowledges and agrees that if these per-square-foot costs decrease
below the base over the term of the Lease, there will be no credit reduction to
or replacement of the EXHIBIT "D" attached hereto.

     COMMENCING JANUARY 1, 2004, if during the term of this Lease the total of
the per-square-foot operating costs increases over that set forth in EXHIBIT
"D", then Tenant agrees to pay its proportionate share of such increase (the
"Operating Increase"). Tenant's proportionate share shall be determined by
multiplying the per-square-foot Operating Increase by the Usable Square Footage
of the Demised Premises (2,839 u.s.f.). Landlord may make a reasonable estimate
of the expected per-square-foot Operating Increase, and may bill Tenant for its
proportionate share thereof as additional monthly rental hereunder.

     Landlord will render a yearly accounting of the per-square-foot costs
incurred, and Tenant agrees to pay any shortfall between Tenant's estimated
payments made and the actual increase in the per-square-foot costs incurred by
Landlord. In the event the total per-square-foot costs incurred by Landlord
prove to be less than the amount estimated by Landlord and paid by Tenant, then


                                       5
<PAGE>

Landlord shall refund any overpayment to Tenant by either applying, at
Landlord's option, any overpayment to Tenant's future estimated payments or by
lump sum refund.

     B. REAL ESTATE TAXES.

     The rental, outlined in Article II hereunder, includes the base
per-square-foot real estate taxes for the Building, of which the Demised
Premises forms a part. This per-square-foot real estate tax is outlined in
EXHIBIT "D" which is attached hereto and accepted by Tenant. Tenant acknowledges
and agrees that, if this per-square-foot cost decreases below the base over the
term of the Lease, there will be no credit, reduction to or replacement of the
EXHIBIT "D" attached hereto.

     COMMENCING JANUARY 1, 2004, if in any real estate tax billing period, or
portion thereof, during the term of this Lease, the per-square-foot real estate
taxes levied against the Building, on an annual basis, increase over those shown
on EXHIBIT "D", then Tenant agrees to pay its proportionate share of the
increase in said real estate taxes (the "Tax Increase"). Tenant's proportionate
share shall be determined by multiplying the per-square-foot Tax Increase by the
Usable Square Footage of the Demised Premises (2,839 u.s.f.). Landlord may make
a reasonable estimate of the expected per-square-foot Tax Increase and may bill
Tenant for its proportionate share as additional monthly rental hereunder.

     Landlord will render a yearly accounting of the per-square-foot real estate
taxes incurred, and Tenant agrees to pay any shortfall between Tenant's
estimated payments made and the per-square-foot real estate taxes incurred by
Landlord. In the event the total per-square-foot real estate costs incurred by
Landlord prove to be less than the amount estimated by Landlord and paid by
Tenant, then Landlord shall refund any overpayment to Tenant by either applying,
at Landlord's option, any overpayment to Tenant's future estimated payments or
by lump sum refund.

     C. PAYMENT OF ESCALATIONS.

     Tenant is obligated to pay such estimated and actual cost increases
referred to in Sections A and B above upon receipt of Landlord's billing or
notice of same. Landlord shall furnish Tenant with a statement, which sets
forth, in reasonable detail, the basis for such escalations.

VI.  SIGNS AND PARKING

     Landlord agrees to supply and install identifying signs for Tenant similar
to those employed for other Tenants in the Building, at the main entrances to
the Building and to the Demised Premises. Tenant shall in no event place any
signs on the exterior or interior of the Building, or within the Demised
Premises, which will be visible from the exterior of the Building.

     Tenant, its employees and visitors, shall be allowed to use the general
parking areas designated for the Building as outlined in red on the attached
Exhibit "E", in common with others entitled thereto. The parking ratio for the
Building is four (4) unassigned parking spaces per 1,000 usable square feet,
therefore there are twelve (12) unassigned parking spaces allocated to the
Premises. Tenant's requirements for any visitor's parking spaces are included


                                       6
<PAGE>

within this ratio. Landlord reserves the right to modify the general parking
areas, to assign reserved parking spaces to Tenants within the Building and/or
issue parking stickers, provided Tenant's allotted parking spaces noted above
are not reduced.

VII. MAINTENANCE, REPAIR AND SURRENDER

     A. LANDLORD'S RESPONSIBILITIES: Landlord agrees to maintain in good
condition and repair the roof, foundations, structural components, common areas,
HVAC systems, plumbing in the common areas, and windows of the Building.
Landlord shall not be required to make any such repairs where same were caused
by any acts or omission or negligence of Tenant, its agents, invitees,
licensees, visitors, or contractors.

     B. TENANT'S RESPONSIBILITIES: Tenant agrees that during the initial term of
this Lease or any extension thereof, and for such further time as Tenant may
hold the Demised Premises or any part thereof, it will:

        a. Keep the Demised Premises and the improvements therein in such
           repair, order and condition as the same are in at the commencement
           of the term or may be put in during the continuation thereof.
           Reasonable use and damage by fire or other unavoidable casualty alone
           excepted;

        b. Not cause the Demised Premises to be overloaded, damaged or defaced,
           reasonable use and wear and damage by fire or other unavoidable
           casualty alone excepted; and

        c. Tenant is responsible for the repair and maintenance, including
           annual preventive maintenance, for the plumbing in the Demised
           Premises (i.e.:  kitchen sink).  Tenant is also responsible for
           the cost of any and all repairs necessitated from any malfunction
           and/or breakdown of the plumbing in the Demised Premises due to
           Tenant's negligence, which may cause damage to others.

        d. At the expiration of other termination of the Lease, yield up the
           Premises and all keys, locks, Landlord's fixtures connected
           therewith, and all erections and additions thereon made to or upon
           the Premises with the consent of Landlord, unless otherwise directed
           by Landlord, broom clean in good repair, order and condition in all
           respects, reasonable wear and use thereof and damage by fire or other
           unavoidable casualty alone excepted.  On or before the expiration
           of the Lease, Landlord and Tenant shall arrange a formal inspection
           of the Premises to insure that the Tenant's move from the Premises is
           in accordance with Landlord's requirements, and that the above
           conditions have been met and completed.

VIII. ACCESS

     Landlord shall have the right to enter into and upon the Demised Premises
or any part thereof, at all reasonable hours for the purposes of (a) examining
the same, (b) making such repairs or alterations therein as may be necessary,


                                       7
<PAGE>

(c) showing the Demised Premises to prospective purchasers, mortgagees and the
like; and (d) during the final six (6) months of the term or any extension
thereof, showing the Demised Premises to prospective tenants, provided that
reasonable efforts be made to avoid undue interference with the conduct of
Tenant's business.

     As appurtenant to the Demised Premises, Tenant shall have the right to use
all elevators, hallways, stairways and such other common areas as are necessary
for entrance to and exit from the Demised Premises and the Premise, together
with common driveways giving access to parking areas.

IX.  ASSIGNMENT, SUBLET AND CHANGE OF CONTROLLING INTEREST

     A. ASSIGNMENT. Tenant may assign the Demised Premises, in whole or in part,
only to any wholly-owned subsidiary, or to any corporation (a "parent
corporation") of which Tenant is a wholly-owned subsidiary, or to any
wholly-owned subsidiary of a parent corporation now or hereafter organized,
provided that (i) Tenant shall provide Landlord with prior written notice of
such assignment; (ii) Tenant shall remain liable hereunder; (iii) such assignee
shall be bound by the obligations of Tenant; and (iv) Tenant shall reimburse
Landlord promptly for any legal and other reasonable expenses incurred by
Landlord in connection with any such assignment under this Article. Other than
noted above, the Lease for the Demised Premises may not be assigned to any other
party.

     B. SUBLETTING: If, however, Tenant desires to sublet the whole or any part
of the Demised Premises to any other party, Tenant shall first: (a) pay
Landlord, in advance, a nonrefundable sublet fee in the amount of Seven Thousand
Five Hundred Dollars ($7,500.00) and (b) provide Landlord with written data
pertaining to the proposed subtenant, including but not limited to the name of
the proposed subtenant and its principle address and key officers, trustees or
other persons holding control; financial statements for the proposed subtenant;
a statement of the business activities of the proposed subtenant and its
proposed use of the Demised Premises; proposed floor plans for the Demised
Premises (if changes are requested); the proposed terms and form of the sublease
agreement; the number of persons who will occupy the Demised Premises pursuant
to the proposed sublease; and such other items as Landlord may reasonably
request. After receipt of the above information and nonrefundable processing
fee, Landlord shall have within five (5) business days the option of (i)
consenting to the proposed sublease in writing, (ii) rejecting such proposed
sublease and providing Tenant with reasonable grounds therefor, or (iii)
canceling this Lease in writing as it applies to the area proposed to be
subleased and relieving Tenant of any further liability hereunder as to such
area.

     Except for a written cancellation pursuant to item (iii) above, Tenant
shall in all events remain fully liable under this Lease. Any subtenants shall
also become directly liable to Landlord for all obligations of Tenant under this
Lease without relieving Tenant of any liability; provided, however, that
Landlord shall have the right to require that all payments made under this Lease
continue to be made by Tenant. In no event shall Tenant have any right to
assign, directly or indirectly, its rights or obligations under this lease
except as provided in Paragraph A (Assignment) above. Reasonable grounds for
Landlord's rejection of a proposed sublease include, without implied
limitations, the following: (a) the proposed subtenant's financial
responsibility does not meet the same criteria Landlord used to select tenants


                                       8
<PAGE>

for the Building, (b) the proposed subtenant's business is not suitable for the
Building considering the businesses of other tenants in the Building and the
Building's prestige or image, or (c) the proposed use is inconsistent with the
permitted uses described in Article III hereof. Consent to one sublease pursuant
to the terms hereof shall not waive the requirements of this provision with
respect to subsequent subleases, and all subsequent subleases shall be subject
to all terms and provisions contained herein.

     Notwithstanding anything to the contrary, Tenant will not have any rights
to sublease the office suite if there is less than one (1) year remaining on the
term of the Lease. Also, Tenant may not sublease to any tenant that is leasing
another office suite in an office building managed by Haynes Management Inc. and
any proposed subtenant must sublease the suite for the full remaining term of
the Lease. If Landlord consents to the proposed sublease in writing and if the
terms of the sublease are such that the subtenant is paying Tenant MORE RENT
than the rent detailed in Article II of the primary Lease between Landlord and
Tenant, then Tenant will be required to pay to Landlord as additional rent sixty
five percent (65%) of the difference between the rent the subtenant is paying to
Tenant and the rent that Tenant is obligated to pay to Landlord under the terms
of this Lease.

     C. CHANGE OF CONTROLLING INTEREST OR AUTHORIZED SIGNATORY

     If, during the term of this Lease, or any extension hereunder, there shall
be (i) transactions with an entity into or with which Tenant is merged or
consolidated, or to which all or substantially all of Tenant's assets are
transferred, or (ii) transactions with an entity where there is a transfer of a
controlling portion of or interest in the stock or other evidences of equity
interest of Tenant: then Tenant shall notify Landlord, in advance and in
writing, of such transactions and shall supply to Landlord information
(including, but not limited to, financial statements, names of principals,
ownership interests, nature of business, etc.) regarding such transactions. In
any such event, the successors to Tenant (hereinafter referred to as
"Successor") must have a net worth computed in accordance with generally
accepted accounting principles, consistently applied, at least equal to the
greater of (1) the net worth of Tenant immediately prior to such merger,
consolidation or transfer, or (2) the net worth of Tenant herein named on the
date of this Lease. Tenant must provide proof satisfactory to Landlord at least
ten (10) days prior to the effective date of any such transaction.

     Prior to Landlord's acceptance of the Successor, Landlord has the right to
require the Successor to provide Landlord with an instrument or financial
guarantee (such as a Letter of Credit) from a local financial institution, the
form and amount of which will be mutually agreed upon by Landlord and the
Successor, but in no event less than the greater of (1) the current security
provided by Tenant or (ii) an amount equal to six months rent, and the Successor
must agree directly with Landlord, by written instrument in form satisfactory to
Landlord in its reasonable discretion, to be bound by all the obligations of
Tenant hereunder, including without limitation, the covenant against further
assignment. Notwithstanding anything to the foregoing to the contrary, if the
equity interests in Tenant at any time are or become traded on a public stock
exchange, the transfer of equity interests in Tenant on a public stock exchange
shall not be deemed an assignment within the meaning of this Article and this
paragraph IX.C. will not apply to Tenant.

                                       9
<PAGE>

X.   SUBORDINATION TO MORTGAGES

     This Lease shall be subject and subordinate to the lien(s) of any current
mortgage or mortgages of record and to any ground leases of the Premises, as
well as any such mortgage or mortgages or ground leases which may hereafter be
recorded, against the real estate of which the Demised Premises are a part, and
the recording of any such mortgage or mortgages or ground leases shall be prior
in lien and interest to this Lease irrespective of the date of recording. Tenant
agrees to execute any instrument which Landlord or any mortgagee or ground
lessor may deem necessary to further effect the subordination of this Lease to
any such mortgage or mortgages or ground leases, provided, however, that this
subordination is subject to the condition that notwithstanding any default in
any such mortgage or ground lease or any foreclosure thereof or default or
termination thereunder, this Lease shall remain in full force and effect and
Tenant shall be permitted to remain in quiet and peaceful possession of the
Demised Premises throughout the term hereof and any extension, so long as Tenant
shall not be in default under this Lease.

     Tenant shall, within ten (10) business days after receipt of written
request therefor, execute and deliver to Landlord an Estoppel Certificate,
certifying as to (i) the accuracy of the Lease, (ii) the commencement and
termination dates of the Lease, (iii) the Lease being unmodified and in full
effect, or in full effect as modified, stating the date and nature of any
modification, (iv) whether Landlord is in default under the Lease or whether
Tenant has any claims, demands, offsets or other rights against Landlord and, if
so, specifying the default, claim, offset, demand or right, and (v) any other
reasonably ascertainable fact covered by the Lease. Such Estoppel Certificate
may be relied upon by Landlord and any third party with which Landlord is
dealing, and Tenant's failure to execute and deliver such Estoppel Certificate
shall be a default hereunder.

XI.  INSURANCE AGAINST FIRE AND OTHER PERILS

     Landlord shall keep the Building in which the Demised Premises are located
(including all improvements and alterations made thereto by Landlord or Tenant)
insured against damage or destruction by fire, and other perils commonly covered
under an extended coverage endorsement to the extent of the full insurable value
thereof, subject to customary deductibles. Landlord shall be responsible for
determining the amount of fire and extended coverage insurance to be maintained.
Such insurance shall be maintained for the protection of both Landlord and
Tenant and in case of loss or damage, the proceeds thereof shall be applied on
account of the obligation of Landlord to repair and/or rebuild the Premises to
the extent required under the provisions of Article XIV hereof. Landlord may
maintain such insurance under a blanket policy or policies.

     Tenant shall insure its furnishings, fixtures, equipment and partitions
against fire, vandalism and other perils with "all-risks" insurance in an amount
equal to 100% of the replacement cost thereof. Tenant shall provide Landlord
with a certificate evidencing such insurance and any renewals thereof.

XII. TENANT'S GENERAL LIABILITY INSURANCE

     Tenant shall, at all times, while it occupies the Demised Premises keep in
full force and effect, at its own cost, a policy or policies of general public
liability insurance, to include Bodily Injury and Property Damage, with respect


                                       10
<PAGE>

to the Demised Premises, written by a company or companies qualified to do
business in Massachusetts. The limits of liability shall not be less than
$1,000,000 PER OCCURRENCE/$2,000,000 IN THE AGGREGATE. The policy or policies
shall name Landlord and is property manager, Haynes Management Inc., as
additional insured and shall contain a clause that such insurance cannot be
canceled or changed without first giving Landlord thirty (30) days prior written
notice. In addition to the aforementioned general liability limits, tenant shall
keep in full force and effect, as its own cost, and Umbrella Policy in which the
limits of liability shall be not less than $1,000,000 PER OCCURRENCE/$1,000,000
IN THE AGGREGATE. Tenant shall furnish Landlord with certificates evidencing
such insurance and any renewals thereof.

XIII. INDEMNIFICATION

     Tenant shall save Landlord harmless and indemnified from all injury, death,
loss, claims or damage to any person or property while on the Premises (unless
caused by the gross negligence or willful misconduct of Landlord, his employees,
agents, licensees or contractors), and from and against all injury, death, loss,
claim or damage to any person or property wherever occurring occasions by any
act, neglect or default of Tenant. In case Landlord shall, without fault on its
part, be made a party to any litigation commenced by or against Tenant, then
Tenant shall protect and hold Landlord harmless and pay all costs, expenses and
reasonable attorney's fees and expenses that may be incurred or paid by Landlord
in enforcing the covenants and agreements in this Lease.

     Tenant agrees that Landlord shall not be responsible or liable for any loss
or damage to any personal property belonging to Tenant, its employees or
invitees, unless such loss or damage is caused through the gross negligence or
willful misconduct of Landlord, his employees, agents, licensees or contractors.

XIV. FIRE, CASUALTY OR TAKING

     If the Demised Premises or any part thereof are damaged or destroyed in
whole or in part by fire or other casualty, or demolished by the order or action
of any public authority, this Lease shall, except as otherwise provided herein,
remain in full force and effect and Landlord shall, to the extent of insurance
proceeds actually received by Landlord on account of such casualty, promptly and
with dispatch, repair and rebuild the Demised Premises so as to restore them to
their condition before such damage, destruction or demolition, provided that
Landlord shall not be responsible for delays in such reconstruction and
restoration for causes beyond Landlord's control. There shall be an abatement of
rent equally proportional to the loss of use of the Demised Premises because of
such damage, destruction or demolition, and such abatement shall commence as of
the time of the damage, destruction or demolition and continue until the
completion of the reconstruction and restoration.

     If the Building of which the Demised Premises are a part is destroyed or
damaged by fire or other casualty within the scope of Landlord's fire and
extended coverage insurance so that more than forty percent (40%) of the Demised
Premises are rendered untenantable, or if the Building is destroyed or damaged
from any other cause so that more than sixty percent (60%) of the Building are
rendered untenantable, either party may, at its own election, by written notice
to the other party, within sixty (60) days after such destruction terminate this
Lease.

                                       11
<PAGE>

     Notwithstanding the foregoing, Landlord shall have no obligation to restore
the Demised Premises following a casualty occurring in the last nine (9) months
of the term of this Lease, or to incur restoration costs in excess of the actual
amount of insurance proceeds made available to Landlord by its insurer and not
retained by a mortgagee or ground lessor of Landlord. In the event Landlord
reasonably determines that actual insurance proceeds will be insufficient to
cover the cost of restoration, Landlord shall have the option of (a) terminating
this Lease by thirty (30) days written notice to Tenant or (b) giving Tenant the
option of (i) paying for the uninsured portion of the restoration costs or (ii)
terminating this Lease by thirty (30) days written notice to Landlord.

     If the whole of the Demised Premises is taken by condemnation, then this
Lease shall terminate as of the date of such taking. If forty percent (40%) or
more of the Demised Premises is taken by condemnation, Tenant may terminate this
Lease by giving written notice to Landlord within thirty (30) days after receipt
of notice of such taking. If the Lease is terminated by reason of taking or
condemnation, the rent from the date of the taking shall totally abate; if the
Lease is not so terminated, the rent shall abate proportionately according to
the area of the floor space of the Demised Premises which is taken by
condemnation, from the time Tenant vacates the condemned area.

     Tenant assigns and grants to Landlord all right, title and interest,
present or prospective, in any award due or made because of a taking by
condemnation, except any award expressly designated for relocation of Tenant.

XV.  ALTERATIONS

     Tenant shall have the right, at its own expense, to decorate and redecorate
the Demised Premises and to make any nonstructural alterations and changes it
shall deem expedient to the better conduct of its business, provided that (a)
Tenant submits complete plans of such alterations and/or changes to Landlord for
approval, such approval not to be unreasonable withheld, (b) such alterations
and/or changes do not injure the structural safety of either the Demised
Premises, the Premises or the Building, and in no way diminish the value of
either, (c) such alterations and/or changes are to be completed by Landlord's
managing agent, Haynes Management Inc., in a first class workmanlike manner,
employing building standard materials of good quality and complying with all
property governmental requirements, (d) Tenant will save Landlord harmless from
all claims or liabilities because of damage or injury to any person or property
occasioned by or growing out of such change or alterations, and (e) Tenant will
preserve the Premises and the Building at all times free of liens for labor and
materials. At the termination of this Lease or any extension thereof, the
alterations shall remain as the property of Landlord unless Landlord expressly
requests Tenant to remove such alterations, in which case Tenant shall do so and
repair any damage caused by such removal.

XVI. DEFAULT

     If (a) Tenant shall neglect or fail to perform or observe any of the
covenants or conditions contained herein and on its part to be performed or
observed, and Tenant shall fail to cure said breach or default (i) within five
(5) days after written notice of said breach or default with respect to rent or
any other money payment or (ii) within twenty-five (25) days after written


                                       12
<PAGE>

notice of any other breach or default unless such breach or default is not of
the type which can be cured within twenty-five (25) days, in which case Tenant
shall commence to cure such breach or default within twenty-five (25) days and
shall pursue such cure to completion diligently, or (b) the estate hereby
created shall be taken on execution or by other process of law, or (c) any
assignment shall be made of Tenant's property for the benefit of creditors or
otherwise, or (d) a receiver shall be appointed for any part of Tenant's
property, or (e) any proceedings shall be commenced by or against Tenant under
any bankruptcy or insolvency law nor or hereafter enacted, then in any such
case, Landlord and/or the agents of the Landlord may immediately or at any time
thereafter and without further demand or notice (i) physically enter into and
upon the Demised Premises or any party thereof in the name of the whole and
repossess the same, or (ii) make an entry by written notice of same given to
Tenant at the address listed herein or such other address as Landlord has been
notified of, in writing, and Landlord may thereafter expel Tenant and those
claiming through or under it and remove its effects, forcibly, if necessary,
without being deemed guilty of any manner of trespass and without prejudice to
any remedies which might otherwise be used for arrearages of rent or antecedent
breaches of covenant, and upon either such form of entry the Lease shall
terminate. Tenant covenants that in case of any such termination it will
indemnify Landlord against all loss of rent and other payments, including
damages which Landlord may incur by reason of such termination (including any
reasonable attorney's fees incurred by Landlord in enforcing its rights against
Tenant, and pro-rata reimbursement for any brokerage fee paid in connection with
Tenant's aborted tenancy) during the remainder of the term and any extension
thereof, said payments to be made from time to time upon demand of Landlord.

     Notwithstanding anything in the foregoing to the contrary, if Tenant fails
to make timely payment of any rental or other monetary payment required herein
due on more than two occasions within any period of twelve consecutive months
after notice as aforesaid, Tenant shall be deemed to have defaulted and to have
forfeited any right to cure or remedy any subsequent default, and in such event
Landlord shall immediately obtain the rights set forth in the preceding
paragraph and shall not be required to furnish Tenant with any further notice
with respect to such subsequent default; or, if Landlord does not so elect and
Tenant has accumulated three months or more of rent in arrears, then Tenant
agrees to be liable for any and all costs incurred by Landlord, including
reasonable attorney's fees, in collecting same.

     Landlord shall have the right, but shall not be required, to pay such sums
or do any act which requires the expenditure of monies which may be necessary or
appropriate by reason of the failure or neglect of Tenant to perform any of the
provisions of this Lease, and in the event of the exercise of such right by
Landlord, Tenant agrees to pay to Landlord forthwith, upon demand, all such
sums, together with interest thereon at a rate equal to five percent (5%) over
the Prime Rate.

     Except as otherwise expressly provided for in this Lease, failure on the
part of the Landlord to complain of any action or nonaction on the part of
Tenant, no matter how long the same may continue, shall never be a waiver by
Landlord of any rights hereunder. Further, no waiver at any time of any of the
provisions hereof by Landlord shall be construed as a waiver of any of the other
provisions hereof, and a waiver at any time of any of the provisions hereof
shall not be construed as a waiver at any subsequent time of the same


                                       13
<PAGE>

provisions. The consent or approval of Landlord to or of any action requiring
such consent or approval shall not be construed to waive or render unnecessary
Landlord's consent or approval to or of any subsequent similar act by the other.

XVII. ARBITRATION

     The parties agree that any dispute which pertains to their respective
rights and duties under this Lease or with regard to what either of them is
obliged to do or not do with respect to the Demised Premises, Premises or the
Building itself, except for Landlord's entitlement to possession for non-payment
of rent, shall be submitted to arbitration in accordance with the Rules of the
American Arbitration Association, and any award or finding made shall be final
and binding upon them and judgment thereon may be entered in any court having
jurisdiction thereof.

XVIII. LANDLORD EQUITY INTEREST

     Tenant agrees that in connection with any and all claims arising out of
this Lease pertaining to the Premises, it shall have recourse only to Landlord's
interest in the Building and not the individual assets of Landlord.

XIX. NOTICES

     Notices required to be given hereunder shall be in writing and shall be
deemed to be duly given and effective as of the date of (i) when delivered
personally, (ii) 72 hours after mailed by registered or certified mail, return
receipt requested or (iii) the day after deposited with a recognized carrier who
provides overnight delivery service and evidence of delivery or refusal (such as
but not limited to FedEx, Purolator Courier, UPS, or U.S. Postal Service
Overnight Delivery), addressed to Landlord at 34 Washington Street, Suite DEC7,
Wellesley Hills, Massachusetts 02481-1909 and to Tenant at the Demised Premises,
or to such other addresses as either Landlord or Tenant may hereinafter furnish
to the other in writing. Notices required hereunder may be given to the
Landlord, his lawyer, or his managing agents.

XX.  ENTIRE AGREEMENT

     This Lease, the Exhibits attached hereto and made a party hereof, and the
Work Letter dated 5/20/02, constitute the entire agreement between Landlord and
Tenant and incorporates all of the covenants, agreements, conditions and
understanding concerning the Premises and Demised Premises to be performed by
Landlord or Tenant during the term hereunder. Further, this Lease supersedes and
renders void any promise, agreement or condition, whether expressed or implied
between the parties hereto, their representatives, assigns and legal
representatives. This agreement can only be amended in writing, and any such
amendment is effective only when fully executed by all parties.

XXI. BROKER

     Except for Haynes Management Inc., and CB-RICHARD ELLIS/WHITTIER PARTNERS,
INC., Landlord and Tenant represent and warrant to the other that it has not
directly or indirectly dealt with any Broker, with respect to the leasing of the
Building, or had its attention called to the Building by any broker. Landlord
shall be responsible for paying any brokerage commission due in connection with


                                       14
<PAGE>

this Lease, in accordance with Haynes Management's commission schedule and that
the commission will be calculated only on the original lease term and square
footage of this Lease. Landlord shall not be required to pay any commission on
options, renewals, extensions, expansions and additional charges. Each party
agrees to exonerate and save harmless and indemnify the other against any claims
for a commission by any other broker, person, or firm, with whom such party has
dealt in connection with the execution and delivery of this Lease.

XXII. APPLICABLE LAW

     This Lease shall be governed by and construed in accordance with applicable
laws of the Commonwealth of Massachusetts.

XXIII. SURRENDER OF PREMISES AND HOLDING OVER

     Tenant shall surrender possession of the Premises on the last day of the
term hereof and Tenant waives the right to any notice of termination or notice
to quit. Tenant covenants that upon the expiration or sooner termination of this
Lease, it shall, without notice, deliver up and surrender possession of the
Premises in the same condition in which the Tenant has agreed to keep the same
during the continuance of this Lease and in accordance with the terms hereof,
normal wear and tear excepted, first removing therefrom all goods and effects of
Tenant that are not attached to the Demised Premises.

     Upon the expiration of this Lease or if the Premises should be abandoned by
Tenant, or this Lease should terminate for any cause, and at the time of such
expiration, vacation, abandonment or termination, Tenant or Tenant's agents,
subtenants or any other person should leave any property of any kind, or
character, on or in the Premises, the fact of such leaving of property on or in
the Premises shall be conclusive evidence of intent by Tenant, and individuals
and entities deriving their rights through Tenant, to abandon such property so
left in or upon the Premises, and such leaving shall constitute abandonment of
the property. Landlord shall have the right and authority without notice to
Tenant or anyone else, to remove and destroy, or to sell or authorize disposal
of such property, or any part thereof without being in any way liable to Tenant
and the proceeds thereof shall belong to Landlord and as compensation for the
removal and disposition of such property. Tenant agrees to reimburse Landlord
for any expenses Landlord may incur in the removal or disposal of Tenant's
property, trash, or debris left in the Demised Premises after the expiration of
this Lease.

     If Tenant fails to surrender possession of the Premises upon the expiration
or sooner termination of this Lease, Tenant shall pay to Landlord, as rent for
any period after the expiration or sooner termination of this Lease an amount
equal to THREE (3) times the monthly rent required to be paid under this Lease
during the last year of term hereof. Acceptance by the Landlord of such payments
shall not constitute a consent to a holdover hereunder or result in a renewal or
extension of Tenant's rights of occupancy. Such payments shall be in addition to
and shall not affect or limit the Landlord's right of re-entry, Landlord's right
to collect such damages as may be available at law, or any other rights of the
Landlord under this Lease or as provided by law.

                                       15
<PAGE>

     AN IT IS MUTUALLY UNDERSTOOD AND AGREED that the covenants and agreements
contained in this Lease shall be binding upon the parties hereto and upon their
respective successors, assigns and legal representatives.

     IN WITNESS WHEREOF, the parties hereto have set their hands and seals to
this Lease this 21ST day of MAY, 2002.



LANDLORD:  HAYMAC LLC                     TENANT:  LINCOLN TECHNOLOGIES, INC.



By:                                        By:/s/ CHANNING RUSSELL
   -----------------------                    --------------------------
   Mary R. Butler, Manager                    Authorized Signatory



                                              CHANNING RUSSELL, PRESIDENT
                                              ---------------------------
                                              (Print Name and Title)



                                       16
<PAGE>
                                   EXHIBIT "A"



                           [Picture of floor diagram]




                                       17
<PAGE>
                                   EXHIBIT "B"

                          JANITORIAL INSTRUCTION SHEET

DAILY - CORE OF BUILDING

         GENERAL
         1.       Dust mop all floors and spot mop where necessary.
         2.       Empty waste receptables.
         3.       Clean and sanitize water coolers.
         4.       Clean glass on entrance doors to building.
         5.       Sweep/vacuum stairways.
         6.       Sweep (or mop) elevator floor
         7.       Vacuum all carpeting.
         8.       Vacuum entrance mats.

         RESTROOMS
         1.       Sweep and mop floors with disinfectant.
         2.       Clean and sanitize all fixtures.
         3.       Clean and polish mirrors.
         4.       Refill dispensers.
         5.       Empty waste receptacles.
         6.       Wipe down with disinfectant all toilet partitions.

         WEEKLY - CORE OF BUILDING

                  GENERAL
                  1.       Mop/vacuum stairways.
                  2.       Mop entrances.
                  3.       Mop elevator.

         DAILY - OFFICE AREAS

         1.       Empty waste receptacles. (normal office trash in waste
                  baskets only).

         TWICE WEEKLY - OFFICE AREAS

         1.       Dust all horizontal surfaces provided that they have no loose
                  papers on them.
         2.       Vacuum all carpeting.
         3.       Clean glass on entrance doors.
         4.       Wipe down all window sills.

         MONTHLY - CORE OF BUILDING
         1.       Wash and wax entrances - more frequently if needed.




<PAGE>

                                   EXHIBIT "C"

                              RULES AND REGULATIONS

1.   The entrance, lobbies, passages, corridors, elevators, and stairways shall
     not be encumbered or obstructed by Tenant, Tenant's agents, servants,
     employees, licensees or visitors or be used by them for any purpose other
     than for ingress and egress to and from the Premises. The moving in and out
     of all safes, freight, furniture, or bulky matter of any description must
     take place during the hours which Landlord may determine from time to time.
     Landlord reserves the right to inspect all freight and bulky matter to be
     brought into the building and to exclude from the building all freight and
     bulky matter which violate any of these Rules and Regulations or the lease
     of which these Rules and Regulations are a part.

2.   No curtains, blinds, shades, screens or any window treatments other than
     those furnished by Landlord shall be attached to, hung in, or used in
     connection with any window or door of the Demised Premises without the
     prior written consent of Landlord. Interior signs on doors shall be
     painted, or affixed for Tenant by Landlord or by sign painters first
     approved by Landlord, at the expense of Tenant, and shall be of a size,
     color and style acceptable to Landlord.

3.   Canvassing, soliciting and peddling in the Building are prohibited and
     Tenant shall cooperate to prevent same.

4.   Tenant shall comply with all security measures from time to time
     established by Landlord for the Building.

5.   There shall be no overnight parking in the parking areas designated for the
     Building for which the Demised Premises is a part.

6.   Upon the removal of any xerox or similar copy equipment from the Demised
     Premises, Tenant shall be responsible for removal of any stains on the
     carpet and/or walls within the Demised Premises caused by such copy
     equipment.

7.   Tenant shall not have the right to make any lock changes or to install any
     burglar alarm systems, within the Demised Premises without first obtaining
     consent from Landlord, such consent not to be unreasonably withheld, it
     being understood that any lock changes shall be keyed to Landlord's master
     system and the cost of any such lock change shall be borne by Tenant.

8.   Floor mats must be placed under all desk chairs with wheels or casters.

9.   Tenant agrees to promptly report to Landlord or Haynes Management Inc., any
     problems relating to Landlord performing its duties hereunder.

                                       19
<PAGE>

10.  Tenant shall submit to Landlord, plan(s) showing proposed location and
     method of installation of phone equipment, including, but not limited to,
     relay terminals, phone lines, and services panels, for Landlord approval.
     All phone jacks shall be installed within three (3") inches above floor.
     Tenant shall comply with Landlord's Building Work Condition Standards as
     they relate to contractors, vendors, movers, etc.

11   Tenant agrees that should the elevator be needed, at the expiration of the
     Lease term, or at any time during the term hereof, for the moving in or out
     of furniture, etc., that Tenant will notify Landlord and will only use the
     elevator during the hours of 9:30AM and 4:30PM, Monday through Friday,
     unless approved by Landlord in writing.

12.  Landlord reserves the right to assign parking stickers to tenants in the
     building in accordance to the parking ratio detailed in Article VI of the
     Lease and to enforce such parking allocations.

13.  While the building is not a designated non-smoking facility, it is agreed
     that there will be NO SMOKING in the lobbies, bathrooms, stairwells,
     Demised Premises and other common areas of the building, as well as a
     minimum of fifteen (15') feet from any and all exterior entrance doors of
     the Building.

14.  Tenant agrees not to allow or permit either by the Tenant or its agents,
     employees, licensees, invitees or visitors, a pet (domestic or otherwise)
     on the Premises or in the Demised Premises, the exception being a
     "seeing-eye" dog.



<PAGE>
                                 LEASE AMENDMENT

     WHEREAS, HAYMAC LLC ("Landlord") and LINCOLN TECHNOLOGIES, INC. ("Tenant")
are parties to a certain Lease Agreement dated May 21,2002, for approximately
3,340 rentable square feet on second floor, Suite 220, (said rentable square
footage includes Tenant's proportionate share of common area within the
building, which is 15%, rendering the suite approximately 2,839 usable square
feet) at 40 Washington Street, Wellesley Hills, Massachusetts 02481, the term of
which is scheduled to expire September 30, 2005, and

     WHEREAS, TENANT DESIRES to lease the adjacent office suite in the Building
identified as Suite 230 containing approximately 369 rentable square feet on the
second floor of the Building commencing January 1, 2004 and combine it with the
above noted suite, and

     WHEREAS, LANDLORD IS WILLING to accommodate Tenant in its desire and the
parties hereto agree to amend said Lease Agreement according to Page, Paragraph
or Article as follows, commencing January 1, 2004;

PAGE ONE PARAGRAPH THREE:  DELETED IN ITS ENTIRETY AND INSERT THE FOLLOWING:

     WHEREAS, Tenant, who is duly authorized to conduct business in the
Commonwealth of Massachusetts, desires to lease the portion of the Building,
identified generally as Suites 220 and 230 containing approximately 3,709
rentable square feet on second floor of the Building (said rentable square
footage includes Tenant's proportionate share of common area within the
building, which is 15%, rendering the suite approximately 3,153 usable square
feet) and outlined in red on the floor plan marked EXHIBIT "A" and attached
hereto and made a part hereof.

PAGE 1 ARTICLE II.  RENTAL:  DELETE IN ITS ENTIRETY AND INSERT THE FOLLOWING:

     Beginning on January 1, 2004, Tenant agrees to pay, without notice, offset,
demand or deduction, rent at the annual rate of Ninety Four Thousand
($94,040.00), payable in advance in equal monthly installments of Seven Thousand
Eight Hundred Thirty Six Dollars and Sixty Seven Cents ($7,836.67), on or before
the first day of each and every calendar month during the term hereof, at
Landlord's address 34 Washington Street, Suite DEC 7, Wellesley Hills, MA
02481-1909, or to such other place as Landlord may designate in writing.

     If Tenant fails to pay all or any part of the monthly rent provided for in
this Article II within seven (7) days of the date on which it is due, Tenant
shall also pay a late charge equal to four percent (4%) of the unpaid rent. In
any event, if, at the beginning of any month after such rent was due, all or any
part of the monthly rent is still unpaid, Tenant shall pay an additional late
charge equal to four percent (4%) of the unpaid rent.

     Notwithstanding anything to the contrary, the monthly rent is due and
payable in advance on or before the first day of each and every calendar month
during the term hereof and the above noted seven (7) day period before a late
charge is assessed is not intended to be a grace period. Landlord's acceptance
of a lesser sum than the Rent then due shall in no event be deemed to be other
than a partial installment of such rent due, and an endorsement or statement on
any check or any letter accompanying any check or payment as rent shall in no
event be deemed an accord and satisfaction, and Landlord may accept such check



<PAGE>

or payment without prejudice to Landlord's right to recover the balance of such
installment or pursue any other remedy in this Lease provided.

PAGE 4 ARTICLE V.A. & B. ESCALATIONS:  THE USABLE SQUARE FOOTAGE OF THE DEMISED
PREMISES SHOWN THEREIN IS AMENDED TO READ:

                                 (3,153 u.s.f.)

PAGE 13, ARTICLE XXV, CONDITION OF PREMISES:  DELETED IN ITS ENTIRETY AND INSERT
THE FOLLOWING:

     Tenant acknowledges that it has examined and inspected the Demised Premises
and is familiar with the physical condition thereof, Tenant further acknowledges
(i) that except as set forth in this Lease Landlord has not made and does not
hereby make any representations regarding the physical condition of the Demised
Premises and (ii) that except as otherwise set forth in this Lease there are no
warranties either expressed or implied, regarding the physical condition of the
Demised Premises. Any such warranties which may exist are hereby expressly
released and waived. Accordingly, Tenant hereby agrees to accept the Demised
Premises in their "as is" condition, except that Landlord will install a door to
Suite 230 at its expense as shown on the attached Exhibit "A".

     ALL OTHER TERMS AND CONDITIONS OF THE LEASE AGREEMENT SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.

     AND IT IS MUTUALLY UNDERSTOOD AND AGREED that the covenants and agreements
contained in this Lease Amendment shall be binding upon the parties hereto and
upon their respective successors, assigns and legal representatives.

     IN WITNESS WHEREOF, the parties hereto have set their hands and seals to
this Page 2 of the Lease Amendment this 14TH day of NOVEMBER, 2003.


LANDLORD:                                      TENANT:
HAYMACK LLC                                    LINCOLN TECHNOLOGIES, INC.



BY:/s/ MARY R. BUTLER                          BY: /s/ CHANNING RUSSELL
   -----------------------                         -------=[-------------------
   Mary R. Butler, Manager                         Channing Russell, President

                                       2
<PAGE>

                           [Picture of Floor Diagram]


<PAGE>

                             SECOND LEASE AMENDMENT

     WHEREAS, HAYMAC LLC ("Landlord") and LINCOLN TECHNOLOGIES, INC. ("Tenant")
are parties to a certain Lease Agreement dated May 21, 2002, which was amended
November 14, 2003, for office space identified as Suite 220 containing
approximately 3,709 rentable square feet on second floor (said rentable square
footage includes Tenant's proportionate share of common area within the
building, which is 15% rendering the suite approximately 3,153 usable square
feet) at 40 Washington Street, Wellesley Hills, Massachusetts 02481, the term of
which is scheduled to expire September 30, 2005, and

     WHEREAS, TENANT DESIRES to lease the adjacent office suite in the Building
identified generally as Suite 240 containing approximately 604 rentable square
feet and approximately 76 rentable square feet of the adjacent hallway, on the
second floor of the Building commencing February 1, 2005 and combine it with the
above noted suite, and extend said Lease Agreement for an additional Two (2)
Year, Four (4) Month period commencing February 1, 2005, and

     WHEREAS, LANDLORD IS WILLING to accommodate Tenant in its desire and the
parties hereto agree to amend said Lease Agreement according to Page, Paragraph
or Article as follows commencing February 1, 2005:

PAGE ONE PARAGRAPH THREE:  DELETED IN ITS ENTIRETY AND INSERT THE FOLLOWING:

     WHEREAS, Tenant, who is duly authorized to conduct business in the
Commonwealth of Massachusetts, desires to lease the portion of the Building,
identified generally as Suites 220 and 240, and a portion of the adjacent
hallway, containing approximately 4,389 rentable square feet on the second floor
of the Building (said rentable square footage includes Tenant's proportionate
share of common area within the building, which is 15%, rendering the suites
approximately 3,731 usable square feet) as outlined and limited in red on the
floor plan marked EXHIBIT "A", which is attached hereto and made a part hereof.

PAGE 1 ARTICLE I.  TERM:  DELETED IN ITS ENTIRETY AND INSERT THE FOLLOWING:

     This Lease shall be for a term of Three (3) years commencing on the 1st day
of February, 2005 and ending on the 31st day of January, 2008.

PAGE 1 ARTICLE II.  RENTAL:  DELETE IN ITS ENTIRETY AND INSERT THE FOLLOWING:

     Beginning on February 1, 2005, Tenant agrees to pay, without notice,
offset, demand or deduction, rent at the annual rate of One Hundred Eleven
Thousand Nine Hundred Thirty Dollars ($111,930.00), payable in advance in equal
monthly installments of Nine Thousand Three Hundred Twenty Seven Dollars and
Fifty Cents ($9,327.50), on or before the first day of each and every calendar
month during the term hereof, at Landlord's address as set forth above, or to
such other place as Landlord may designate in writing. If the term commences on
a day other than the first day of a calendar month or terminates on a day other
than the last day of the calendar month, the monthly rent plus escalation due
for that portion of the month shall be prorated based on the number of days in
such calendar month.


<PAGE>

     If Tenant fails to pay all or any part of the monthly rent and tenant
electricity charge provided for in this Article II within seven (7) days of the
date on which it is due, Tenant shall also pay a late charge equal to four
percent (4%) of the unpaid rent. In any event, if, at the beginning of any month
after such rent was due, all or any part of the monthly rent is still unpaid,
Tenant shall pay an additional late charge equal to four percent (4%) of the
unpaid rent.

     Notwithstanding anything to the contrary, the monthly rent is due and
payable in advance on or before the first day of each and every calendar month
during the term hereof and the above noted seven (7) day period before a late
charge is assessed is not intended to be a grace period. Landlord's acceptance
of a lesser sum than the Rent then due shall in no event be deemed to be other
than a partial installment of such rent due, and an endorsement or statement on
any check or any letter accompanying any check or payment as rent shall in no
event be deemed an accord and satisfaction, and Landlord may accept such check
or payment without prejudice to Landlord's right to recover the balance of such
installment or pursue any other remedy in this Lease or under law provided.

PART 4.  ARTICLE V.A. & B.  ESCALATIONS:  THE USABLE SQUARE FOOTAGE OF THE
DEMISED PREMISES SHOWN THEREIN IS AMENDED TO READ:

                                 (3,731 u.s.f.)

PART 13. ARTICLE XXV.  CONDITION OF PREMISES:  DELETED IN ITS ENTIRETY.

     ALL OTHER TERMS AND CONDITIONS OF THE LEASE AGREEMENT SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.

     AND IT IS MUTUALLY UNDERSTOOD AND AGREED that the covenants and agreements
contained in this Lease Agreement shall be binding upon the parties hereto and
upon their respective successors, assigns and legal representatives.

     IN WITNESS WHEREOF, the parties hereto have set their hands and seals to
this Page 1 of this Second Lease Agreement, this 29TH day of OCTOBER, 2004.


LANDLORD:                                      TENANT:
HAYMAC LLC                                     LINCOLN TECHNOLOGIES, INC.

BY:/S/ MARY R. BUTLER                          BY:/S/ CHANNING RUSSELL
   -----------------------                        ----------------------
   Mary R. Butler, Manager                        Authorized Signatory


                                                CHANNING H. RUSSELL, PRESIDENT
                                                ------------------------------
                                                (Print Name and Title)



<PAGE>
                           [Picture of Floor Diagram]


<PAGE>
                                    EXHIBIT B

                                LIST OF FURNITURE

                                 (see attached)


























                                      Ex. B


<PAGE>


                                    EXHIBIT B
                           TO SUBLEASE BETWEEN LINCOLN
                               TECHNOLOGIES, INC.
                            AND MACROCHEM CORPORATION



LINCOLN TECHNOLOGIES
FURNITURE LISTING

SUITES 220, 230, 240
40 WASHINGTON STREET
WELLESLEY, MA  02481



ITEM                                                       QUANTITY

Desks/worktables                                              15
Task/guest chairs                                             30
File Cabinets (various sizes)                                  6
Rack in server room                                            1
Full reception area workstation                                1
Conference rooms tables                                        2
Conference room chairs                                        12
Commuter workstations                                          3
Workstation chairs                                             3
Kitchen appliances
Refrigerator                                                   1
Microwave                                                      1


</TEXT>
</DOCUMENT>
