VIKING SYSTEMS INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10-1_20904.txt
<TEXT>
Exhibit 10.1
Viking Systems, Inc.
Form 8-K
File No. 000-49636

                                    L E A S E

     THIS  INSTRUMENT  IS A LEASE,  dated as of September  23, 2004 in which the
Landlord and the Tenant are the parties  hereinafter named, and which relates to
space in the building (the "Building") known as 134 Flanders Lane,  Westborough,
Massachusetts.  The parties to this  instrument  hereby agree with each other as
follows:

                                    ARTICLE I

                             BASIC LEASE PROVISIONS

1.1  INTRODUCTION.  The following terms and provisions set forth basic data and,
where appropriate, constitute definitions of the terms hereinafter listed:

1.2  BASIC DATA.

     Landlord:                     Robert  F.   Tambone  as  Trustee  of  MAT
                                   Realty  Trust u/d/t dated June 4, 1986 and
                                   recorded   with   the   Worcester   County
                                   Registry of Deeds

     Landlord's Original Address:  c/o Atlantic Tambone
                                   6 Kimball Lane, Suite 300
                                   Lynnfield, MA   01940

     Tenant:                       Viking Systems, Inc.


     Tenant's Original Address:    134 Flanders Road
                                   Westborough, MA

     Guarantor:                    NA

     Basic Rent:  For the first,  second and third year of the Term,  the sum of
One-Hundred Sixty Thousand Three Hundred Eighty ($160,380.00)  Dollars per annum
or $9.00 per square foot of Premises  Rentable Area; as the same may be adjusted
and/or abated  pursuant to Section 12.1. If the Term of this Lease  includes any
partial calendar month after the  Commencement  Date and before the beginning of
Lease Year 1, Basic Rent shall be payable during such partial  calendar month at
the rate applicable during Lease Year 1.

     Monthly Rent Payment: For Lease Year 1, 2 and 3, $13,365.00 per month



<PAGE>

     Premises Rentable Area: Approximately 17,850 square feet located on the 1st
floor of the Building.

     Permitted  Uses:  General office,  exclusive  however of an office use that
would  cause  or  result  in the  Premises  being  deemed  "a  place  of  public
accommodation"  as defined in the Americans  with  Disabilities  Act of 1990, as
amended (the "Disabilities Act").

     Tenant's  Proportionate  Share:  31.3%,  as computed in accordance with the
Percentage Share Computation.

     Initial  Term:  Three (3) years  commencing  on the  Commencement  Date and
expiring at the close of the day  immediately  preceding the  anniversary of the
Commencement  Date, except that if the Commencement Date shall be other than the
first day of a calendar  month,  the  expiration of the Initial Term shall be at
the  close  of the day on the  last day of the  calendar  month  on  which  such
anniversary date shall fall.

     Security Deposit: $26,730.00 - Two Months Rent

     Parking:  Non-exclusive use of 60 spaces in the Building parking lot, to be
used in common  with  other  tenants,  guests,  employees,  invitees  and others
entitled to the use thereof.

1.3  ADDITIONAL DEFINITIONS.

     Broker: Spaulding & Slye Colliers

     Building Rentable Area: 57,000 rentable square feet.

     Building:  The  principal  building on the Land,  containing  the  Building
Rentable Area, commonly known as 134 Flanders Lane, Westborough, Massachusetts.

     Business Days: All days except  Saturday,  Sunday,  New Year's Day,  Martin
Luther  King  Day,   Washington's   Birthday,   Patriot's  Day,   Memorial  Day,
Independence  Day, Labor Day,  Columbus Day,  Veterans' Day,  Thanksgiving  Day,
Christmas Day (and the following day when any such day occurs on Sunday).

     Commencement Date: October 15, 2004

     Default of Tenant: As defined in Section 13.1.

     Escalation Charges: The Tenant's  Proportionate Share of Expenses and Taxes
payable under Sections 8.1 and 9.2 of this Lease.

                                       2

<PAGE>

     Percentage Share  Computation:  Premises  Rentable Area divided by Building
Rentable Area.

     Exterior Common  Facilities:  (1) All landscaping,  parking areas,  loading
docks, loading areas and other buildings and improvements on the Land other than
the Building,  and (2) whether located on the Land or on other land or property,
all driveways and walkways  necessary for access to the Premises,  all retention
ponds and other  improvements and facilities  providing drainage for the benefit
of the Land and the Building,  and all wires,  cables,  poles, mains,  conduits,
trenches,  manholes and other  fixtures,  facilities and equipment  necessary or
convenient to provide electricity, telephone, cable, gas, water, sewer and other
utility and telecommunications services to the Building.

     Force  Majeure:  Collectively  and  individually,  strike  or  other  labor
trouble, fire or other casualty,  governmental preemption of priorities or other
controls in  connection  with a national or other public  emergency or shortages
of, or inability to obtain, fuel, supplies or labor resulting therefrom,  or any
other  cause,  whether  similar  or  dissimilar,  beyond  Landlord's  reasonable
control.

     Initial Public Liability Insurance:  $1,000,000 per person;  $3,000,000 per
occurrence (combined single limit) for property damage, bodily injury or death.

     Land:  The parcel or parcels of land  described  on Exhibit A-1 attached to
this Lease.

     Lease Year: Lease Year 1 shall be the period of twelve full calendar months
commencing  on the  Commencement  Date or, if the  Commencement  Date is not the
first day of a calendar month, on the first day of the first full calendar month
occurring  after the  Commencement  Date.  Lease  Years 2 through 3 shall be two
consecutive periods of twelve full calendar months occurring after Lease Year 1.

     Manager: Atlantic Tambone

     Operating Expenses: As set forth in Section 9. 1.

     Operating Year: As defined in Section 9.1.

     Premises: A portion of the Building as shown on Exhibit A annexed hereto.

     Property:  The Land,  the  Building  and the  Exterior  Common  Facilities,
together with any easements,  reservations  and other recorded right relating to
the installation, construction, inspection, repair, replacement, maintenance and
operation of the Exterior Common Facilities.

                                       3

<PAGE>


     Rent Commencement Date:  The Lease Commencement Date

     Tax Year: As defined in Section 8.1.

     Taxes: As determined in accordance with Section 8.1.

     Tenant's Removable Property: As defined in Section 5.2.

     Term  of  this  Lease:  The  Initial  Term  and any  extension  thereof  in
accordance with the provisions hereof.

     Utility Expenses: As defined in Section 9.1.

     Exhibits: The following Exhibits are annexed to this Lease and incorporated
herein by this reference:

     Exhibit A - Plan showing Premises
     Exhibit B - Janitorial Services
     Exhibit C - Operating Expenses
     Exhibit D - Rules and Regulations


                                   ARTICLE II

                         PREMISES AND APPURTENANT RIGHTS

2.1 LEASE OF PREMISES. Landlord hereby demises and leases to Tenant for the Term
of this  Lease and upon the terms and  conditions  hereinafter  set  forth,  and
Tenant hereby accepts from Landlord, the Premises.

2.2 APPURTENANT  RIGHTS AND RESERVATIONS.  (a) Tenant shall have, as appurtenant
to the Premises,  the non-exclusive right to use, and permit its invitees to use
in common with  others,  public or common (1) the lobbies,  hallways,  stairways
and,  elevators and other common areas necessary for access to the Premises (the
"Interior Common Areas"), (2) if the portion of the Premises on any floor of the
Building  includes  less than the  entire  floor,  lavatories  for common use by
tenants on such floor,  (3) the loading dock in the tenant's  premises,  (4) the
pipes,  wires,  cables,  conduits,  ducts and  other  fixtures,  facilities  and
equipment necessary or convenient to provide electricity, telephone, cable, gas,
water, sewer and other utility and telecommunications  services to the Premises,
and (5) the Exterior Common Areas (including the right to the Parking),  but all
such rights shall always be subject to  reasonable  rules and  regulations  from
time to time  established by Landlord  pursuant to Section 14.7 and to the right
of Landlord,  at no expense to Tenant, to designate and change from time to time
areas and facilities so to be used.

                                       4

<PAGE>

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

                                   ARTICLE III

                                   BASIC RENT

3.1 PAYMENT.  (a) Tenant agrees to pay to Landlord,  or as directed by Landlord,
commencing  on the  Commencement  Date  without  offset,  abatement  (except  as
provided in Article 12.1),  deduction or demand, the Basic Rent. Such Basic Rent
shall be payable in equal monthly installments,  in advance, on the first day of
each and every  calendar  month  during the Term of this  Lease,  at  Landlord's
Original  Address,  or at such other place as  Landlord  shall from time to time
designate  by notice to  Tenant,  in lawful  money of the United  States.  Until
notice of some other designation is given,  Basic Rent and all other charges for
which  provision  is herein  made  shall be paid by  remittance  payable  to the
Landlord  and  addressed  c/o  Atlantic  Tambone at 6 Kimball  Lane,  Suite 300,
Lynnfield,  MA 01940,  and all  remittances so received as aforesaid,  or by any
subsequently designated recipient, shall be treated as a payment to Landlord. In
the event that any  installment of Basic Rent is not paid when due, Tenant shall
pay, in addition to any Escalation Charges or other additional charges due under
this  Lease,  at  Landlord's  request an  administrative  fee equal to 5% of the
overdue payment.

     (b) The monthly  installment of Basic Rent and any  Escalation  Charges for
any partial  calendar  month with the Term of this Lease shall be pro-rated at a
rate of 1/30 of such  installment for each day of such calendar month within the
Term of this  Lease,  and if the first day on which  Tenant  must pay Basic Rent
shall be other than the first day of a calendar  month,  the first payment which
Tenant  shall  make to  Landlord  shall be equal  to such  prorated  part of the
monthly  installment  of Basic Rent for the partial  month from the first day on
which  Tenant must pay Basic Rent to the last day of the month in which such day
occurs, plus the installment of Basic Rent for the succeeding calendar month.

     (c) Landlord acknowledges receipt from Tenant of the Security Deposit to be
held as security to be forfeited,  without limitation of other remedies, for any
default  or  Event  of  Default  hereunder  by  Tenant  occurring  prior  to the
commencement of the term hereof.  If no such default  occurs,  then such payment
shall be held by Landlord in  accordance  with the  provisions  of Section 14.17
hereof.

                                       5

<PAGE>

                                   ARTICLE IV

                           COMMENCEMENT AND CONDITION

4.1  COMMENCEMENT DATE.  The Commencement Date shall be October 15, 2004.

4.2  PREPARATION  OF THE PREMISES.  Landlord  shall  deliver,  and Tenant hereby
accepts,  delivery of the Premises in its AS IS condition. It is understood that
Tenant may seek to make  alterations of the Premises at some later date in which
event  Landlord's  approval shall be obtained in the manner  provided in Section
5.2 hereof.

4.3 CONCLUSIVENESS OF LANDLORD'S  PERFORMANCE.  The Premises are being leased in
their condition, "as is" without warranty or representation by Landlord.  Tenant
acknowledges that it has inspected the Premises and common areas of the Building
and, except for Landlord's Work, has found the same to be satisfactory.


                                    ARTICLE V

                                 USE OF PREMISES

5.1  PERMITTED  USE.  (a)  Tenant  agrees  that the  Premises  shall be used and
occupied by Tenant only for Permitted Uses as set forth in Article 1.2.

     (b) Tenant agrees to conform to the following provisions during the Term of
this Lease:

          (i) Tenant  shall cause all freight to be delivered to or removed from
     the Building  and the  Premises in  accordance  with  reasonable  rules and
     regulations established by Landlord under Section 14.7 of this Lease.

          (ii) Tenant will not place on the exterior of the Premises  (including
     both  interior  and  exterior  surfaces of doors and  interior  surfaces of
     windows) or on any part of the Building  outside the  Premises,  any signs,
     symbol,  advertisements  or the like  visible to public view outside of the
     Premises.  Landlord  will not  unreasonably  withhold  consent for signs or
     lettering on the entry doors to the  Premises,  provided such signs conform
     to building  standards  adopted by Landlord and Tenant has  submitted,  and
     Landlord  has  approved,  a sketch of the sign to be  placed on such  entry
     doors.

          (iii) Tenant shall not perform any act or carry on any practice  which
     may  injure  the  Premises,  or any other  part of the  Building,  or cause
     offensive  odors or loud noise or  constitute  a nuisance  or menace to any
     other tenant or tenants or other persons in the Building.

                                       6

<PAGE>

          (iv)  Tenant  shall,  in its  use of the  Premises,  comply  with  the
     requirements of all applicable governmental laws, rules and regulations.

          (v) Tenant shall continuously throughout the Term of this Lease occupy
     the Premises for the Permitted Uses and for no other purposes.

          (vi)  Tenant  shall not  permit  smoking in the  Building  at any time
     during the Term.

5.2  INSTALLATION   AND  ALTERATIONS  BY  TENANT.   (a)  Tenant  shall  make  no
alterations,   additions  (including,  for  the  purposes  hereof,  wall-to-wall
carpeting),  or  improvements  in or to the Premises  without  Landlord's  prior
written consent. Any such alterations, additions or improvements shall (i) be in
accordance  with  complete  plans and  specifications  prepared  by  Tenant  and
approved in advance by Landlord;  (ii) be  performed  in a good and  workmanlike
manner and in  compliance  with all  applicable  laws;  (iii) be  performed  and
completed  in the manner  required  in Section  5.2(d)  hereof;  (iv) be made at
Tenant's  sole  expense  and at such  times as  Landlord  may from  time to time
designate; and (v) become a part of the Premises and the property of Landlord.

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

     (c) Notice is hereby given that Landlord  shall not be liable for any labor
or materials  furnished  or to be  furnished to Tenant upon credit,  and that no
mechanic's  or other lien for any such  labor or  materials  shall  attach to or
affect the  reversion  or other  estate or  interest  of  Landlord in and to the
Premises.  Whenever  and as often as any  mechanic's  lien shall have been filed
against  the  Premises  based  upon any act or  interest  of Tenant or of anyone
claiming  through  Tenant,  Tenant shall forthwith take such actions by bonding,
deposit or payment as will remove or satisfy the lien.

     (d)  Landlord and Tenant  shall  cooperate  reasonably  to  coordinate  any
alterations,  additions,  improvements,  maintenance,  repairs, replacements and
other work being  performed  by Landlord or Tenant in the  Building  and in such
manner as to maintain  harmonious labor  relations.  Tenant shall not damage the
Property or interfere with Building's  construction or operation and, except for
installation of furnishings, shall be performed by Landlord's general contractor
or, at Tenant's election,  by contractors or workmen first approved by Landlord,
which  approval  shall not be  unreasonably  withheld,  delayed or  conditioned.
Installation  and  moving  of  furnishings,  equipment  and the  like  shall  be
performed  only with labor  compatible  with that being employed by Landlord for
work in or to the  Building  and not to employ or permit the use of any labor or
otherwise  take any  action  which  might  result in a labor  dispute  involving
personnel  providing  services in the  Building.  Except for work by  Landlord's
general contractor, Tenant before its work is started shall: secure all licenses
and permits necessary therefor;  deliver to Landlord a statement of the names of
all its contractors and  subcontractors  and the estimated cost of all labor and
material to be furnished by them; and cause each  contractor to carry  workmen's

                                       7

<PAGE>

compensation  insurance in statutory  amounts  covering all the contractor's and
subcontractor's  employees  and  comprehensive  public  liability  insurance and
property  damage  insurance with such limits as Landlord may reasonably  require
but in no event less than a combined single limit of Three Million and No/100ths
($3,000,000.00)  Dollars (all such insurance to be written in companies approved
by Landlord and naming  Landlord,  Landlord's  Manager and Tenant as  additional
insureds), and to deliver to Landlord certificates of all such insurance. Tenant
agrees to pay promptly when due the entire cost of any work done on the Premises
by Tenant, its agents,  employees, or independent contractors,  and not to cause
or permit any liens for labor or materials  performed or furnished in connection
therewith to attach to the Premises or the Property and immediately to discharge
any such liens which may so attach and, at the request of Landlord to deliver to
Landlord  security  satisfactory  to Landlord  against  liens arising out of the
furnishing of such labor and material.  Upon  completion of any work done on the
Premises by Tenant, its agents,  employees, or independent  contractors,  Tenant
shall promptly  deliver to Landlord  original lien releases and waivers executed
by each contractor, subcontractor, supplier, materialmen, architect, engineer or
other party which  furnished  labor,  materials or other  services in connection
with such work and pursuant to which all liens,  claims and other rights of such
party with respect to labor,  material or services  furnished in connection with
such work are  unconditionally  released  and  waived.  Tenant  shall pay within
fourteen  (14) days after being billed  therefor by Landlord,  as an  additional
charge  hereunder,  one hundred  percent  (100%) of any  increase in real estate
taxes on the Property not  otherwise  billed to Tenant which shall,  at any time
after  commencement  of the  Term,  result  from  any  alteration,  addition  or
improvement to the Premises made by or on behalf of Tenant  (including  Tenant's
original   installation   and  Tenant's   subsequent   alterations,   additions,
substitutions and  improvements)  which are done in excess of the allowances set
forth in Exhibit C, whether done prior to or after the  commencement of the Term
of this Lease.

                                   ARTICLE VI

                            ASSIGNMENT AND SUBLETTING

6.1  PROHIBITION.  (a) Tenant  covenants  and agrees that  whether  voluntarily,
involuntarily, by operation of law or otherwise, neither this Lease nor the term
and estate hereby granted, nor any interest herein or therein, will be assigned,
mortgaged,  pledged,  encumbered or otherwise  transferred  and that neither the
Premises nor any part thereof will be  encumbered in any manner by reason of any
act or omission on the part of Tenant, or used or occupied, by anyone other than
Tenant,  or for any use or purpose  other  than a  Permitted  Use,  or be sublet
(which term, without limitation, shall include granting of concessions, licenses
and the like) in whole or in part, or be offered or advertised for assignment or
subletting.

     (b) The  provisions  of  paragraph  (a) of this  Section  shall  apply to a
transfer  (by one or more  transfers)  of all or  substantially  all of Tenant's
assets or a majority of the stock or partnership  interests,  or other evidences
of ownership of Tenant,  as if such  transfer  were an assignment of this Lease;
but such provisions shall not apply to transactions  with an entity into or with

                                       8

<PAGE>

which Tenant is merged or consolidated or to which substantially all of Tenant's
assets are  transferred  or to any entity  which  controls or is  controlled  by
Tenant or is under common control with Tenant or to issuance, whether by private
offering or by initial  public  offering of Tenant's  stock to any party (any of
the above,  an  "Affiliate  Transfer"),  provided  that,  with respect to such a
merger or consolidation  (i) the successor to Tenant has a net worth computed in
accordance with generally accepted accounting principles ("GAAP") at least equal
to the net worth of Tenant as of the date of this Lease and immediately prior to
such merger,  consolidation or transfer,  (ii) proof satisfactory to Landlord of
such net worth shall have been  delivered  to Landlord at least 10 days prior to
the  effective  date of any such  transaction,  and  (iii) the  assignee  agrees
directly with Landlord,  by written instrument in form satisfactory to Landlord,
to be  bound by all the  obligations  of  Tenant  hereunder  including,  without
limitation,  the covenant against further assignment or subletting.  "Net Worth"
means the excess of total  assets over total  liabilities,  excluding,  however,
from the  determination  of total assets all assets which would be classified as
intangible assets under GAAP including, without limitation,  goodwill, licenses,
patents, trademarks, trade names, copyrights, and franchises.

     (c) If this Lease be  assigned,  or if the  Premises or any part thereof be
sublet or occupied by anyone  other than Tenant,  Landlord  may, at any time and
from time to time,  collect rent and other charges from the assignee,  subtenant
or occupant,  and apply the net amount  collected to the rent and other  charges
herein reserved, but no such assignment,  subletting,  occupancy,  collection or
modification  of any  provisions  of this Lease shall be deemed a waiver of this
covenant,  or the acceptance of the assignee,  subtenant or occupant as a tenant
or a release of the original  named Tenant from the further  performance  by the
original named Tenant  hereunder.  No assignment or subletting  hereunder  shall
relieve Tenant from its obligations  hereunder and Tenant shall remain fully and
primarily  liable  therefor.  No assignment or  subletting,  or occupancy  shall
affect Permitted Uses.

6.2 SUBLEASE AND ASSIGNMENT RIGHTS. Notwithstanding the prohibition set forth in
Section  6.1,  Landlord  shall  not  unreasonably  withhold  its  consent  to  a
subletting or assignment  requested by Tenant,  provided that: (i) in Landlord's
reasonable  judgment,  the business of the proposed subtenant or assignee or the
proposed use of the Premises will not adversely  affect the  reputation or image
of the Building  (subleases or assignments for governmental uses, for medical or
dental offices or for health or fitness  facilities being examples of businesses
or uses which may adversely affect the Building's reputation or image as a first
class  office  building);  (ii) the total number of tenants  (including  Tenant)
occupying  any floor  within the  Premises at any one time shall not exceed four
(4), which number shall be prorated for partial floors;  (iii) such  sublease(s)
shall not, in the  aggregate,  cover more than 50% of the  Rentable  Area of the
Premises;  (iv) the rent to be derived by such sublease or assignment is payable
monthly at a fixed rate or at a rate which is determinable from the terms of the
sublease  or  assignment  and not based on the net or gross  income  or  profits
derived by such subtenant assignee from the Premises;  (v) Tenant is not then in
default of its obligations  under the Lease and (vi) Landlord has been furnished
with information  sufficient to make a determination as to each of the foregoing
requirements.  If Landlord  shall  withhold such consent,  it shall set forth in
writing the reasons therefor.

                                       9

<PAGE>

6.3  RECAPTURE  RIGHT.  In the event that Tenant  shall  desire to enter into an
assignment or sublease to any party other than an  Affiliate,  then Tenant shall
give Landlord notice thereof and Landlord may elect to recapture such space from
Tenant by giving  notice to Tenant of such election not later than five (5) days
after receiving notice of such sublease or assignment from Tenant.  In the event
that Landlord  shall not elect so to recapture  such space for any reason,  then
Tenant may enter into such  assignment  or sublease  within one  hundred  eighty
(180) days after  Landlord has elected not to recapture  such space on terms and
conditions not materially more favorable to the assignee or subtenant than those
set forth in the  notice to  Landlord.  If Tenant  shall not so enter  into such
assignment or sublease,  or if, after Landlord has elected not to recapture such
space,  Tenant  shall  alter  the  terms  and  conditions  thereof  to make them
materially  more favorable as aforesaid,  Tenant shall again notify Landlord and
Landlord  shall have an  additional  fifteen  (15) days within which to elect to
recapture  such space.  In the event that  Landlord  recaptures  such space from
Tenant, Landlord and Tenant shall execute an amendment terminating this Lease as
to that  portion of the  Premises  which is  recaptured  by  Landlord,  and such
termination  shall be effective  upon the  execution of such  amendment  and the
vacating  of such space in the  condition  required by Section  14.18  hereof by
Tenant.

6.4  SUBLEASE  OR  ASSIGNMENT  PROFITS.  If the rent and other sums  received by
Tenant on account of a permitted  sublease or  assignment  exceed the sum of (i)
the Base Rent and Escalation  Charges  allocable to the Premises  subject to the
sublease or assignment  (in the proportion of the rentable area of such space to
the entire Premises Rentable Area),  (ii) an amortization  factor for reasonable
legal fees and brokerage  commissions incurred by Tenant in connection with such
subleasing  or  assignment,   (computed  consistently  with  generally  accepted
accounting  principles  and  amortized in equal  monthly  payments over the then
remainder of the term of the sublease or assignment)  and (iii) an  amortization
factor  for  the  undepreciated  value  (computed  consistently  with  generally
accepted accounting principles, and amortized in equal monthly payments over the
then remainder of the Term of this Lease) of any  improvements  installed in the
portion of the Premises  affected by such  sublease at the sole cost and expense
of Tenant, Tenant shall pay to Landlord,  as additional rent, 75% Landlord,  25%
Tenant of such excess, as received by Tenant.

                                   ARTICLE VII

            RESPONSIBILITY FOR REPAIRS AND CONDITIONS OF PREMISES;
                      SERVICES TO BE FURNISHED BY LANDLORD

7.1 LANDLORD REPAIRS..  (a) Landlord agrees to keep in good order, condition and
repair: (i) the roof,  columns  foundation,  exterior walls (including  exterior
glass) and other structural components of the Building; (ii) the Interior Common
Areas; (iii) the heating, ventilation,  air-conditioning,  plumbing, electrical,
mechanical and other systems and equipment  serving the Premises or the Interior
Common  Areas  exclusively  or in  common  with  other  areas  of the  Building,
excluding  any  systems  installed  specifically  for use in  Tenant's  business
operations (the "Building's  Systems");  and (iv) the Exterior Common Areas; but
Landlord  shall in no event be  responsible to Tenant for the condition of glass
in the Premises or for the doors (or related glass and finish work) at the entry
to the Premises.  Landlord  shall not be  responsible to make any repairs to the

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Building other than as expressly in this section 7.1 provided,  unless expressly
provided otherwise in this Lease.

     (b) Landlord  shall never be liable for any failure to make  repairs  which
Landlord  has  undertaken  to make under the  provisions  of this section 7.1 or
elsewhere in this Lease,  unless Tenant has given notice to Landlord of the need
to make such  repairs,  and Landlord has failed to commence to make such repairs
within a reasonable time after receipt of such notice,  or fails to proceed with
reasonable diligence to complete such repairs.

     (c) Any  services  which  Landlord is  required to furnish  pursuant to the
provisions  of this Lease may, at  Landlord's  option be furnished  from time to
time,  in whole or in part,  by  employees  of Landlord or by the Manager of the
Property or by one or more third persons and Landlord further reserves the right
to require Tenant to enter into agreements with such persons in form and content
approved by Landlord for the furnishing of such services.

7.2 TENANT' S  AGREEMENT.  (a) Tenant  will keep neat and clean and  maintain in
good order, condition and repair the Premises and every part thereof,  excepting
only those  repairs for which  Landlord is  responsible  under the terms of this
Lease,  reasonable  wear and tear of the  Premises,  and damage by fire or other
casualty and as a  consequence  of the exercise of the power of eminent  domain;
and shall  surrender  the Premises,  at the end of the Term, in such  condition.
Without  limitation,  Tenant  shall  continually  during  the Term of this Lease
maintain the Premises in accordance  with all laws,  codes and  ordinances  from
time to time in effect and all  directions,  rules and regulations of the proper
officers of governmental  agencies having  jurisdiction,  and shall, at Tenant's
own expense,  obtain all permits,  licenses and the like  required by applicable
law.  Notwithstanding  the foregoing or the  provisions  of Article XII,  Tenant
shall be responsible for the cost of repairs which may be necessary by reason of
damage to the  Building  caused by any act or neglect  of Tenant or its  agents,
employees,  contractors  or invitees  (including any damage by fire or any other
casualty arising therefrom).  Without limitation of the foregoing,  Tenant shall
not do or  perform,  and shall  not  permit  its  agents,  servants,  employees,
contractors  or  invitees  to do or  perform  any act or  thing  in or upon  the
Property  which  will  invalidate  or be in  conflict  with the  certificate  of
occupancy  for the Premises or the Building or violate any statute,  law,  rule,
bylaw or ordinance  of any  governmental  entity  having  jurisdiction  over the
Property (the "Requirements") including,  without limitation, the Americans with
Disabilities Act of 1990, as amended (the "Disabilities  Act"). Tenant shall, at
Tenant's  sole cost and expenses,  take all action,  including the making of any
improvements  or  alterations  necessary  to  comply  with all  Requirements  as
modified and  supplemented  from time to time which  shall,  with respect to the
Premises or with respect to any  abatement of  nuisance,  impose any  violation,
order or duty upon Landlord or Tenant  arising  from, or in connection  with the
Premises,  Tenant's occupancy,  use or manner of use of the Premises (including,
without  limitation,  any  occupancy,  use or manner of use that  constitutes  a
"place  of  public   accommodation"   under  the   Disabilities   Act),  or  any
installations  in the  Premises,  or  required  by  reason of a breach of any of
Tenant's  covenants  or  agreements  under  this  Lease,  whether  or  not  such
Requirements  shall now be in effect or hereafter enacted or issued, and whether
or not any work  required  shall be  ordinary  or  extraordinary  or foreseen or
unforeseen at the date hereof.

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<PAGE>

     (b) If repairs  are  required  to be made by Tenant  pursuant  to the terms
hereof,  Landlord may demand that Tenant make the same forthwith,  and if Tenant
refuses  or  neglects  to  commence  such  repairs  and  complete  the same with
reasonable  dispatch after such demand,  Landlord may (but shall not be required
to do so) make or cause such repairs to be made (the provisions of Section 14.18
being  applicable to the costs  thereof) and shall not be  responsible to Tenant
for any loss or damage that may accrue to  Tenant's  stock or business by reason
thereof.  Notwithstanding  the  foregoing,  Landlord  may  elect to take  action
hereunder  immediately  and  without  notice to Tenant  if  Landlord  reasonably
believes an emergency to exist.

7.3 FLOOR LOAD - HEAVY  MACHINERY.  (a)  Tenant  shall not place a load upon any
floor in the  Premises  exceeding  the floor load per square  foot of area which
such floor was  designed  to carry and which is allowed  by law  (currently  100
pounds per square foot). Landlord reserves the right to prescribe the weight and
position of all business  machines and mechanical  equipment,  including  safes,
which shall be placed so as to  distribute  the weight.  Business  machines  and
mechanical  equipment  shall be placed  and  maintained  by  Tenant at  Tenant's
expense in settings sufficient,  in Landlord's  judgment,  to absorb and prevent
vibration, noise and annoyance. Tenant shall not move any safe, heavy machinery,
heavy equipment,  freight,  bulky matter or fixtures into or out of the Building
without  Landlord's  prior  consent,  which consent may include a requirement to
provide  insurance,  naming Landlord as an insured,  in such amounts as Landlord
may deem reasonable.

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

      7.4   BUILDING SERVICES.  (a)   Landlord shall provide:

          (i) Elevator service from the existing  elevator system in common with
     Landlord and other tenants in the Building;

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

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<PAGE>

          (iii) Cleaning and janitorial  services to the Premises,  provided the
     same are kept in order by Tenant, as described in Exhibit D hereto; and

          (iv)  Access to the  Premises on all days  twenty-four  hours per day,
     subject to  reasonable  security  restrictions  and  restrictions  based on
     emergency  conditions  and all other  applicable  provisions  of this Lease
     including, without limitation, the provisions of Section 7.4(a) hereof.

     (c) Landlord reserves the right to curtail, suspend,  interrupt and/or stop
the supply of water, sewage,  electrical current,  cleaning, and other services,
and to curtail,  suspend,  interrupt and/or stop use of entrances and/or lobbies
serving  access to the  Building,  without  thereby  incurring  any liability to
Tenant,  when  necessary  by reason of accident or  emergency,  or for  repairs,
alterations,  replacements or improvements in the judgment of Landlord desirable
or necessary,  or when  prevented  from  supplying such services or use by Force
Majeure, or by laws, orders or inability,  by exercise of reasonable  diligence,
to obtain  electricity,  water, gas, steam,  coal, oil or other suitable fuel or
power. No diminution or abatement of rent or other compensation, nor any direct,
indirect or consequential damages shall or will be claimed by Tenant as a result
of, nor shall  this Lease or any of the  obligations  of Tenant be  affected  or
reduced by reason of, any such interruption, curtailment, suspension or stoppage
in the furnishing of the foregoing  services or use,  irrespective  of the cause
thereof.  Failure or  omission  on the part of  Landlord  to furnish  any of the
foregoing  services  or use shall not be  construed  as an  eviction  of Tenant,
actual or  constructive,  nor entitle  Tenant to an  abatement  of rent,  nor to
render  the  Landlord  liable  in  damages,   nor  release  Tenant  from  prompt
fulfillment of any of its covenants under this Lease.

7.5 UTILITIES (a) The Tenant shall pay when due all charges for utility services
provided to the Premises including, without limitation, electricity, gas, water,
telephone,  and the facilities to heat or air-condition  the premises.  If water
consumed  by the tenant is not  metered  separately  from water  consumed by the
remainder  of the  building,  tenant  shall pay to  landlord,  upon being billed
therefor  by  landlord,  tenant's  proportionate  share  of the  aforesaid.  The
aforementioned  share is based on the assumption that water in the premises will
be used only for ordinary drinking and lavatory  purposes.  If water is consumed
in the premises for other purposes or in excessive quantities, then tenant shall
pay to landlord,  on demand from time to time, charges for said additional water
as reasonably  estimated by landlord.  Landlord  reserves the right to install a
water meter to measure water consumption in the premises if not installed at the
commencement  date.  If any other  utility  is not  separately  metered  for the
premises,  or serves  common areas of the building or land parcel,  tenant shall
pay tenant's proportionate share in accordance herewith.

     (b) In order to insure that the foregoing requirements are not exceeded and
to avert possible  adverse affect on the Building's  electrical  system,  Tenant
shall not, without Landlord's prior consent, connect any fixtures, appliances or
equipment  to  the  Building's   electrical   distribution   system  other  than
typewriters,  word  processors,  photocopiers,  printers,  computers,  scanners,
faxes,  phones and other similar customary office  equipment.  From time to time
during  the  Term of this  Lease,  Landlord  shall  have  the  right  to have an

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<PAGE>

electrical  consultant  selected by Landlord make a survey of Tenant's  electric
usage,  the result of which shall be  conclusive  and binding upon  Landlord and
Tenant.  In the event that such  survey  shows  that  Tenant  has  exceeded  the
requirements  set forth in  paragraph  (a),  in  addition  to any  other  rights
Landlord may have hereunder,  Tenant shall, upon demand,  reimburse Landlord for
the costs of such survey.

     (c) The landlord shall be  responsible  for the effecting  maintenance  and
repair of all heating,  ventilation,  and  air-conditioning  equipment  directly
serving the tenant,  and tenant shall pay to landlord within thirty (30) days of
invoice therefor all costs connected with such maintenance and repair.

                                  ARTICLE VIII

                                REAL ESTATE TAXES

8.1  PAYMENTS  ON ACCOUNT OF REAL  ESTATE  TAXES.  (a) For the  purposes of this
Article,  the term "Tax Year" shall mean the twelve-month  period  commencing on
the July 1 immediately  preceding the  Commencement  Date and each  twelve-month
period thereafter commencing during the Term of this Lease; and the term "Taxes"
shall mean all taxes and special  assessments of every kind and nature  assessed
by any  governmental  authority on the Property  which the Landlord shall become
obligated to pay because of or in  connection  with the  ownership,  leasing and
operation  of the  Property  assessed  with  respect to the Property for any Tax
Year;  provided  that the amount of special taxes or special  assessments  to be
included shall be limited to the amount of the  installment  (plus any interest,
other than  penalty  interest,  payable  thereon) of such special tax or special
assignment  required  to be paid  during the year in respect of which such taxes
are being determined.

     (b) Tenant shall pay to Landlord,  as an Escalation Charge, an amount equal
to (i) the Taxes for the Property, multiplied by (ii) the Tenant's Proportionate
Share ("Tenant Proportionate Share of Taxes"), such amount to be apportioned for
any fraction of a Tax Year in which the  Commencement  Date falls or the Term of
this Lease ends.

     (c) Estimated payments by Tenant on account of Tenant's Proportionate Share
of Taxes shall be made monthly,  at the time and in the fashion herein  provided
for the payment of Basic Rent, in equal installments sufficient in the aggregate
to provide  Landlord,  by the time real estate tax  payments  are due, the total
Tenant's  Proportionate  Share  of Taxes  due from  Tenant  on  account  of such
payments.  Promptly  after receipt by Landlord,  from time to time, of any bills
for Taxes due with respect to any Tax Year,  Landlord  shall deliver to Tenant a
copy of such bills and a  reasonable  estimate,  based on such bill,  of (i) the
Tenant's  Proportionate  Share of Taxes  payable  by Tenant  during  the  period
covered by such bill and (i) the Tenant's  payment on account of such  estimated
Taxes. If estimated payments theretofore made by Tenant for the Tax Year covered
by such bills exceed the required payments on account of Taxes for such Tax Year

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<PAGE>

due from Tenant as of the time Tenant  shall  receive the most  current bill and
estimate from Landlord,  Landlord shall credit the amount of such excess against
subsequent  payments  from  Tenant on account of Taxes (or refund such excess if
the Term of this  Lease  has ended  and  Tenant  has no  further  obligation  to
Landlord);  but if such required  payments on account of Taxes for such Tax Year
exceed than estimated payments  theretofore made on account thereof for such Tax
Year,  Tenant shall make payment of such excess to Landlord within 30 days after
being so advised by Landlord in writing. Landlord shall have the same rights and
remedies for the  non-payment  by Tenant of any payments due on account of Taxes
as Landlord has hereunder for the failure of Tenant to pay Basic Rent.

8.2  ABATEMENT.  If Landlord  shall receive any tax refund or  reimbursement  of
Taxes or sum in lieu  thereof  with  respect to any Tax Year which is not due to
vacancies  in the  Building,  then out of any balance  remaining  thereof  after
deducting  Landlord's  expenses  reasonably  incurred in obtaining  such refund,
Landlord  shall pay to Tenant,  provided  there does not then exist a Default of
Tenant,  an amount equal to such refund or  reimbursement or sum in lieu thereof
(exclusive of any  interest)  multiplied  by the Tenant's  Proportionate  Share;
provided,  that in no event shall  Tenant be  entitled to receive  more than the
payments  made by  Tenant on  account  of Taxes  for such Tax Year  pursuant  to
paragraph (b) of Section 8.1.

8.3 ALTERNATE  TAXES.  (a) If some method or type of taxation  shall replace the
current  method of  assessment  of real estate taxes in whole or in part, or the
type thereof,  or if additional  types of taxes are imposed upon the Property or
Landlord  relating  to the  Property  other than net income  taxes or  franchise
taxes, Tenant agrees that Tenant shall pay a Tenant's Proportionate Share of the
same as an additional charge computed in a fashion consistent with the method of
computation herein provided, to the end that Tenant's share thereof shall be, to
the maximum extent practicable, comparable to that which Tenant would bear under
the foregoing provisions.

     (b) If a tax (other  than  Federal or state net income  tax) is assessed on
account of the rents or other charges  payable by Tenant to Landlord  under this
Lease,  Tenant  agrees to pay the same as an  additional  charge within ten (10)
days after billing therefor, unless applicable law prohibits the payment of such
tax by Tenant.

                                   ARTICLE IX

                               OPERATING EXPENSES

9.1  DEFINITIONS.  For the purposes of this Article,  the following  terms shall
have the following respective meanings:

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

          (ii) Operating  Expenses:  The aggregate costs or expenses  reasonably
     incurred  by  Landlord  with  respect  to  the  operation,  administration,
     cleaning,  repair, maintenance and management of the Property (specifically
     including Utility Expenses and Taxes) all as set forth in Exhibit E annexed

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<PAGE>

     hereto,  provided  that,  if during any portion of the  Operating  Year for
     which  Operating  Expenses  are being  computed,  less than all of Building
     Rentable  Area was occupied by tenants or if Landlord is not  supplying all
     tenants  with the  services  being  supplied  hereunder,  actual  Operating
     Expenses  incurred shall be reasonably  extrapolated by Landlord on an item
     by item  basis to the  estimated  Operating  Expenses  that would have been
     incurred if the Building were fully  occupied for such  Operating  Year and
     such services  were being  supplied to all tenants,  and such  extrapolated
     amount  shall,  for the  purposes  hereof,  be deemed  to be the  Operating
     Expenses for such Year.

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

9.2  TENANT'S  PAYMENTS.  (a) Tenant  shall pay to  Landlord,  as an  Escalation
Charge, an amount ("Tenant's Proportionate Share of Expenses") equal to (i) such
Operating  Expenses  multiplied by (ii) the Tenant's  Proportionate  Share, such
amount  to  be  apportioned  for  any  partial   Operating  Year  in  which  the
Commencement Date falls or the Term of this Lease ends. Tenant shall also pay to
landlord  in  twelve  (12)  equal   monthly   installments   commencing  on  the
commencement date and payable in advance on the first day of each calendar month
during the term, a management  fee equal to three  percent (3%) of Base rent (as
the same is adjusted as provided  herein)  owed by tenant to landlord  under the
terms of this lease.  The management fee shall be prorated for any partial month
included in the term.

     (b) Estimated payments by Tenant on account of Tenant's Proportionate Share
of  Expenses  shall  be made  monthly,  at the time  and in the  fashion  herein
provided for the payment of Basic Rent, in equal installments  sufficient in the
aggregate to provide Landlord, by the end of each Operating Year, a sum equal to
the  Tenant's  Proportionate  Share of  Expenses  for such  Operating  Year,  as
estimated by Landlord from time to time during each  Operating  Year.  Within 90
days after the end of each  Operating  Year,  Landlord  shall submit to Tenant a
reasonably  detailed  accounting of Operating  Expenses and Utility Expenses for
such Year, together with a statement of the Tenant's Proportionate Share thereof
for such  Operating  Year,  and Landlord  shall  certify to the accuracy of such
accounting  and  statement.  If  estimated  payments  theretofore  made for such
Operating  Year by Tenant  exceed the  actual  Tenant's  Proportionate  Share of
Expenses for such Operating Year,  according to such accounting,  Landlord shall

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<PAGE>

credit the amount of excess against subsequent payments from Tenant with respect
to  Expenses  (or  refund  such  excess if the Term of this  Lease has ended and
Tenant has no further obligation to Landlord),  but, if the required payments on
account  of  such  Operating  Year  exceed  the  estimated   payments  (if  any)
theretofore  made on account thereof for such Operating Year,  Tenant shall make
payment of such  excess to  Landlord  within  thirty  (30) days  after  being so
advised by  Landlord.  Landlord  shall have the same rights and remedies for the
nonpayment  by Tenant of any payments due on account of Expenses as Landlord has
hereunder for the failure of Tenant to pay Basic Rent.

                                    ARTICLE X

                    INDEMNITY AND PUBLIC LIABILITY INSURANCE

10.1  TENANT'S  INDEMNITY.  To the  maximum  extent this  agreement  may be made
effective according to law, Tenant agrees to defend, indemnity and save harmless
Landlord  from and  against all claims,  loss,  liability,  costs and damages of
whatever  nature  arising  from any  default by Tenant  under this Lease and the
following:  (i) from any  accident,  injury,  death or damage  whatsoever to any
person,  or to the property of any person,  occurring in or about the  Premises;
(ii)  from any  accident,  injury,  death or  damage  occurring  outside  of the
Premises but on the Property,  where such accident,  damage or injury results or
is claimed to have  resulted  from an act or  omission  on the part of Tenant or
Tenant's agents,  employees,  invitees or independent  contractors;  or (iii) in
connection  with the conduct or  management  of the  Premises or of any business
therein,  or any thing or work whatsoever done, or any condition  created (other
than by Landlord) in or about the Premises;  and, in any case,  occurring  after
the date of this Lease,  until the end of the Term of this Lease, and thereafter
so long as Tenant is in  occupancy  of the  Premises.  This  indemnity  and hold
harmless  agreement  shall  include  indemnity  against all costs,  expenses and
liabilities  incurred in, or in  connection  with,  any such claim or proceeding
brought  thereon,  and  the  defense  thereof,  including,  without  limitation,
reasonable attorneys' fees and costs at both the trial and appellate levels. The
provisions  of this Section  10.1 shall  survive the  expiration  or any earlier
termination of this Lease.

10.2 PUBLIC  LIABILITY  INSURANCE.  Tenant agrees to maintain in full force from
the date upon which Tenant first enters the Premises for any reason,  throughout
the Term of this Lease,  and thereafter so long as Tenant is in occupancy of any
part of the  Premises,  a  policy  of  general  commercial  liability  insurance
(including broad form contractual liability, independent contractor's hazard and
completed operations coverage) insuring Tenant and naming Landlord, Manager (and
such other  persons as are in privity of estate with  Landlord as may be set out
in notice from time to time) as additional  insureds.  Each such policy shall be
noncancelable and non-amendable with respect to Landlord, Manager and Landlord's
said  designees  without thirty (30) days' prior notice to Landlord and shall be
in at least the amounts of the Initial Public Liability  Insurance  specified in
Section  1.3 or  such  greater  amounts  as  Landlord  shall  from  time to time
reasonably  request,  and a duplicate  original or certificate  thereof shall be
delivered to Landlord.

10.3 TENANT'S  RISK. To the maximum  extent this agreement may be made effective
according to law,  Tenant  agrees to use and occupy the Premises and to use such
other  portions of the  Property  as Tenant is herein  given the right to use at
Tenant's own risk;  and Landlord shall have no  responsibility  or liability for

                                       17

<PAGE>

any loss of or damage to Tenant's  Removable  Property or for any inconvenience,
annoyance, interruption or injury to business arising from Landlord's making any
repairs or changes which  Landlord is permitted by this Lease or required by law
to make in or to any portion of the Premises or other  sections of the Property,
or in or to the fixtures, equipment or appurtenances thereof. Tenant shall carry
"all-risk" property insurance on a "replacement cost" basis (including so-called
improvements and  betterments),  and provide a waiver of subrogation as required
in Section 14.20.  The provisions of this Section 10.3 shall be applicable  from
and  after  the  execution  of this  Lease and until the end of the Term of this
Lease,  and during such  further  period as Tenant may use or be in occupancy of
any part of the Premises or of the Building.

10.4 INJURY CAUSED BY THIRD PARTIES. To the maximum extent this agreement may be
made  effective  according  to law,  Tenant  agrees that  Landlord  shall not be
responsible  or liable to  Tenant,  or to those  claiming  by,  through or under
Tenant,  for any loss or damage that may be occasioned by or through the acts or
omissions of persons  occupying  adjoining  premises or any part of the premises
adjacent  to or  connecting  with the  Premises  or any part of the  Property or
otherwise.  The  provisions of this Section 10.4 shall survive the expiration or
any earlier termination of this Lease.

10.5 LANDLORD INSURANCE. The Landlord shall, throughout the term hereof, procure
and carry hazard  insurance  on the  Premises,  and may also  include  insurance
against the loss of rent and other  charges  payable by Tenant  hereunder  for a
period of one (1) full year.  Such insurance shall be carried in the name of and
for the benefit of the Landlord and/or its lenders as principal  insured;  shall
be for at  least  eighty  percent  (80%) of the  full  replacement  value of the
Building and other improvements on the Premises,  as they may exist from time to
time, and shall otherwise be in form  satisfactory  to the Landlord.  The Tenant
shall pay for any increase in the premiums for the  insurance of the Building or
the  Property  caused by  Tenant's  acts,  omissions,  use or  occupancy  of the
Premises.

                                   ARTICLE XI

                          LANDLORD'S ACCESS TO PREMISES

11.1 LANDLORD'S  RIGHTS.  Landlord shall have the right to enter the Premises at
all  reasonable  hours for the purpose of  inspecting  or making  repairs to the
same,  and  Landlord  shall also have the right to make access  available at all
reasonable hours to prospective or existing mortgagees, purchasers or tenants of
any part of the Property.

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<PAGE>

                                   ARTICLE XII

                           FIRE, EMINENT DOMAIN, ETC.

12.1  ABATEMENT OF RENT.  If the Premises  shall be damaged by fire or casualty,
Basic Rent and Escalation Charges payable by Tenant shall abate  proportionately
for the  period  in  which,  by  reason  of such  damage,  there is  substantial
interference  with Tenant's use of the Premises,  having regard to the extent to
which Tenant may be required to discontinue  Tenant's use of all or a portion of
the  Premises,  but such  abatement or reduction  shall end if and when Landlord
shall  have  substantially  restored  the  Premises(excluding  any  alterations,
additions  or  improvements  made by  Tenant  pursuant  to  Section  5.2) to the
condition  in which they were prior to such  damage.  If the  Premises  shall be
affected  by any  exercise  of the  power  of  eminent  domain,  Basic  Rent and
Escalation  Charges  payable by Tenant shall be justly and equitably  abated and
reduced  according to the nature and extent of the loss of use thereof  suffered
by Tenant.  In no event shall  Landlord have any liability for damages to Tenant
for  inconvenience,  annoyance,  or interruption  of business  arising from such
fire, casualty or eminent domain.

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

12.3  RESTORATION.  If this Lease  shall not be  terminated  pursuant to Section
12.2,  Landlord  shall  thereafter  use due  diligence  to restore the  Premises
(excluding any alterations,  additions or improvements made by Tenant) to proper
condition for Tenant's use and occupation,  provided that Landlord's  obligation
shall be limited to the amount of insurance proceeds available therefor. If, for
any reason,  such restoration  shall not be  substantially  completed within six
months after the  expiration  of the 90-day  period  referred to in Section 12.2
(which  six-month period may be extended for such periods of time as Landlord is
prevented from  proceeding  with or completing  such  restoration  for any cause
beyond  Landlord's  reasonable  control,  but  in no  event  for  more  than  an
additional three months), Tenant shall have the right to terminate this Lease by
giving notice to Landlord  thereof  within thirty (30) days after the expiration
of such  period (as so  extended).  Upon the giving of such  notice,  this Lease
shall cease and come to an end without  further  liability or  obligation on the
part of either party unless, within such 30-day period,  Landlord  substantially
completes such restoration. Such right of termination shall be Tenant's sole and
exclusive remedy at law or in equity for Landlord's  failure so to complete such
restoration.

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12.4 AWARD.  Landlord  shall have and hereby  reserves and  excepts,  and Tenant
hereby grants and assigns to Landlord,  all rights to recover for damages to the
Property and the leasehold interest hereby created,  and to compensation accrued
or hereafter to accrue by reason of such taking,  damage or destruction,  and by
way of confirming the foregoing, Tenant hereby grants and assigns, and covenants
with  Landlord to grant and assign to  Landlord,  all rights to such  damages or
compensation.  Nothing  contained  herein shall be  construed to prevent  Tenant
from,  at its  sole  cost  and  expense,  prosecuting  a  separate  condemnation
proceeding  with  respect to a claim for the value of any of Tenant's  Removable
Property  installed  in the  Premises  by Tenant  at  Tenant's  expense  and for
relocation  expenses,  provided  that such action shall not affect the amount of
compensation otherwise recoverable by Landlord from the taking authority.

                                  ARTICLE XIII

                                     DEFAULT

13.1 TENANT'S  DEFAULT.  (a) If at any time subsequent to the date of this Lease
any one or more of the  following  events  (herein  referred to as a "Default of
Tenant") shall happen:

          (i) Tenant  shall fail to pay the Basic  Rent,  Escalation  Charges or
     other sums payable as additional charges hereunder when due; or

          (ii)  Tenant  shall  neglect or fail to  perform or observe  any other
     covenant herein contained on Tenant's part to be performed or observed,  or
     Tenant shall desert or abandon the Premises or the Premises  shall  become,
     or appear to have  become  vacant  (regardless  whether the keys shall have
     been  surrendered or the rent and all other sums due shall have been paid),
     and  Tenant  shall fail to remedy the same  within  thirty  (30) days after
     notice to Tenant specifying such neglect or failure,  or if such failure is
     of such a nature that Tenant cannot  reasonably remedy the same within such
     thirty (30) day period,  Tenant  shall fail to commence  promptly to remedy
     the same and to prosecute  such remedy to  completion  with  diligence  and
     continuity; or

          (iii)  Tenant's  leasehold  interest in the Premises shall be taken on
     execution or by other process of law directed against Tenant; or

          (iv) Tenant shall make an  assignment  for the benefit of creditors or
     shall file a  voluntary  petition  in  bankruptcy  or shall be  adjudicated
     bankrupt or  insolvent,  or shall file any  petition or answer  seeking any
     reorganization,   arrangement,  composition,   readjustment,   liquidation,
     dissolution  or  similar  relief  for  itself  under any  present or future
     Federal,  State or other  statute,  law or  regulation  for the  relief  of
     debtors, or shall seek or consent to or acquiesce in the appointment of any
     trustee, receiver or liquidator of Tenant or of all or any substantial part
     of its properties, or shall admit in writing its inability to pay its debts
     generally as they become due; or

          (v) A petition  shall be filed  against  Tenant in bankruptcy or under
     any  other  law  seeking  any  reorganization,   arrangement,  composition,
     readjustment, liquidation, dissolution, or similar relief under any present

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     or future  Federal,  State or other  statute,  law or regulation  and shall
     remain undismissed or unstayed for an aggregate of sixty (60) days (whether
     or not consecutive), or if any debtor in possession (whether or not Tenant)
     trustee, receiver or liquidator of Tenant or of all or any substantial part
     of its properties or of the Premises shall be appointed without the consent
     or acquiescence of Tenant and such  appointment  shall remain  unvacated or
     unstayed for an aggregate of sixty (60) days (whether or not  consecutive);
     or

          (vi) If Tenant fails to restore the  Security  Deposit  amount  within
     five (5) days of demand by  Landlord  therefor,  as  further  specified  in
     Section 14.17 hereof;

          (vii) If a Default of Tenant of the kind set forth in  clauses  (i) or
     (ii) above  shall  occur and if either (a) Tenant  shall cure such  Default
     within the  applicable  grace  period or (b)  Landlord  shall,  in its sole
     discretion , permit Tenant to cure such Default after the applicable  grace
     period has expired,  and an event which would  constitute a similar Default
     if not cured within the applicable  grace period shall occur more than once
     within the next 365 days,  whether  or not such  event is cured  within the
     applicable grace period;

     then in any such case (1) if such  Default of Tenant  shall  occur prior to
the  Commencement  Date, this Lease shall ipso facto, and without further act on
the part of Landlord,  terminate,  and (2) if such Default of Tenant shall occur
after the  Commencement  Date,  Landlord may  terminate  this Lease by notice to
Tenant, and thereupon this Lease shall come to an end as fully and completely as
if such date were the date herein  originally  fixed for the  expiration  of the
Term of this Lease,  and Tenant  will then quit and  surrender  the  Premises to
Landlord, but Tenant shall remain liable as hereinafter provided.

     (b) If this Lease shall be terminated  as provided in this  Article,  or if
any execution or attachment  shall be issued  against  Tenant or any of Tenant's
property whereupon the Premises shall be taken or occupied by someone other than
Tenant,  then Landlord may,  without  notice,  re-enter the Premises,  either by
force,  summary proceedings,  ejectment or otherwise,  and remove and dispossess
Tenant and all other  persons and any and all property from the same, as if this
Lease had not been made,  and  Tenant  hereby  waives  the  service of notice of
intention to reenter or to institute legal proceedings to that end.

     (c) In the event of any  termination,  Tenant  shall  pay the  Basic  Rent,
Escalation  Charges  and other  sums  payable  hereunder  up to the time of such
termination,  and thereafter  Tenant,  until the end of what would have been the
Term of this Lease in the  absence of such  termination,  and whether or not the
Premises  shall have been relet,  shall be liable to Landlord for, and shall pay
to Landlord,  as liquidated current damages, the Basic Rent,  Escalation Charges
and other sums which  would be payable  hereunder  if such  termination  had not
occurred, less the net proceeds, if any, of any reletting of the Premises, after
deducting all expenses in connection  with such  reletting,  including,  without
limitation,  all  repossession  costs,  brokerage  commissions,  legal expenses,
attorneys'  fees,  advertising,  expenses  of  employees,  alteration  costs and

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<PAGE>

expenses  of  preparation  for such  reletting.  Tenant  shall pay such  current
damages  to  Landlord  monthly  on the days which the Basic Rent would have been
payable hereunder if this Lease had not been terminated.

     (d) At any time after such termination,  whether or not Landlord shall have
collected any such current  damages,  as liquidated final damages and in lieu of
all such current damages beyond the date of such demand, at Landlord's  election
Tenant  shall pay to Landlord  and amount  equal to the  excess,  if any, of the
Basic Rent,  Escalation  Charges and other sums as  hereinbefore  provided which
would be payable  hereunder from the date of such demand (assuming that, for the
purposes  of this  paragraph,  annual  payments  by Tenant on  account of Taxes,
Utility  Expenses  and  Operating  Expenses  would be the  same as the  payments
required for the immediately  preceding Operating or Tax Year) for what would be
the then unexpired  Term of this Lease if the same had remained in effect,  over
the then fair net rental value of the Premises for the same period.

     (e)  In the  case  of any  Default  by  Tenant,  re-entry,  expiration  and
dispossession  by summary  proceeding or otherwise,  Landlord may (i) re-let the
Premises  or any part or  parts  thereof,  either  in the  name of  Landlord  or
otherwise,  for a term or terms  which may at  Landlord's  option be equal to or
less than or exceed  the period  which  would  otherwise  have  constituted  the
balance of the Term of this Lease and may grant  concessions or free rent to the
extent that  Landlord  considers  advisable and necessary to re-let the same and
(ii) may make  such  reasonable  alterations,  repairs  and  decorations  in the
Premises as Landlord in its sole judgment considers  advisable and necessary for
the  purpose of  reletting  the  Premises;  and the making of such  alterations,
repairs and decorations shall not operate or be construed to release Tenant from
liability  hereunder as aforesaid.  Landlord  shall in no event be liable in any
way  whatsoever  for failure to re-let the  Premises,  or, in the event that the
Premises  are re-let,  for  failure to collect  the rent under such  re-letting.
Tenant hereby  expressly  waives any and all rights of redemption  granted by or
under any  present  or  future  laws in the event of  Tenant  being  evicted  or
dispossessed,  or in the event of Landlord obtaining possession of the Premises,
by reason of the violation by Tenant of any of the  covenants and  conditions of
this Lease.

     (f) If a Guarantor of this Lease is named in Section 1.2, the  happening of
any of the events described in paragraphs (a)(iv) or (a)(v) of this Section 13.1
with respect to the Guarantor shall constitute a Default of Tenant hereunder.

     (g) The specified  remedies to which Landlord may resort  hereunder are not
intended to be exclusive  of any remedies or means of redress to which  Landlord
may at any time be  entitled to  lawfully,  and  Landlord  may invoke any remedy
(including the remedy of specific performance) allowed at law or in equity as if
specific remedies were not herein provided for.

     (h) All costs and expenses incurred by or on behalf of Landlord (including,
without  limitation,  attorneys'  fees and  expenses)  in  enforcing  its rights
hereunder or occasioned by any Default of Tenant shall be paid by Tenant.

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<PAGE>

13.2  LANDLORD'S  DEFAULT.  Landlord  shall  in no event  be in  default  of the
performance of any of Landlord's obligations hereunder unless and until Landlord
shall have  unreasonably  failed to perform such  obligation  within a period of
time reasonably required to correct any such default,  after notice by Tenant to
Landlord specifying wherein Landlord has failed to perform any such obligations.

                                   ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

14.1 EXTRA HAZARDOUS USE. Tenant covenants and agrees that Tenant will not do or
permit anything to be done in or upon the Premises, or bring in anything or keep
anything  therein,  which  shall  increase  the rate of  property  or  liability
insurance on the Premises or of the Building above the standard rate  applicable
to premises being  occupied for Permitted  Uses; and Tenant further agrees that,
in the event that Tenant shall do any of the foregoing, Tenant will promptly pay
to Landlord,  on demand, any such increase resulting  therefrom,  which shall be
due and payable as an additional charge hereunder.

14.2  WAIVER.  (a)  Failure on the part of Landlord or Tenant to complain of any
action or non-action  on the part of the other,  no matter how long the same may
continue, shall never be a waiver by Tenant or Landlord, respectively, of any of
the  other's  rights  hereunder.  Further,  no  waiver at any time of any of the
provisions hereof by Landlord or Tenant 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
provisions. The consent or approval of Landlord or Tenant to or of any action by
the other  requiring such consent or approval shall not be construed to waive or
render  unnecessary  Landlord's  or  Tenant's  consent or  approval to or of any
subsequent similar act by the other.

     (b) No payment by Tenant,  or  acceptance  by Landlord,  of a lesser amount
than shall be due from Tenant to Landlord  shall be treated  otherwise than as a
payment on account of the  earliest  installment  of any payment due from Tenant
under the provisions  hereof. The acceptance by Landlord of a check for a lesser
amount with an endorsement or statement thereon, or upon any letter accompanying
such  check,  that such  lesser  amount is  payment  in full,  shall be given no
effect, and Landlord may accept such check without prejudice to any other rights
or remedies which Landlord may have against Tenant.

14.3 COVENANT OF QUIET ENJOYMENT. Tenant, subject to the terms and provisions of
this Lease,  on payment of the Basic Rent and Escalation  Charges and observing,
keeping and  performing  all of the other terms and  provisions of this Lease on
Tenant's part to be observed, kept and performed, shall lawfully,  peaceably and
quietly  have,  hold,  occupy and enjoy the  Premises  during  the term  hereof,
without hindrance or ejection by any persons lawfully claiming under Landlord to
have title to the Premises superior to Tenant;  the foregoing  covenant of quiet
enjoyment is in lieu of any other covenant, express or implied.

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<PAGE>

14.4  LANDLORD'S  LIABILITY.  (a) Tenant  specifically  agrees to look solely to
Landlord's then equity interest in the Property at the time owned,  for recovery
of any  judgment  from  Landlord;  it being  specifically  agreed that  Landlord
(original or successor) shall never be personally  liable for any such judgment,
or for the payment of any monetary obligation to Tenant. The provision contained
in the  foregoing  sentence is not intended  to, and shall not,  limit any right
that Tenant might otherwise have to obtain injunctive relief against Landlord or
Landlord's  successors  in  interest,  or to take any action not  involving  the
personal  liability of Landlord  (original or  successor) to respond in monetary
damages from  Landlord's  assets other than  Landlord's  equity  interest in the
Property.

     (b) With  respect to any  services or utilities to be furnished by Landlord
to Tenant,  Landlord shall in no event be liable for failure to furnish the same
when prevented  from doing so by Force Majeure,  or due to any act or negligence
of Tenant or  Tenant's  servants,  agents,  employees,  licensees  or any person
claiming by,  through or under  Tenant;  nor shall any such failure give rise to
any claim in Tenant's favor that Tenant has been evicted,  either constructively
or actually, partially or wholly.

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

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

14.5 NOTICE TO  MORTGAGEE  OR GROUND  LESSOR.  After  receiving  notice from any
person,  firm or other  entity that it holds a mortgage or a ground  lease which
includes the Premises, no notice from Tenant to Landlord alleging any default by
Landlord shall be effective unless and until a copy of the same is given to such
holder or ground lessor (provided Tenant shall have been furnished with the name
and  address  of  such  holder  or  ground  lessor),  and the  curing  of any of
Landlord's  defaults  by such  holder  or  ground  lessor  shall be  treated  as
performance by Landlord.

14.6  ASSIGNMENT  OF RENTS AND  TRANSFER  OF TITLE.  (a) With  reference  to any
assignment  by Landlord  of  Landlord's  interest  in this  Lease,  or the rents
payable hereunder,  conditional in nature or otherwise, which assignment is made
to the holder of a mortgage on property  which  includes  the  Premises,  Tenant
agrees that the execution thereof by Landlord, and the acceptance thereof by the
holder of such mortgage,  shall never be treated as an assumption by such holder
of any of the  obligations of Landlord  hereunder  unless such holder shall,  by
notice  sent to  Tenant,  specifically  otherwise  elect  and  that,  except  as
aforesaid, such holder shall be treated as having assumed Landlord's obligations
hereunder  only upon  foreclosure  of such  holder's  mortgage and the taking of
possession of the Premises.

                                       24

<PAGE>

     (b) In no  event  shall  the  acquisition  of  Landlord's  interest  in the
Property by a  purchaser  which,  simultaneously  therewith,  leases  Landlord's
entire  interest  in the  Property  back to the seller  thereof be treated as an
assumption  by  operation  of  law  or  otherwise,   of  Landlord's  obligations
hereunder,  but  Tenant  shall  look  solely  to  such  seller-lessee,  and  its
successors from time to time in title, for performance of Landlord's obligations
hereunder. In any such event, this Lease shall be subject and subordinate to the
lease  to  such  purchaser.  For  all  purposes,  such  seller-lessee,  and  its
successors in title, shall be the Landlord hereunder unless and until Landlord's
position shall have been assumed by such purchaser-lessor.

     (c) Except as provided in paragraph  (b) of this  Section,  in the event of
any transfer of title to the Property by Landlord,  Landlord shall thereafter be
entirely freed and relieved from the performance and observance of all covenants
and obligations hereunder.

14.7 RULES AND  REGULATIONS.  Tenant shall abide by rules and  regulations  from
time to time  established  by  Landlord,  it being  agreed  that such  rules and
regulations will be established and applied by Landlord in a  non-discriminatory
fashion,  such that all rules and regulations  shall be generally  applicable to
other  tenants of the  Building of similar  nature to the Tenant  named  herein.
Landlord  agrees to use  reasonable  efforts  to insure  that any such rules and
regulations are uniformly  enforced,  but Landlord shall not be liable to Tenant
for  violation of the same by any other tenant or occupant of the  Building,  or
persons having business with them. In the event that there shall be any conflict
between  such  rules and  regulations  and the  provisions  of this  Lease,  the
provisions  of this Lease  shall  control.  The Rules and  Regulations  attached
hereto as Exhibit G, constitute the current Rules and Regulations.

14.8  ADDITIONAL  CHARGES.  If Tenant  shall fail to pay when due any sums under
this Lease  designated or payable as an additional  charge,  Landlord shall have
the same rights and remedies as Landlord has  hereunder for failure to pay Basic
Rent.

14.9 INVALIDITY OF PARTICULAR PROVISIONS If any term or provision of this Lease,
or the application  thereof to any person or circumstance  shall, to any extent,
be invalid or unenforceable,  the remainder of this Lease, or the application of
such term or provision to persons or circumstances  other than those as to which
it is held invalid or  unenforceable,  shall not be affected  thereby,  and each
term and  provision  of this Lease shall be valid and be enforced to the fullest
extent permitted by Law.

14.10 PROVISIONS BINDING,  ETC. Except as herein otherwise  provided,  the terms
hereof  shall be binding  upon and shall inure to the benefit of the  successors
and  assigns,  respectively,  of Landlord  and Tenant and, if Tenant shall be an
individual,  upon and to his heirs,  executors,  administrators,  successors and
assigns.  Each term and each  provision  of this Lease to be performed by Tenant
shall  be  construed  to be  both a  covenant  and a  condition.  The  reference
contained to  successors  and assigns of Tenant is not intended to  constitute a
consent to assignment by Tenant,  but has reference  only to those  instances in
which Landlord may later give consent to a particular  assignment as required by
those provisions of Article VI hereof.

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<PAGE>

14.11  RECORDING.  Tenant agrees not to record this Lease, but each party hereto
agrees,  on the request of the other, to execute a so-called  notice of lease in
form recordable and complying with applicable law and reasonably satisfactory to
Landlord's  attorneys.  In no event  shall such  document  set forth the rent or
other charges  payable by Tenant under this Lease;  and any such document  shall
expressly state that it is executed pursuant to the provisions contained in this
Lease, and is not intended to vary the terms and conditions of this Lease.

14.12  NOTICES.  Whenever,  by the terms of this  Lease,  notices,  consents  or
approvals  shall or may by given either to Landlord or to Tenant,  such notices,
consents or  approvals  shall be in writing and shall be sent by  registered  or
certified  mail,  return  receipt  requested,  postage  prepaid  or  sent  by an
overnight  express  courier  service  which  provides  evidence  of  delivery or
attempted delivery:

     If intended  for  Landlord,  addressed to Landlord at  Landlord's  Original
Address Attention: Robert F. Tambone, (or to such other address as may from time
to time hereafter by designated by Landlord by like notice).

     If intended for Tenant,  addressed to Tenant at Tenant's  Original  Address
until the  Commencement  Date and  thereafter  to the Premises (or to such other
address or addresses as may from time to time  hereafter be designated by Tenant
by like notice.)

     All such notices shall be effective on the day delivered, provided the same
is delivered on or before 5:00 p.m. on such day or on the following Business Day
if not delivered on or before 5:00 p.m.

14.13  WHEN  LEASE  BECOMES  BINDING.   The  submission  of  this  document  for
examination  and  negotiation  does  not  constitute  an offer  to  lease,  or a
reservation  of, or option for, the  Premises,  and this  document  shall become
effective  and  binding  only upon the  execution  and  delivery  hereof by both
Landlord  and Tenant.  All  negotiations,  considerations,  representations  and
understandings  between  Landlord  and Tenant are  incorporated  herein and this
Lease  expressly  supersedes any proposals or other written  documents  relating
hereto.  This Lease may be modified or altered only by written agreement between
Landlord and Tenant, and no act or omission of any employee or agent of Landlord
shall alter, change or modify any of the provisions hereof.

14.14 PARAGRAPH HEADINGS.  The paragraph headings throughout this instrument are
for convenience and reference only, and the words contained  therein shall in no
way  be  held  to  explain,  modify,  amplify  or  aid  in  the  interpretation,
construction, or meaning of the provisions of this Lease.

14.15 RIGHTS OF MORTGAGEE OR GROUND  LESSOR.  This Lease shall be subordinate to
any mortgage or ground lease from time to time encumbering the Premises, whether
executed and delivered  prior to or subsequent to the date of this Lease, if the
holder  of such  mortgage  or ground  lease  shall so  elect.  If this  Lease is
subordinate  to any  mortgage  or  ground  lease  and  the  holder  thereof  (or
successor)  shall  succeed to the interest of Landlord,  at the election of such

                                       26

<PAGE>

holder (or  successor)  Tenant  shall attorn to such holder and this Lease shall
continue in full force and effect between such holder (or successor) and Tenant.
Tenant  agrees to execute such  instruments  of  subordination  or attornment in
confirmation of the foregoing  agreement as such holder may request,  and Tenant
hereby  appoints  such  holder as  Tenant's  attorney-in-fact  to  execute  such
subordination  or attornment  agreement upon default of Tenant in complying with
such holder's request.

14.16 STATUS REPORT AND FINANCIAL STATEMENTS.  (a) Recognizing that both parties
may find it necessary to establish to third parties, such as accountants, banks,
mortgagees,  ground lessors, or the like, the then current status of performance
hereunder,  either  party,  on the  request of the other made from time to time,
will promptly furnish to Landlord, or the holder of any mortgage or ground lease
encumbering the Premises,  or to Tenant,  as the case may be, a statement of the
status of any matter pertaining to this Lease,  including,  without  limitation,
acknowledgment  that (or the extent to which) each party is in  compliance  with
its obligations under the terms of this Lease.

     (b) Within ten (10) days after Landlord's request,  Tenant shall deliver to
Landlord the then current  financial  statements  of Tenant  (including  interim
periods  following  the end of the last fiscal year for which annual  statements
are  available),  prepared  or  compiled by a  certified  public  accountant  or
certified as accurate by Tenant's chief financial  officer,  including a balance
sheet and profit and loss statement for the most recent prior year, all prepared
in  accordance  with  generally  accepted  accounting  principles   consistently
applied.

14.17  SECURITY  DEPOSIT.  Concurrently  with the execution and delivery of this
Lease, Tenant shall deposit the Security Deposit specified in Section 1.2 hereof
and that  Landlord  shall  hold the same  throughout  the Term of this  Lease as
security for the  performance by Tenant of all obligations on the part of Tenant
hereunder.  Landlord shall have the right from time to time without prejudice to
any other remedy Landlord may have on account thereof, to apply such deposit, or
any part thereof, to Landlord's damages arising from, or to cure, any Default of
Tenant.  If Landlord  shall so apply any or all of such  deposit,  Tenant  shall
immediately  deposit with  Landlord the amount so applied to be held as security
hereunder  and any  failure  on the part of Tenant to so  restore  the  Security
Deposit within five (5) days of Landlord's  demand  therefore shall constitute a
Default of Tenant  under this Lease.  There then  existing no Default of Tenant,
Landlord shall return the deposit,  or so much thereof as shall  theretofore not
been  applied in  accordance  with the terms of this  Section  14.17,  to Tenant
within thirty days of the expiration or earlier  termination of the Term of this
Lease and  surrender of possession of the Premises by Tenant to Landlord at such
time.  While Landlord  holds such deposit,  Landlord shall have no obligation to
pay  interest  on the same and shall have the right to  commingle  the same with
Landlord's  other funds.  If Landlord  conveys  Landlord's  interest  under this
Lease, the deposit,  or any part thereof not previously  applied,  may be turned
over by Landlord to Landlord's grantee, and, if so turned over, Tenant agrees to
look solely to such grantee for proper  application of the deposit in accordance
with the terms of this  Section  14.17,  and the return  thereof  in  accordance
therewith.  The holder of a mortgage  shall not be responsible to Tenant for the
return or  application  of any such  deposit,  whether or not it succeeds to the
position of Landlord hereunder,  unless such deposit shall have been received in
hand by such holder.

                                       27

<PAGE>

14.18  REMEDYING  DEFAULTS.  Landlord  shall  have the  right,  but shall not be
required,  to pay such sums or to 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 3% over  the  prime  rate in  effect  from  time to time at the Bank of
America,  or its  successor,  (but in no event less than 18% per  annum),  as an
additional  charge.  Any  payment of Fixed Rent,  Additional  Rent or other sums
payable  hereunder  not paid when due  shall,  at the option of  Landlord,  bear
interest  at a rate equal to 3% over the prime rate in effect  from time to time
at Bank of America  (but in no event less than 18% per annum)  from the due date
thereof and shall be payable  forthwith on demand by Landlord,  as an additional
charge.

14.19 HOLDING OVER.  Any holding over by Tenant after the expiration of the Term
of this Lease shall be treated as a daily  tenancy at sufferance at a rate equal
to the then fair rental  value of the Premises but in no event less than 150% of
the  sum of (i)  Fixed  Rent  and  (ii)  Escalation  Charges  in  effect  on the
expiration  date.  Tenant shall also pay to Landlord all damages,  direct and/or
indirect (including any loss of a tenant or rental income),  sustained by reason
of any such holding over. Otherwise, such holding over shall be on the terms and
conditions set forth in this Lease as far as  applicable.  The Landlord may, but
shall not be  required  to,  and only on  written  notice  to  Tenant  after the
expiration of the Term hereof,  elect to treat such holding over as an extension
of the Term of this Lease for a period of up to one (1) year,  as  designated by
Landlord,  such  extension to be on the terms and  conditions  set forth in this
Section 14.19.

14.20 WAIVER OF  SUBROGATION.  Insofar as, and to the extent that, the following
provision shall not make it impossible to secure insurance  coverage  obtainable
from responsible insurance companies doing business in the locality in which the
Property is located  (even though extra premium may result  therefrom)  Landlord
and Tenant mutually agree that any property damage  insurance  carried by either
shall  provide  for  the  waiver  by  the  insurance  carrier  of any  right  of
subrogation  against the other,  and they  further  mutually  agree  that,  with
respect to any damage to  property,  the loss from which is covered by insurance
then being carried by them,  respectively,  the one carrying such  insurance and
suffering  such  loss  releases  the other of and from any and all  claims  with
respect to such loss to the extent of the  insurance  proceeds paid with respect
thereto.

14.21 SURRENDER OF PREMISES.  Upon the expiration or earlier  termination of the
Term of this Lease,  Tenant shall  peaceably  quit and surrender to Landlord the
Premises in neat and clean condition and in as good order,  condition and repair
as Tenant is required to keep the Premises  during the Term,  together  with all
alterations,  additions and  improvements  which may have been made or installed
in, on or to the Premises  prior to or during the Term of this Lease,  excepting
only ordinary wear and use and damage by fire or other casualty for which, under
other  provisions  of this  Lease,  Tenant has no  responsibility  of repair and
restoration.  Tenant shall remove all of Tenant's Removable Property and, to the
extent  specified by Landlord,  all alterations and additions made by Tenant and
all  partitions  wholly within the Premises;  and shall repair any damage to the
Premises or the Building caused by such removal. Any Tenant's Removable Property
which shall remain in the Building or on the Premises  after the  expiration  or

                                       28

<PAGE>

termination of the Term of this Lease shall be deemed  conclusively to have been
abandoned,  and either may be retained  by  Landlord  as its  property or may be
disposed of in such manner as  Landlord  may see fit, at Tenant's  sole cost and
expense.

14.22  BROKERAGE.  Tenant  warrants and represents that Tenant has dealt with no
broker in connection with the  consummation of this Lease other than the Broker,
and, in the event of any brokerage claims against Landlord predicated upon prior
dealings with Tenant,  Tenant  agrees to defend the same and indemnify  Landlord
against any such claim (except any claim by the Broker).

14.23 HAZARDOUS MATERIALS.  Tenant shall not (either with or without negligence)
cause or permit  the  escape,  disposal,  release  or threat of  release  of any
biologically or chemically active or other Hazardous  Materials (as said term is
hereafter  defined) on, in, upon or under the Property or the  Premises.  Tenant
shall not allow the  generation,  storage,  use or  disposal  of such  Hazardous
Materials  in any  manner  not  sanctioned  by law or by the  highest  standards
prevailing in the industry for the generation, storage, use and disposal of such
Hazardous  Materials,  nor  allow  to be  brought  into  the  Property  any such
Hazardous  Materials except for use in the ordinary course of Tenant's business,
and then only after written  notice is given to Landlord of the identity of such
Hazardous Materials.  Hazardous Materials shall include, without limitation, any
material or substance which is (i) petroleum, (ii) asbestos, (iii) designated as
a "hazardous  substance"  pursuant to Section 311 of the Federal Water Pollution
Control Act, 33 U.S.C. SS 1251 et seq. (33 U.S.C. SS 1321) or listed pursuant to
SS 307 of the Federal  Water  Pollution  Control Act (33 U.S.C.  SS 1317),  (iv)
defined  as a  "hazardous  waste"  pursuant  to  Section  1004  of the  Resource
Conservation  and Recovery Act, 42 U.S.C.  SS 6901 et seq. (42 U.S.C.  SS 6903),
(v)  defined  as  a  "hazardous  substance"  pursuant  to  Section  101  of  the
Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C.
SS 9601 et seq. (42 U.S.C. SS 9601),  as amended,  or (vi) defined as "oil" or a
"hazardous waste", a "hazardous  substance",  a "hazardous material" or a "toxic
material"  under any other law, rule or  regulation  applicable to the Property,
including, without limitation, Chapter 21E of the Massachusetts General Laws, as
amended.  If any lender or  governmental  agency shall ever  require  testing to
ascertain whether or not there has been any release of Hazardous Materials, then
the  reasonable  costs  thereof  shall be  reimbursed by Tenant to Landlord upon
demand  as  additional  charges  but  only if such  requirement  applies  to the
Premises or may be the result of the acts or omissions  of Tenant.  In addition,
Tenant shall  execute  affidavits,  representations  and the like,  from time to
time,  at  Landlord's  request  concerning  Tenant's  best  knowledge and belief
regarding the presence of Hazardous  Materials on the  Premises.  In all events,
Tenant shall indemnify and save Landlord  harmless from any release on threat of
release on the  presence or  existence  of  Hazardous  Materials on the Premises
occurring while Tenant is in possession,  or elsewhere on the Property if caused
by Tenant or persons  acting under  Tenant.  The within  covenants and indemnity
shall survive the  expiration or earlier  termination of the Term of this Lease.
Landlord  expressly  reserves the right to enter the Premises to perform regular
inspections.

14.24 GOVERNING LAW. This Lease shall be governed  exclusively by the provisions
hereof and by the laws of the  Commonwealth  of  Massachusetts,  as the same may
from time to time exist.

                                       29

<PAGE>

                                   ARTICLE XV

                                OPTIONS TO EXTEND


15.1 TENANT'S  OPTIONS.  (a) Provided that, at the time of such  exercise,  this
Lease is still in full  force and  effect  without an Event of Default by Tenant
and Tenant occupies at least seventy-five  percent (75%) of the Rentable Area of
the  Premises  for its own  business  purposes,  Tenant shall have the right and
options (the  "Extension  Options") to extend the Term of this Lease for One (1)
extended term of Three (3) years (an "Extended  Term").  The Extended Term shall
commence on the day  immediately  succeeding the expiration  date of the Initial
Term, and shall end on the day  immediately  preceding the third  anniversary of
the first day of such Extended Term.  Tenant shall exercise its Extension Option
for the Extended Term by giving  written  notice to Landlord of its desire to do
so not later than six (6) months  prior to the  expiration  date of the  Initial
Term. The giving of such notice by Tenant shall automatically extend the Term of
this Lease for the Extended Term, and no instrument of renewal need be executed.
In the event that Tenant fails to give such notice to Landlord  this Lease shall
automatically terminate at the end of the Initial Term, and Tenant shall have no
further  option to extend the Term of this Lease.  The Extended Term shall be on
all the terms and conditions of this Lease, except (i) during any Extended Term,
the extension  provisions of this Section to the extent already  exercised shall
not be effective, (ii) that the Basic Rent in effect for the Extended Term shall
be at the greater of (a) the then current  Basic Rent during the last lease Year
of the  Initial  Term  and (b) the  anticipated  fair  market  rental  rate  for
comparable  buildings in the  Westborough  area for the Premises  Rentable  Area
during the  Extended  Term (the  "Prevailing  Fair  Market  Base  Rental  Rate")
determined  as follows.  Within  twenty  (20) days of  Tenant's  exercise of its
Extension   Option,   Landlord   agrees  to  provide   Tenant  with   Landlord's
determination ("Landlord's  Determination") of the Fair Market Base Rental Rate.
Any  determination  of the Fair Market Base Rental Rate,  whether by Landlord or
Tenant,  shall  include a statement  of the  elements  of rent  included in such
determination  (whether tenant  improvement  allowances,  free rent, common area
cost  allowances,  or  otherwise)  sufficient  to  permit a  calculation  of the
effective rent for the Premises.

     (b) If  Tenant  does  not  agree  with  Landlord's  Determination,  provide
Landlord  with notice of its  determination  of the Fair Market Base Rental Rate
("Tenant's  Determination")  within  twenty  (20) days of  Tenant's  receipt  of
Landlord's Determination;  if Tenant fails to provide Landlord on a timely basis
with Tenant's notice to terminate as aforesaid or Tenant's  Determination as set
forth herein,  Tenant will be deemed to have agreed to Landlord's  Determination
which  then shall  constitute  the basis for  determining  the Base Rent for the
Extended  Term.  Except as set forth in  subparagraph  (c) below,  if Landlord's
Determination  and Tenant's  Determination are different and Landlord and Tenant
are unable to agree upon the Fair Market  Base  Rental  Rate within  thirty (30)
days of Landlord's receipt of Tenant's  Determination,  the parties shall within
fifteen  (15)  days  after the end of such  30-day  period,  together  appoint a
mutually  acceptable  arbitrator  or, if they are  unable to agree  upon such an
arbitrator,  shall  apply  to  the  American  Arbitration  Association  for  the
designation of an arbitrator located in the Boston,  Massachusetts  metropolitan
area to render a final  determination  of the Fair  Market Base Rental Rate (the

                                       30

<PAGE>

"Arbitrator"). Unless otherwise agreed by the parties, the Arbitrator shall be a
real estate  appraiser or consultant who shall be a M.A.I.  member and who shall
have at least  fifteen  (15) years  continuous  experience  in the  business  of
appraising   commercial  office  buildings  in  the  greater  Boston  area.  The
Arbitrator  shall conduct such  hearings and  investigations  as the  Arbitrator
shall deem  appropriate  and shall,  within  sixty (60) days after  having  been
appointed, choose either the Landlord's Determination or Tenant's Determination,
and that choice by the  Arbitrator  shall be final and binding upon Landlord and
Tenant.  The party whose  Determination is not chosen shall pay all the fees and
expenses of the Arbitrator.  The Arbitrator  shall not have the power to add to,
modify or change any of the provisions of this Lease.

     (c) In the event that the determination of the Fair Market Base Rental Rate
set forth in the  Landlord's  Determination  and  Tenant's  Determination  shall
differ by less than ten  percent  (10%) per  rentable  square foot per annum for
each year during the Extended Term,  then the Fair Market Base Rental Rate shall
not be determined by arbitration,  but, at Landlord's election, shall instead be
set by taking the average of the parties' Determinations.

     (d) If for any reason the Fair  Market Base Rental Rate shall not have been
determined  prior to the commencement of the Extended Term, then, until the Fair
Market Base Rental Rate shall have been finally determined, the Basic Rent shall
remain  the  same as  payable  during  the  last  year of the  term  immediately
preceding such Extended Term. Upon final  determination  of the Fair Market Base
Rental  Rate,  an  appropriate  adjustment  to the  Basic  Rent  shall  be  made
reflecting such final  determination and Landlord or Tenant, as the case may be,
shall promptly refund or pay to the other any overpayment or deficiency,  as the
case may be, in the  payment  of Basic  Rent from the  commencement  date of the
Extended Term to the date of such final determination.

     (e) Time is of the essence of this Section 15. 1.

                                   ARTICLE XVI

                               TENANT IMPROVEMENTS

     Landlord  shall  repaint  the space and  recarpet  where  there is existing
carpet. Tenant shall be responsible for removing any furniture/cubicles in order
for Landlord to install the carpet.

     In addition,  Landlord shall remove the conference room and adjacent office
located in the office portion of the space. (See Attached Exhibit A)

                                       31

<PAGE>
















      IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be duly
executed, under seal, by persons hereunto duly authorized, in multiple copies,
each to be considered an original hereof, as of the date first set forth above.

                                     TENANT:



                                    By:____________________________________

                                    Its:_________________________________

                                    Date:_____________________



                                    LANDLORD:




                                    By:____________________________________
                                        Robert   F.   Tambone,    Trustee   as
                                        aforesaid and not individually

                                    Date:______________________

                                       32

<PAGE>


                                    EXHIBIT A

                                PLAN OF PREMISES




                                       33

<PAGE>


                                    EXHIBIT B

                               JANITORIAL SERVICES

                                134 FLANDERS ROAD
                           WESTBOROUGH, MASSACHUSETTS

I. Cleaning

     A. Nightly Operations

          1. Tenant Areas

               a. Empty all waste  receptacles  and replace  liners (as needed).
                  Wash receptacles as necessary.
               b. Vacuum all rugs and carpeted areas.
               c. Sweep/dry mop floors.
               d. Damp mop floors.
               e. Dust furniture including  uncluttered desks,  credenzas,  file
                  cabinets, partition tops to arm height.
               f. Spot-clean doors, door frames, window sills, switch plates And
                  entrance glass.

          2. Lavatories

               a. Sweep and wash floors with disinfectant.
               b. Wash both sides of toilet seats with disinfectant.
               c. Wash all mirrors, basins, bowls, urinals.
               d. Spot-clean toilet partitions.
               e. Refill toilet tissue, towel and soap dispensers.

          3. Public Areas

               a. Wipe  down  entrance  doors  and  clean  glass  (interior  and
                  exterior).
               b. Vacuum elevator carpets and wipe down doors and walls.
               c. Empty trash receptacles and replace liners.
               d. Empty and damp-wipe cigarette receptacles.
               e. Spot clean: Interior class, doors and door frames.
               f. Clean and disinfect water fountains.
               g. Vacuum carpeting.
               h. Sweep/dry mop floors
               i. Damp mop floors.

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<PAGE>

     B. General

          1. Window washing will be done twice per year.
          2. Abnormal waste removal (e.g.,  computer  installation  paper,  bulk
             packaging,  wood   or  cardboard   crates,  refuse  from  cafeteria
             operation, etc.) Shall be Tenant's responsibility.
          3. Carpets and tile floor cleaning shall be Tenant's responsibility.

III. Relamping of Light Fixtures

     Tenant will reimburse Landlord for relamping,  ballasts and starters within
     the Premises on building standard  lighting;  all other lighting,  shall be
     handled by Tenant exclusively.

IV.  Electricity

     Tenant shall pay for all electricity  consumed in Tenant's space for plugs,
     power and lights,  and gas for heating.  (tenant  shall arrange for utility
     services directly from utility provider).

     To the extent  Tenant is not billed  directly by the utility  provider  for
     electricity consumed in the premises, Tenant shall pay to Landlord, for all
     electricity  consumed in the premises,  the actual cost of such electricity
     as measured by a check meter  serving the  premises.  In  addition,  Tenant
     shall be responsible for its Pro Rata Share of all common area  electricity
     for the building.

                                       35

<PAGE>


                                    EXHIBIT C

                               OPERATING EXPENSES


Operating Expenses shall include:

1.   All expenses  reasonably  incurred by Landlord or  Landlord's  agents which
     shall be directly  related to employment of  personnel,  including  amounts
     incurred for wages, salaries and other compensation for services,  payroll,
     social  security,  unemployment and similar taxes,  workmen's  compensation
     insurance, disability benefits, pensions, hospitalization, retirement plans
     and group insurance, uniforms and working clothes and the cleaning thereof,
     and  expenses  imposed on Landlord  or  Landlord's  agents  pursuant to any
     collective  bargaining  agreement for the services of employees of Landlord
     or Landlord's agents in connection with the operation, repair, maintenance,
     cleaning,  management  and  protection of the Property,  and its mechanical
     systems including,  without limitation, day and night Building supervisors,
     the  Property  manager,   janitors,   carpenters,   engineers,   mechanics,
     electricians  and plumbers  but  excluding  any expenses for any  executive
     employees.

2.   The cost  reasonably  incurred  by Landlord  for  services,  materials  and
     supplies furnished or used in the operation, repair, maintenance, cleaning,
     management and protection of the Property.

3.   The cost of replacements for tools and other similar  equipment used in the
     repair, maintenance, cleaning and protection of the Property, provided that
     such costs shall be suitably  prorated,  over the generally accepted useful
     life of such tools.

4.   A management  fee equal to the amounts  customarily  charged by  management
     firms in the Boston area for similar properties  relating to the operation,
     repair, maintenance, cleaning and protection of the Property.

5.   Reasonable  expenses  incurred by Landlord in any real estate tax abatement
     proceeding.

6.   Premiums  incurred by Landlord for insurance  against damage or loss to the
     Building from such hazards as shall from time to time be generally required
     by  institutional  mortgagees  in the Boston area for  similar  properties,
     including,  but not by way of limitation,  insurance  covering loss of rent
     attributable  to any such  hazards,  and  public  liability  insurance  and
     premiums for fidelity bonds covering persons having custody or control over
     funds or other property of Landlord relating to the Property.

7.   If,  during  the  Term  of  this  Lease,  Landlord  shall  make  a  capital
     expenditure which is necessary to meet the requirements of applicable laws,
     regulations  or  ordinances  or which is designed to increase the operating
     efficiency of the Building (which for purposes hereof,  shall mean that the

                                       36

<PAGE>

     aggregate cost savings  related to such capital  improvement can reasonably
     be  expected  to equal the  amount of such  capital  expenditure  (plus the
     interest  factor  hereinafter  referred to) within the  generally  accepted
     useful life of such  improvement),  the total cost of which is not properly
     includable  in Operating  Expenses for the  Operating  Year in which it was
     made, there shall  nevertheless be included in such Operating  Expenses for
     the Operating Year in which it was made and in Operating  Expenses for each
     succeeding   Operating   Year  the  annual   charge-off   of  such  capital
     expenditure.  Capital  Expenses  shall not reduce  Operative  Costs  unless
     amortized over use life.  Annual charge-off shall be determined by dividing
     the original  capital  expenditure by the number of years of useful life of
     the  improvement  made with the capital  expenditure,  and adding thereto a
     reasonable interest factor (taking into account the rate then being charged
     by  institutional  lenders  for loans to  finance  the item over its useful
     life) on the unamortized portion of the capital expenditure; and the useful
     life  shall  be  determined  reasonably  by  Landlord  in  accordance  with
     generally  accepted  accounting  principles  and practices in effect at the
     time of making such expenditure.

8.   Costs  incurred  by Landlord  for  electricity,  fuel,  water and sewer use
     charges,  and all other utilities supplied to the Property and fees for any
     public services rendered to the Property, except for those actually paid or
     reimbursed to Landlord by tenants of the Property.

9.   Betterment  assessments  provided the same are apportioned equally over the
     longest  period  permitted by law, and all sales and use taxes  relating to
     any items includable in Operating Expenses.

10.  Notwithstanding  the  foregoing,  Operating  Expenses shall not include the
     following:  (a) the cost of  repairs or  replacements  (i)  resulting  from
     casualty  losses or eminent  domain  takings  (other than the amount of any
     deductible) or (ii)  correcting  defects in design or  construction  of the
     Building;  (b) costs incurred due to violation by Landlord of the terms and
     conditions of any lease,  (c)  depreciation or amortization of the Building
     or any part thereof;  (d) replacement or contingency  reserves;  (e) ground
     lease  rents or  payment of any debt or equity  obligations;  (f) legal and
     other  professional  fees relating to negotiations  with tenants,  leasing,
     financing  or  other   services  not  related  to  the  normal   operation,
     maintenance, cleaning, repair and protection of the Property; (g) brokerage
     fees and commissions; (h) the cost of special services rendered to Building
     tenants which are directly chargeable to such tenants; and (i) expenses for
     renovating tenant space to Exhibit OC or incurred for the sole benefit of a
     particular tenant. Operating Expenses shall be reduced by the amount of any
     proceeds,  awards,  payments,  guarantees,  credits or reimbursements which
     Landlord actually receives and which are applicable to Operating  Expenses,
     less the cost reasonably incurred in recovering such amount.

     The preceding list is for  definitional  purposes only and shall not impose
     any  obligation  upon  Landlord  to incur such  expenses  or  provide  such
     service.

                                       37

<PAGE>





                                    EXHIBIT D

                              RULES AND REGULATIONS


1.   No sign, placard, picture, advertisement, name or notice shall be installed
     or  displayed  on any part of the  outside  or inside of the  Building,  if
     visible from  outside of the  Building or from a public  area,  without the
     prior  written  consent of the Landlord.  Landlord  shall have the right to
     remove,  at Tenant's  expense and without  notice,  any sign  installed  or
     displayed  in violation  of this rule.  All approved  signs or lettering in
     public  corridors shall be inscribed or affixed at the expense of Tenant by
     a person or vendor chosen by Landlord and in conformance  with the Building
     standard  signage  program.  In  addition,  Landlord  reserves the right to
     change  from  time to time the  format  of the  signs or  lettering  and to
     require previously approved signs or lettering to be appropriately altered.

2.   Tenant shall use and keep in place the Building  standard window  covering.
     Tenant shall not place  anything or allow  anything to be placed against or
     near any doors or windows  which may appear  unsightly,  in the  opinion of
     Landlord, from outside the Premises.

3.   Tenant shall not obstruct any sidewalks, halls, passages, exits, entrances,
     elevators  or  stairways  of the  Building.  The  halls,  passages,  exits,
     entrances, shopping malls, elevators,  escalators and stairways are not for
     the general  public,  and  Landlord  shall in all cases retain the right to
     control and prevent  access  thereto of all persons  whose  presence in the
     judgment  of  Landlord  would  be  prejudicial  to the  safety,  character,
     reputation and interests of the Building and its tenants.  However, nothing
     contained  herein shall be construed to prevent such access to persons with
     whom any tenant  normally  deals in the  ordinary  course of its  business,
     unless such  persons are  engaged in illegal  activities.  No tenant and no
     employee or invitee of any tenant shall go upon the roof of the Building.

4.   The directory of the Building will be provided  exclusively for the display
     of the name and location of tenants only and Landlord reserves the right to
     exclude  any  other  names  therefrom.  One entry in the  directory  of the
     building shall be provided.

5.   All  cleaning  services  for the  Premises  shall be  arranged  exclusively
     through  the  Landlord.  Tenant  shall not cause any  unnecessary  labor or
     service by  carelessness  or indifference to the good order and cleanliness
     of the Premises, however occurring.

6.   If  Tenant  requires  telegraphic,  telephonic,  burglar  alarm or  similar
     services, it shall first obtain, and comply with,  Landlord's  instructions
     for their installation.

                                       38

<PAGE>

7.   No equipment,  materials,  furniture, packages, supplies, or other property
     will be received in the Building or carried in the elevators except between
     such  hours  and  in  such  elevators  as may be  designated  by  Landlord.
     Furniture,  equipment or supplies shall be moved in and out of the Building
     only during such hours,  and in such  manner as  reasonably  designated  by
     Landlord.

8.   Tenant shall not waste electricity, water or air conditioning. Tenant shall
     keep corridor doors closed.

9.   Landlord reserves the right to exclude from the Building during nonbusiness
     hours as  defined by  Landlord,  any person  unless  that  person has a key
     issued by Landlord at Tenant's written request. Tenant shall be responsible
     for all persons  for whom it requests  keys and shall be liable to landlord
     for all acts of such  persons.  Landlord  shall not be liable  for  damages
     absent the willful misconduct or gross negligence of its agents,  employees
     or contractors,  for any error with regard to the admission to or exclusion
     from the Building of any person.

10.  Tenant shall close and lock the doors of its Premises and entirely shut off
     all water faucets or other water apparatus, electricity, gas or air outlets
     before  Tenant  and its  employees  leave  the  Premises.  Tenant  shall be
     responsible  for any  damage or  injuries  sustained  by other  tenants  or
     occupants  of the  Building or by  Landlord  for its failure to comply with
     this rule.

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

12.  Tenant shall not install any radio or television  antenna,  loudspeaker  or
     other device on the roof or exterior  walls of the  Building.  Tenant shall
     not interfere with radio or television broadcasting or reception from or in
     the Building or elsewhere.

13.  Except as approved by Landlord,  Tenant shall not mark, drive nails,  screw
     or drill  into  partitions,  woodwork  or  plaster or in any way deface the
     Premises.  Tenant  shall not cut or bore holes for wires.  Tenant shall not
     affix any floor  covering to the floor of the Premises in any manner except
     as approved by  Landlord.  Tenant shall  repair any damage  resulting  from
     noncompliance with this rule.

14.  Tenant shall not install, maintain or operate upon the Premises any vending
     machines (except those which dispense only packaged products) or video game
     machines.

                                       39

<PAGE>

15.  Tenant shall store all its trash and garbage  within its  Premises.  Tenant
     shall not place in any trash box or receptacle any material which cannot be
     disposed  of in the  ordinary  and  customary  manner of trash and  garbage
     disposal.  All garbage and refuse disposal shall be made in accordance with
     directions issued from time to time by Landlord.

16.  No cooking shall be done or permitted by any Tenant in the Premises, except
     that use of Underwriters' Laboratory approved equipment for brewing coffee,
     tea, hot chocolate and similar  beverages and for reheating food cooked off
     of the Premises shall be permitted, provided that such equipment and use is
     in accordance  with all  applicable  federal,  state and city laws,  codes,
     ordinances, rules and regulations.

17.  Tenant shall not use in the Building any hand trucks except those  equipped
     with the  rubber  tires  and side  guards or such  other  material-handling
     equipment  as  Landlord  may  approve.  Tenant  shall  not  bring any other
     vehicles of any kind in to the Building.

18.  Tenant  shall not use the name of the  Building  in  connection  with or in
     promoting or advertising the business of Tenant except as Tenant's address,
     or in any way impair the Building's reputation.


19.  Tenant  shall  pay on demand  the cost of  replacement  of any glass  doors
     broken in or on the perimeter of the Premises during the continuance of the
     Lease,  unless the glass  shall be broken by  Landlord,  its  employees  or
     agents.

20.  The  requirements  of Tenant  will be  attended  to only  upon  appropriate
     application  to the office of the  Building  by an  authorized  individual.
     Employees of Landlord shall not perform any work or do anything  outside of
     their regular duties unless under instructions from Landlord.

21.  Landlord may waive any one or more of these Rules and  Regulations  for the
     benefit of any particular tenant or tenants, but no such waiver by Landlord
     shall be  construed as a waiver of such Rules and  Regulations  in favor of
     any other tenant or tenants, nor prevent Landlord from thereafter enforcing
     any such Rules and Regulations.

22.  No animals, vehicles or bicycles shall be allowed in the Building.

23.  The use of  oil,  gas or  inflammable  liquids  for  heating,  lighting  or
     cleaning or any other purpose is expressly  prohibited.  Explosive or other
     articles deemed hazardous shall not be brought into the Building.

24.  Canvassing,  soliciting  and peddling in or about the Building is expressly
     prohibited.

                                       40

<PAGE>

25.  Tenant shall not permit any portion of the Premises to be used as an office
     for a public stenographer or typist, or as a barber or manicure shop, or as
     an employment bureau.

26.  Vendors or caterers making deliveries to the Building of food, beverages or
     the like shall be subject to exclusion  from the Premises by Landlord based
     on Landlord's reasonable determination that such vendors or caterers should
     be excluded from the Building.

27.  No space shall be used for  lodging,  manufacturing,  storage of or sale of
     merchandise,  goods or  property  of any kind or any  other  business  that
     involves patronage from the general public.

28.  For the benefit of all tenants, Landlord shall have the right to reasonably
     limit elevator use during peak use hours.

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

                                       41

<PAGE>


                               CLERK'S CERTIFICATE

     I,  _________________________,  do  hereby  certify  that I am the Clerk of
______________________  (the "Corporation),  a ____________ corporation with its
principal place of business at _____________________,  and that I have been duly
elected and am presently  serving in that capacity in accordance with the Bylaws
of the Corporation.

     I further certify that by unanimous written consent of the directors of the
Corporation, votes in the form of Exhibit A attached hereto were duly adopted by
all present at a meeting of said  directors  duly called and as to which  notice
was duly given as required by law and the By-laws of the Corporation.  The votes
as specified are presently in full force and effect and have not been revoked or
rescinded as of the date hereof.

     I further  certify  that as of this date the  following is the current duly
elected and acting officer of the Corporation who is authorized  pursuant to the
attached votes.


            -----------------------------: ------------------------
            Name                                         Title


     IN  WITNESS  WHEREOF,  I have  hereunto  set my hand  and  the  seal of the
Corporation this ____ day of _______, 200__.


                              -------------------------------------
                                                            , Clerk



[CORPORATE SEAL]

                                       42

<PAGE>


                                    EXHIBIT A


VOTED:  That the  Corporation  be authorized on the signature of its  President,
______________________,  to enter  into a  leasing  arrangement  with  Robert F.
Tambone  as  Trustee  of the MAT  Realty  Trust  u/d/t  dated  June 4, 1986 (the
"Landlord") in respect of the Building  known as134 Flanders Road,  Westborough,
Massachusetts, as evidenced by a lease (the "Lease") for same.

VOTED:  That the Lease in the form  submitted  by the  Landlord be and is hereby
approved,  and that the named President is hereby  authorized to execute,  seal,
and deliver such document on behalf of the Corporation with such changes therein
as such officer so acting may deem  necessary or  desirable,  the  execution and
delivery  thereof to be conclusive  evidence that the same have been  separately
authorized by the Directors of the Corporation.

VOTED: That the President of the Corporation is hereby authorized to execute and
deliver such other documents, instruments, and certificates and to do such other
acts as may be  necessary or desirable  to  consummate  the leasing  arrangement
approved above,  the execution and delivery thereof or the doing of any such act
to be the  conclusive  evidence  that such has been  separately  approved by the
Directors of the Corporation.

                                       44

</TEXT>
</DOCUMENT>
