ASPECT MEDICAL SYSTEMS INC
SUBLEASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>4
<FILENAME>b37527amex10-24.txt
<DESCRIPTION>SUBLEASE AGREEMENT
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.24

                                    SUBLEASE

                                     BETWEEN

                           NEWTON TECHNOLOGY PARK LLC

                                   AS LANDLORD

                                       AND

                          ASPECT MEDICAL SYSTEMS, INC.

                                    AS TENANT

                                       OF

            PREMISES AT 141-143 NEEDHAM STREET, NEWTON, MASSACHUSETTS

                                OCTOBER 15, 1999

<PAGE>   2

                                TABLE OF CONTENTS

                                                                           Page

1.       Definitions.........................................................2
2.       Premises and Term; Master Lease.....................................6
   2.1     Premises; Master Lease............................................6
   2.2     Appurtenant Rights................................................7
   2.3     Landlord's Reservations...........................................7
   2.4     Parking...........................................................7
   2.5     Extension Option..................................................8
   2.6     Commencement Date.................................................8
   2.7     Expansion Option..................................................8
   2.8     Right of First Offer.............................................11
   2.9     Preparation of the Premises......................................12
   2.10    Prior Access.....................................................14
3.       Rent and Other Payments, Security Deposit..........................15
   3.1     Annual Fixed Rent................................................15
   3.2     Real Estate Taxes................................................15
   3.3     Operating Expense................................................17
   3.4     Directly Metered Utility Charges.................................18
   3.5     Above-standard Services..........................................19
   3.6     No Offsets.......................................................19
   3.7     Net Lease........................................................19
   3.8     Security Deposit.................................................19
4.       Alterations........................................................21
   4.1     Consent Required for Tenant's Alterations........................21
   4.2     Ownership of Alterations.........................................21
   4.3     Construction Requirements for Alterations........................22
   4.4     Payment for Tenant Alterations...................................22
   4.5     As Is............................................................23
5.       Responsibility for Condition of Premises, Landlord's Services......23
   5.1     Maintenance and Repair Obligations of the Landlord...............23
   5.2     Maintenance and Repair Obligations of Tenant, Surrender..........23
   5.3     Landlord's Services; Landlord Delay; Interruption................24
   5.4     ADA Compliance...................................................25
   5.5     Signage..........................................................25
   5.6     Trash Removal....................................................25
6.       Certain Covenants..................................................25
   6.1     Permitted Uses...................................................25
   6.2     Laws and Regulations and Other Compliance; Liens.................26
   6.3     Rules and Regulations............................................26
   6.4     Safety Compliance................................................27
   6.5     Landlord's Entry.................................................27
   6.6     Personal Property Tax............................................27
   6.7     Assignment and Subleases.........................................27

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7.       Indemnity and Insurance............................................29
   7.1     Tenant's Indemnity...............................................29
   7.2     Liability Insurance..............................................29
   7.3     Tenant's Risk....................................................30
   7.4     Property Insurance...............................................31
   7.5     Waiver of Subrogation............................................31
   7.6     Indemnity Procedural Provisions..................................31
8.       Casualty and Eminent Domain........................................33
   8.1     Restoration Following Casualties.................................33
   8.2     Termination Elections............................................33
   8.3     Casualty at Expiration of Lease..................................34
   8.4     Eminent Domain...................................................34
   8.5     Rent After Casualty or Taking....................................34
   8.6     Taking Award.....................................................35
9.       Default............................................................35
   9.1     Tenant's Default.................................................35
   9.2     Damages..........................................................36
   9.3     Cumulative Rights................................................36
   9.4     Landlord's Self-help.............................................37
   9.5     Enforcement Expenses.............................................37
   9.6     Late Charges and Interest on Overdue Payments....................37
   9.7     Consequential Damages............................................37
10.      Environmental Matters..............................................37
   10.1    Tenant's Use of Hazardous Materials..............................37
   10.2    Tenant's Environmental Indemnification...........................39
   10.3    Landlord's Environmental Indemnification.........................40
11.      Mortgagees' and Ground Lessors' Rights.............................40
   11.1    Subordination, Non-Disturbance and Attornment....................41
   11.2    Estoppel Certificates............................................41
12.      Miscellaneous......................................................41
   12.1    Notice of Lease..................................................41
   12.2    Notices..........................................................42
   12.3    Successors and Limitation on Liability of the Landlord...........42
   12.4    Waivers..........................................................42
   12.5    Acceptance of Partial Payments of Rent...........................42
   12.6    Interpretation and Partial Invalidity............................43
   12.7    Quiet Enjoyment..................................................43
   12.8    Brokerage........................................................43
   12.9    Surrender of Premises and Holding Over...........................43
   12.10   Exhibits.........................................................44
   12.11   Master Lease.....................................................44
   12.12   Retail Use.......................................................44
   12.13   Financial Information............................................44

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    EXHIBIT A  Basic Lease Terms ...........................................46
    EXHIBIT B  Legal Description of the Land................................48
    EXHIBIT C  Site Plan....................................................49
    EXHIBIT D  Floor Plan...................................................51
    EXHIBIT E  Rules and Regulations........................................53
    EXHIBIT F  Exclusions from Operating Expenses...........................58
    EXHIBIT G  Landlord's Work..............................................60
    EXHIBIT H  Master Lease and Assignment and Assumption Agreement.........62
    EXHIBIT I  Arbitration..................................................63
    EXHIBIT J  List of Chemicals and Related Memorandum.....................65



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                                    SUBLEASE

     THIS SUBLEASE (this "Lease") is entered into as of October 15, 1999 by and
between NEWTON TECHNOLOGY PARK LLC, a Delaware limited liability company(the
"Landlord"), and ASPECT MEDICAL SYSTEMS, INC., a Delaware corporation (the
"Tenant").

     In consideration of the mutual covenants herein set forth, the Landlord and
the Tenant do hereby agree to the terms and conditions set forth in this Lease.

1.   DEFINITIONS. The following terms have the meanings indicated or referred to
     below.

     "ACCEPTANCE NOTICE" - See SECTION 2.8.

     "ADDITIONAL RENT" means all charges payable by the Tenant pursuant to this
Lease other than Annual Fixed Rent, including, without implied limitation, the
Tenant's Tax Expense Allocable to the Premises payable pursuant to SECTION 3.2;
the Tenant's Operating Expenses Allocable to the Premises payable pursuant to
SECTION 3.3; and amounts payable for special services pursuant to SECTION 3.5.

     "ALLOWANCE" - See SECTION 2.9.

     "ANNUAL FIXED RENT"- See EXHIBIT A.

     "BASE BUILDING SYSTEMS" - See SECTION 5.2.

     "BUILDING N1" - See Section 2.7.

     "BUILDINGS" means, collectively, the three presently existing buildings on
the Land known as Building N1, Building N2 and Building N3, respectively, as
shown on the Site Plan, and any additions to existing Buildings or any other
buildings constructed in the future on the Land, other than accessory
structures.

     "COMMENCEMENT DATE" - See SECTION 2.6.

     "ENVIRONMENT" shall mean soil, surface waters, groundwaters, land, stream
sediments, surface or subsurface strata, ambient air, and any environmental
medium.

     "ENVIRONMENTAL LAWS" means all federal, state or local laws, ordinances,
rules, regulations, or policies whether now or hereafter enacted, applicable to
the Premises and/or the Tenant's use or occupancy of the Premises or the
Tenant's activities on or about the Premises, and governing the use, clean-up,
storage, treatment, transportation, manufacture, refinement, handling,
production or disposal of Hazardous Materials, including, without limitation:
the Comprehensive Environmental Response, Compensation and Liability Act of 1980
(42 U.S.C. Sec. 9601, ET SEQ.,) as amended by the Superfund Amendment and
Reauthorization Act; the Solid Waste Disposal Act (42 U.S.C. Sec. 6901 ET SEQ.);
the Hazardous Materials Transportation Act (49 U.S.C. Sec. 1801, ET SEQ.); the
Toxic Substances Control Act; the Resource Conservation and Recovery Act; the
Federal Clean Water Act; Massachusetts General Laws Chapter 21C and 21E; and any
amendments thereto and any regulations adopted and publications promulgated
pursuant

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thereto, or any other environmental or health and safety-related law,
regulation, rule, ordinance, or by-law at the federal, state, or local level,
applicable to the Premises and/or Tenant's use or occupancy of the Premises or
the Tenant's activities on or about the Premises, whether existing as of the
date hereof, previously enforced, or subsequently enacted.

     "EXERCISE NOTICE" - See SECTION 2.7.

     "EXPANSION OPTION" - See SECTION 2.7.

     "EXPANSION SPACE" - See SECTION 2.7.

     "EXTENSION TERM" - See SECTION 2.5.

     "EXTERNAL CAUSES" means any of the following: Acts of God, war, civil
commotion, fire, flood or other casualty, strikes or other extraordinary labor
difficulties, shortages of labor or materials or equipment in the ordinary
course of trade, government order or regulations or other cause not reasonably
within the control of the party in question, and not due to the fault or neglect
of such party, excluding, however, inability to pay obligations as they become
due.

     "FIRST EXPANSION COMMENCEMENT DATE" - See SECTION 2.7.

     "FIRST EXPANSION SPACE" - See SECTION 2.7.

     "FIRST OFFER COMMENCEMENT DATE" -See SECTION 2.8.

     "FIRST OFFER SPACE" - See SECTION 2.8.

     "GOOD STANDING" shall have the following meaning: Tenant shall be deemed to
be in "Good Standing" if, as of a given point in time: (a) there exists no Event
of Default; (b) this Lease is in full force and effect, (c) the Tenant shall not
have assigned this Lease other than as an Affiliated Assignment as hereinafter
defined, and there shall not then be in effect any sublease or subleases other
than an Affiliate Transfer either (i) with respect to more than thirty-three
percent (33%) of the original Premises or (ii) having a term of more than three
(3) years, (d) there is no Material Adverse Change in the financial status of
Tenant, and (e) not more than two cured and/or uncured Events of Default of a
material nature shall have occurred during any twelve (12) month period during
the Term of this Lease (any of which conditions described in clauses (a), (b),
(c), (d) and (e) may be waived by the Landlord in writing at any time in
Landlord's sole discretion). For purposes of this paragraph, a Material Adverse
Change in the financial status of Tenant shall be deemed to have occurred in the
event of the following: (i) with respect to the First Expansion Space provided
for under Section 2.7 hereunder, the Losses shown on Tenant's financial
statements for calendar year 1999 shall show no less than a twenty-five percent
(251/6) reduction from the losses shown in Tenant's 1998 financial statements,
and, similarly, the losses for Tenant in its financials for calendar year 2000
shall show no less than a twenty five percent (25%) reduction from the losses
show in Tenant's 1999 financial statements; (ii) with respect to the Second
Expansion Space provided for under Section 2.7 hereunder, the requirements of
clause (i) of this sentence shall be satisfied and the Tenant shall have
received during calendar year 2000 a capital infusion of no less than ten (10)
million dollars ($10,000,000.00); and(iii) with respect to the First Offer Space
provided for under Section 2.8 hereof and the Extension

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Option provided for under Section 2.5 hereof, the requirements of clauses (i)
and (ii) of this sentence must be satisfied if Tenant is seeking to exercise its
First Offer rights prior to January 1, 2001, and otherwise as to the First Offer
Space and Extension Option Tenant must maintain a net worth of no less than
fifteen million dollars ($15,000,000.00) for the fiscal years ending December
31, 2000 and 2001 and of no less than twenty-five million dollars
($25,000,000.00) at all times after December 31, 2001 and the Tenant must be
"profitable" for each of its fiscal years commencing as of January 1, 2001 as
evidenced by its audited financial statements prepared consistently with
generally accepted accounting practices.

     "HAZARDOUS MATERIALS" means any pollutants, contaminants, hazardous wastes,
toxic substances, oil or petroleum products, or hazardous substances as defined
in or pursuant to any Environmental Law, including, without limitation, any
asbestos, PCB's, any toxic, noxious, or radioactive substances, methane,
volatile hydrocarbons, industrial solvents, petroleum products, or any other
materials or substances which could cause or constitute a health, safety or
other environmental hazard to any person or property.

     "INITIAL TERM" - See EXHIBIT A.

     "INTEREST RATE" means the variable rate of interest from time to time
announced by The BankBoston, N.A. (or its successor) as its base rate or, if
such rate can no longer be determined, the variable rate of interest from time
to time announced by a major commercial bank with administrative offices in
Boston, Massachusetts selected by the Landlord as its base or prime rate.

     "LAND" means the land situated in Newton, Massachusetts, described in
EXHIBIT B.

     "LANDLORD RESPONSIBLE PARTIES" - See SECTION 7.1.

     "LANDLORD'S ADDRESS" - See EXHIBIT A.

     "LANDLORD'S WORK" - See SECTION 2.9.

     "LEASE YEAR" means each period of one year during the Tern commencing on
the Commencement Date or on any anniversary thereof, or, if the Commencement
Date does not fall on the first day of a calendar month, the first Lease Year
shall consist of the partial calendar month following the Commencement Date and
the succeeding 12 full calendar months, and each succeeding Lease Year shall
consist of a one-year period commencing on the first day of the calendar month
following the calendar month in which the Commencement Date fell.

     "MAJOR ALTERATIONS" - See SECTION 4.1.

     "MASTER LANDLORD" means the Lessor from time to time under the Master
Lease.

     "MASTER LEASE" - means that certain Lease between Second Bromfield
Properties, Inc., as Lessor, and Honeywell Inc., as Lessee, of the Property
dated as of July 25, 1967, and under which, as of the date of this Lease, the
Lessor is Wellford Corp., and the Lessee is Landlord. A copy of the Master Lease
is attached hereto as EXHIBIT H. A copy of the Assignment and

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Assumption Agreement by which Landlord became the Lessee under the Master Lease
is also attached hereto as part of Exhibit H.

     "MINOR ALTERATIONS" - See SECTION 4.1.

     "OFFERING NOTICE" - See SECTION 2.8.

     "PERMITTED USES" - See EXHIBIT A.

     "PREMISES" means Building N2, as shown on the floor plan attached thereto
as EXHIBIT D, consisting of approximately 61,609 square feet of Rentable Floor
Area.

     "PROPERTY" means the Land and the Buildings.

     "PROPERTY COMMON AREAS" means the parking lot, walkways, driveways,
sidewalks and landscaped areas located on those portions of the Property outside
of the Buildings from time to time, and those portions of the Buildings, if any,
which serve the Property as a whole from time to time, such as but not limited
to any cafe or cafeteria and those areas required for access to the Premises. In
no event shall the Property Common Areas include any portion of the Property
that is under construction.

     "REFUSAL NOTICE" - See SECTION 2.8.

     "RELEASE" shall mean any releasing, spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, disposing, or
dumping into the Environment.

     "RENTABLE FLOOR AREA" means the area within the Buildings pursuant to which
rental calculations are made.

     "RIGHT OF FIRST OFFER" - See SECTION 2.8.

     "RULES AND REGULATIONS" - See SECTION 6.3.

     "SECOND EXPANSION COMMENCEMENT DATE" - See SECTION 2.7.

     "SECOND EXPANSION SPACE" - - See SECTION 2.7.

     "SECURITY DEPOSIT" - See SECTION 3.8.

     "SITE PLAN" means the site plan of the Property attached hereto as EXHIBIT
C.

     "TENANT RESPONSIBLE PARTIES" means the Tenant and Tenant's agents,
contractors, licensees, invitees, servants, employees, sublessees, assignees and
others for whom the Tenant is legally responsible.

     "TENANT'S ADDRESS FOR NOTICES" - See EXHIBIT A.

     "TENANT'S PLANS" - See SECTION 2.9.

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<PAGE>   9

     "TENANT'S PROPORTIONATE SHARE" - The Rentable Floor Area of the Premises
(agreed at present to be 61,609 square feet) divided by the total Rentable Floor
Area of the Buildings, agreed to be currently 160,042, with the resulting
Tenant's Proportionate Share at present of Thirty-Eight and Fifty/100 percent
(38.50%).

     "TENANT'S WORK"- See SECTION 2.9.

     "TERM" means the Initial Term, together with any Extension Term if the
Initial Term is extended by the Tenant pursuant to Section 2.5.

     "THREAT OF RELEASE" shall mean a substantial likelihood of a Release which
requires action to prevent or mitigate damage to the Environment which may
result from such Release.

2.   PREMISES AND TERM; MASTER LEASE.

     2.1  PREMISES; MASTER LEASE. The Landlord hereby leases to the Tenant, and
the Tenant hereby leases from the Landlord, for the Term, the Premises. The
Tenant acknowledges that there have been no representations or warranties made
by or on behalf of the Landlord with respect to the Premises or the Property, or
with respect to the suitability of either of them for the conduct of the
Tenant's business. The Premises shall include the following fixtures and
equipment presently located in the Premises: the environmental chamber, the
vacuum system, the warehouse racking, the machine/white shop and the 50 Hertz
generator. The Premises shall not include, and the Landlord shall remove prior
to the Commencement Date, the air compressor currently located in the Premises.
This Lease is subject and subordinate to all the provisions of the Master Lease
and the Tenant shall not knowingly perform any act or omit to perform any act
that will violate any of the provisions of the Master Lease, nor shall the
Tenant intentionally or unintentionally violate the terms of Sections 4(b) or of
the "provided that" clause of Section 5(c) of the Master Lease but the Tenant
shall only be obligated to perform those obligations specified in this Lease.
Tenant shall not be deemed to have violated the Terms of the Master Lease for a
failure to act unless the act it has not taken is either required under the
terms of this Lease or unless Tenant has received a written notice not
inconsistent with the Terms of this Lease requiring it to take an action that it
might otherwise be required to take under either this Lease or the Master Lease.
A true and complete copy of the Master Lease is attached hereto as Exhibit H.
The Landlord agrees to exercise all extension options under the Master Lease
necessary to keep the Master Lease in full force and effect throughout the term
of this Lease, and not to exercise any right to terminate the Master Lease such
that the Master Lease will terminate at any time during the term of this Lease
for any reason, including, without limitation, on account of a casualty or
condemnation event, unless pursuant to the terms of this Lease the Landlord has
the right to terminate this Lease on account of such reason or event. In
amplification and not in limitation of the foregoing, in no event shall the
Landlord exercise the right of termination set forth in Article 13 of the Master
Lease such that the Master Lease will terminate at any time during the term of
this Lease. If the Master Lease terminates, this Lease shall terminate, and the
parties shall be relieved from all liabilities and obligations under this Lease;
provided, however, that if this Lease terminates as a result of a default of one
of the parties under this Lease or the Master Lease or both, the defaulting
party shall be liable to the non-defaulting party for all damage suffered by the
non-

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defaulting party as a result of the termination, excluding any indirect or
consequential damages; provided, further, that if the Master Lease terminates as
a result of the acquisition of the ownership of the fee interest in the Property
by the Landlord, notwithstanding the foregoing, this Lease shall remain in full
force and effect, subject to the remaining terms and conditions hereof, and the
Landlord shall recognize the Tenant as the tenant under this Lease, and the
Tenant shall attorn to the Landlord as landlord under this Lease.

     2.2  APPURTENANT RIGHTS. The Tenant shall have, as appurtenant to the
Premises, the nonexclusive right to use the Property Common Areas in common with
others, subject to the Rules and Regulations.

     2.3  LANDLORD'S RESERVATIONS. The Landlord expressly reserves the right
from time to time to alter or relocate any Property Common Area. The Landlord
shall give the Tenant reasonable prior notice (except in the event of emergency)
before exercising its rights under this Section 2.3 which require access to
and/or through the Premises, and the Landlord shall, in any event, exercise
diligent, commercially reasonable efforts to minimize any interference with the
Tenant's use of the Premises and to avoid undue interference with the Tenant's
use of the Property Common Areas in connection with exercising its rights under
this Section 2.3. In no event shall the Premises be decreased in size or
otherwise altered in a fashion that would adversely affect the Tenant's use
thereof as a result of the Landlord's exercise of such rights. The Landlord
further expressly reserves the right to access to and/or through the Premises
upon no less than 24 hour prior notice (except that no prior notice shall be
required in an emergency) for purposes of inspecting the Premises and otherwise
exercising the Landlord's rights as granted hereunder and performing any
obligations which have been undertaken by the Landlord under this Lease,
provided that the Landlord uses diligent, commercially reasonable efforts to
minimize interference with the Tenant's use of the Premises in connection
therewith.

     2.4  PARKING. The Landlord shall provide parking for not less than 214 cars
for use at all times by the Tenant's employees, business invitees and visitors
in the parking lots on the Land. The Tenant's use of the parking lots shall be
in common with the Landlord and others entitled thereto from time to time, and
the Tenant's parking spaces shall not be reserved spaces; provided, however,
that the Landlord shall allow the Tenant to designate the parking spaces
immediately contiguous to the southerly wall of the Building N-2 and the
tangential wall along the Needham Street side of Building N-2 as shown on
Exhibit C hereto (which spaces shall constitute a portion of the 214 spaces
provided hereunder) as reserved parking spaces for which Landlord shall provide
signs, and provided further that at all times said 214 spaces shall be available
to Tenant, but Landlord shall use reasonable efforts to monitor and enforce the
availability of such spaces and Landlord may relocate said reserved parking
spaces from time to time. The Tenant agrees that it and all persons claiming by,
through and under it, shall at all times abide by the Rules and Regulations
which pertain to the use of the parking facilities. Landlord shall have the
right to reconfigure Tenant's reserved parking as long as the number of reserved
parking spaces does not decrease by more than ten percent (10%) and as long as
the total number of space available to Tenant at all times remains at 214. Any
relocated reserved parking spaces shall either be contiguous to the Building or
shall be those spaces located most closely to the Building.

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     2.5  EXTENSION OPTION. Provided that at the time the Tenant gives notice of
the exercise of its rights under this Section 2.5, and at the time the Term
would have otherwise expired but for the exercise of such rights, the Tenant is
in Good Standing, the Tenant shall have the right to extend the Term hereof (the
"Extension Option") for two (2) successive periods of five (5) years each (each,
an "Extension Term"). The Tenant shall have no right to exercise the Extension
Option for the second Extension Term unless the Tenant has exercised the
Extension Option for the First Extension Term. The Extension Option shall be
exercised by notice given by the Tenant to the Landlord at least twelve (12)
months prior to the expiration of the Initial Term, or, in the case of the
second Extension Term, twelve (12) months prior to the expiration of the first
Extension Term. Upon the Tenant's giving such notice, this Lease and the Term
hereof shall be extended for the applicable Extension Term without the necessity
of execution of any additional documents. Each Extension Term shall be upon all
the terms, conditions and provisions of this Lease, except that the Annual Fixed
Rent during the Extension Term shall be the fair market rental value (the "Fair
Rental Value") of the Premises as of the commencement of such Extension Term,
determined as provided below, but in no event shall the Annual Fixed Rent for
the Extension Term be less on a per rentable square foot basis than the Annual
Fixed Rent for the immediately preceding portion of the Initial Term or the
first Extension Term, as the case may be, for the office portion of the original
Premises, and in each case, the Tenant shall have no option to extend the Term
for any further Extension Terms beyond the two provided for by this Section 2.5.
The term "Fair Rental Value" shall mean the market rental value per annum. The
Landlord shall exercise reasonable and good faith judgment in establishing the
Fair Rental Value of the Premises for the Extension Term and, if not agreed upon
by the Tenant prior to the date that is nine (9)months prior to the date on
which the Extension Term is to commence, such Fair Rental Value shall be
determined in accordance with the arbitration procedure set forth in Exhibit 1.
If the applicable Fair Rental Value has not been determined as of the date the
same is to become effective, the Tenant shall pay Annual Fixed Rent at the rate
quoted by the Landlord as the Fair Rental Value until such determination is
made. In the event it shall subsequently be determined that the Fair Rental
Value quoted (and reasonably determined) by the Landlord was in excess of the
Fair Rental Value, the Landlord shall credit the amount of such overpayment
against the next installments of Annual Fixed Rent. In the event it shall
subsequently be determined that the Fair Rental Value quoted by the Landlord was
less than the Fair Rental Value, the Tenant shall promptly pay the difference to
the Landlord.

     2.6  COMMENCEMENT DATE. The commencement date of the Term (the
"Commencement Date") shall be January 1, 2000 or such earlier date as the Tenant
may occupy any substantial portion of the Premises for the conduct of its
business as opposed to preparing the Premises for occupancy. However, Tenant
shall commence the payment of Real Estate Taxes pursuant to Section 3.2 hereof
and of Operating Expenses pursuant to Section 3.3 hereof as of December 1, 1999.

     2.7  EXPANSION OPTION.

          (a)  OPTION. Provided that at the time the Tenant gives notice of the
exercise of its rights under this SECTION 2.7, and at the time the Term is to
commence with respect to the applicable Expansion Space (as hereinafter
defined), the Tenant is in Good Standing, the Tenant shall have the right to
expand the Premises (the "EXPANSION OPTION") as hereinafter provided.

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<PAGE>   12

          (b)  Exercise. If the Tenant wishes to exercise the Expansion Option,
the Tenant shall give notice of the Tenant's election (the "EXERCISE NOTICE") on
or before July 1, 2000 to the Landlord and to Polaroid Corporation at both 784
Memorial Drive, Cambridge, Massachusetts 02139 Attn: General Counsel and 920
Winter Street, Waltham, Massachusetts 02451, Attn: David Wellons. If the Tenant
timely gives the Exercise Notice, the Landlord and the Tenant shall enter into a
written amendment to this Lease incorporating the First Expansion Space (as
hereinafter defined) into the Premises demised hereunder within fifteen (15)
days following the Landlord's delivery to the Tenant of such written amendment,
which shall provide:

               (i)  the First Expansion Space shall be demised to the Tenant
          commencing July 1, 2001 (the "FIRST EXPANSION COMMENCEMENT DATE"), and
          the Landlord shall deliver the First Expansion Space to the Tenant on
          such date;

               (ii) the First Expansion Space shall be leased by the Tenant in
          its "As Is" condition, without any tenant improvements or allowance or
          consideration therefor made by the Landlord;

               (iii) the Annual Fixed Rent for the Expansion Space shall be the
          Fair Rental Value (determined as otherwise provided in Section 2.5
          hereof) of the First Expansion Space for the remainder of the then
          applicable Term and shall be adjusted to its then Fair Rental Value as
          of the commencement of any subsequent Extended Term, pursuant to
          SECTION 2.5. If the determination of Fair Rental Value has not been
          made at the time the amendment is entered into, the amendment may
          provide for future determination as hereinafter provided;

               (iv) the Tenant shall pay Additional Rent for the First Expansion
          Space equal on a per rentable square foot basis to the Additional Rent
          payable for the balance of the Premises;

               (v)  the First Expansion Space shall be leased to the Tenant for
          a term commencing on the First Expansion Commencement Date and ending
          on the expiration or earlier termination of the Term of this Lease as
          it may or may not be extended pursuant to Section 2.5 hereof, and

               (vi) the Tenant's lease of the First Expansion Space otherwise
          shall be on substantially the same terms and conditions applicable to
          the Premises under this Lease, modified by such reasonable provisions
          as may be necessary to accommodate the fact that the First Expansion
          Space is in a multi-tenant building instead of a single tenant
          building.

          (c)  FAIR RENTAL VALUE. The Landlord shall notify the Tenant of the
Landlord's determination of the Fair Rental Value of the First Expansion Space
for the balance of the Term then in effect no later than August 1, 2000. If the
Tenant disagrees with such determination, the Tenant shall so notify the
Landlord in writing by no later than September 1, 2000, in which event such Fair
Rental Value shall be determined in accordance with the procedure set forth in
Exhibit I hereto.

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<PAGE>   13

          (d)  SECOND EXPANSION SPACE. In the event that the Tenant exercises
the Expansion Option with respect to the First Expansion Space, and the First
Expansion Space is incorporated into the Premises as provided herein, then the
Tenant shall have the right to exercise the Expansion Option as to the Second
Expansion Space (as hereinafter defined), as hereinafter provided. The Tenant's
right to exercise the Expansion Option as to the Second Expansion Space shall be
subject to the same terms and conditions as the Tenant's right to exercise the
Expansion Option with respect to the First Expansion Space, except that the
Tenant's Exercise Notice with respect to the Second Expansion Space shall be
given on or before July 1, 2001, and the Second Expansion Space shall be
demised to the Tenant commencing by no later than July 1, 2002 (the "SECOND
EXPANSION COMMENCEMENT DATE"), and the Landlord shall deliver the Second
Expansion Space to the Tenant on or before such date.

          (e)  WAIVER. In the event that (i) the Tenant fails to timely give the
Landlord an Exercise Notice, or (ii) the Tenant fails to enter into a written
amendment to this Lease with respect to the applicable Expansion Space within
fifteen (15) business days following Landlord's delivery to Tenant of such
written amendment, then, absent the Tenant's bad faith, the Tenant shall be
entitled to a second and final notice from Landlord and if Tenant has failed to
enter into the aforesaid written amendment within five (5) days thereafter,
absent the Landlord's bad faith, then, in the case of either (i) or (ii) Tenant
shall be deemed to have waived its rights under this Section 2.7 with respect to
the applicable Expansion Space. The Tenant shall execute for the benefit of the
Landlord and Polaroid a written statement evidencing the waiver or deemed waiver
of the Tenant's rights under this SECTION 2.7 following either of the
circumstances described in clauses (i) or (ii) of this PARAGRAPH (e) with
respect to all or either part of the Expansion Space, and if the Tenant fails to
execute such statement within ten (10) days after a written request from the
Landlord, then Landlord may execute such statement on the Tenant's behalf.

          (f)  EXPANSION SPACE. For purposes hereof, the "FIRST EXPANSION SPACE"
shall mean approximately 10,000 rentable square feet in the Building commonly
known as Building N1 ("BUILDING N1"). The space constituting the First Expansion
Space shall be designated by the Landlord on or before January 1, 2001. If the
First Expansion Space is not identified at the time the amendment provided for
by PARAGRAPH (b) above is entered into with respect thereto, the amendment shall
provide for later identification of the First Expansion Space. The First
Expansion Space shall be defined by the Landlord in its sole discretion, so long
as the Tenant is provided with reasonable access. The Second Expansion Space
shall consist of approximately a further 10,000 rentable square feet in Building
N1 designated by the Landlord and such space shall be contiguous to the First
Expansion Space. At the Landlord's sole election, the Landlord shall be entitled
to relocate the First Expansion Space in order to provide contiguous Second
Expansion Space to the Tenant. If the Landlord decides to relocate the First
Expansion Space as permitted hereunder, the Fair Rental Value of the First
Expansion Space shall not change unless the character of the relocated First
Expansion Space when considered as part of the entire combined First and Second
Expansion Spaces is not substantially equivalent in quality to the original
First Expansion Space. If the space is not substantially equivalent in quality
then the Fair Rental Value of the relocated First Expansion Space shall be
re-determined by agreement of the parties no later than three months prior to
the Second Expansion Commencement Date and failing such agreement it will be
determined in accordance with Exhibit I hereof, which re-determination is to be
effective as of the actual date of relocation. The space constituting the Second
Expansion Space shall be designated by the Landlord on or before

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<PAGE>   14

January 1, 2002. If the Second Expansion Space is not identified at the time of
the amendment provided for by PARAGRAPH (b) above is entered into with respect
thereto, the amendment shall provide for later identification of the Second
Expansion Space. The Second Expansion Space shall be defined by the Landlord in
its sole discretion, so long as the Tenant is provided with reasonable access.
The First Expansion Space and the Second Expansion Space are sometimes referred
to herein collectively or generically as the "EXPANSION SPACE." The cost of
construction of demising walls and of any further submetering in connection with
the Expansion Space shall be borne by Tenant, except in the case of the
relocation of the First Expansion Space in which case Landlord shall pay for the
demising walls and submetering of the relocated First Expansion Space.

     2.8  RIGHT OF FIRST OFFER.

          (a)  NOTICE OF AVAILABLE SPACE. Provided that the Tenant is in Good
Standing at the time that the Landlord is obligated to send an Offer Notice (as
hereinafter defined), at the time the Tenant gives an Acceptance Notice (as
hereinafter defined), and at any applicable First Offer Commencement Date (as
hereinafter defined), the Tenant shall have a right of first offer (the "RIGHT
OF FIRST OFFER") on any tenant space in Building N1 that thereafter becomes
available to be leased (excluding any portion thereof that becomes a part of the
Premises pursuant to SECTION 2.7 above) (the "FIRST OFFER SPACE") upon the terms
and conditions set forth in this SECTION 2.8. The Right of First Offer shall
expire for all purposes one year prior to the expiration date of the Term.

          (b)  LANDLORD'S OFFERING NOTICE. Prior to entering into a binding
lease or occupancy agreement with respect to any First offer Space with any
third party unaffiliated with the Landlord, the Landlord shall give the Tenant
written notice (the "OFFERING NOTICE") of the availability of such First Offer
Space, which notice shall (i) identify the First Offer Space the Landlord
intends to lease, (ii) set forth the date by which the Landlord expects to be
able to deliver such space to the Tenant, and (iii) set forth the material terms
on which Landlord proposes to offer such First Offer Space to third parties as
determined by the Landlord.

          (c)  TENANT'S ELECTION. Within ten (10) days after the Landlord's
delivery of an Offering Notice to the Tenant, the Tenant shall either (i) give
the Landlord written notice that the Tenant elects to lease such First Offer
Space (the "Acceptance Notice"), or (ii) give Landlord written notice that
Tenant elects not to lease the First Offer Space (the "Refusal Notice").Failure
to provide either of the notices in the time period set forth herein shall be
deemed a Refusal Notice. If the Tenant timely gives an Acceptance Notice, the
Landlord and the Tenant shall enter into a written amendment to this Lease
incorporating such First Offer Space into the Premises demised hereunder within
fifteen (15) days following the Landlord's delivery to the Tenant of such
written amendment, which shall provide:

               (i)  such First Offer Space shall be demised to the Tenant upon
          delivery of the same by the Landlord to the Tenant (the "FIRST OFFER
          COMMENCEMENT DATE");

               (ii) the First Offer Space shall be leased on the same terms as
          set forth in the Offering Notice

                                       11
<PAGE>   15

               (iii) the First Offer Space shall be leased to the Tenant for a
          term commencing on the First Offer Commencement Date and ending on the
          expiration or earlier termination of the Term of this Lease; and

               (iv) the Tenant's lease of the First Offer Space otherwise shall
          be on substantially the same terms and conditions applicable to the
          Premises under this Lease as modified by (i) such reasonable
          provisions as may be necessary to accommodate the fact that the First
          Offer Space is in a multi-tenant building instead of a single tenant
          building and (ii) the inclusion of the material terms set forth in the
          Offering Notice on which the First Offer Space is being offered to
          Tenant

          (d)  WAIVER. In the event that (i) the Tenant gives a Refusal Notice,
(ii) the Tenant fails to give the Landlord notice of the Tenant's election under
this SECTION 2.8 within the ten (10) day period described in PARAGRAPH (c)
above, or (iii) Tenant fails to enter into a written amendment to this Lease
with respect to any First Offer Space within the fifteen (15)business day
period described in PARAGRAPH (c) above, then, absent the Tenant's bad faith,
the Tenant shall be entitled to a second and final notice from Landlord and if
Tenant has failed to enter into the aforesaid written amendment within five (5)
days thereafter, absent the Landlord's bad faith, then (x) the Tenant shall be
deemed to have waived its Right of First Offer with respect to such space, (y)
the Landlord shall be deemed to have satisfied its obligations with respect to
Tenant's Right of First Offer for such First Offer Space, and (z) the Landlord
may then enter into a lease for all or any substantial portion of such First
Offer Space provided that if Landlord later agrees with a prospective tenant to
enter into a lease for the First Offer Space on terms that are materially more
favorable to the prospective tenant than those set forth in the Offering Notice,
Tenant shall receive a modified Offering Notice including the terms being
offered to the prospective tenant. Thereafter, the terms of sub-paragraph (c)
above shall apply except that Tenant's response to Landlord shall be given with
two (2) business days after the delivery of Landlord's Offering Notice rather
than ten (10) days. For purposes of this sub-paragraph (d) it shall not be
considered to be materially more favorable to tenant if the Annual Fixed Rent
hereunder is reduced by five percent or less or if the term of the proposed
lease varies by three (3) years or less. The Tenant shall execute for the
benefit of the Landlord a written statement evidencing the waiver or deemed
waiver of Tenant's Right of First Offer following any of the circumstances
described in clauses (ii) or (iii) of this PARAGRAPH (e); and if the Tenant
fails to execute such statement within ten (10) days after a written request
from the Landlord, the Landlord may execute such statement on the Tenant's
behalf.

     2.9  PREPARATION OF THE PREMISES.

          (a)  LANDLORD'S WORK. Promptly following the execution of this Lease,
the Landlord, at the Landlord's expense, shall enlarge certain existing windows
and install additional windows in the Premises as more particularly set forth in
EXHIBIT G attached hereto ("LANDLORD'S WORK"). The Landlord shall obtain all
necessary permits and other governmental approvals in connection with the
Landlord's Work prior to commencement of the Landlord's Work. Promptly after
execution of this Lease, the Landlord shall commence and exercise reasonable
efforts to complete the Landlord's Work on or before the Commencement Date,
subject to External Causes. If the Landlord's Work is not completed by the
Commencement

                                       12
<PAGE>   16

Date, the Tenant shall so notify Landlord whereupon Landlord shall be permitted
up to sixty (60) additional days within which to complete Landlord's work. If it
is not then completed, Tenant shall have the right to terminate this Lease by
giving notice to the Landlord on or before the Commencement Date of the Tenant's
election so to do, and this Lease shall cease and come to an end without further
liability or obligation on the part of either party. Notwithstanding anything to
the contrary contained herein, Tenant shall not be responsible for payment of
Annual Fixed Rent or Additional Rent until completion of Landlord's work as long
as Tenant does not take occupancy of any of the Premises prior to such
completion Such right of termination and the right not to pay Annual Fixed Rent
and Additional Rent until completion thereof unless Tenant takes occupancy of
any of the Premises prior to such completion shall be the Tenant's sole and
exclusive remedy at law and in equity for the Landlord's failure so to complete
the Landlord's Work on or before the Commencement Date. The Tenant shall give
the Landlord notice, not less than ninety (90) days after the later of (i) the
Commencement Date or (ii) the completion of the Landlord's work, of any respects
in which the Landlord's Work has not been performed fully, properly and in
accordance with the terms of this Lease; however, said 90 day period shall be
extended by an additional ninety (90)days with respect to claims based entirely
on latent defects or seasonal considerations, which could due to their inherent
nature not be discovered during the initial 90 day period. Except as identified
in any such notice from the Tenant to the Landlord, the Tenant shall have no
right to make any claim that the Landlord has failed to perform any of the
Landlord's Work fully, properly and in accordance with this Lease or to require
the Landlord to perform any further Landlord's Work.

          (b)  TENANT'S PLANS. Tenant is currently preparing, at its sole cost
and expense, plans and specifications for the improvements Tenant desires to
make in connection with Tenant's occupancy of the Premises (the "TENANT'S
PLANS"). Tenant's Plans shall be submitted to Landlord for its approval no later
than eight (8) weeks after the date hereof and the Landlord shall approve or
disapprove of Tenant's Plans within) five (5) Business Days of receiving them.
Any disapproval by the Landlord of Tenant's Plans shall be accompanied by a
reasonably specific statement of reasons therefor. At the Tenant's sole cost and
expense, the Tenant shall cause the Tenant's Plans to be revised in a manner
sufficient to remedy the Landlord's reasonable objections and/or respond to the
Landlord's reasonable concerns and for such revised plans to be redelivered to
the Landlord, and the Landlord shall either approve or disapprove the Tenant's
revised plans within two (2) Business Days following the date of submission. If
the Landlord shall again disapprove Tenant's Plans, the Tenant shall revise such
plans and redeliver them to the Landlord pursuant to the prior two sentences
until the Tenant's Plans have been approved by the Landlord. The Tenant's Plans
shall be stamped by a Massachusetts-registered architect and engineer, such
architect and engineer being subject to the Landlord's reasonable approval,
which shall not be unreasonably withheld or delayed, and shall comply with all
applicable laws, ordinances and regulations (including, without limitation, the
applicable requirements of the Americans with Disabilities Act of 1990, and the
regulations promulgated thereunder) and shall be in a form satisfactory to
appropriate governmental authorities responsible for issuing permits, approvals
and licenses required for construction. The Landlord will not approve any
alterations or additions requiring unusual expense to readapt the Premises to
normal office, research and development or laboratory use on termination of this
Lease or increasing the cost of insurance on the Building, unless the Tenant
first gives assurances acceptable to the Landlord for payment of such increased
cost and that such re-adaptation will be made prior to such termination without
expense to the Landlord. The approval of any Tenant's

                                       13
<PAGE>   17

Plans shall not impose upon the Landlord any responsibility or liability
whatsoever to the Tenant. In connection with its approval of the Tenant's Plans,
Landlord shall specify in writing those portions of Tenant's work which must be
removed at the expiration of the Term of this Lease as part of Tenant's
surrender and yield-up of the Premises.

          (c)  TENANT'S WORK. Promptly after approval of Tenant's Plans, the
Tenant shall commence and exercise all reasonable efforts to complete the work
specified therein ("TENANT'S WORK"). All Tenant's Work shall be completed in
accordance with the approved Tenant's Plans and the requirements for alterations
and improvements made by or on behalf of Tenant set forth in this Lease. Copies
of all permits and approvals required for Tenant's Work shall be furnished to
the Landlord promptly upon receipt thereof. Tenant's Work shall be performed by
a general contractor approved by the Landlord, which approval shall not be
unreasonably withheld or delayed, under a written construction contract
providing for payment, performance and lien bonds in the full amount of the
contract sum; provided, however, that the Tenant may have Tenant's Work
competitively bid by several general contractors approved in advance by the
Landlord which approval shall not be unreasonably withheld or delayed and the
Tenant may select among such general contractors the general contractor that
will perform Tenant's Work. The approval by the Landlord of the Tenant's general
contractor shall not impose upon the Landlord any responsibility or liability
whatsoever to the Tenant as a result of, or arising out of, the defaults or
other acts or omissions of the general contractor. A copy of all required bonds
and certificates of insurance required by this Lease shall be furnished to the
Landlord prior to commencement of construction and installation of Tenant's
Work. In addition, the Landlord may monitor the progress of Tenant's Work,
including, without limitation, attend any weekly or other periodic job meetings.
The Landlord shall provide the Tenant with no less than twenty four hours prior
notice before it enters the Premises to review Tenant's Work, except in the
event of an emergency, when no such notice shall be required. Any review and
monitoring of Tenant's Work by the Landlord shall not impose upon the Landlord
any responsibility or liability whatsoever to the Tenant as a result of, or
arising out of, Tenant's Work. Within forty-five (45) days of completion of any
Tenant's Work in accordance with the approved plans and specifications, the
Tenant shall provide to the Landlord "as-built" plans showing precisely how and
where Tenant's Work was actually installed. The Tenant shall provide the
Landlord with copies of any certificates of occupancy for any Tenant's Work that
requires a certificate of occupancy reasonably promptly after completion of any
portion of Tenant's Work. Nothing herein shall be construed as permitting the
Tenant to occupy all or any portion of the Premises for which the Tenant has not
obtained a certificate of occupancy or otherwise failed to comply with legal
requirements as set forth herein.

          (d)  ALLOWANCE. The Landlord will provide a tenant improvement
allowance (the "Allowance") to the Tenant in the amount of $327,654.00. The
Allowance shall be payable to the Tenant upon submission of reasonably detailed
requisitions for work then completed and receipts reflecting payments made (not
more often than monthly) to the Landlord therefor, in form and substance
satisfactory to the Landlord in its reasonable discretion, for work performed in
preparing the Premises for the Tenant's occupancy. The Tenant shall not be
entitled to requisition the Allowance for architectural or engineering fees,
legal expenses or other soft costs.

     2.10  PRIOR ACCESS. Tenant shall have access to the Premises effective
August 31, 1999 for the purpose of making alterations and furniture and
equipment installation; provided,

                                       14
<PAGE>   18

however, that any entry onto any portion of the Property or the Premises by the
Tenant shall be subject to all of the terms and provisions of this Lease other
than the provisions requiring the Tenant to pay Annual Fixed Rent, Tenant's Tax
Expense Allocable to the Premises -and Tenant's Operating Expenses Allocable to
the Premises, or any other Additional Rent none of which shall be payable for
the period prior to the Commencement Date. However, Tenant shall pay for all
utility charges incurred in connection with the Premises commencing as of
October 15, 1999, including, but not limited to, electricity, HVAC and gas
charges, if any. Without limiting the generality of the foregoing, the Security
Deposit shall be paid or delivered to the Landlord prior to any entry onto the
Premises by the Tenant to begin demolition or to begin the construction of
alterations and additions in preparation for Tenant's occupancy, which
alterations and additions shall be subject to all of the remaining terms and
conditions of this Lease.

3.   RENT AND OTHER PAYMENTS, SECURITY DEPOSIT.

     3.1  ANNUAL FIXED RENT. From and after the Commencement Date, the Tenant
shall pay, without notice or demand, monthly installments of one-twelfth
(1/12th) of the Annual Fixed Rent in effect and applicable to the Premises in
advance on the first day of each calendar month during the Term (except for any
monthly rental payment due for any partial month at the beginning of the Term,
which shall be paid on the Commencement Date) for each full calendar month of
the Term and of the corresponding fraction of said one-twelfth (1/12th) for any
fraction of a calendar month at the beginning or end of the Term. The Annual
Fixed Rent applicable to the Premises during the Initial Term shall be as set
forth in EXHIBIT A; provided, however, that, notwithstanding EXHIBIT A, for the
portion of the first Lease Year expiring August 31, 2000, the Annual Fixed Rent
shall be $634,537, or $52,878 per month. The Annual Fixed Rent applicable to the
Premises during the Extension Terms shall be as provided for by SECTION 2.5, and
the Annual Fixed Rent for any Expansion Space or First Offer Space shall be as
provided for by SECTIONS 2.7 AND 2.8, respectively.

     3.2  REAL ESTATE TAXES. From and after the Commencement Date, during the
Term, the Tenant shall pay to the Landlord, as Additional Rent, Tenant's Tax
Expense Allocable to the Premises (as such term is hereinafter defined), in
accordance with this SECTION 3.2. The capitalized terms used in this SECTION 3.2
are defined as follows:

          (a)  "TAX YEAR" means the 12-month period beginning July I each year
or if the appropriate governmental tax fiscal period shall begin on any date
other than July 1, such other date.

          (b)  "TENANT'S TAX EXPENSE ALLOCABLE TO THE PREMISES" means, for any
Tax Year, the Real Estate Taxes for the Tax Year, multiplied by Tenant's
Proportionate Share.

          (c)  "REAL ESTATE TAXES" means all taxes and special assessments
payable by Landlord under Section I (a) of the Master Lease of every kind and
nature assessed by any governmental authority on the Property and reasonable
expenses of any proceedings for abatement of such taxes including appeals
thereof, less the amount of any abatement or refund received with respect to any
period during the Term (or less a prorated portion thereof, if only a portion of
the period is within the Term). The amount of special taxes or special
assessments to be included shall be limited to the amount of the installment
(plus any interest thereon) of such

                                       15
<PAGE>   19

special tax or special assessment (which shall be payable over the longest
period permitted by law) required to be paid during the Tax Year in respect of
which such taxes are being determined. There shall be excluded from such taxes
all income, estate, succession, inheritance, excess profit, franchise and
transfer taxes; provided, however, that if at any time during the Term the
present system of ad valorem taxation of real property shall be changed so that
in lieu of the whole or any part of the ad valorem tax on real property, there
shall be assessed on the Landlord a capital levy or other tax on the gross rents
received with respect to the Property, or a federal, state, county, municipal,
or other local income, franchise, excise or similar tax, assessment, levy or
charge (distinct from any now in effect) based, in whole or in part, upon any
such gross rents, then any and all of such taxes, assessments, levies or
charges, to the extent so based, shall be deemed to be included within the term
"REAL ESTATE TAXES."

     Payments by the Tenant on account of the Tenant's Tax Expense Allocable to
the Premises shall be made monthly at the time and in the fashion herein
provided for the payment of Annual Fixed Rent and shall be equal to one-twelfth
(1/12) of the Tenant's Tax Expense Allocable to the Premises for the current Tax
Year as reasonably estimated by the Landlord.

     Annually, the Landlord shall render to the Tenant a statement in reasonable
detail showing for the preceding calendar year or fraction thereof, as the case
may be, Real Estate Taxes on the Property and any abatements or refunds of such
taxes received during such period with respect to any period included wholly or
partially within the Term, together with, copies of all applicable tax bills for
the Property, and the Landlord's calculations of Tenant's Tax Expense Allocable
to the Premises. The Landlord shall to render the statement not later than one
hundred twenty (120) days after the end of each calendar year or fraction
thereof during the Term or fraction thereof at the end of the Term. Expenses
incurred in obtaining any tax abatement or refund may be charged against such
tax abatement or refund before the adjustments are made for the Tax Year, unless
previously included in Real Estate Taxes used to calculate Tenant's Tax Expense
Allocable to the Premises. If at the time such statement is rendered it is
determined with respect to any Tax Year that the Tenant has paid (i) less than
the Tenant's Tax Expense Allocable to the Premises or (ii) more than the
Tenant's Tax Expense Allocable to the Premises, then, in the case of (i) the
Tenant shall pay to the Landlord, as Additional Rent, within thirty (30) days of
such statement the amount of such underpayment and, in the case of (ii) the
Landlord shall credit the amount of such overpayment against the monthly
installments of the Tenant's Tax Expense Allocable to the Premises next
thereafter coming due or, if such amount exceeds a monthly installment, then the
balance shall be credited against the next monthly installments of Annual Fixed
Rent. If the Term has expired and the Tenant has no further obligation to the
Landlord, however, the Landlord shall refund such overpayment to the Tenant
within thirty (30) days. To the extent that Real Estate Taxes may be payable to
the taxing authority in installments with respect to periods less than a Tax
Year, the statement to be furnished by the Landlord shall be rendered and
payments made on account of such installments.

     Upon Tenant's written request submitted to Landlord no more often than once
in any three year period, the Landlord shall initiate a tax abatement proceeding
and diligently prosecute the same to completion or settlement. If, as the result
of any tax abatement proceeding (or for any other reason), Real Estate Taxes
shall be reduced for any Tax Year, the Tenant's liability for the Tenant's Tax
Expense Allocable to the Premises for such Tax Year shall be recomputed so as to
reflect the net amount of the reduction remaining after deducting the cost to
the Landlord, if

                                       16
<PAGE>   20

any, of obtaining the same. If no such reduction for any Tax Year results, the
reasonable cost incurred by Landlord in pursuing any such abatement shall be
included in Operating Costs for the year in which such costs are incurred.

     3.3  OPERATING EXPENSE. From and after the Commencement Date, during the
Term the Tenant shall pay to the Landlord, as Additional Rent, the Tenant's
Operating Expenses Allocable to the Premises, as hereinafter defined, in
accordance with this SECTION 3.3. The capitalized terms used in this SECTION 3.3
are defined as follows:

          (a)  "TENANT'S OPERATING EXPENSES ALLOCABLE TO THE PREMISES" means,
for any calendar year, the Operating Expenses for the Property for such calendar
year, multiplied by Tenant's Proportionate Share; provided, however, that with
respect to any Operating Expense solely allocable to the Premises and not to
either of the other Buildings, Tenant's Operating Expenses Allocable to the
Premises shall include 100% of such Operating Expense allocated to the Premises,
and with respect to any Operating Expense reasonably allocable to either or both
of the other Buildings and not to the Premises, Tenant's Operating Expenses
allocable to the Premises shall not include any of such Operating Expense for
the other Buildings.

          (b)  "OPERATING EXPENSES" means the Landlord's cost of operating,
cleaning, maintaining and repairing the Property, which shall include, without
limitation: the cost of providing or causing to be provided the services to be
provided hereunder; premiums for insurance with respect to the property which
shall include any and all insurance that Landlord shall deem to be reasonable,
including, but not limited to, all risk, general liability, excess liability,
rent loss, business interruption, boiler and equipment, and flood and
earthquake; the amount deductible from any insurance claim of the Landlord (but
only in the event of an actual claim paid and settled); compensation and all
fringe benefits, worker's compensation insurance premiums and payroll taxes paid
to, for or with respect to all persons directly engaged in operating,
maintaining or cleaning the Property, including the parking facilities located
thereon and such expenses shall be fairly allocated in the event any such person
works on other sites as well as on the Premises ; landscaping and maintenance;
steam, water, sewer, gas, oil and electricity, and other utility charges,
excluding such utility charges either separately metered or separately
chargeable to tenants or Tenant whether for additional or special services or
otherwise; costs of building and cleaning supplies; rental costs for equipment
used in operating, cleaning, maintaining or repairing the Property; snow
removal; security, if any; cost of maintenance, repairs and replacements (other
than repairs and replacements reasonably collectible from contractors under
guarantees), including, without limitation, capital expenditures for repairs,
replacements and improvements, but only to the extent provided for by EXHIBIT F;
payments under service contracts with independent contractors for services
provided in connection with the operation, cleaning, maintenance, and repair of
the Property, but only to the extent that such expenses would otherwise be
properly included in Operating Expenses hereunder; reasonable management fees;
and all other reasonable expenses paid in connection with operation, cleaning,
maintenance and repair of the Property. Notwithstanding the foregoing, Operating
Expenses shall not include the items specified in EXHIBIT F.

     Payments by the Tenant on account of the Tenant's Operating Expenses
Allocable to the Premises shall be made monthly at the time and in the fashion
herein provided for the payment of Annual Fixed Rent. The amount so to be paid
to the Landlord shall be an amount from time to

                                       17
<PAGE>   21

time reasonably estimated by the Landlord to be sufficient to aggregate a sum
equal to the Tenant's Operating Expenses Allocable to the Premises for each
calendar year.

     Annually, the Landlord shall render to the Tenant a statement in reasonable
detail (including with respect to the allocation of Operating Expenses for the
Property among the Buildings and Property Common Areas expense), showing for the
preceding calendar year or fraction thereof, as the case may be, the Operating
Expenses for the Property and the Tenant's Operating Expenses Allocable to the
Premises. The Landlord shall deliver the statement not later than one hundred
twenty (120) days after the end of each calendar year or fraction thereof during
the Term or fraction thereof at the end of the Term. Said statement to be
rendered to the Tenant also shall show for the preceding calendar year or
fraction thereof, as the case may be, the amounts of Operating Expenses already
paid by the Tenant. If at the time such statement is rendered it is determined
with respect to any calendar year that the Tenant has paid (i) less than the
Tenant's Operating Expenses Allocable to the Premises or (ii) more than the
Tenant's Operating Expenses Allocable to the Premises, then, in the case of (i)
the Tenant shall pay to the Landlord, as Additional Rent, within thirty (30)
days of such statement the amounts of such underpayment and, in the case of (ii)
the Landlord shall credit the amount of such overpayment against the monthly
installments of the Tenant's Operating Expenses Allocable to the Premises next
thereafter coming due or, if such amount exceeds a monthly installment, then the
balance shall be credited against the next monthly installments of Annual Fixed
Rent. If the Term has expired and the Tenant has no further obligation to the
Landlord, however, the Landlord shall refund such overpayment to the Tenant
within thirty (30) days. The Tenant, its accountants and representatives, shall
have the right, at the Tenant's expense, on not less than five (5) business
days' prior written request by the Tenant to the Landlord, to examine, audit and
copy (at the Tenant's expense) at the Landlord's offices, as long as such
offices are located within one hundred (100) miles of the Premises, during
normal business hours, the Landlord's books and records pertaining to the
Operating Expenses and/or Real Estate Taxes for the Property, to enable the
Tenant to verify the accuracy of the Operating Expenses and/or Real Estate Taxes
for the Property shown on a Landlord's statement for the prior year. If
Landlord's offices are not within said 100 mile radius, Landlord shall deliver
to Tenant copies of all such books and records pertaining to the Operating
Expenses at issue. Any such audit shall be conducted within 120 days from
Tenant's receipt of Landlord's statement showing in reasonable detail the
expenses incurred during the preceding calendar year or fraction thereof. The
Landlord agrees to keep its books in accordance with generally accepted
accounting principles consistently applied and in such manner as shall
reasonably make possible the verification of the Operating Expenses and Real
Estate Taxes for the Property.

     3.4  DIRECTLY METERED UTILITY CHARGES. During the Term, the Tenant shall
pay on or before the date the same are due directly to the provider of the
service, all separately metered charges for steam, heat, gas, electricity,
water, sewer, fuel and other services and utilities furnished to the Premises.
If any of such services are not separately metered to Tenant, then Tenant shall
pay its pro rata share, as reasonably determined by the Landlord, of such
services within ten (10) days after receiving invoices therefor from Landlord.
Landlord has caused, at its sole cost and expense, gas and electricity to be
separately metered or submetered to Building N-2.

                                       18
<PAGE>   22

     3.5  ABOVE-STANDARD SERVICES. If the Tenant requests and the Landlord
elects to provide any services to the Tenant in addition to those expressly
provided for herein, the Tenant shall pay to the Landlord, as Additional Rent,
the amount billed by the Landlord for such services at the Landlord's standard
rates as from time to time in effect and reasonably established. If the Tenant
has requested that such services be provided on a regular basis, the Tenant
shall, if requested by the Landlord, pay for such services at the time and in
the fashion in which Tenant's Operating Expenses Allocable to the Premises are
payable. Otherwise, the Tenant shall pay for such additional services within
thirty (30) days after receipt of an invoice from the Landlord.

     3.6  NO OFFSETS. Except as expressly otherwise provided to the contrary in
this Lease, Annual Fixed Rent and Additional Rent shall be paid by the Tenant
without any offset, abatement or deduction whatsoever.

     3.7  NET LEASE. The Tenant and the Landlord understand and agree that this
Lease is a fully net lease and that the Annual Fixed Rent payable hereunder is
absolutely net to Landlord, excepting only Landlord's obligations to pay Basic
Rent under the Master Lease and any other obligations of Landlord set forth in
this Lease. The total rent payable under this Lease shall be deemed to include
the aggregate of (i) the Annual Fixed Rent, and (ii) all other rent, charges,
fees, and costs allocable to Tenant pursuant to the terms of this Lease.

     3.8  SECURITY DEPOSIT.

          (a)  In this SECTION 3.8, the following definitions apply:

          "ORIGINAL AMOUNT" means $210,000.

          "LETTER OF CREDIT" means any original Letter of Credit, and any
          substitute, replacement, or additional letter of credit.

          (b)  Simultaneously with the execution of this Lease, the Tenant shall
deliver to and deposit with the Landlord a security deposit (the "SECURITY
DEPOSIT") consisting of either (i) cash in the Original Amount or (ii) an
irrevocable, unconditional, absolutely "clean" Letter of Credit in the face
amount equal to the Original Amount running to the Landlord as the sole
beneficiary, which Letter of Credit shall in all ways be satisfactory to the
Landlord in its reasonable discretion. Any Letter of Credit shall have a stated
duration of and shall be effective for at least one year with provision for
automatic successive annual one-year extensions during the Lease Term and for
sixty days thereafter provided that Tenant may replace said letter of credit by
no later than thirty days before its termination. If Landlord has neither
received a written notice of renewal from the issuing bank nor a replacement
Letter of Credit satisfying the requirements hereof by no later than thirty (30)
days before termination, then Landlord may draw down the full amount covered by
said Letter of Credit and may hold said amount as a cash Security Deposit
hereunder, until it receives a satisfactory replacement Letter of Credit. Unless
the Security Deposit consists of cash, the Tenant shall keep the Letter of
Credit in force throughout the Lease Term and for sixty days after the
expiration date or the earlier termination of the Term, except that if such
earlier termination is based on the Tenant's default, the Tenant shall keep the
Letter of Credit in force until sixty days after the date. When the Term would

                                       19
<PAGE>   23

have expired had it not been earlier terminated. Unless the Security Deposit
consists of cash, the Tenant shall deliver to the Landlord a renewal Letter of
Credit no later than thirty days prior to the expiration date of any Letter of
Credit issued under this SECTION 3.8, and if the Tenant fails to do so, the
Landlord may draw the entire amount of the expiring Letter of Credit and hold
the proceeds in cash as the Security Deposit. If the Security Deposit consists
of a Letter of Credit, the Letter of Credit shall be issued by a Boston
commercial bank (or other bank satisfactory to and approved by the Landlord)
which has capital assets of at least $250,000,000 and capital reserves of at
least $7,000,000, and which is a member of the Federal Reserve System. It is
hereby acknowledged and agreed that a letter of credit from Imperial Bank
satisfies these requirements and Landlord will accept the same. Notwithstanding
the foregoing, so long as Tenant is then in compliance with clauses (a), (b) and
(e) of the definition of Good Standing and no Event of Default has occurred
under this Lease as of the date the Tenant otherwise would be entitled to any
such reduction, as of the commencement of the third Lease Year, the Tenant may
reduce the amount of the Security Deposit to $105,000, and as of the
commencement of the fourth Lease Year, the Tenant may reduce the amount of the
Security Deposit to $80,000.00. In no event shall the amount of the Security
Deposit reduce pursuant to this paragraph after an Event of Default or if the
Tenant is not then in Good Standing.

          (c)  If, and as soon as, there shall exist an Event of Default under
this Lease (and on the occasion of each Event of Default if there shall be more
than one), the Landlord may draw upon the Security Deposit at any time and from
time to time in such amount or amounts as may be necessary to cure the
default(s) or to reimburse the Landlord for any sum(s) which the Landlord may
have spent to cure the default(s), and if the Landlord has terminated this Lease
due to the Tenant's default(s), the Landlord may also draw upon the Security
Deposit in such amount (or all) as may be necessary to obtain any amounts from
time to time owed to the Landlord by the Tenant after termination. In the case
of each such drawing (except a drawing occurring after termination or expiration
of this Lease), the Tenant shall, on demand, cause the Security Deposit to be
reinstated to the full amount that was required by this Lease prior to the
drawing (or, in the case of a Letter of Credit, cause a similar Letter of
Credit, aggregating said full amount, to be issued to the Landlord). If at the
end of the Lease Term, no Event of Default shall exist, the Security Deposit, or
any balance thereof, shall be returned to the Tenant or if at the end of the
Term of this Lease, an Event of Default shall exist, then any portion of the
Security Deposit not necessary to cure said Event of Default shall be returned
to Tenant but not otherwise. The Landlord shall have the right, if an Event of
Default occurs, to draw on that portion of the Security Deposit necessary to
cure an Event of Default as long as partial drawings are permitted thereunder;
otherwise, Landlord shall hold the proceeds thereof (without interest payable to
the Tenant) to be applied from time to time against damages and losses. The
Landlord shall be entitled to commingle any cash or the proceeds of any Letter
of Credit provided to the Landlord as the Security Deposit with other funds of
the Landlord, and shall not be obligated to pay interest on the deposit to the
Tenant. If the Landlord conveys the Landlord's interest under this Lease, the
Security Deposit, or any part thereof not previously applied, may be turned over
by the Landlord to the Landlord's transferee, and, if so turned over, the Tenant
agrees to look solely to such transferee for proper application of the Security
Deposit in accordance with the terms of this Lease and the return thereof in
accordance therewith.

          (d)  If the Security Deposit consists of a Letter of Credit, upon the
request of the Landlord, from time to time, the Tenant shall make arrangements
satisfactory to the Landlord

                                       20
<PAGE>   24

in its reasonable discretion for the transfer of Letter of Credit to any
successor landlord or mortgagee of the Property, and from any such mortgagee to
the Landlord or any successor mortgagee provided that Tenant shall not be
responsible to pay any fee required in connection with any such transfer of the
Letter of Credit due to the request of the Landlord more often than annually
during the term of this Lease.

4.   ALTERATIONS.

     4.1  CONSENT REQUIRED FOR TENANT'S ALTERATIONS. The Tenant shall not make
alterations or additions to the exterior of the Premises, unless the Tenant
shall have first obtained the Landlord's prior written consent thereto and
approval of the plans and specifications in each case, which consent the
Landlord may withhold in its sole discretion, except that the Landlord's prior
written consent shall not be required for Minor Alterations. For purposes
hereof, "MINOR ALTERATIONS" shall consist of alterations and additions to the
Premises that are not alterations or additions to the exterior of the Premises,
including, without limitation, the roof thereof, structural alterations or
additions or alterations or additions to the Base Building Systems (as
hereinafter defined) and that will not cost more than $50,000 to perform. Prior
to commencing any alterations or additions, Tenant shall submit to Landlord
copies of all permits, approvals and plans relating to the performance of such
work. In the case of Minor Alterations, such plans may be "schematic plans" and
need not have been prepared or certified by an engineer or architect. Upon
commencing any alterations or additions, the Tenant shall diligently prosecute
the same until completion. The Tenant shall, in all events, deliver a complete
set of as-built plans to the Landlord upon completion of any alterations or
additions for which plans are required, whether or not the plans therefor are
required to be approved by Landlord hereunder.

     Notwithstanding the foregoing, if any additions, alterations or
improvements shall change the general character of the Premises or substantially
change the basic structure of the Premises or any other improvement included
therein or adversely affect the value of the Property, the Tenant may make such
alterations, addition or improvement only with the prior written approval of the
Master Landlord and of the Landlord. In the event that the consent of the Master
Landlord is required hereunder for any such addition, alterations or
improvements, Landlord will exercise reasonable efforts to obtain any such
consent.

     4.2  OWNERSHIP OF ALTERATIONS. Except as otherwise expressly provided in
this SECTION 4.2, all alterations and additions shall be part of the Premises
and owned by the Landlord, unless at the time of the Landlord's approval of the
plans and specifications therefor, the Landlord shall specify in writing that
such alterations or additions may or shall be removed upon termination or
expiration of this Lease. By no later than twenty (20) days prior to the
anticipated time of commencement of work on any such alteration or addition. the
Tenant may submit a written request to Landlord seeking Landlord's determination
whether such item is to be removed at the expiration or earlier termination of
this Lease, and Landlord will respond to such request in writing within ten (10)
days after receipt of such request. Furthermore, Landlord will so respond within
twenty (20) days after its receipt of a complete set of construction plans and
specifications for Tenant's initial build-out of Building N-2. All equipment
and personal property not attached to the Premises and trade fixtures
susceptible of being removed from the Premises without substantial injury
thereto shall remain the property of the Tenant and shall be removed by the
Tenant upon termination or expiration of this Lease. The Tenant shall repair any
damage caused

                                       21
<PAGE>   25

by the removal of any alterations, additions, trade fixtures or personal
property from the Premises.

     4.3  CONSTRUCTION REQUIREMENTS FOR ALTERATIONS. All construction work by
the Tenant shall be done at the Tenant's sole cost and expense except as
expressly otherwise set forth herein and in a good and workmanlike manner,
employing only materials of equal or better quality than those installed in the
Premises as of the Commencement Date, and in compliance with all applicable laws
and all lawful ordinances, regulations and orders of governmental authority and
insurers of the Premises and the Rules and Regulations. The Landlord or the
Landlord's authorized agent may (but without any implied obligation to do so)
inspect the work of the Tenant at reasonable times. Except for installation of
furnishings and Minor Alterations, all of the Tenant's alterations and additions
and installation of furnishings shall be performed by contractors or workers
first approved by the Landlord, which approval the Landlord agrees not to
unreasonably withhold or delay. The Tenant, before starting any work, shall
secure all licenses and permits necessary therefor and, except as to any Minor
Alterations, shall deliver to the Landlord a copy of all such licenses and
permits (and, upon completion, a copy of the certificate of occupancy (If
required by applicable law)) The Tenant also shall deliver to the Landlord a
copy of the building permit and certificate of occupancy for any Minor
Alternations for which they are required by applicable law. The Tenant shall
cause each contractor to carry worker's compensation insurance in statutory
amounts covering all the contractors' and subcontractors' employees and
comprehensive general public liability insurance with limits not less than
$1,000,000 (individual)$3,000,000 (occurrence) (all such insurance to be written
in companies approved reasonably by the Landlord and naming as additional
insureds the Landlord, the Landlord's managing agent, any ground lessor or
mortgagee of whose identity the Tenant shall have been given notice, and the
Tenant, as well as the contractors, and to deliver to the Landlord certificates
of all such insurance. Each policy of general public liability insurance shall
be non-cancelable and non-amendable with respect to the Landlord, and any such
ground lessors and mortgagees without 30 days' prior notice to the Landlord, and
such ground lessors and mortgagees. At the Landlord's request, the Tenant shall,
before work is started on any improvements or alterations made by the Tenant,
secure assurances satisfactory to the Landlord protecting the Landlord against
claims arising out of the furnishing of labor and materials therefor. In the
course of any work being performed by the Tenant or about the Property, the
Tenant agrees to use labor compatible with that being employed by the Landlord
for work on the Property 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 on the Property.

     4.4  PAYMENT FOR TENANT ALTERATIONS. The Tenant agrees to pay promptly when
due the entire cost of any work done on the Premises by the Tenant, its agents,
employees or independent contractors, and to prevent any liens for labor or
materials performed or furnished in connection therewith from attaching to the
Premises or the Property and promptly to discharge (whether by payment, bonding
off or otherwise) any such liens which may so attach. If any such lien shall be
filed against the Premises or the Property and the Tenant shall fail to cause
such lien to be discharged within two (2) business days after receipt of notice
of the filing thereof, the Landlord may cause such lien to be discharged by
payment, bond or otherwise, without investigation as to the validity thereof or
as to any offsets or defenses which the Tenant may have with respect to the
amount claimed. The Tenant shall reimburse the Landlord, upon demand, as
Additional Rent, for any reasonable cost so incurred, including, without
limitation, reasonable attorneys' fees in

                                       22
<PAGE>   26

connection therewith, it being expressly agreed that such discharge by Landlord
shall not be deemed to waive or release the default of the Tenant in not
discharging such lien. Tenant shall indemnify and hold the Landlord harmless
from and against any and all expenses, liens, claims, liabilities and damages
based on or arising, directly or indirectly, by reason of the making of any
alterations, additions or improvements by or on behalf of the Tenant, which
obligation shall survive the expiration or termination of this Lease.

     4.5  AS IS. Except as set forth in SECTION 2.9, Tenant is leasing the
Premises in an "AS IS" condition, without any warranties, express or implied,
with regard to the condition of the Premises, and the Landlord shall not make,
is not hereby making and has not made any covenants, guaranties, representations
or warranties, express, implied or by law, oral or written, of any kind or
character, as to the nature, condition, construction, workmanship, state of
repair, development, function, valuation, profitability, income, operations,
expenses, tax consequences, title, availability of access, ingress or egress,
compliance with laws, rules, regulations and ordinances, habitability,
merchantability, or fitness, suitability or feasibility for any purpose of the
Property; all of the foregoing being hereby expressly disclaimed by the Landlord
and waived by the Tenant. The Tenant has entered into this Lease without relying
on any statement or representation by the Landlord or its agents. The Tenant
represents and warrants that the Tenant has relied solely on its own expertise
and that of its consultants in leasing the Premises.

5.   RESPONSIBILITY FOR CONDITION OF PREMISES, LANDLORD'S SERVICES.

     5.1  MAINTENANCE AND REPAIR OBLIGATIONS OF THE LANDLORD. (a) Except as
otherwise provided in ARTICLE 8, the Landlord shall maintain, clean, repair and
make all necessary replacements to (i) the Property Common Areas, and (ii) the
roof, floor slabs, structural supports, structure of the building (including the
plumbing, mechanical, HVAC and electrical systems serving other portions of the
Property in addition to the Premises as they may be expanded hereunder from time
to time) and exterior walls of the Premises, in each case as may be necessary to
keep and maintain the same in good order, condition and repair. So long as the
Tenant keeps in place the service contract for HVAC rooftop units on the
Premises provided for by SECTION 5.2, the Landlord shall replace such units as
may be necessary to keep the same in good working condition and may add the cost
thereof to Operating Expenses. Notwithstanding the foregoing, in no event shall
Landlord be responsible for the repair of glass in the Premises or the doors (or
related finish work).

     5.2  MAINTENANCE AND REPAIR OBLIGATIONS OF TENANT, SURRENDER. The Tenant
shall keep neat and clean and maintain in good order, condition and repair the
Premises, excepting only reasonable wear and tear and damage by fire or other
casualty and as a consequence of the exercise of the power of eminent domain,
and those repairs for which the Landlord expressly is responsible pursuant to
SECTION 5.1. Without limiting the generality of the foregoing, the Tenant shall
be responsible for maintenance and repair of the mechanical, electrical,
plumbing and HVAC systems exclusively serving Building N-2 (the "BASE BUILDING
SYSTEMS"), in each case as may be necessary to keep and maintain the same in
good order, condition and repair, and the Tenant shall enter into and maintain
at all times a regular periodic servicing contract for the HVAC rooftop units on
Building N-2 satisfactory to the Landlord in the Landlord's reasonable
discretion, and shall provide reasonable evidence thereof to the Landlord from
time to time upon request. The Landlord hereby acknowledges that if the HVAC
systems serving the Premises need

                                       23
<PAGE>   27

to be replaced, the Tenant's share of said expenditure shall be limited to its
proportionate share of said expense based on the ratio of the number of years
within the Lease Term (as it maybe extended from time to time) at the time the
replacement is made and the useful life of said capital expenditure, determined
by taking the average of its useful life as determined in accordance with
generally accepted accounting principles and in accordance with industry
standards. The Tenant covenants and agrees that, upon the termination or
expiration of this Lease, the Tenant shall surrender the Premises and, to the
extent required or permitted by SECTION 4.2, all alterations and additions
thereto made by Tenant during the Term of this Lease, in the aforesaid
condition, first removing all goods and effects of the Tenant and, to the extent
required or permitted by SECTION 4.2, all alterations and additions made by the
Tenant and repairing any damage caused by such removal and restoring the
Premises. The Tenant shall not permit or commit any waste, and the Tenant shall
be responsible for the cost of repairs which may be made necessary by reason of
damage to the roof and exterior walls of the Premises and Property Common Areas
reasonable wear and tear excepted, by any Tenant Responsible Party, which shall
be payable to the Landlord upon demand as Additional Rent.

     5.3  LANDLORD'S SERVICES; LANDLORD DELAY; INTERRUPTION. The Landlord shall
provide lighting, maintenance and snow removal for the parking areas and
landscaping maintenance services in and for the Property so as to maintain the
Property in good and operational condition similar to that of comparable
properties, well maintained, in the area in which the Property is located. The
cost of all such services shall be included in Operating Expenses. Landlord
shall provide heating and cooling as may be required to provide reasonably
comfortable space temperature and ventilation for occupants of the Premises.
Landlord shall also provide hot water for lavatory purposes and cold water for
drinking, lavatory and toilet purposes. The cost of such heating, cooling, hot
water and cold water shall be paid by Tenant. In case the Landlord is prevented
or delayed from making any repairs, alterations or improvements, or furnishing
any services or performing any other covenant or duty to be performed on the
Landlord's part by reason of any External Cause, the Landlord shall not be
liable to the Tenant therefor, nor, except as expressly otherwise provided in
this Lease, shall the Tenant be entitled to any abatement or reduction of rent
by reason thereof, nor shall the same give rise to a claim in the Tenant's favor
that such failure constitutes actual or constructive, total or partial, eviction
from the Premises. The Landlord also reserves the right to take any steps
necessary to comply with applicable law, ordinances, codes and regulations. In
no event shall the Landlord be liable to the Tenant for, nor, except as
expressly otherwise provided in this Lease, shall the Tenant be entitled to any
abatement or reduction of rent by reason of the unavailability of heat, light or
any utility or any service, nor shall the same give rise to any claim in the
Tenant's favor that the same constitutes actual or constructive, total, or
partial, eviction from the Premises. However, in the event that there is an
interruption in the availability of such heat, light or other utility or service
such that it materially and adversely effects Tenant's ability to conduct its
business in the Premises, then (i) if the removal of the cause of such
unavailability is within Landlord's control, then effective upon the expiration
of two (2) business days of such unavailability, the Fair Rental Value shall
abate to the extent of such interruption in Tenant's ability to conduct its
business and (ii) if such unavailability is caused by any other cause, then
effective upon the expiration of ten (10) business days of such unavailability,
the Fair Rental Value shall abate to the extent of such interruption in Tenant's
ability to conduct its business.

                                       24
<PAGE>   28

     5.4  ADA COMPLIANCE. The Tenant and the Landlord acknowledge that, in
accordance with the provisions of the Americans with Disabilities Act of 1990
(42 U.S.C. ss.12101, as amended) and the regulations promulgated thereunder (the
"ADA"), responsibility for compliance with the terms and conditions of the ADA
may be allocated as between the Landlord and the Tenant. The Landlord and the
Tenant therefore agree that the Landlord shall be responsible for compliance
with the ADA with respect to the Property Common Areas, including, but not
limited to, the sidewalks, parking areas and exterior walkways, and the Tenant
shall be responsible for compliance with the ADA with respect to the Premises
and all entrances into the Premises.

     5.5  SIGNAGE. The Tenant shall have the right to install and maintain (a) a
principal sign for the Tenant's business on the Premises on Needham Street and
an identification sign on the exterior of the Premises, or (b) a principal sign
on the exterior of the Premises and such secondary signs as may be permitted by
applicable law, ordinances and regulations, in either case so long as the Tenant
complies with all applicable laws, ordinances and regulations and the Tenant
obtains all licenses and permits therefor required by applicable laws,
ordinances and regulations. Any signage installed on the Property by the Tenant
shall be installed by the Tenant in a good and workmanlike manner, using only
new first-class materials, and such signage will be maintained at the Tenant's
sole expense in good condition and repair. The location and design of any
exterior sign shall be subject to the Landlord's prior written approval, not to
be unreasonably withheld as long as the format and design of such signs shall be
consistent with Landlord's general criteria for exterior signage at the
Property. The Landlord agrees to exercise reasonable efforts to permit the
Tenant, Polaroid and Quinn Printing each to have equal shared signage on the
current "monument" along Needham Street. If the three tenants are not able to
share the "monument" the Landlord shall exercise diligent efforts to assure
that none of these three are able to use the "monument".

     5.6  TRASH REMOVAL. The Tenant shall be responsible for removal of all of
the Tenant's trash and refuse from the Property. The Tenant shall arrange for
regular removal thereof so as to keep and maintain the Premises and the Property
in neat, clean and good condition. The Tenant may install one or more trash
receptacles outside the Premises, subject to the prior approval of Landlord as
to size and location, which approval shall not be unreasonably withheld or
delayed. Without limitation of the foregoing, the Tenant shall be responsible
for proper disposal off the Property of all Hazardous Materials used or brought
onto the Premises or the Property by the Tenant or any Tenant Responsible Party.

6.   CERTAIN COVENANTS.

     6.1  PERMITTED USES. The Tenant shall occupy the Premises only for the
Permitted Uses, and shall not injure or deface the Premises or the Property, nor
permit in the Premises any auction sale. Landlord hereby certifies that the
lawful uses of the Premises under the Newton Zoning Ordinance include office
use, certain research and development use and certain manufacturing uses. The
Tenant shall not permit in the Premises any nuisance (other than consistent with
Permitted Uses and then so long as it is limited to Building N-2 and does not
interfere with any other tenant's use and enjoyment), or the emission from the
Premises of any objectionable noise, odor or vibration, nor do or permit any act
or thing on the Premises or the Property which is contrary to any requirement of
law, or which constitutes a public or private

                                       25
<PAGE>   29

nuisance, or which might impair the value of the Property, or which is liable to
invalidate or increase premiums for any insurance on the Premises or the
Property or their contents (unless the Tenant agrees to pay the Landlord for the
total increased cost of such premiums), or which is liable to render necessary
any alteration or addition to the Premises or the Property, nor commit or permit
any waste in or with respect to the Premises or the Property.

     6.2  LAWS AND REGULATIONS AND OTHER COMPLIANCE; LIENS. The Tenant shall
comply with all applicable laws, statutes, codes, ordinances, orders, judgments,
decrees, injunctions, regulations, rules, permits, licenses, authorizations,
directions and requirements of all governments, departments, commissions,
boards, courts, authorities, agencies, officials and officers, foreseen or
unforeseen, ordinary or extraordinary in effect from time to time applicable
with respect to the Tenant's use and occupancy of the Premises, including,
without limitation, by making, any alterations to the Premises required as a
result of the Tenant's specific use and occupancy, subject to the provisions of
this Lease regarding alterations by the Tenant. Without limitation of the
foregoing, the Tenant shall comply with applicable local, state and federal
laws, ordinances, regulations and orders relating to industrial hygiene,
environmental protection, and public health and safety and any applicable
permits, licenses, and other governmental or regulatory approvals regarding the
discharge or emission of regulated materials or wastes in connection with
Tenant's specific operations and occupancy at the Premises. Tenant shall pay all
costs related to such compliance, where such compliance requirements are
triggered by Tenant's specific use and are not triggered by the inherent
character of the space as used for office and warehouse uses, respectively. The
Tenant shall comply with all instruments of record which now or at any time
hereafter may be applicable to the Premises or any part thereof, or any of the
adjoining sidewalks, curbs, fences and vaults, if any, or the ownership or use
of any thereof, of which Tenant has received actual written notice, provided
that the same do not materially adversely affect the rights and remedies of
Tenant pursuant to this Lease; conform to all requirements of all policies of
insurance covering the Premises or insuring the Landlord or the Tenant in
connection therewith and the standards recommended by the Boston Board of Fire
Underwriters applicable to the Tenant's use and occupancy of the Premises; and
not do or permit to be done on or in connection with the Leased Premises any act
or thing which might impose any liability or responsibility upon the Landlord
except those arising from Permitted Uses expressly permitted hereunder, in which
case such uses may be exercised but Tenant hereby agrees that it assumes any and
all liability or responsibility therefor; and not to subject the Leased Premises
to any mortgage, lien, encumbrance or charge, and to discharge any such
mortgage, lien, encumbrance or charge which may arise. The Tenant shall, at the
Tenant's sole cost and expense, obtain all permits, licenses and approvals
required by any governmental authority for the Tenant's specific use and
activities for Permitted Uses on the Premises.

     6.3  RULES AND REGULATIONS. The Tenant shall not unreasonably obstruct in
any manner any portion of the Property not hereby leased; and shall comply with
all reasonable rules and regulations of uniform application to all occupants of
the Property now or hereafter made by the Landlord, of which the Tenant has been
given notice, for the care and use of the Buildings, and the Property Common
Areas (the "RULES AND REGULATIONS"). The initial Rules and Regulations are
attached hereto as EXHIBIT E. The Landlord shall not be liable to the Tenant for
the failure of other occupants of the Property to conform to any of the Rules
and Regulations, but the Landlord shall enforce such Rules and Regulations in a
non-discriminatory and uniform manner.

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<PAGE>   30

     6.4  SAFETY COMPLIANCE. The Tenant shall keep the Premises equipped with
all safety appliances required by law or ordinance or any other regulations of
any public authority or reasonable insurance underwriting requirements of which
the Tenant has been given reasonable prior notice and procure all licenses and
permits so required because of such use and, if requested by the Landlord, do
any work so required because of such use and such requirements, it being
understood that the foregoing provisions shall not be construed to broaden in
any way the Tenant's Permitted Uses.

     6.5  LANDLORD'S ENTRY. The Tenant shall permit the Landlord, its agents and
any ground lessor and mortgagee, upon no less than 24 hours prior notice except
in the case of emergencies, to enter the Premises at all reasonable hours for
the purpose of inspecting or of making repairs to the same, and for the purpose
of showing the Premises to prospective purchasers, investors, ground lessors and
mortgagees during normal business hours, and to prospective tenants during the
last twelve (12) months of the Term. In connection with such entry, the Landlord
shall exercise reasonable efforts to minimize any interference with the Tenant's
use of the Premises. In addition, the Master Landlord shall have the right to
enter the Premises pursuant to SECTION 6 of the Master Lease.

     6.6  PERSONAL PROPERTY TAX. The Tenant shall pay promptly when due all
taxes which may be imposed upon the Tenant's personal property (including,
without limitation, fixtures and equipment) in the Premises to whomever
assessed.

     6.7  ASSIGNMENT AND SUBLEASES.

          (a)  The Tenant covenants and agrees that 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, whether
voluntarily, involuntarily, by operation of law or otherwise, 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 the Tenant, or used or occupied or permitted
to be used or occupied, by anyone other than the 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 by
the Tenant or any person acting on behalf of the Tenant, without, in each case,
the prior written consent of the Landlord, which consent shall not be
unreasonably withheld or delayed, and, in the event that the Landlord consents
to any subletting, no subtenant in any event shall be permitted to further
assign, sublet or otherwise transfer its interest under this Lease, except in
accordance with this section in any manner described in this paragraph (a).
Subject to the provisions of paragraph (b) hereof, the provisions of this
PARAGRAPH (a) shall apply, without limitation, to a transfer (by one or more
transfers) of a controlling portion of or interest in the stock or partnership
or membership interests or other evidences of equity interests of the Tenant as
if such transfer were an assignment of this Lease; provided that if equity
interests in the Tenant at any time are or become traded on a public stock
exchange, the transfer of equity interests in the Tenant on a public stock
exchange shall not be deemed an assignment within the meaning of this Section.

          (b)  The provisions of PARAGRAPH (a) shall not apply to (and a
Landlord consent shall not be required in connection with) either (x)
transactions with an entity into or

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<PAGE>   31

with which the Tenant is merged, consolidated or reorganized, or in connection
with which all or substantially all of the Tenant's assets are transferred, by
sale of stock or assets or (y) transactions with any entity which controls or is
controlled by the Tenant or is under common control with the Tenant (any of the
foregoing being referred to herein as an "Affiliate Transfer") provided that in
any such event:

               (i)  the successor to the Tenant has a net worth, computed in
          accordance with generally accepted accounting principles consistently
          applied, at least equal to the greater of (1) the net worth of the
          Tenant immediately prior to such merger, consolidation, reorganization
          or transfer, or (2) the net worth of the Tenant herein named on the
          date of this Lease,

               (ii) proof satisfactory to the Landlord of such net worth shall
          have been delivered to the Landlord at least ten (10) days prior to
          the effective date of any such transaction, and

               (iii) the assignee agrees directly with the Landlord, by written
          instrument in form satisfactory to the Landlord in its reasonable
          discretion, to be bound by all the obligations of the Tenant
          hereunder, including, without limitation, the covenant against further
          assignment and subletting.

          (c)  ACCEPTANCE OF RENT. If this Lease be assigned, or if the Premises
or any part thereof be sublet or occupied by anyone other than the Tenant,
whether or not in violation of the terms and conditions of this Lease, the
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 Tenant from the further performance
of covenants on the part of the Tenant to be performed hereunder. Any consent by
the Landlord to a particular subletting or occupancy shall not in any way
diminish the prohibition stated in PARAGRAPH (a) or the continuing liability of
the original named Tenant. No assignment or subletting hereunder shall relieve
the Tenant from its obligations hereunder, and the Tenant shall remain fully and
primarily liable therefor. No assignment or subletting shall expand the signage
rights provided for by this Lease.

          (d)  In the event Landlord consents to any assignment or subletting
one half of any rent payable to Tenant in excess of the Annual Fixed and
Additional Rent (i.e. Tax Increases and Operating Cost Increase payable by
Tenant under this Lease) shall be the sole property of Landlord, payable as
Additional Rent upon demand of Landlord; however, prior to calculating the
amount of such excess rent to be shared by Landlord and Tenant, Tenant shall be
entitled to net out (and retain) as amortized (with interest on the unamortized
balance of such expenses at Tenant's actual borrowing rate on funds borrowed for
the purpose of paying such costs) over the remaining term of the Lease the
following of its out-of-pocket third-party costs of such transaction: reasonable
attorney's fees, broker's commission, and advertising/marketing costs, tenant
improvement costs, tenant inducements and other reasonable out-of pocket
expenses incurred in connection with such assignment or subletting. The
provisions of this paragraph (d)

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<PAGE>   32

shall not apply in connection with an Affiliate Transfer, and accordingly, no
excess rent shall be due and payable to Landlord in connection therewith.

7.   INDEMNITY AND INSURANCE.

     7.1  TENANT'S INDEMNITY. To the maximum extent this agreement may be made
effective according to law, and except as otherwise expressly provided in this
Lease, the Tenant agrees to indemnify and save harmless the Landlord from and
against all claims, loss, or damage of whatever nature to the extent (except to
the extent that the same results from the negligence or intentional misconduct
of Landlord, or the Landlord's responsible parties (as hereinafter defined): (i)
arising from any negligent act or omission relating to an express obligation
under this Lease or willful misconduct of any Tenant Responsible Party or any
accident, injury to or death of persons or loss of or damage to property
whatsoever, in each case occurring during the Term and thereafter, so long as
the Tenant is in occupancy of any part of the Premises, and in each case
occurring in the Premises, or (ii) arising from any accident, injury or damage
occurring outside the Premises but in or on the Property Common Areas, or any
other areas within the Buildings or on the Land, where such accident, injury or
damage results, from the Tenant's use or occupancy of the Premises or from any
act or omission relating to an express obligation under this Lease on the part
of any Tenant Responsible Party; provided that the foregoing indemnity shall not
include any cost or damage to the extent arising from the negligence or willful
misconduct of the Landlord or the Landlord's contractors, licensees, invitees,
agents, servants or employees or others for whom the Landlord is legally
responsible (collectively, with the Landlord, "LANDLORD RESPONSIBLE PARTIES").
This indemnity and hold harmless agreement shall include indemnity against
reasonable attorneys' fees and all other costs, expenses and liabilities
incurred or in connection with any such claim or proceeding brought thereon, and
the defense thereof. The claims subject to the foregoing indemnity by Tenant
shall include any claims by the Master Landlord under SECTION 9(A) of the Master
Lease arising from the Tenant's use or occupancy of the Premises.

     7.2  LIABILITY INSURANCE. The Tenant agrees to maintain in full force from
the date upon which the Tenant first enters the Premises for any reason,
throughout the Term, and thereafter, so long as the Tenant is in occupancy of
any part of the Premises:

          (a)  a policy of comprehensive general liability insurance under which
the Master Landlord, the Landlord (and the Landlord's managing agent, any ground
lessor and any holder of a mortgage on the Property of whom the Tenant is
notified in writing by the Landlord), Bull HN Information Systems Inc. ("BULL"),
and Honeywell Inc. ("Honeywell"), are named as additional insureds, and under
which the insurer provides a contractual liability endorsement insuring against
all cost, expense and liability arising out of or based upon any and all claims,
accidents, injuries and damages described in SECTION 7.1, in the broadest form
of such coverage from time to time available; and

          (b)  workers' compensation insurance as required by state law.

Each such policy shall be noncancellable and nonamendable with respect to the
Master Landlord and its mortgagees, the Landlord, its managing agent and such
ground lessors and mortgagees, Bull and Honeywell, without thirty (30) days'
prior written notice to the Landlord, its managing

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<PAGE>   33

agent and such ground lessors and mortgagees and, at the election of the
Landlord, either a certificate of insurance or a duplicate original policy shall
be delivered to the Landlord prior to the Commencement Date or any entry into
the Premises by the Tenant prior to the Commencement Date, and in any event, not
less than thirty (30) days prior to expiration. The minimum limits of liability
of such comprehensive general liability insurance shall be Five Million Dollars
($5,000,000.00) for combined bodily injury (or death) and damage to property
(per occurrence), or such higher amount as the Landlord reasonably may require
from time to time, taking into account amounts commonly carried by similar
tenants in similar buildings in the vicinity of the Property. Such liability
limits may be satisfied by adding Tenant's so-called "umbrella" liability
coverage to its base general liability insurance. The Landlord shall carry such
liability insurance with respect to operations at the Property as may from time
to time reasonably be deemed prudent by the Landlord or required by any
mortgagee holding a first mortgage thereon or any ground lessor of the Land. All
such insurance shall be written by companies of recognized financial standing
which are authorized to do an insurance business in Massachusetts. Such
insurance may be obtained by the Tenant by endorsement on its blanket insurance
policies. Every such policy shall contain, to the extent obtainable, an
agreement by the insurer that any loss otherwise payable thereunder shall be
payable notwithstanding any act or negligence of the Master Landlord, the
Landlord, or the Tenant which might, absent such agreement, result in a
forfeiture of all or a part of such insurance payment and notwithstanding (i)
the occupation or use of the Premises for purposes more hazardous than permitted
by the terms of such policy, (ii) any foreclosure or other action or proceeding
taken by any of the Master Landlord's mortgagees of which the Tenant has notice
pursuant to any provision of any such mortgagees' mortgage upon the happening of
an event of default, as defined therein, or (iii) any change in title or
ownership of the Property.

     The Tenant shall deliver to the Landlord promptly after the execution and
delivery of this Lease the original or duplicate policies or certificates of the
insurance required to be carried by Tenant hereunder, and the Tenant shall,
within thirty (30) days prior to the expiration of any such insurance, deliver
other original or duplicate policies or other certificates of insurance
evidencing the renewal of such insurance. The Tenant shall not obtain or carry
separate insurance concurrent in form or contributing in the event of loss with
that required hereunder unless each of the Master Landlord and the Landlord is
included therein as a named insured. The Tenant shall promptly notify the
Landlord whenever any such separate insurance is obtained and shall deliver to
the Landlord the policy or policies or certificates evidencing the same.

     Should the Tenant fail to effect, maintain or renew any insurance provided
for in this Section, or to pay the premium therefor, or to deliver to the
Landlord any of such policies or certificates, then and in any of said events
the Landlord, at its option, but without obligation so to do, may, upon five (5)
days notice to the Tenant of its intention to do so, procure such insurance, and
any sums expended to procure such insurance shall be Additional Rent hereunder
and shall be repaid by the Tenant within five (5) days following the date on
which the Tenant receives notice that such expenditure has been made by the
Landlord.

     7.3  TENANT'S RISK. The Tenant agrees to use and occupy the Premises and to
use such other portions of the Property as the Tenant is herein given the right
to use at the Tenant's own risk. The Landlord shall not be liable to the Tenant,
its employees, agents, invitees or contractors for any damage, injury, loss,
compensation, or claim (including, but not limited to, claims for the

                                       30
<PAGE>   34

interruption of or loss to the Tenant's business) except to the extent that the
same arises from the gross negligence or intentional misconduct of the Landlord,
based on, arising out of or resulting from any cause whatsoever, including, but
not limited to, repairs to any portion of the Premises or the Property, any
fire, robbery, theft, mysterious disappearance and/or any other crime or
casualty, the actions of any other tenants of the Property or of any other
person or persons, or any leakage in any part or portion of the Premises or the
other Buildings, or from water, rain or snow that may leak into, or flow from
any part of the Premises or the other Buildings, or from drains, pipes or
plumbing fixtures in the Premises or the other Buildings. Any goods, property or
personal effects stored or placed in or about the Premises shall be at the sole
risk of the Tenant, and neither the Landlord nor the Landlord's insurers shall
in any manner be held responsible therefor, except to the extent that the same
arises from the gross negligence or intentional misconduct of Landlord
Notwithstanding the foregoing, the Landlord shall not be released from liability
for any injury, loss, damages or liability to the extent arising from any gross
negligence or willful misconduct of the Landlord Responsible Parties; provided,
however, that in no event shall the Landlord have any liability to the Tenant
based on any loss with respect to or interruption in the operation of the
Tenant's business. The Tenant shall carry "all-risk" property insurance on a
"replacement cost" basis, insuring the Tenant's removable property and any
alterations made by the Tenant pursuant to ARTICLE 4, to the extent that the
same have not become the property of the Landlord.

     7.4  PROPERTY INSURANCE. The Landlord shall carry such property insurance
upon and with respect to the Premises (including the improvements to be made to
the Premises pursuant to Section 2.9 of this Lease) and the Property Common
Areas as may from time to time reasonably be deemed prudent by the Landlord or
required by any mortgagee holding a first mortgage thereon or any ground lessor
of the Land, and in any event, an "all risk" property insurance policy (or its
equivalent from time to time), on a full replacement cost basis, subject to a
commercially reasonable deductible and exclusive of foundations, site
preparation and other nonrecurring construction costs. The Landlord's insurance
pursuant to this SECTION 7.4 may be in the form of a blanket policy, so long as
it provides for an agreed amount with respect to the Premises and the Property
Common Areas. The Tenant shall carry property insurance upon and with respect to
all of its tenant improvements (other than the tenant improvements to be made to
the Premises pursuant to Section 2.9 of this Lease, which shall be Landlord's
responsibility to insure), fixtures, equipment and personal property located on
the Premises, insuring against loss by fire and other risks which are required
to be insured against by the Landlord.

     7.5  WAIVER OF SUBROGATION. Any insurance carried by either party under
this Lease with respect to the Buildings, the Land, the Premises, parking
facilities or any property therein or occurrences thereon shall, without further
request by either party, if it can be so written without additional premium, or
with an additional premium which the other party elects to pay, include a clause
or endorsement denying to the insurer rights of subrogation against the other
party to the extent rights have been waived by the insured prior to occurrence
of injury or loss. Each party, notwithstanding any provisions of this Lease to
the contrary, hereby waives any rights of recovery against the other for injury
or loss, including, without limitation, injury or loss caused by negligence of
such other party, due to hazards covered by insurance containing such clause or
endorsement to the extent of the indemnification received thereunder.

     7.6  INDEMNITY PROCEDURAL PROVISIONS.

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<PAGE>   35

     The following provisions shall apply to the indemnities provided for by
this Lease. For purposes of this section, the party obligated to provide an
indemnity hereunder is referred to as the "Indemnitor", and the party benefited
by the indemnity is referred to as the "Indemnified Party."

          (a)  An Indemnitor shall have no obligation of indemnity hereunder
with respect to any claim, suit, indemnity or proceeding hereunder unless a
reasonably prompt written notice is given to the Indemnitor by the Indemnified
Party after the Indemnified Party receives actual notice of the making of any
claim or the commencement of any suit, action or proceeding giving rise or
potentially giving rise to the liability of the Indemnitor hereunder (an
"INDEMNIFIED CLAIM").

          (b)  The Indemnitor shall be entitled to participate in, and assume
sole control over, the defense of any such Indemnified Claim with counsel at its
own expense; provided, however, that (i) the Indemnified Party shall be entitled
to participate in the defense and to employ counsel at its own expense to assist
in such defense; and (ii) the Indemnitor shall obtain the prior written approval
of the Indemnified Party, which shall not be unreasonably withheld or delayed,
before entering into any settlement or ceasing to defend against any such
Indemnified Claim, if pursuant to or as a result of such settlement or
cessation, injunctive or other equitable relief would be imposed against the
Indemnified Party. After written notice by the Indemnitor to the Indemnified
Party of the Indemnitor's election to assume control of the defense of any such
Indemnified Claim pursuant to the terms hereof, the Indemnitor shall not be
liable to any Indemnified Party hereunder for any expenses subsequently incurred
by such Indemnified Party in connection with the defense thereof other than
reasonable costs of investigation, provided, however, that if the Indemnitor
fails to take reasonable steps necessary to defend diligently such Indemnified
Claim within twenty (20) calendar days after receiving written notice from an
Indemnified Party that such Indemnified Party believes that the Indemnitor has
failed to take such steps, such Indemnified Party may assume its own defense,
and the Indemnitor will be liable for all reasonable costs and expenses paid or
incurred in connection therewith. Without the prior written consent of the
Indemnified Party, the Indemnitor will not enter into a settlement of any
Indemnified Claim that would lead to liability or create any financial or other
obligation on the part of the Indemnified Party for which the Indemnified Party
is not entitled to indemnification hereunder. If a firm offer is made to settle
an Indemnified Claim without leading to liability or the creation of a financial
or other obligation on the part of an Indemnified Party, and the Indemnitor
desires to accept and agree to such offer, the Indemnitor will give written
notice to such Indemnified Party to that effect. If such Indemnified Party fails
to consent to such firm offer within ten (10) calendar days after its receipt of
such notice, such Indemnified Party may continue to contest or defend such
Indemnified Claim and, in such event, the maximum liability of the Indemnitor as
to such Indemnified Claim will not exceed the amount of such settlement offer,
plus reasonable costs and expenses (not including expenses of settlement) paid
or incurred by such Indemnified Party through the end of such ten (10) calendar
day period. in no event shall any Indemnified Party settle any claim for which
any Indemnified Party seeks indemnification hereunder without the prior written
consent of the Indemnitor.

          (c)  In any proceeding involving the Indemnified Claim of any third
party, the Indemnitor and each Indemnified Party shall cooperate fully in the
defense of any such claim. Without limiting the generality of the foregoing,
each Indemnified Party shall furnish the

                                       32
<PAGE>   36

Indemnitor such documentary or other evidence as is then in its possession as
may be reasonably requested by the Indemnitor for the purpose of defending any
such Indemnified Claim.

          (d)  Any notices to an Indemnified Party hereunder shall be given
pursuant to the notices provision hereof.

8.   CASUALTY AND EMINENT DOMAIN.

     8.1  RESTORATION FOLLOWING CASUALTIES. If, during the Term, a portion of
the Premises or any of the Property Common Areas shall be damaged by fire or
other casualty ("DAMAGED AREA"), subject to the exceptions and limitations
provided below, the Landlord shall proceed promptly to exercise diligent efforts
to restore the Damaged Area to substantially the condition thereof at the time
of such damage, but the Landlord shall not be responsible for delay in the
Landlord's receipt of insurance proceeds or any delay in such restoration which
may result from any External Cause. The Landlord shall have no obligation to
expend in the reconstruction of the Damaged Area more than the actual amount of
the insurance proceeds actually received by the Landlord with respect to the
fire or other casualty plus the amount of any deductible. Any restoration of the
Damaged Area shall be altered to the extent necessary to comply with then
current laws and applicable codes. Further, the Landlord shall have no
obligation to repair or restore any tenant improvements made by the Tenant
(other than the improvements made to the Premises pursuant to Section 2.9 hereof
and then only to the extent such improvements are insured and that adequate
insurance proceeds are released to Landlord to pay for such repairs or
restoration) or any of the Tenant's trade fixtures or personal property.

     8.2  TERMINATION ELECTIONS. In the event that (a) at any time during the
Term the Premises is damaged by fire or other casualty such that the damage
cannot be substantially restored within two hundred and seventy (270) days after
the casualty, or (b) at any time during the last two years of the Term the
Premises are damaged by fire or other casualty such that the damage cannot be
substantially restored within one year after the casualty (either such event, a
"SUBSTANTIAL CASUALTY"), either party shall have the right, at any time within
sixty (60) days after the casualty to terminate this Lease by giving written
notice to the other party, and, in addition, if the Landlord's mortgagee, ground
lessor or other lender refuses in the event of a Substantial Casualty to make
the insurance proceeds available to the Landlord for repair and restoration, the
Landlord shall have the right, at any time within thirty (30) days after
receiving notice from the mortgagee, ground lessor or other lender of its
refusal to release the insurance proceeds, but in no event later than one
hundred twenty (120) days following the casualty, to terminate this Lease by
giving written notice to the Tenant. Where the Landlord is obligated to exercise
diligent efforts to restore the Premises, unless such restoration is
substantially completed within two hundred and seventy days (270) from the date
of the casualty, such period to be subject, however, to extension where the
delay in completion of such work is due to External Causes (but in no event
beyond twelve (12) months from the date of the casualty), the Tenant shall have
the right to terminate this Lease at any time within thirty (30) days after the
expiration of such two hundred and seventy day (270) (as extended due to
External Causes but in no event beyond twelve (12) months from the date of the
casualty) period, such termination to take effect as of the date of the Tenant's
notice.

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<PAGE>   37

     8.3  CASUALTY AT EXPIRATION OF LEASE. Notwithstanding anything to the
contrary contained in this Lease, if the Premises shall be damaged by fire or
casualty in such a manner that the Premises cannot, in the ordinary course,
reasonably be expected to be repaired within seventy five (75) days from the
commencement of repair work and such damage occurs within the last twelve (12)
months of the Term (as the same may have been extended prior to such fire or
casualty), either party shall have the right, by giving notice to the other not
later than sixty (60) days after such damage, to terminate this Lease, whereupon
this Lease shall terminate as of the date of such notice.

     8.4  EMINENT DOMAIN. Except as hereinafter provided, if the Premises, or
such portion thereof (or the access thereto unless comparable replacement access
is provided) as to materially impair (if reconstructed to the maximum extent
practicable in the circumstances) the continued conduct of the Tenant's business
at the Premises, or the Property Common Areas, or such portion thereof as to
render the Premises inaccessible such that the continued conduct of the Tenant's
business at the Premises is materially impaired, shall be taken by condemnation
or right of eminent domain and the Landlord has no reasonable means of remedying
or replacing said problem within two hundred and seventy (270) days after the
date of such taking, the Tenant shall have the right to terminate this Lease by
notice to the Landlord of its desire to do so, provided that such notice is
given not later than forty five (45) days after the effective date of such
taking. If so much of the Premises, or so much of the Property Common Areas,
shall be so taken that it would be appropriate to raze the Premises, or due to
the lack of sufficient proceeds from the eminent domain taking not retained by
any mortgagee or ground lessor, what may remain of the Premises and the Property
cannot be put into a condition such that the continued conduct of the Tenant's
business is not materially impaired, then each of the Landlord and the Tenant
may terminate this Lease by giving notice to the other of its desire to do so
not later than forty five (45) days after the effective date of such taking.

     Should any part of the Premises or the Property be so taken or condemned
during the Term, and should this Lease be not terminated in accordance with the
foregoing provisions, the Landlord agrees to use diligent efforts to put what
may remain of the Premises and the Property into proper condition for use and
occupation as nearly like the condition of the Premises and the Property prior
to such taking as shall be practicable, subject, however, to applicable laws and
codes then in existence, and so long as the proceeds actually received by the
Landlord from the eminent domain taking are sufficient therefor. In no event
shall the Landlord be obligated to expend more than the amount of proceeds from
the eminent domain taking actually received by the Landlord on such work.

     8.5  RENT AFTER CASUALTY OR TAKING. If the Premises shall be damaged by
fire or other casualty or taking (and prior to any termination of this Lease
pursuant to this Article 8), the Annual Fixed Rent and Additional Rent shall be
justly and equitably abated and reduced according to the nature and extent of
the loss of use thereof suffered by the Tenant. In the event of a taking which
permanently reduces the area of the Premises or the Property Common Areas, a
just proportion of the Annual Fixed Rent shall be abated for the remainder of
the Term. Any disputes between Tenant and Landlord arising hereunder about the
extent of any such abatement shall be resolved pursuant to the format set forth
in Exhibit I hereto.

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<PAGE>   38

     8.6  TAKING AWARD. Except as otherwise provided in this SECTION 8.6, the
Landlord shall have and hereby reserves and excepts, and the Tenant hereby
grants and assigns to the Landlord, all rights to recover for any damages to the
Premises and/or any other part of the Property, and the leasehold interest
hereby created, and to compensation accrued or hereafter to accrue by reason of
any such taking, as aforesaid, and by way of confirming the foregoing, subject
to this SECTION 8.6, the Tenant hereby grants and assigns to the Landlord, all
rights to such damages or compensation. Nothing contained herein shall be
construed to prevent the Tenant from prosecuting in any condemnation proceedings
a claim for relocation expenses, trade fixtures, equipment and other personal
property of the Tenant that is part of a separate award to the Tenant and which
does not diminish the award payable to the Landlord or the Master Landlord as a
result of the taking.

9.   DEFAULT.

     9.1  TENANT'S DEFAULT. Each of the following shall constitute an Event of
Default:

          (a)  Failure on the part of the Tenant to pay the Annual Fixed Rent,
Additional Rent or other charges for which provision is made herein on or before
the date on which the same become due and payable, if such condition continues
for five (5) days after notice from Landlord to Tenant thereof, however,
Tenant shall not be entitled to such notice more often than once in any twelve
(12) month period

          (b)  Failure on the part of the Tenant to perform or observe any other
term or condition contained in this Lease if the Tenant shall not cure such
failure within thirty (30) days after notice from the Landlord to the Tenant
thereof, provided that in the case of breaches of obligations under this Lease
which are susceptible to cure but cannot be cured within thirty (30) days
through the exercise of due diligence, so long as the Tenant commences such cure
within thirty (30) days and the Tenant diligently and continuously pursues such
cure to completion, such breach shall not be deemed to create an Event of
Default, so long as Master Landlord does not declare an Event of Default under
the Master Lease as a result of such Event of Default hereunder;

          (c)  The taking of the estate hereby created on execution or by other
process of law; or if the Tenant shall make an assignment for the benefit of
creditors or shall be adjudicated 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 (other than the Bankruptcy Code, as hereinafter defined), or shall seek
or consent to or acquiesce in the appointment of any trustee, receiver or
liquidator of the 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 the filing of a voluntary petition by the Tenant, or the entry of an
order for relief against the Tenant, under Chapter 7, 11, or 13 of 11 U.S.C.
ss.101 ET SEG., as amended or replaced from time to time (the "BANKRUPTCY
CODE"); or a petition shall be filed against the Tenant under any law (other
than the Bankruptcy Code) seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief under any present or
future Federal, State or other statute, law or regulation and shall remain
undismissed or unstayed for an aggregate of ninety (90) days (whether or not
consecutive), or if any trustee, conservator, receiver or

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liquidator of the Tenant or of all or any substantial part of its properties
shall be appointed without the consent or acquiescence of the Tenant and such
appointment shall remain unvacated or unstayed for an aggregate of ninety (90)
days (whether or not consecutive).

     If an Event of Default shall occur, then, in any such case the Landlord
lawfully may, immediately or at any time thereafter, give notice to the Tenant
specifying the Event of Default, and this Lease shall come to an end on the date
specified therein as fully and completely as if such date were the date herein
originally fixed for the expiration of the Lease Term, and the Tenant will then
quit and surrender the Premises to the Landlord, but the Tenant shall remain
liable as hereinafter provided.

     9.2  DAMAGES. In the event that this Lease is terminated, at the Landlord's
election, the Tenant covenants to pay to the Landlord forthwith on the
Landlord's demand, as compensation, an amount (the "LUMP SUM PAYMENT") equal to
the excess, if any, of the discounted present value (discounted at an annualized
rate of seven percent (7%)) of the total rent reserved for the remainder of the
Term over the then discounted present fair rental value of the Premises for the
remainder of the Term. In calculating the rent reserved, there shall be
included, in addition to the Annual Fixed Rent and all Additional Rent, the
value of all other considerations agreed to be paid or performed by the Tenant
over the remainder of the Term. Without in anyway limiting the foregoing and in
addition thereto, at the Landlord's election, the Tenant shall pay punctually to
the Landlord all the sums ("PERIODIC PAYMENTS") and perform all the obligations
which the Tenant covenants in this Lease to pay and to perform in the same
manner and to the same extent and at the same time as if this Lease had not been
terminated. In calculating the amounts to be paid by the Tenant under the
foregoing covenant, the Tenant shall be credited with the amount of the Lump Sum
Payment allocable to the Specific Periodic Payment and the net proceeds of any
rent obtained by reletting the Premises, after deducting all the Landlord's
expenses in connection with such reletting, including, without limitation, all
repossession costs, brokerage commissions, reasonable fees for legal services
and expenses of preparing the Premises for such reletting. The Landlord may (i)
relet the Premises, or any part or parts thereof, for a term or terms which may,
at the Landlord's option, exceed or be equal to or less than the period which
would otherwise have constituted the balance of the Term, and may grant such
concessions and free rent as the Landlord considers necessary to relet the same
and (ii) make such alterations, repairs and improvements in the Premises as the
Landlord considers necessary to relet the same. Landlord shall use reasonable
efforts to mitigate its damages in the event of a termination pursuant hereto.

     9.3  CUMULATIVE RIGHTS. The specific remedies to which the Landlord may
resort under the terms of this Lease are cumulative and are not intended to be
exclusive of any other remedies or means of redress to which it may be lawfully
entitled in case of any breach or threatened breach by the Tenant of any
provisions of this Lease. Nothing contained in this Lease shall limit or
prejudice the right of the Landlord to prove for and obtain in proceedings for
bankruptcy, insolvency or like proceedings by reason of the termination of this
Lease, an amount equal to the maximum allowed by any statute or rule of law in
effect at the time when, and governing the proceedings in which, the damages are
to be proved, whether or not the amount be greater, equal to, or less than the
amount of the loss or damages referred to above.

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<PAGE>   40

     9.4  LANDLORD'S SELF-HELP. If the Tenant shall at any time default in the
performance of any obligation under this Lease, the Landlord shall have the
right, but not the obligation, upon not less than ten (10) days' prior written
notice to the Tenant (except in case of emergency, in which case no notice need
be given), to perform such obligation, and the costs to the Landlord thereof
shall be payable by the Tenant to the Landlord upon demand as Additional Rent.
The Landlord may exercise its rights under this Section without waiving any
other of its rights or releasing the Tenant from any of its obligations under
this Lease.

     9.5  ENFORCEMENT EXPENSES. Each party shall promptly reimburse the other
party for all costs and expenses, including without limitation reasonable legal
fees, incurred by the other party in enforcing its remedies under this Lease
following the other party's failure to comply with its obligations hereunder (in
the case of the Tenant, whether or not such failure constitutes an Event of
Default on the part of the Tenant) equal to the maximum allowed by any statute
or rule of law in effect at the time when, and governing the proceedings in
which, the damages are to be proved, whether or not the amount be greater, equal
to, or less than the amount of the loss or damages referred to above.

     9.6  LATE CHARGES AND INTEREST ON OVERDUE PAYMENTS. In the event that any
payment of Annual Fixed Rent or Additional Rent shall not be paid within ten
(10) days of the date the same is due, regardless of whether the same
constitutes an Event of Default, there shall become due to the Landlord from the
Tenant, as Additional Rent and as compensation for the Landlord's extra
administrative costs in investigating the circumstances of late rent, a late
charge of five percent (5%) of the amount overdue. In addition, any Annual Fixed
Rent and Additional Rent not paid within five (5) days of when due shall bear
interest from the date due to the Landlord until paid at the variable rate (the
"DEFAULT INTEREST RATE") equal to the higher of (i) the rate from time to time
at which interest accrues on amounts not paid when due under the terms of the
Landlord's first mortgage financing for the Premises, as from time to time in
effect, and (ii) one hundred and fifty percent (150%) of the Interest Rate, but
in no event higher than the maximum rate permitted by law.

     9.7  CONSEQUENTIAL DAMAGES. Notwithstanding anything in this Lease to the
contrary, in no event shall either party be liable to the other under this Lease
for incidental, indirect, special or consequential damages of any kind or nature
regardless of the form of action through which such damages are sought.

10.  ENVIRONMENTAL MATTERS.

     10.1 TENANT'S USE OF HAZARDOUS MATERIALS.

          (a)  Tenant may use chemicals such as lubricants, solvents and
cleaning fluids of the kind and in amounts and in the manner customarily found
and used in the operation of an office in order to conduct its business at the
Premises and to maintain and operate customary office machinery located in the
Premises and Tenant may also use those chemicals listed on Exhibit J hereto
subject to applicable laws, permits and regulations and subject to the terms of
the memorandum attached as part of Exhibit J (collectively, all such chemicals
being referred to herein as the "PERMITTED MATERIALS"). Tenant shall not use,
store, handle, treat, transport, release or dispose of any other Hazardous
Materials on or about the Premises or the Property without

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<PAGE>   41

Landlord's prior written consent, which Landlord may withhold or condition in
Landlord's sole discretion. Any handling, treatment, transportation, storage,
disposal or use of Hazardous Materials by the Tenant in or about the Premises or
the Property shall comply with all applicable Environmental Laws. The Tenant
shall not dispose of any Hazardous Materials on the Property, and shall not
dispose of Hazardous Materials in any trash receptacles or other facilities or
areas on the Property. Neither the Premises, nor any other part of the Property
shall be used in any manner by the Tenant for the storage of any Hazardous
Materials, except for the temporary storage of the Permitted Materials on the
Premises, provided the Permitted Materials are properly stored in a manner and
location complying with all applicable Environmental Laws. The Tenant shall be
responsible for obtaining any required authorizations, licenses or permits and
paying any fees and providing any testing required by any governmental authority
in connection with the Permitted Materials. No portion of the Premises or the
Property shall be used by the Tenant as a landfill or a dump. The Tenant shall
not install any underground tanks of any type. The Tenant shall not bring any
Hazardous Materials onto the Premises or the Property, except for the Permitted
Materials, and if so brought or found thereon, the Tenant, at its sole cost and
expense, shall immediately remove, properly dispose of, and diligently undertake
all required cleanup procedures with respect to the same pursuant to all
applicable Environmental Laws.

          (b)  The Landlord and the Landlord's representatives shall have the
right, but not the obligation, during normal business hours upon twenty four
(24) hours prior notice (except in the case of an emergency) to enter the
Premises for the purpose of inspecting the storage, use and disposal of
Hazardous Materials and to ensure compliance with all Environmental Laws. Should
it be determined, in the Landlord's reasonable opinion, that any Hazardous
Materials are being improperly stored, used or disposed of, the Tenant shall
immediately take such corrective action, as reasonably requested by the
Landlord. Should the Tenant fail to commence such corrective action as promptly
as is reasonably possible, but in no event less than ten (10) business days
after receiving notice following the Tenant's receipt of Landlord's written
notice thereof (except that only notice as may be practical shall be required in
an emergency), the Landlord shall have the right to perform the corrective
action, and the Tenant shall reimburse Landlord upon demand as Additional Rent
for any and all costs associated with the corrective action. If, at any time
during or after the Term, the Premises or any other part of the Property are
deemed by a governmental agency to be in violation of any Environmental Law as a
result of the Tenant's Permitted Materials or any other Hazardous Materials
produced, stored or brought onto the Premises, or the Tenant's use or occupancy
of, or activity on or about the Premises or the Property, then the Tenant shall
diligently institute and prosecute to completion remediation and cleanup
procedures in full compliance with all Environmental Laws.

          (c)  Tenant shall give written notice to Landlord as soon as
reasonably practicable of (i) any communication received by Tenant from any
governmental authority concerning Hazardous Materials which relates to the
Premises or the Property, and (ii) any Environmental Condition of which Tenant
is aware to the extent the Environmental Condition is on the Premises, and of
which Tenant has actual knowledge to the extent the Environmental Condition is
on the Property in a location other than the Premises. For purposes hereof,
"Environmental Condition" shall mean any disposal, release or threat of release
of Hazardous Materials on, from or about the Premises or the Property or storage
of Hazardous Materials on the Property. The Tenant shall provide to the
Landlord, as and when required by the Landlord (which may be required by
Landlord whenever it has reasonable cause to so require and,

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<PAGE>   42

otherwise, no more often than once in any twelve (12) month period), evidence
that the Tenant is using such Hazardous Materials in compliance with all
Environmental Laws, and the Tenant shall comply with reasonable safeguards
established by the Landlord for the Property Common Areas with respect to the
delivery and transportation of the Hazardous Materials to the Premises.

          (d)  The Tenant acknowledges that asbestos and asbestos-containing
materials are present in and on the Premises, some of which asbestos and
asbestos containing materials have been encapsulated in accordance with
applicable law and some of which have not. Without limiting the generality of
Section 4.5 above, the Tenant hereby accepts the Premises with such asbestos and
asbestos-containing materials, having had adequate opportunity to inspect the
Premises. Landlord covenants and agrees, at its sole cost and expense, (i) that
it will comply with the "Asbestos Operations and Maintenance Program Buildings
NTI, NT2 and NT3 Polaroid Corporation, 153 Needham Street, Newton,
Massachusetts" prepared by Clayton Environmental Consultants and dated January
22, 1999 with respect to the Premises, as it may be amended from time to time,
and (ii) that it will comply with all federal, state and local laws, rules,
regulations and ordinances governing the asbestos and asbestos-containing
material located within the Premises, including, without limitation, the
following: all obligations under any or all of the foregoing to: (i) perform
inspections of the Premises with respect to the asbestos and asbestos
-containing materials; (ii) perform labeling with respect to the asbestos and
asbestos-containing material located at the Premises; and (iii) provide training
programs to any employees of Tenant or others in connection with the asbestos
and asbestos-containing materials located at the Premises. Within two (2) weeks
of the date of this Lease, Landlord (at its sole cost and expense) shall provide
to Tenant a plan showing the location of all asbestos and asbestos-containing
materials within the Premises (the "Disclosed ACM"). Tenant hereby covenants
and agrees that it and Tenant Indemnitees (as hereinafter defined), shall not
disturb the disclosed ACM (except such disturbance as may occur from reasonable
wear and tear to the Premises arising from the use of the Premises for the
Permitted Uses) nor shall Tenant knowingly disturb any other asbestos or
asbestos-containing material of which it subsequently becomes aware. (any such
disturbance being referred to herein as a "Tenant ACM Disturbance") without the
prior written consent of Landlord. Upon substantial completion of Landlord's
Work and Tenant's Work, Landlord shall, at its sole cost and expense, cause the
Premises to be tested for compliance of asbestos and asbestos -containing
materials (airborne or otherwise) with applicable federal, state and local laws,
rules, regulations and ordinances governing the same. Asbestos and
asbestos-containing materials shall constitute Hazardous Materials under this
Lease. The Landlord hereby acknowledges that Tenant shall have the right to have
any such asbestos or asbestos-containing materials removed from the Premises at
its sole cost but only after giving Landlord no less than ten (10) days prior
written notice thereof and only if such removal is undertaken in full compliance
with all applicable laws and regulations by a licensed professional.

     10.2 TENANT'S ENVIRONMENTAL INDEMNIFICATION. The Tenant agrees to
indemnify, defend and hold harmless the Master Landlord, the Landlord and any
prior or successor tenant under the Master Lease and their respective
shareholders, officers, directors, employees, agents, successors and assigns
(together, the "LANDLORD INDEMNITEES"), from and against any and all claims,
demands, liabilities, damages, losses, deficiencies, and expenses (including,
without limitation, reasonable legal, accounting, consulting, engineering, and
other expenses), which may be imposed upon, incurred by, or asserted against any
of the Landlord Indemnitees by any other

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<PAGE>   43

party or parties (including, without limitation, a governmental entity), arising
out of, in connection with, or relating to the subject matter of:

          (a)  any actual or alleged Release or Threat of Release of any
Hazardous Material at or from the Premises in connection with the use and
possession of the Premises by the Tenant or any assignee or subtenant of the
Tenant, or in connection with any operations of the Tenant or any assignee or
subtenant of the Tenant at the Premises, including without limitation, a Release
or Threat of Release of Hazardous Material which was first located at the
Premises and was subsequently transported to another location; or

          (b)  any actual or alleged violation of an Environmental Law in
connection with the use and possession of the Premises by the Tenant or any
assignee or subtenant of the Tenant, or with any operations of the Tenant or any
assignee or subtenant of the Tenant thereon; or

          (c)  any loss, damage, claim, expense or liability arising from any
Tenant ACM Disturbance.

The provisions of this Section shall survive the expiration or earlier
termination of the Term.

     10.3 LANDLORD'S ENVIRONMENTAL INDEMNIFICATION. The Landlord agrees to
indemnify, defend and hold harmless the Tenant and its shareholders, officers,
directors, employees, agents, successors and assigns (together, the "TENANT
INDEMNITEES") from and against any and all claims, demands, liabilities,
damages, losses, deficiencies and expenses (including without limitation
reasonable legal, accounting, consulting, engineering, and other expenses),
which may be imposed upon, incurred by, or asserted against any of the Tenant
Indemnitees by any other party or parties (including, without limitation, a
governmental entity), arising out of, in connection with, or relating to the
subject matter of-

          (a)  any actual or alleged Release or Threat of Release of any
Hazardous Material at or from the Property in connection with the use and/or
possession of the Property by the Landlord, and any predecessor, assignee or
subtenant of the Landlord, or in connection with any operations of the Landlord
any predecessor, assignee or subtenant of the Landlord), including without
limitation, a Release or Threat of Release of Hazardous Material which was first
located at the Property and was subsequently transported to another location; or

          (b)  any actual or alleged violation of an Environmental Law in
connection with the use and/or possession of the Property by the Landlord and
any predecessor, assignee or subtenant of the Landlord), or with any operations
of the Landlord (and any predecessor, assignee or subtenant of the Landlord)
thereon; or

          (c)  any loss, claim, damage, expense or liability arising from any
asbestos or asbestos-containing materials located in or on the Premises as of
the date hereof, except to the extent that the same arises from or out of a
Tenant ACM Disturbance.

The provisions of this Section shall survive the expiration or earlier
termination of the Term.

11.  MORTGAGEES' AND GROUND LESSORS' RIGHTS.

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<PAGE>   44

     11.1 SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT. This Lease shall be
subject and subordinate to any future mortgage or ground lease on the Property,
provided that the Tenant receives as part of such subordination an agreement of
non-disturbance and attornment from the holder in form and substance acceptable
to any such mortgagee or ground lessor. The Tenant agrees on request of the
Landlord to execute, acknowledge and deliver from time to time any reasonable
documentation necessary to effectuate the provisions of this SECTION 11.1, and
shall execute and return such document within fifteen (15) days of receipt
thereof the failure of which shall constitute a default hereunder, upon the
expiration of five (5) days after Landlord has given Tenant notice of such
failure unless Tenant shall have complied within said five (5) days. Landlord
shall exercise diligent efforts to obtain a non-disturbance agreement from the
then current mortgagee of the Property, if any. Any subordination requested from
a future mortgagee of the Premises must include a standard and customary form of
non-disturbance agreement for the benefit of Tenant.

     11.2 ESTOPPEL CERTIFICATES. The Tenant shall from time to time, upon not
less than fifteen (15) days' prior written request by the Landlord, execute,
acknowledge and deliver to the Landlord a written certification, with a true and
correct copy of this Lease attached thereto, (i) that this Lease is unmodified
and in full force and effect (or, if there have been any modifications, that the
same is in full force and effect as modified and stating the modifications);
(ii) that the Tenant has no knowledge of any defenses, offsets or counterclaims
against its obligations to pay the Annual Fixed Rent and Additional Rent and to
perform its other covenants under this Lease (or if there are any defenses,
offsets, or counterclaims, setting them forth in reasonable detail); (iii) that
there are no known uncured defaults of the Landlord or the Tenant under this
Lease (or if there are known defaults, setting them forth in reasonable detail);
(iv) the dates to which the Annual Fixed Rent, Additional Rent and other charges
have been paid; (v) that the Tenant has accepted and is in full possession of
the Premises (to the extent that the same is true); (vi) the Term, the
Commencement Date, and any other relevant dates, and that the Tenant has been in
occupancy since the Commencement Date and paying rent since the specified date;
(vii) that, except as set forth in this lease, no monetary or other
considerations, including, but not limited to, rental concessions, special
tenant improvements or Landlord's assumption of prior lease obligations of
Tenant have been granted to Tenant by Landlord for entering into this Lease;
(viii) the extent to which the Tenant has exercised the options set forth in
SECTION 2.5; and (ix) such other matters with respect to the Tenant and this
Lease as the Landlord may request and as are customarily to be included in such
certifications. Failure by Tenant to comply with the terms of this Section 11.2
shall constitute a default hereunder upon the expiration of five (5) days after
Landlord has given Tenant notice of such failure unless the Tenant shall have
complied within said five (5) days. On the Commencement Date, either party
shall, at the request of the other, promptly execute, acknowledge and deliver to
the other a statement in writing that the Commencement Date has occurred.

12.  MISCELLANEOUS.

     12.1 NOTICE OF LEASE. The Tenant agrees not to record this Lease, but at
the request of either party, the parties shall execute a notice of this Lease in
form appropriate for recording, which either party may record or file. If this
Lease is terminated before the Term expires, the parties shall execute an
instrument in recordable form acknowledging the date of termination and shall
record or file the same.

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<PAGE>   45

     12.2 NOTICES. Whenever any notice, approval, consent, request, election,
offer or acceptance is given or made pursuant to this Lease, it shall be in
writing. Communications and payments shall be addressed, if to the Landlord, at
both the Landlord's Address and the Landlord's Counsel Address for Notices as
set forth in EXHIBIT A or at such other address as may have been specified by
prior notice to the Tenant; and if to the Tenant, at the Tenant's Address for
Notices, but in each case also at the Tenant's Counsel Address for Notices, or
at such other place as may have been specified by prior notice to the Landlord.
Any communication so addressed shall be deemed duly given on the earlier of (i)
the date received or (ii) on the third business day following the day of mailing
if mailed by registered or certified mail, postage prepaid, return receipt
requested, or (iii) on the first business day following the day sent, if sent by
Federal Express or similar nationally recognized, overnight commercial carrier
requiring a return receipt, with all charges prepaid. If the Landlord by notice
to the Tenant at any time designates some other person to receive payments or
notices, all payments or notices thereafter by the Tenant shall be paid or given
to the agent designated until notice to the contrary is received by the Tenant
from the Landlord.

     12.3 SUCCESSORS AND LIMITATION ON LIABILITY OF THE LANDLORD. The
obligations of this Lease shall run with the land, and this Lease shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, subject to the limitations on the Tenant's rights set
forth herein above, and except that the Landlord and each successor landlord
shall be liable only for obligations accruing during the period of its
ownership. The obligations of the Landlord shall be binding upon the assets of
the Landlord consisting of its equity ownership of the Property but not upon the
Landlord personally or the other assets of the Landlord, and neither the Tenant,
nor anyone claiming by, under or through the Tenant, shall be entitled to obtain
any judgment creating personal liability on the part of the Landlord or
enforcing any obligations of the Landlord against any assets of the Landlord
other than its equity ownership of the Property.

     12.4 WAIVERS. The failure of the Landlord or the Tenant to seek redress for
violation of, or to insist upon strict performance of, any covenant or condition
of this Lease, shall not be deemed a waiver of such violation nor prevent a
subsequent act, which would have originally constituted a violation, from having
all the force and effect of an original violation. The receipt by the Landlord
of Annual Fixed Rent or Additional Rent with knowledge of the breach of any
covenant of this Lease shall not be deemed a waiver of such breach. No provision
of this Lease shall be deemed to have been waived by either party, unless such
waiver be in writing signed by such party. No consent or waiver, express or
implied by either party to or of any breach of any agreement or duty shall be
construed as a waiver or consent to or of any other breach of the same or any
other agreement or duty.

     12.5 ACCEPTANCE OF PARTIAL PAYMENTS OF RENT. No acceptance by the Landlord
of a lesser sum than the Annual Fixed Rent and Additional Rent then due shall be
deemed to be other than a partial installment of such rent due, nor shall any
endorsement or statement on any check or any letter accompanying any check or
payment as rent be deemed an accord and satisfaction, and the Landlord may
accept such check or payment without prejudice to the Landlord's right to
recover the balance of such installment or pursue any other remedy in this Lease
provided. The delivery of keys to any employee of the Landlord or to the
Landlord's agent or any employee thereof shall not operate as a termination of
this Lease or a surrender of the Premises.

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<PAGE>   46

     12.6 INTERPRETATION AND PARTIAL INVALIDITY. If any term of this Lease, or
the application thereof to any person or circumstances, shall to any extent be
invalid or unenforceable, the remainder of this Lease, or the application of
such term to persons or circumstances other than those as to which it is invalid
or unenforceable, shall not be affected thereby, and each term of this Lease
shall be valid and enforceable to the fullest extent permitted by law. The
titles of the Articles and Sections are for convenience only and not to be
considered in construing this Lease. This Lease contains all of the agreements
of the parties with respect to the subject matter thereof and supersedes all
prior dealings between them with respect to such subject matter.

     12.7 QUIET ENJOYMENT. So long as the Tenant pays Annual Fixed Rent and
Additional Rent, performs all other Tenant covenants of this Lease and observes
all conditions hereof, the Tenant shall peaceably and quietly have, hold and
enjoy the Premises free of any claims by, through or under the Landlord, subject
to Landlord's right to terminate this Lease pursuant to Article 8.

     12.8 BROKERAGE. The Tenant and Landlord both represent and warrant to the
other that it has had no dealings with any broker or agent in connection with
this Lease other than Fallon, Hines & O'Connor and Grubb & Ellis and each shall
indemnify and hold the other harmless from claims for any brokerage commission
predicated upon prior dealings with the Landlord or Tenant, respectively, by any
broker other than the brokers named in this Section. The Landlord shall be
responsible to pay the aforesaid brokers all amounts owed them in connection
with the execution of this Lease.

     12.9 SURRENDER OF PREMISES AND HOLDING OVER. The Tenant shall surrender
possession of the Premises on the last day of the Term and the Tenant waives the
right to any notice of termination or notice to quit. The Tenant covenants that
upon the expiration or sooner termination of this Lease, it shall, without
notice, deliver up and surrender possession of the Premises in the same
condition in which the Tenant has agreed to keep the same during the continuance
of this Lease and in accordance with the terms hereof, reasonable wear and tear
and damage by fire or other casualty or as a consequence of the exercise of
eminent domain excepted, first removing therefrom all goods and effects of the
Tenant and, to the extent required or permitted under SECTION 4.2, any leasehold
improvements, and repairing all damage caused by such removal. Upon the
expiration of this Lease, or, if the Premises should be abandoned by the Tenant,
at the time of such expiration or abandonment, if the Tenant or the Tenant's
agents, subtenants or any other person should leave any property of any kind or
character on or in the Premises, the fact of such leaving of property on or in
the Premises shall be conclusive evidence of intent by the Tenant, and
individuals and entities deriving their rights through the Tenant, to abandon
such property so left in or upon the Premises, and such leaving shall constitute
abandonment of the property. Landlord shall have the right and authority without
notice to the Tenant or anyone else, to remove and destroy, or to sell or
authorize disposal of such property, or any part thereof, without being in any
way liable to the Tenant therefor and the proceeds thereof shall belong to the
Landlord as compensation for the removal and disposition of such property.

     If the Tenant fails to surrender possession of the Premises upon the
expiration or sooner termination of this Lease, the Tenant shall pay to
Landlord, as rent for any period after the expiration or sooner termination of
this Lease an amount equal to one and a half (1.5) times the Annual Fixed Rent
and the Additional Rent required to be paid under this Lease as of the

                                       43
<PAGE>   47

expiration or termination of the Term. Acceptance by the Landlord of such
payments shall not constitute a consent to a holdover hereunder or result in a
renewal or extension of the Tenant's rights of occupancy. Such payments shall be
in addition to and shall not affect or limit the Landlord's right of re-entry,
Landlord's right to collect such damages as may be available at law, or any
other rights of the Landlord under this Lease or as provided by law.

     12.10 EXHIBITS. EXHIBITS A through EXHIBIT J attached to this Lease are
hereby incorporated in and made a part of this Lease.

     12.11 MASTER LEASE. Landlord shall at all times keep the Master Lease in
full force and effect, except in connection with the exercise of a termination
right in conjunction with a casualty or condemnation of the Premises pursuant to
Section 11 or Section 12 of the Master Lease, or in connection with a
termination of the Master Lease pursuant to a purchase of the Property by
Landlord. In the event that Landlord purchases the Property or the Premises
(whether pursuant to the exercise of a right contained within the Master Lease
or otherwise), then in any such event this Lease shall become a direct lease
between Landlord and Tenant and shall remain in full force and effect despite
the termination of the Master Lease or the merger of the Premises demised by the
Master Lease with fee simple title to the Property or the Premises. In the event
that the consent of the Master Landlord is required pursuant to this Lease, then
Landlord shall use reasonable efforts to obtain such consent from the Master
Landlord. If the performance of any obligation of Landlord hereunder requires
either the performance of the Master Landlord or the consent of the master
Landlord, then Landlord shall exercise reasonable efforts to obtain the same
from Master Landlord and shall exercise reasonable efforts to enforce any right
that it has under the Master Lease to such performance against Master Landlord.

     12.12 RETAIL USE. The Landlord shall make no retail use of any part of the
Property other than a restaurant, coffee shop, or other retail use which is
supportive of and compatible with the office use of the Property and is not
disruptive of such use. The terms of this section 12.12 shall only be given
effect for so long as Tenant occupies all of Building N-2 and is not in default
under this Lease.

     12.13 FINANCIAL INFORMATION. For as long as Tenant is a privately held
company, Tenant will cooperate with Landlord's request that Tenant provide
reasonable information about its own financial status for the benefit of lenders
and prospective lenders of Landlord's.

     EXECUTED as an instrument under seal as of the day and year first set forth
above.

                                   LANDLORD:

                                   NEWTON TECHNOLOGY PARK LLC

                                   By:  NTP Management Company LLC


                                   By:  /s/ John W. Hueber
                                      ------------------------------------------
                                            John W. Hueber, Manager


                                       44
<PAGE>   48

                                   TENANT:

                                   ASPECT MEDICAL SYSTEMS, INC.

                                   By:  /s/ J. Neal Armstrong
                                      ------------------------------------------
                                      Name:  J. Neal Armstrong
                                      Title: V.P. + CFO


                                       45
<PAGE>   49

                                    EXHIBIT A

                                Basic Lease Terms

<TABLE>
<CAPTION>
Annual Fixed Rent for
the Initial Term               Office (54,609 rsf)            Whse (7,000 rsf)              Total         Monthly
---------------------        ----------------------         ---------------------          -------        -------
<S>                          <C>                            <C>                            <C>            <C>
      Yrs 1-2*               832,787 (15.25 Sq. ft.)        70,000 (10 Sq. ft.)            902,787         75,232
      Yrs 3-4                860,092 (15.75 Sq. ft.)        73,500 (10.50 Sq. ft.)         933,592         77,799
      Yrs 5-6                887,396 (16.25 Sq. ft.)        77,000 (11 Sq. ft.)            964,396         80,366
        Yr 7                 914,701 (16.75 Sq. ft.)        80,500 (11.50 Sq. ft.)         995,201         82,933
</TABLE>

* From the Lease Commencement Date through August 31, 2000, the Annual Fixed
Rent shall be $634,537 (or $52,878 per month)

<TABLE>
<S>                      <C>
INITIAL TERM:            Approximately 7 Years, commencing on the Commencement Date (as defined in SECTION
                         2.6 of the Lease) and expiring on the last day of the calendar month in which the
                         7th anniversary of the Commencement Date falls (unless sooner terminated pursuant
                         to the Lease)

LANDLORD'S:              ADDRESS:
                         c/o Crosspoint Associates, Inc.
                         217 West Central Street
                         Natick, Massachusetts 01760
                         Attention: John W. Hueber
                                           and James F. Carlin, III

LANDLORD'S COUNSEL       Kotin, Crabtree & Strong, LLP
ADDRESS FOR NOTICES:     One Bowdoin Square
                         Boston, Massachusetts 02114
                         Attn:  Dolph J. Vanderpol, Esquire

PREMISES:                Building N2, 141-43 Needham Street, Newton, Massachusetts, consisting of 61,609
                         rentable square feet as shown on the floor plan attached as EXHIBIT D.

RENTABLE FLOOR AREA      61,609 square feet
OF THE PREMISES:

PERMITTED USES:          Business and administrative offices, warehouse, storage, manufacturing research and
                         development activities, subject to the other terms and conditions of this Lease,
                         expressly EXCLUDING, without limitation, any (i) retail use, (ii) any manufacturing
                         use which is injurious, noxious or offensive to the neighborhood by reason of
                         noise, smoke, odor, gas, dust or similar objectionable features, or dangerous to
                         the neighborhood on account of fire or any other cause and (iii) any
</TABLE>

                                       46
<PAGE>   50

<TABLE>
<S>                      <C>
                         recombinant DNA research for which a special permit has not been obtained in
                         accordance with Section 30-13 (b) of the Newton Zoning Ordinance or any
                         successor provision thereto and all such uses to be subject in all events to
                         applicable laws, ordinances and regulations, and to the Master Lease. If Tenant
                         utilizes any or all of the warehouse space for office, R&D, or administrative
                         purposes after the Initial Term Tenant shall pay rent for this space at the rate
                         then applicable for the office space as indicated above.

TENANT'S                 141-143 Needham Street
ADDRESS FOR NOTICES:     Newton, Massachusetts 02164
                         Attention:  Neal J. Armstrong

TENANT'S COUNSEL         Hale and Dorr LLP
ADDRESS FOR NOTICES:     60 State Street
                         Boston, Massachusetts 02109
                         Attention: Jeffrey A. Hermanson, Esquire
</TABLE>


                                       47
<PAGE>   51

                                    EXHIBIT B

                          Legal Description of the Land

     A certain parcel of land with the buildings thereon situated in Newton,
Middlesex County, Commonwealth of Massachusetts, being shown as a lot containing
486,128 square feet more or less on a plan entitled "Plan of Land in Newton
Mass", dated August 4, 1967, by Edward F. Carney, Registered Surveyor, bounded
and described, as shown on said plan, as follows:

SOUTHEASTERLY       by Needham Street, 843.87 feet;

SOUTHWESTERLY       by land now or formerly of Dearfoot Farms Co., formerly
                    National Dairies Co., 701.55 feet;

NORTHWESTERLY       by land of N.Y.N.H. & Hartford Railroad, 790.79 feet;

NORTHERLY           by land now or formerly of New England Concrete Pipe Co.,
                    176.05 feet; and

NORTHEASTERLY       by land now or formerly of said New England Concrete Pipe
                    Co., 492.74 feet


                                       48
<PAGE>   52

                                    EXHIBIT C

                                    SITE PLAN



                                       49
<PAGE>   53

                                    EXHIBIT C










                            [DEPICTION OF SITE PLAN]

<PAGE>   54

                                    EXHIBIT D

                                   FLOOR PLAN



                                      -51-
<PAGE>   55

                                    EXHIBIT D

                       NEWTON TECHNOLOGY PARK, BUILDING 2










                            [DEPICTION OF FLOOR PLAN]

<PAGE>   56

                                    EXHIBIT E

                              RULES AND REGULATIONS

I.   The following regulations are generally applicable:

     (a)  The public sidewalks and parking areas and other Property Common Areas
shall not be obstructed or encumbered by Tenant or used for any purpose other
than their intended use.

     (b)  No awnings, curtains, blinds shades, screens or other projections
shall be attached to or hung on any outside wall of any of the Buildings.

     (c)  No show cases or other articles shall be put in front of or affixed to
any part of the exterior of any of the Buildings.

     (d)  Tenant shall not use the Premises or any part thereof or permit the
Premises or any part thereof to be used as a public employment bureau or for the
sale of property of any kind at auction, except in connection with Tenant's
business.

     (e)  Tenant must, upon the termination of its tenancy, deliver to the
Landlord all locks, cylinders and keys for the interior and exterior of the
Premises.

     (f)  Tenant shall not make, or permit to be made, any unseemly or
disturbing noises or disturb or interfere with occupants of neighboring
buildings or premises or those having business with them.

     (g)  The Premises shall not be used for lodging or sleeping or for any
immoral or illegal purpose.

     (h)  The Landlord shall have the right, exercisable upon thirty days prior
notice to Tenant and without liability to any tenant, to change the name and
street address of the Buildings; however, in the event of any such change made
by the Landlord, Landlord shall reimburse Tenant for the reasonable expenses
incurred by Tenant in changing its letterhead, business cards and other
stationary;

II.  The following regulations are applicable to any additions, alterations or
     improvements being undertaken by or for Tenant in the Premises:

     A.   GENERAL

          1.   All alterations, installations or improvements ("Alterations") to
be made by Tenant in, to or about the Premises shall be made in accordance with
the requirements of the Lease itself as further modified by this Exhibit and by
contractors or mechanics approved by Landlord.

          2.   Tenant shall, prior to the commencement of any work other than
Minor Alterations ("Major Alterations"), submit for Landlord's written approval,
complete plans for any Alterations, although in the case of Minor Alterations
such plans may simply be schematic

                                      -53-
<PAGE>   57

plans and need not be certified to by an architect or engineer.. Drawings are to
be complete with full details and specifications for all of the Major
Alterations. (Drawings presented for Landlord's review need not include detailed
layout or mapping of voice and data cables.)

          3.   Alterations must comply with the Building Code applicable to the
Property and the requirements, rules and regulations and any other governmental
agencies having jurisdiction.

          4.   No work shall be permitted to commence without the Landlord being
furnished with a valid permit and all other necessary approvals from agencies
having jurisdiction (to the extent but only to the extent that same are required
to commence and perform the alterations).

          5.   All demolition, removals or other categories of work that may
inconvenience other tenants or disturb Property operations must be scheduled in
advance and performed before or after normal working hours and Tenant shall
provide the Landlord with at least 24 hours' notice prior to proceeding with
such work; however, any such demolition, removal and other categories of work
that are conducted entirely inside Building N2 may be performed during normal
working hours but shall be performed so as to minimize disruption to other
tenants to the maximum extent possible, and any related delivery or removal of
materials shall take place at the loading dock at the back of Building N2.

     B.   PRIOR TO COMMENCEMENT OF WORK

          1.   Tenant shall submit to the Landlord a request to perform the
work. The request shall include the following enclosures:

          (i)  A list of Tenant's contractors and/or subcontractors for
Landlord's approval.

          (ii) A complete set of plans and specifications properly stamped by a
registered architect or professional engineer, if required under this Lease.

          (iii) A properly executed building permit application form if
required.

          (iv) Four executed copies of the Insurance Requirements agreement in
the form attached to these Tenant's Work Requirements as Exhibit IR from
Tenant's contractor and if requested by Landlord from the contractor's
subcontractors.

          (v)  Contractor's and subcontractor's insurance certificates including
an indemnity in accordance with the Insurance Requirements agreement.

     In connection with Minor Alterations, Tenant shall provide Landlord with
prior written notice of the nature and timing of such Minor Alterations as well
as copies of plans and specifications, if any, concerning such modifications.

          2.   Landlord will return the following to Tenant:

                                      -54-
<PAGE>   58

          (i)  Two sets of plans approved or a disapproval with specific
comments as to the reasons therefor (such approval or comments shall not
constitute a waiver of approval of governmental agencies).

          (ii) Two fully executed copies of the Insurance Requirements
agreement.

          3.   To the extent required to perform any Alterations, Tenant shall
obtain a building permit and other necessary permits from other governmental
agencies. Tenant shall be responsible for keeping current all permits. Tenant
shall submit copies of all approved plans and permits to Landlord and shall post
the original permit on the Premises prior to the commencement of any work. All
work, if performed by a contractor or subcontractor, shall be subject to
reasonable supervision and inspection by Landlord's representative during normal
business hours and upon no less than twenty four (24) hours advance notice
except in the case of emergencies for which no advance notice shall be required.

     C.   REQUIREMENTS AND PROCEDURES

          1.   Tenant's contractor shall:

          (i)  have a superintendent or foreman on the Premises at all times;

          (ii) police the job at all times, continually keeping the Premises
orderly;

          (iii) minimize disruption to other tenants.

          2.   If Tenant's contractor is negligent in any of its
responsibilities, Tenant shall be charged for corrective work arising from such
negligence.

          3.   Upon completion of the Alterations, and to the extent required by
applicable law for the lawful occupancy of the Alterations Tenant shall submit
to Landlord an unconditional certificate of occupancy and final approval by
the other governmental agencies having jurisdiction.

          4.   Tenant shall submit to Landlord a final "as-built" set of
drawings showing all items of the Alterations in full detail.

          5.   Additional and differing provisions in the Lease (including
without limitation the provisions of Article 4 thereof),if any, will be
applicable and will take precedence.

          6.   Landlord's approval of the plans, drawings, specifications or
other submissions in respect of any work, addition, alteration or improvement to
be undertaken by or on behalf of Tenant shall create no liability or
responsibility on the part of Landlord for their completeness, design
sufficiency or compliance with requirements of any applicable laws, rules or
regulations of any governmental or quasi-governmental agency, board or
authority.


                                      -55-
<PAGE>   59

                           Attachment IR to Exhibit E
                       CONTRACTOR'S INSURANCE REQUIREMENTS

Building:
          -----------------------------------------------------

Landlord:
          -----------------------------------------------------

Tenant:
          -----------------------------------------------------

Premises:
          -----------------------------------------------------

The undersigned contractor or subcontractor ("CONTRACTOR") has been hired by the
tenant or occupant (hereinafter called "TENANT") of the Building named above (or
by Tenant's contractor) to perform certain work ("WORK") for Tenant in the
Building identified above. Contractor and Tenant have requested the undersigned
landlord ("LANDLORD") to grant Contractor access to the Building and its
facilities in connection with the performance of the Work, and Landlord agrees
to grant such access to Contractor upon and subject to the following terms and
conditions:

     1.   Contractor agrees to indemnify and save harmless the Landlord, and its
officers, employees and agents and their affiliates, subsidiaries and partners,
and each of them, from and with respect to any claims, demands, suits,
liabilities, losses and expenses, including reasonable attorneys' fees, arising
out of or in connection with the Work (and/or imposed by law upon any or all of
them) because of personal injuries, bodily injury (including death at any time
resulting therefrom) and loss of or damage to property, including consequential
damages, to the extent that such injuries to person or property are claimed to
be due to negligence of the Contractor except to the extent specifically
prohibited by law (and any such prohibition shall not void this Agreement but
shall be applied only to the minimum extent required by law). [Landlord agrees
to revise this Section to the extent reasonably requested by Contractor].

     2.   Contractor shall provide and maintain at its own expense, until
completion of the Work, the following insurance:

          (a)  Workmen's Compensation and Employers, Liability Insurance
covering each and every workman employed in, about or upon the Work, as provided
for by applicable law.

          (b)  Comprehensive General Liability Insurance including coverages for
Protective and Contractual Liability (to specifically include coverage for the
indemnification clause of this Agreement) for not less than the following
limits:

               Personal Injury:

               $3,000,000 per person
               $10,000,000 per occurrence

               Property Damage:
               $3,000,000 per occurrence $3,000,000 aggregate

                                      -56-
<PAGE>   60

               In the case of Minor Alterations, the Personal Injury
               limits may be reduced to $1,000,000 per person and
               $5,000,000 per occurrence.

          (c)  Comprehensive Automobile Liability Insurance (covering all owned,
non-owned and/or hired motor vehicles to be used in connection with the Work)
for not less than the following limits:

               Bodily Injury:
               $1,000,000 per person
               $1,000,000 per occurrence

               Property Damage:
               $1,000,000 per occurrence

     Contractor shall furnish a certificate from its insurance carrier or
carriers to the Building office before commencing the Work, showing that it has
complied with the above requirements regarding insurance and providing that the
insurer will give Landlord ten (10) days' prior written notice of the
cancellation of any of the foregoing policies.

     3.   Contractor shall require all of its subcontractors engaged in the Work
to provide the following insurance:

          (a)  Comprehensive General Liability Insurance including Protective
and Contractual Liability coverages with limits of liability at least equal to
the limits stated in paragraph 2(b).

          (b)  Comprehensive Automobile Liability Insurance (covering all owned,
non-owned and/or hired motor vehicles to be used in connection with the Work)
with limits of liability at least equal to the limits stated in paragraph 2(c).

     Upon the request of Landlord, Contractor shall require all of its
subcontractors engaged in the Work to execute an Insurance Requirements
agreement in the same form as this Agreement.

     Agreed to and executed this ____ day of __________, 1999.

                                   Contractor:

                                   By:
                                      ------------------------------------------

                                   By:
                                      ------------------------------------------

                                   By:
                                      ------------------------------------------


                                      -57-
<PAGE>   61

                                    EXHIBIT F

                       EXCLUSIONS FROM OPERATING EXPENSES

(1)  costs of repairs or replacements to the extent reimbursed by insurance,
     other tenants of the Property or other third parties or resulting from
     eminent domain takings to the extent covered by the award;

(2)  Real Estate Taxes on the Property, and any costs which have been previously
     included in Operating Expenses (whether under the same or a different
     category);

(3)  financing and refinancing costs in respect of any mortgage or ground lease
     placed upon the Property, including debt service, amortization, points and
     commissions in connection therewith and rent or other charges payable under
     any ground or underlying lease (including, without limitation, the Master
     Lease);

(4)  costs of selling or syndicating any of Landlord's interest in the Premises
     and/or the Property;

(5)  brokerage fees or commissions;

(6)  costs incurred in connection with Landlord's preparation, negotiation and
     enforcement of remedies under leases and disputes with tenants and other
     leasing costs, including, without limitation court costs and attorneys'
     fees and disbursements in connection with any summary proceeding to
     dispossess any tenant; the cost of any disputes, including, without
     limitations, legal fees, between Landlord, any employee or agent of
     Landlord, or any mortgagees or ground lessors of Landlord; costs
     (including, without limitation, attorneys' fees and disbursements) incurred
     in connection with any judgment, settlement or arbitration award resulting
     from tort liability; and legal or other expenses incurred for the
     maintenance of the Landlord entity or in connection with a transfer or
     proposed transfer of an interest in any of the Buildings, Land or Landlord;

(7)  rent, additional rent or other charges under any space lease or sublease
     assumed from a tenant or subtenant;

(8)  interest or penalties for any delinquent payments by Landlord unless and to
     the extent resulting from the Tenant's failure to pay, when and as due, the
     Tenant's Operating Expenses Allocable to the Premises (in which case the
     Tenant shall be responsible for 100% of such interest or penalties);

(9)  the cost of making leasehold improvements and decorations to any leasable
     space including, without limitation, to prepare the same for occupancy by a
     tenant thereof, or thereafter for the benefit of a particular tenant or
     tenants and the cost of advertising and promotional expenditures in
     connection with Landlord's leasing of the Property;

(10) services performed for or provided to any tenant to the extent the same
     exceeds the level of services which Landlord is required to furnish under
     this Lease;

                                      -58-
<PAGE>   62

(11) any expenditures on account of Landlord's acquisition of air or similar
     development rights unless said development rights provide additional
     parking or amenities for the benefit of all Tenants;

(12) the cost of capital improvements or replacements in excess of the
     amortization therefor on a straight-line basis over the useful life of the
     item as determined by taking the average of the useful life as determined
     by industry standards and as determined in accordance with generally
     accepted accounting principles, consistently applied, together with
     interest on the unamortized balance at Landlord's actual borrowing rate on
     funds borrowed for the purpose of constructing such capital improvements or
     replacements;

(13) costs of constructing additions to any existing buildings on the Property,
     or new buildings on the Property, or otherwise further developing
     additional rentable space on the Property;

(14) Landlord's depreciation of the Buildings or other improvements or
     amortization of personal property or equipment, except as provided in
     clause (12) above;

(15) repairs necessitated by the negligence or willful misconduct of Landlord or
     its employees, agents and contractors;

(16) any amounts payable by Landlord by way of indemnity or for damages,
     including without limitation, damages for any default, breach, claim,
     judgement, settlement or late payment, or any amounts payable by Landlord
     which constitute a fine, interest on a late payment or penalty unless such
     payment results either from late payment by a tenant of the Property or by
     a default by a tenant of an obligation under its lease;

(17) the cost of providing any utility to any portion of the Property (other
     than the Property Common Areas) to the extent that the same is separately
     metered to or separately payable by Tenant unless the cost is incurred at
     the specific request of the Tenant.

(18) the cost of providing any service to Tenant for which Landlord shall
     receive direct payment from the Tenant;

(19) salaries of executives or principals of Landlord;

(20) compensation paid to clerks, tenants or other persons in commercial
     concessions operated by Landlord; and

(21) any cost relating to hazardous materials, including, without limitation,
     asbestos not resulting from action of Tenant; however, the administrative
     costs of complying with the Operations and Maintenance Manual and other
     administrative expenses related to complying with legal obligations
     concerning the presence and maintenance of the asbestos on the Property
     shall be included in Operating Expenses, but all costs relating to the
     actual abatement, remediation or removal thereof shall be excluded from
     Operating Expenses.


                                      -59-
<PAGE>   63

                                    EXHIBIT G

                                 LANDLORD'S WORK







                                      -60-
<PAGE>   64

                                    EXHIBIT G

                              CROSSPOINT ASSOCIATES








                           [DEPICTION OF WINDOW PLAN]

<PAGE>   65

                                    EXHIBIT H

                                  Master Lease






                                       62
<PAGE>   66
                                      LEASE



                                     BETWEEN



                       SECOND BROMFIELD PROPERTIES, INC.,
                                    AS LESSOR



                                       AND



                                 HONEYWELL INC.
                                    AS LESSEE



                            DATED AS OF JULY 25, 1967

<PAGE>   67

     THIS LEASE AGREEMENT, dated as of July 25, 1967, between SECOND BROMFIELD
PROPERTIES, INC., (the Lessor), a Delaware corporation, having an address at c/o
Wood, Struthers & Winthrop, 20 Exchange Place, New York, New York 1000S, as
lessor, and HONEYWELL, INC. (the Lessee), a Delaware corporation, having its
principal office at 2701 Fourth Avenue South, Minneapolis, Minnesota 555408, as
lessee.

                                WITNESSETH THAT:

     The Lessor does hereby demise, lease and let unto the Lessee, the office
buildings and engineering facility described in Schedule A attached hereto,
together with all buildings, structures and other improvements now or hereafter
located on such premises (the building or buildings and the land upon which such
building or buildings are situated are herein called the "Leased Premises"),
subject to such of the exceptions, if any, set forth in such Schedule A as shall
at the time be in effect and applicable to the Leased Premises;

     TO HAVE AND TO HOLD the Leased Premises unto the Lessee, its successors and
assigns for an interim term commencing an August 10, 1967, and ending at
midnight, September 30, 1967 (the Interim Term) and a primary term commencing an
October 1, 1967, and ending at midnight, September 30, 1987 (the Primary Term),
and thereafter, the Lessee shall have the right and option to extend this Lease
for eight consecutive extended terms (the Extended Terms) unless and until this
Lease shall be sooner terminated pursuant to any conditional limitation or
condition herein set forth Each Extended Term shall commence an the day
immediately succeeding the expiration date of the next proceeding term of this
Lease and shall end at midnight on the day immediately preceding the fifth
anniversary of the first day of such Extended Term. The Lessee shall exercise
its right to extend this Lease for any Extended Term by giving notice of such
extension to the Lessor not less than 180 days prior to the expiration of the
then existing term of this Lease. The Lessee shall yield and pay for such term

                                      -2-
<PAGE>   68

the respective amounts set forth in Schedule B hereof (the Basic Rent) an the
dates set forth in said Schedule (the Basic Rent Payment Dates). The Basic Rent
and other sums payable by the Lessee hereunder shall be payable in lawful money
of the United States of America at the Lessor's address set forth above or to
such agent or person or persons or at such other address as the Lessor from time
to time may designate.

     It is mutually agreed and understood between the Lessor and the Lessee as
follows:

                        1. ADDITIONAL PAYMENTS BY LESSEE

          (a)  As additional rent, the Lessee shall pay when due and payable,
and before any fine, penalty, interest or cost may be added for nonpayment, all
taxes, assessments (including, without limitation, all assessments for public
improvements or benefits, whether or not commenced or completed prior to the
date hereof and whether or not to be completed within the term hereof), ground
rents, water, sewer and other rents, excises, levies, fees and charges of every
character, whether general or special, ordinary or extraordinary, or foreseen or
unforeseen (including all interest and penalties thereon), which at any time
during the term of this Lease may be assessed, levied or imposed against or in
respect of or be a lien upon the Leased Premises or any part thereof or any
estate, right or interest therein or any rents therefrom or any occupancy, use
or possession of or activity hereof, other conducted on the Leased Premises, or
any part than income or franchise taxes of the Lessor (except that the Lessee
shall pay all permit, license or similar fees and charges imposed upon the
Lessor by reason of its being engaged in the business of owning and leasing the
Leased Premises and all gross receipts and similar taxes applicable to the
Lessor's receipt of rents hereunder levied by the jurisdiction in which the
Leased Premises are located), and the Lessee will furnish the Lessor, promptly
upon request, with official receipts or other satisfactory proof evidencing such
payment. All such

                                      -3-
<PAGE>   69

items levied during the first and last year of the term of this Lease shall be
prorated between the parties in accordance with the number of days of the
Lessee's actual tenancy under this Lease. All installments of such items falling
due during and before expiration of the term hereof shall be paid by the Lessee
and all such installments falling due after expiration of the lease term shall
be the responsibility of the Lessor.

          (b)  During such term, the Lessee shall pay all water rates assessed
for water used and all gas and electric bills and other utility charges at the
time such charges become due and payable.

          (c)  The Lessee will pay, upon demand, interest at the rate of 7% per
annum an all overdue installments of Basic Rent and all other sums payable to
the Lessor hereunder, from the due date thereof until payment.

          (d)  it is the purpose and intent of the parties hereto that the Basic
Rent herein reserved, shall be absolutely not to the Lessor without deduction of
any kind, and that all costs, fees, charges, expenses and obligations of every
kind relating to the Leased Premises shall be paid and discharged by the Lessee,
except certain income and franchise taxes of the Lessor as aforesaid.

          (e)  In the event of any failure an the part of the Lessee to pay any
additional rent or other sums payable hereunder, the Lessor shall have all of
the rights, powers and remedies provided for in this Lease or at law or in
equity or otherwise in the case of nonpayment of the Basic Rent.

                            2. NO COUNTERCLAIM, ETC.

     The Basic Rent, additional rent and all other sums payable by the Lessee
hereunder shall be paid without notice, demand, counterclaim, setoff, deduction
or defense and without

                                      -4-
<PAGE>   70

abatement, suspension, deferment, diminution or reduction, and the obligations
and liabilities of the Lessee hereunder shall in no way be released, discharged
or otherwise affected (except as expressly provided in this Lease) by reason of
any occurrence whatsoever, including, without limitation: (a) any damage to or
destruction of or any condemnation or taking of the Leased Premises or any part
thereof; (b) any restriction or prevention of or interference with any use of
the Leased Premises or any part thereof; (c) any title defect or encumbrance or
any eviction from the Leased Premises or any part thereof by title paramount or
otherwise; (d) any amendment or modification of or supplement to any instrument
evidencing, securing or relating to any indebtedness of the Lessor or any
assignment or transfer of any thereof, or any furnishing or acceptance of
additional security, or any release of any security, for any such indebtedness;
(e) any waiver, consent, extension, indulgence or other action or inaction under
or in respect of any such instrument, or any exercise or non-exercise of any
right, remedy, power or privilege under or in respect of any such instrument or
any assignment or transfer of any thereof; (f) any default by the Lessor under,
or any invalidity of, or any irregularity or any other defect in, any such
instrument; (g) any transfer of the assets of the Lessor to, or any
consolidation or merger of the Lessor with or into, any other person or
corporation (including the Lessee), or any disposition by the Lessee of any
shares of stock of the Lessor; (h) any bankruptcy, insolvency, reorganization,
composition, adjustment, dissolution, liquidation or other like proceeding
relating to the Lessor, or any action taken with respect to this Lease by any
trustee or receiver of the Lessor, or by any court, in any such proceeding; (i)
any claim which the Lessee has or might have against the Lessor; (j) any failure
on the part of the Lessor to perform or comply with any of the terms hereof or
of any other agreement with the Lessee; or (k) any other occurrence whatsoever,
whether similar or dissimilar to the foregoing; whether or not the Lessee shall
have notice or

                                      -5-
<PAGE>   71

knowledge of any of the foregoing. Except as expressly provided herein, the
Lessee waives all rights now or hereafter conferred by statute or otherwise to
quit, terminate or surrender this Lease or the Leased Premises or any part
thereof, or to any abatement, suspension, deferment, diminution or reduction of
the Basic Rent, additional rent or any other sum payable by it hereunder.

                        3. TRANSFER OF LESSOR'S INTEREST.

          (a)  The Lessor may at any time or from time to time assign, by way of
mortgage, deed of trust, pledge or otherwise any or all of its rights and
interest, in whole or in part, as lessor under this Lease, and from and after
receipt of written notice of any such assignment by the Lessee, (i) the assignee
may enforce any and all of the terms of this Lease, to the extent so assigned,
as though the assignee had been a party hereto, (ii) no action or failure to act
on the part of the Lessor shall adversely affect or limit any rights of the
assignee (iii) no Assignment shall release the Lessor from any of its
obligations under this Lease or constitute an assumption of any such obligations
an the part of the assignee, (iv) no amendment or Modification of this Lease and
no waiver or consent hereunder shall be valid unless joined In writing by the
assignee, (v) no Basic Rent may be prepaid prior to the due date thereof without
the prior written consent of the assignee, and (vi) all notices, demands,
consents, requests, approvals and other instruments given by the Lessee
hereunder shall also be delivered to the assignee. All the rights and interests
of the assignee herein shall be terminated upon the termination of such
assignment in the manner specified in the instrument affecting such assignment.

                                      -6-
<PAGE>   72

          (b)  This Lease shall not be subject or subordinate in any respect to
any conveyance, mortgage or dead of trust which may now or hereafter be placed
on or affect the Leased Premises.

                              4. CONDITION AND USE.

          (a)  The Lessee is fully familiar with the condition of the Leased
Premises, has received the same in good condition and agrees that the Leased
Premises comply in all respects with any requirements of this Lease. The Lessor
makes no representation or warranty with respect to the condition of the Leased
Premises or their fitness or availability for any particular use and shall not
be liable for any latent or other defect therein.

          (b)  The Lessee may use the Leased Premises for any lawful purpose and
will not do or permit any act or thing which in contrary to any requirement of
law or which might impair the value of the Leased Premises or any part thereof
or which constitutes a public or private nuisance or waste.

                                5. REPAIRS, ETC.

          (a)  The Lessee shall at all times during the term of this Lease, at
its sole cost and expense, keep the whole and every part of the Leased premises
and the adjoining side-walks, curbs, fences and vaults, if any, in good order
and condition, and shall promptly make all necessary or appropriate repairs,
replacements and renewals thereof, whether interior or exterior, structural or
nonstructural, ordinary or extraordinary foreseen or unforeseen. All repairs,
replacements and renewals shall be equal in quality and class to the original
work, and the Lessee shall, upon the expiration of this Lease, deliver up the
Leased Premises in as good condition and repair as received, reasonable wear and
tear excepted.

                                      -7-
<PAGE>   73

          (b)  The Lessee, at its sole cost and expense, will do or cause others
to do all shoring of the foundations and wall of any building or other
improvement included in the Leased Premises or of the ground adjacent thereto,
and every other act, necessary or appropriate for the preservation and safety
thereof by reason of or in connection with any excavation or other building
operation upon the Leased Premises or any adjoining property, whether or not the
owner of the Leased premises shall, by any requirement of law, be required to
take such action or be liable for failure to do so.

          (c)  The Lessee shall have the right, during the term of this Lease,
at its sole cost and expense, at any time or from time to time, to make in or
with respect to the Leased Promise such additions, alterations, repairs and
improvements as it shall see fit to make, including the right to enlarge any
building located on the Leased Premises, install such additional fixtures,
equipment, machinery and appliances as it may require, provided that if any
additions, alterations or improvements shall change the general character of the
Leased Premises or substantially change the basic structure of any building or
other improvement included therein or adversely affect the value of the Leased
Premises, the prior written approval of the Lessor shall be obtained.

                              6. INSPECTION, ETC.

          (a)  The Lessor and any assignee of the Lessor and their authorized
representatives may, at all reasonable times during the term of this Lease upon
three (3) days' prior written notice, inspect the Leased Premises or any part
thereof. Neither the Lessor nor any such assignee shall have any duty to make or
incur any liability or obligation for not making any such inspection.

                                      -8-
<PAGE>   74

          (b)  The Lessor may, at all reasonable times during the term of this
Lease, upon three (3) days' prior written notice, enter upon the Leased Premises
for the purpose of showing the same to prospective purchasers, and, during the
final twelve (12) months of such term, to prospective lessees, and may display
an the Leased Premises during such periods, in a manner not unreasonably to
interfere with the business of the Lessee, the usual "For Sale" and "For Let"
signs.

                         7. FIXTURES AND IMPROVEMENTS.

     All of the buildings and improvements installed or placed on the Leased
Premises by the Lessee at any time during the term of this Lease, including
alterations, repairs and improvements, are to become part of the Leased Premises
and remain thereon at the expiration or termination of this Lease, however
occurring, provided that the facilities and fixtures, including, without
limitation, the air-conditioning equipment, heating equipment and electrical
lines, feeders, transformers and equipment and the electrical lighting fixtures
and all counters, shelving and movable partitions, heretofore or hereafter
installed by or the expense of the Lessee in, to or on the Leased Premises, and
any renewals or replacements thereof, and all other erections, additions and/or
improvements made to, in or an the Leased Premises by and at the expense of the
Lessee and susceptible of being removed from the Leased Premises without
substantial injury thereto (Facilities and Fixtures), shall remain the property
of the Less and the Lessee shall be entitled to remove the same or any part
thereof at any time or times during the Primary Term of the Lease and any
Extended Terms thereof, but the Lessee shall repair at its own expense any
damage done to the Leased Premises in the course of such removal, and any
Facilities and Fixtures not so removed shall become the property of the Lessor
without any payment therefor by the Lessor. The Lessor's signs, if any, located
on the Leased Premises at the expiration or

                                      -9-
<PAGE>   75

termination of this Lease a be purchased by the Lessee at such time by payment
of one dollar in cash to the Lessor and may similarly be removed.

                             8. LESSEE'S COVENANTS.

     The Lessee covenants and agrees in each case, whether or not compliance
therewith or conformity thereto shall require structural changes in any building
or other improvement included in the Leased Premises, or in any sidewalk, curb,
fence or vault, if any, adjoining the Leased Premises, or shall interfere with
the use and enjoyment of the Leased Premises, or any part thereof, (i) to pay,
at the times and in the manner herein provided, all taxes, assessments, rents,
excises levies, fees and other governmental charges and utility charge and
insurance premiums, payable by it hereunder; (ii) to comply with all laws,
statutes, codes, ordinances, orders, judgments, decrees, injunctions,
regulations, rules, permits, licenses, authorizations, directions and
requirements of all governments, departments, commissions, boards, courts,
authorities, agencies, officials and officers, foreseen or unforeseen, ordinary
or extraordinary; (iii) to comply with all instruments of record which now or at
any time hereafter may be applicable to the Leased premises or any part thereof,
or any of the adjoining sidewalks, curbs, fences and vaults, if any, or the
ownership or use of any thereof; and (iv) to conform to all requirements of all
policies of insurance covering the Leased Premises or insuring the Lessor or the
Lessee in connection therewith; and (v) not to do or permit to be done on or in
connection with the Leased premises any act or thing which might impose any
liability or responsibility upon the Lessor or subject the Leased Premises to
any mortgage, lien, encumbrance or charge, other than the exceptions referred to
in Schedule A hereto and any mortgage or deed of trust created by the Lessor to
secure indebtedness incurred in connection with its acquisition of the Leased
Premises, and to discharge, any such mortgage, lien, encumbrance or charge which
may

                                      -10-
<PAGE>   76

arise. Notwithstanding anything to the contrary contained in the previous
sentence, the Lessee in good faith, at its own expense and in a lawful and
diligent manner, may contest (in the case of any item of importance, after prior
written notice to the Lessor) the propriety of any such tax, assessment, rent,
excise, levy, fee or charge or the validity, effect, operation or application of
any such law, statute, code, ordinance, order, judgment, decree, injunction,
regulation, rule, permit, license, authorization, direction, requirement or
instrument. The Lessee agrees that every such contest shall be by appropriate
proceedings which shall operate during the pendency thereof to prevent (i)
except as set forth hereafter the collection of, or other realization upon, such
tax, assessment, rent, levy, fee, rent or charge or lien encumbrance; (ii) the
sale, forfeiture or loss of the Leased Premises, or any part thereof, or the
Basic Rent or any additional rent, or any portion thereof, (iii) any
interference with the use and occupancy of the Leased Premises or any part
thereof; and (iv) any interference with payment of the Basic Rent or any
additional rent, or any portion thereof. The failure to comply with the
provisions of the first sentence of this Section 8 during the period of such
contest shall not constitute a default hereunder. If, upon termination of any
such contest, payment of or compliance with the contested item is required, the
Lessee shall pay or comply with the same forthwith. The Lessee shall indemnify
and save harmless the Lessor from all liability for fines, penalties,
forfeitures and like charges imposed upon it by reason of any such contest or of
the Lessee's noncompliance during the period thereof. In case of a tax contest,
the Lessee shall first pay said tax under protest and in case of contest of any
other item, shall furnish to the Lessor, if requested, an indemnity bond in an
amount reasonably satisfactory to the Lessor executed by the Lessee and a surety
company reasonably satisfactory to the Lessor or, at Lessee's option, deposit
moneys with the Lessor in such an amount as shall be reasonably necessary to
indemnify the Lessor as aforesaid.

                                      -11-
<PAGE>   77

                            9. INDEMNIFICATION, ETC.

          (a)  The Lessee will protect, indemnify and save the Lessor harmless
from and against any and all liabilities, claims, damages, penalties, Causes of
action, costs and expense (including reasonable attorneys' fees and expenses) of
any nature arising from any accident, injury to or death of persons or loss of
or damage to property occurring on the Leased Premises or on adjoining
sidewalks, curbs, fences or vaults, if any, or in any manner growing out of or
connected with the Lessee's use and occupancy of the Leased Premises or the
condition thereof or of the adjoining sidewalks, curbs, fences or vaults, if
any, during the term of this Lease. In case any action, suit or proceeding is
brought against the Lessor by reason of any such occurrence, the Lessee, upon
the request of the Lessor, will at the Lessee's expense resist and defend such
action, suit or proceeding, or cause the now to be resisted and defended by
counsel designated by the Lessee and subject to the reasonable approval of the
Lessor. The obligations of the Lessee under this section shall survive any
termination of this Lease.

          (b)  Nothing contained in this Lease shall constitute any consent or
request by the Lessor, express or implied, for the performance of any labor or
services or the furnishing of any materials or other property with respect to
the Leased Premises, nor be construed as giving the Lessee any right, power or
authority to contract for or permit the performance of any labor or services or
the furnishing of any materials or other property in such fashion an would
permit the making of any claim against the Lessor in respect thereof.

                                 10. INSURANCE.

          (a)  The Lessee will at all times maintain insurance on the Leased
Premises of the following character:

                                      -12-
<PAGE>   78

          (i)  insurance against loss or damage by fire, lightning, windstorm,
hail, explosion, aircraft, smoke damage, vehicle damage and other risks from
time to time included under "extended coverage" policies and such other risks as
are or shall customarily be insured against with respect to property that is
similar to the Leased Premises, in amounts sufficient to prevent the Lessor or
the Lessee from becoming a co-insurer of any long under the applicable policies,
but in any event in amounts not less than the full insurable value of the Leased
Premises. The term "full insurable value", as used herein, means actual
replacement value less physical depreciation.

          (ii) general public liability insurance against claims for bodily
injury, death or property damage occurring on, in or about the Leased Premises
and the adjoining streets, sidewalks and passageways, such insurance to afford
protection to the Lessor of not less than $500,000 with respect to bodily injury
or death to any one person, not less than $1,000,000 with respect to any one
accident, and not less than $500,000 with respect to property damage. Policies
for such insurance shall be for the mutual benefit of the Lessor and the Lessee
and, to the extent obtainable, the Mortgages, under the Mortgage hereinafter
referred to.

          (iii) workmen's compensation insurance covering all persons employed
in connection with any work done on or about the Leased Premises in connection
with which claims for death or bodily injury could be asserted against the
Lessor, the Lessee or the Leased Premises, provided that in lieu of such
insurance, the Lessee may furnish the Lessor with satisfactory evidence that the
Lessee has adopted a satisfactory method for the payment of compensation
permitted by the laws of the state in which the Leased Premises is located.

          (iv) such other insurance on the Leased Premises in such amounts and
against such other insurable hazards which at the time are commonly obtained in
the case of property

                                      -13-
<PAGE>   79

similar to the Leased Premises, including war risk insurance when and to the
extent obtainable from the United States Government or an agency thereof. Such
insurance shall be written by Companies of recognized financial standing which
are authorized to do an insurance business in the state in which the Leased
Premises is located and such insurance shall name as the insured parties
thereunder the Lessor and the Lessee, as their interest may appear. Such
insurance may be obtained by the Lessee by endorsement an its blanket insurance
policies provided that such blanket policies fulfill the requirements specified
above in this paragraph 10(a). The Lessor shall not be required to prosecute any
claim against any insurer or to contest any settlement proposed by any insurer,
provided, however, that the Lessee may, at its sole cost and expense, prosecute
any such claim or contest any such settlement, and in such event the Lessee may
bring any such prosecution or contest in the name of the Lessor, the Lessee, or
both and the Lessor will join therein at the Lessee's written request upon the
receipt by the Lessor of an indemnity from the Lessee against any and all costs,
liabilities and expenses in connection with such prosecution or contest.
Notwithstanding any of the provisions of this paragraph 10(a), so long as the
Lessee shall, in accordance with sound accounting practices, maintain
self-insurance reserves against loss or damage from the risks required to be
insured against pursuant to clause (i) of this Section 10(a), the Lessee may, in
lieu of insuring the Leased Premises as provided above be and become a
self-insurer thereof to the extent of up to $10,000 of the insurable value of
the Leased Premises.

          (b)  insurance claims by reason of damage or destruction to any
portion of the Leased Premises shall be adjusted by the Lessee, but the Lessor
shall have the right to join with the Lessee in adjusting any such loss. If the
entire amount of any proceeds paid pursuant to such claims shall not exceed
$50,000 then such proceeds shall be payable to the Lessee. If the entire

                                      -14-
<PAGE>   80

amount of any proceeds paid pursuant to such claims shall exceed $50,000, such
proceeds shall be paid to the Lessee by the recipient thereof but only upon
certificates of the Lessee, signed by the Treasurer or Vice President of the
Lessee, delivered to the Lessor from time to time an the work of rebuilding,
replacing and repairing the damage or destruction to the Leased Premises
required by paragraph 11(b) progresses. Upon completion of such work any
remaining proceeds will be paid to the Lessee upon delivery to the Lessor of a
certificate of the Lessee, signed by the Treasurer or a Vice President thereof,
to the effect that such work has been completed and complies with the
requirements of paragraph 11(b). No payment of any proceeds shall be made to the
Lessee pursuant to this paragraph 10(b) if any default shall have happened and
be continuing under this Lease unless and until such default shall have been
cured or removed.

          (c)  Every such insurance policy shall bear a first mortgagee
endorsement in favor of any mortgagee or mortgagees of the Leased Premises
(herein, together with any assignee of said mortgagee's or mortgagees' interest
in the Mortgage hereinafter referred to, called the Mortgagees) under a
mortgage, deed of trust, indenture of mortgage and deed of trust or other
similar security instrument covering the Leased Premises (herein called the
Mortgage), and any loss under any such policy shall be made payable to the
Mortgagees, provided, however, that any recoveries under any of said policies
shall be applied by the mortgagees, in the manner provided in paragraph 10(b).
Every such policy shall contain, to the extent obtainable, an agreement by the
insurer that it will not cancel such policy except after 10 days' prior written
notice to the Lessor and to the Mortgagees and that any loss otherwise payable
thereunder shall be payable notwithstanding any act or negligence of the Lessor
or the Lessee which might, absent such agreement, result in a forfeiture of all
or a part of such insurance payment and notwithstanding (i) the occupation or
use of the Leased Premises for purposes more hazardous

                                      -15-
<PAGE>   81

than permitted by the terms of such policy, (ii) any foreclosure or other action
or proceeding taken by the Mortgagees or either of them pursuant to any
provision of the mortgage upon the happening of an event of default, an defined
therein, or (iii) any change in title or ownership of the Leased Premises.

          (d)  The Lessee shall deliver to the Lessor promptly after the
execution and delivery of this Lease the original or duplicate policies or
certificates of the insurers, satisfactory to the Mortgagees, if any, evidencing
all the insurance which is then required to be maintained by the Lessee
hereunder, and the Lessee shall, within 30 days prior to the expiration of any
such insurance, deliver other original or duplicate policies or other
certificates of the insurers evidencing the renewal of such insurance. Should
the Lessee fail to effect, maintain or renew any insurance provided for in this
paragraph 10, or to pay the premium therefor, or to deliver to the Lessor any of
such policies or certificates, then and in any of said events the Lessor, at its
option, but without obligation so to do, may, upon 5 days' notice to the Lessee
of its intention so to do, procure such insurance, and any sums expended by it
to procure any such insurance shall be additional rent hereunder and shall be
repaid by the Lessee within 5 days following the date an which such expenditure
shall be made by Lessor.

          (e)  The Lessee shall not obtain or carry separate insurance
concurrent in form or contributing in the event of loss with that required in
this paragraph 10 to be furnished by the Lessee unless the Lessor is included
therein an a named insured, with loss payable as in this Lease provided. The
Lessee shall immediately notify the Lessor whenever any such separate insurance
is obtained and shall deliver the policy or policies or certificates evidencing
the same.

                                      -16-
<PAGE>   82

                           11. DAMAGE OR DESTRUCTION.

          (a)  If, during the term of this Lease, any building or other
improvement included in the Leased Premises is partially damaged or destroyed by
fire, the elements or any other cause, the Lessee shall, whether or not the
insurance proceeds, if any, an account of such damage or destruction are
sufficient for the purpose, at its expense repair or rebuild the same within a
reasonable time as nearly as possible to its value, condition and character
immediately prior to such damage or destruction, and there shall be no abatement
of rent during the time of repair or rebuilding.

          (b)  If the Leased Premises shall be substantially damaged or
destroyed in any single casualty so that the Leased Premises shall be unsuitable
for restoration for the Lessee's continued use and occupancy in the Lessee's
business, then at the Lessee's option, in lieu of rebuilding, replacing and
repairing the Leased Premises an provided in this Lease, the Lessee may give
notice to the Lessor, within 30 days after the occurrence of such damage or
destruction, of the Lessee's intention to terminate this Lease an any business
day specified in such notice which occurs not less than 60 nor more than 120
days after the date of such damage or destruction, provided that such notice
shall be accompanied by a certificate of the Lessee, signed by the Treasurer or
a Vice President thereof, stating that, in the judgment of the Board of
Directors of the Lessee, the Leased Premises are unsuitable for the Lessees's
continued use and occupancy and the Lessee's business by reason of such
casualty, the Lessee does not intend to rebuild, replace or repair the Leased
Premises and the Lessee has discontinued the use of the Leased Premises or
intends to discontinue such use within 90 days after such casualty, and
provided, further that if such termination date occurs during the interim or
Primary Terms, as a part of said notice the Lessee shall give its irrevocable
offer to purchase the Leased Premises an

                                      -17-
<PAGE>   83

such termination date at a price determined in accordance with Schedule C. If
the Lessor shall reject such offer to purchase by notice given to the Lessee not
later than the 10th day prior to such termination date, or if such termination
date occurs during an Extended Term of this Lease, this Lease shall terminate an
such date, except with respect to obligations and liabilities of the Lessee
under this Lease, actual or contingent, which have arisen an or prior to such
date, upon payment by the Lessee of all installments of Basic Rent and all other
sums then due and payable under this Lease to and including such date of
termination. Unless the Lessor shall have rejected such offer to purchase by
notice to Lessee given not later than the 10th day prior to such termination
date, the Lessor shall be conclusively presumed to have accepted said offer to
purchase, and, if the Lessee shall not be in default under this Lease on such
termination date. the Lessor shall transfer and convey the Leased Premises an
such date and shall pay over or assign all rights to receive the proceeds of any
insurance payable in connection with such dam-age or destruction to the Lessee
upon the terms and provisions, set forth in paragraph 14, against payment by the
Lessee of the purchase price therefore together with all installments of Basic
Rent and all other sums then due and payable under this Lease to and including
such date of termination.

          (c)  All insurance proceeds received by or payable to the Lessor or
any assignee of the Lessor an account of any damage to or destruction of the
Leased Premises or any part thereof (less the actual costs, fees and expenses
incurred in the collection thereof) shall be applied or dealt with by the Lessor
or such assignee, as the case may be, as follows:

          (i)  All such proceeds actually received an account of any such damage
or destruction other than a Total Destruction shall, unless the Lessee is in
default hereunder, be paid over to the Lessee or as it may direct from time to
time as the repair or rebuilding progresses to

                                      -18-
<PAGE>   84

pay (or reimburse the Lessee for) the cost thereof, but only upon the written
request of the Lessee accompanied by evidence reasonably satisfactory to the
Lessor or such assignee, as the case may be, that the sum requested has been
paid or is then due and payable and is a proper item of such cost. Upon receipt
by the Lessor or such assignee, as the case may be, of evidence reasonably
satisfactory to it that the repair or rebuilding has been completed and the cost
thereof paid in full and that there are no mechanic's or similar liens for labor
or materials supplied in connection therewith, the balance, if any, of such
proceeds shall, unless the Lessee is in default hereunder, be paid over or
assigned to the Lessee or as it may direct.

          (ii) All such proceeds received or payable on account of a Total
Destruction shall, upon payment of the purchase price for the Leased Premises,
be paid over or assigned to the Lessee or as it may direct.

          (d)  The Lessee shall give the Lessor prompt written notice of any
material damage to or destruction of all or any part of the buildings or other
improvements included in the Leased Premises, specifying the particulars of the
same in reasonable detail.

                               12. CONDEMNATION.

          (a)  If (i) the entire Leased Premises shall be taken in or by
condemnation or other eminent domain proceedings pursuant to any law, general or
special or (ii) any substantial portion of the Leased Premises which is
sufficient to render the remaining portion thereof unsuitable for the Lessee's
continued use or occupancy in the Lessee's business shall be taken in or by any
such proceedings (any taking of such entire or substantial portion being termed
a Total Taking), then the Lessee shall, within 30 days after any such taking,
give notice to the Lessor of its intention to terminate this Lease on any
business day specified in such notice which occurs not less than 60 nor more
than 120 days after such taking. If such date of termination occurs

                                      -19-
<PAGE>   85

during the interim or Primary Terms, as part of said notice of termination the
Lessee shall (A) make an irrevocable offer to purchase the remaining portion of
the Leased Premises (or, in case of the taking of the entire Leased Premises,
the award payable in connection with such taking or the right to receive the
same when made, if no payment thereof has yet been made) on said termination
date at a price determined in accordance with Schedule C hereof, and (B) if less
than the entire Leased Premises shall have been taken, deliver to the Lessor a
certificate of the Lessee, signed by the Treasurer or any Vice President
thereof, stating that, in the judgment of the Board of Directors of the Lessee,
the portion of the Leased Premises so taken is sufficient to fulfill the
conditions got forth in clause (ii) of this Paragraph 12(a), that the Lessee
does not intend to repair, rebuild or restore the Leased Premises and that the
Lessee had discontinued the use of the Leased Premises or intends to discontinue
such use 90 days after such taking. If the Lessor shall reject such offer to
purchase by notice given to the Lessee not later than the 10th day prior to such
termination date, or if such termination date occurs during an Extended Term of
this Lease, this Lease shall terminate on such date, except with respect to
obligations and liabilities of the Lessee under this Lease, actual or
contingent, which have arisen on or prior to such date, upon payment by the
Lessee of all installments of Basic Rent and all other sums then due and payable
under this Lease to and including such date of termination. Unless the Lessor
shall have rejected such offer to purchase by notice to the Lessee given not
later than the 10th day prior to such termination date, the Lessor shall be
conclusively presumed to have accepted said offer to purchase, and on such date
of termination, the Lessor shall transfer and convey the remaining portion of
the Leased Premises, if any, to the Lessee or its nominee upon the terms and
provisions set forth in paragraph 14 and shall pay to the Lessee or its nominee
the entire award actually received by the Lessor in connection with such taking,
less any expenses incurred in

                                      -20-
<PAGE>   86

collecting such award (such award less such expenses being herein called the
"net award"), or, if such award shall not have been received by the Lessor, the
Lessor shall assign to the Lessee all its right, title and interest in and to
such award, in either case against payment by the Lessee of the purchase price
therefor, together with all installments of Basic Rent and all other sums then
due and payable under this Lease to and including such date of termination.

          (b)  In case of any condemnation Or taking affecting the Leased
Premises other than a Total Taking, the Lessee shall, whether or not the awards
or payments, if any, on account thereof are sufficient for the purpose, restore
the Leased Premises within a reasonable time as nearly as possible to the value,
condition and character thereof immediately prior to such occurrence, and this
Lease shall remain in full force and effect and there shall be no abatement or
reduction of rent as a result thereof.

          (c)  The Lessor shall be entitled to all condemnation awards and
payments made or payable an account of any such taking, and the Lessee hereby
irrevocably assigns, transfers and sets over to the Lessor all rights of the
Lessee to any award or payment on account of any such occurrence and irrevocably
authorizes and empowers the Lessor, in the name of the Lessee or otherwise, to
file and prosecute what would otherwise be the Lessee's claim for any such award
or payment and to collect, receipt for and retain the same. Provided that the
Lessee is not then in default hereunder, the Lessor shall apply such awards and
payments in the manner set forth in paragraph 12 (a), 12 (b) and 12 (f) to the
extent any such paragraph may be applicable. The Lessee will pay all reason-able
costs, fees and expenses incurred by the Lessor or any assignee of the Lessor in
connection with any such occurrence and the seeking and obtaining of any award
or payment on account thereof.

                                      -21-
<PAGE>   87

          (d)  The Lessee shall give the Lessor prompt written notice of any
such condemnation or taking or the commencement of any proceedings or
negotiations which would result in any such occurrence, specifying the
particulars of the same in reasonable detail.

          (e)  The foregoing provisions shall also apply in the event of a
negotiated sale to a public or quasi-public authority under threat of or in lieu
of condemnation, provided that if at the time of any such proposed sale the
Lessee is in possession of the Leased Premises, the Lessee's prior consent to
ouch sale must be obtained.

          (f)  All awards and payments received by or payable to the Lessor or
any assignee of the Lessor on account of any condemnation, taking, or negotiated
sale in lieu thereof (less the actual costs, fees and expenses incurred in the
collection thereof if not paid by the Lessee as hereinabove provided) shall be
applied or dealt with by the Lessor or such assignee, as the case may be, as
follows:

          (A)  All such awards and payments actually received, other than those
in respect to a Total Taking, shall be applied as follows:

               (i)  Subject to subparagraph (ii) below, such awards and payments
shall be applied to pay the cost of restoration of the Leased Premises, such
application to be affected substantially in the same manner and subject to the
same conditions as provided in the section hereof entitled "Damage or
Destruction" with respect to insurance proceeds, except that, in case the total
amount of such awards and payments shall not exceed $10,000, such awards and
payments shall be paid over to the Lessee, if not in default hereunder,
forthwith upon written request therefor and without compliance with any of such
conditions.

               (ii) In case of a taking of the Leased Premises for temporary
use, such awards and payments shall be held and applied to the payment of Basic
Rent, additional rent and

                                      -22-
<PAGE>   88

other amounts becoming payable by the Lessee hereunder for the period of
temporary use, provided that, if any portion of such awards and payments is made
by reason of any damage to or destruction of the Leased Premises during such
taking for temporary use, such portion shall be hold and applied an provided in
subparagraph (i) above after such taking is terminated.

               (iii) The balance, if any, of such awards and payments not
required to be held or applied in accordance with the foregoing subparagraphs
(i) and (ii) shall, unless the Lessee is in default hereunder, be paid over or
assigned to the Lessee or as it may direct.

          (B)  All such awards and payments received or payable on account of a
Total Taking shall, upon payment of the purchase price for the facility be paid
ever in accordance with the provisions of paragraph 12(a).

                           13. ECONOMIC ABANDONMENT.

     So long an the Lessee is not in default under this Lease if the Leased
Premises shall have become uneconomic and unsuitable for the Lessee's continued
use and occupancy and if the Board of Directors of the Lessee has determined to
discontinue the use of the Leased Premises in its business operations during the
period ending on the first anniversary of the date of the delivery of the notice
mentioned hereafter in this paragraph 13, or if the Lessee has on or before such
date of delivery already discontinued such use, then the Lessee may notify the
Lessor on or after September 1, 1977, of its intention to terminate this Lease
on any business day specified in such notice which occurs during the Primary
Term and which is not less than 180 nor more than 240 days after the date of the
delivery of such notice, provided that, as a part of said notice, Lessee shall
make an irrevocable offer to purchase the Leased Premises on such date of
termination at a price determined in accordance with Schedule C hereof. Such
notice and offer shall be accompanied by a certificates signed by the Treasurer
or any Vice president of the

                                      -23-
<PAGE>   89

Lessee, to the effect that the Lessee's Board of Directors has determined that
the Leased Premises have become uneconomic or unsuitable for the Lessee's
continued use and occupancy, and to the further effect that the Lessee has
discontinued the use of the Leased Premises or intends to discontinue such use
during the period ending on the first anniversary of the date of the delivery of
such notice to the Lessor. If the Lessor shall reject such offer to purchase by
notice given to the Lessee not later than the 10th day prior to such termination
date, this Lease shall terminate on such termination date, except with respect
to obligations and liabilities of the Lessee under this Lease, actual or
contingent, which have arisen on or prior to such date, upon payment by the
Lessee of the Basic Rent due and payable by it to and including such date of
termination. Unless the Lessor shall have rejected such offer to purchase by
notice to the Lessee given not later than the 10th day prior to such termination
date, the Lessor shall be conclusively presumed to have accepted said offer to
purchase, and on such termination date the Lessor shall convey the Leased
Premises to the Lessee pursuant to paragraph 14, against payment by the Lessee
of the purchase price therefor, together with all installments of Basic Rent and
all other sums then due under this Lease and unpaid to and including such
termination date.

                          14. PROCEDURE UPON PURCHASE.

      (a) in the event of the purchase of the Leased Premises or any part
thereof by the Lessee pursuant to any provision of this Lease, the Lessor need
not transfer and convey to the Lessee or its nominee any better title thereto
than existed an the date of the commencement of this Lease, and the Lessee shall
accept such title, subject, however, to all liens, encumbrances, charges,
exceptions and restrictions attaching thereto an or after the commencement date
of this Lease which have not been created or caused by Lessor and to all
applicable laws, regulations and ordinances, but free of the lien of the
mortgage, if any.

                                      -24-
<PAGE>   90

          (b)  Upon the date fixed for any such purchase of the Leased Premises
of a part thereof pursuant to any provision Of this Lease, the Lessee shall pay
to the Lessor at its address set forth above or at any other place designated by
the Lessor the purchase price therefor specified herein and the Lessor shall
there deliver to the Lessee (i) a deed with covenants against acts of the
Lessor, which deed relates to the Leased Premises or the portion thereof then
being sold to the Lessee and shall convey and transfer at least the title
thereto which is described in paragraph 14, together with (ii) such other
instruments as shall be necessary to transfer to the Lessee any other property
then required to be sold by the Lessor pursuant to this Lease. The Lessee shall
pay all charges incident to such conveyance and transfer, including any counsel
fees, escrow fees, recording fees, title insurance premiums and all applicable
federal, state and local taxes (other than any income or franchise taxes levied
upon or assessed against the Lessor) which may be incurred or imposed by reason
of the conveyance and transfer of the Leased Premises or part thereof then being
purchased, or by reason of the delivery of said deed and other instruments. Upon
the completion of such purchase, but not prior thereto (whether or not any delay
in the completion of, or the failure to complete, such purchase shall be the
fault of the Lessor), this Lease and all obligations hereunder (including the
obligations to pay Basic Rent and additional rent) shall terminate with respect
to the Leased Premises except with respect to obligations and liabilities of the
Lessee, actual or contingent, under this Lease which arose on or prior to said
date of purchase.

                         15. ASSIGNMENT AND SUBLETTING.

     The Lessee may sublet the Leased Premises or any part thereof, and with the
consent of the Lessor (which consent will not be unreasonably withheld), may
assign all of its rights and interests under this Lease, provided that each such
sublease shall expressly be made subject to

                                      -25-
<PAGE>   91

the provisions of this Lease. If the Lessee assigns all its rights under this
Lease, the assignee under such assignment shall expressly assume all of the
obligations of the Lessee hereunder in a written instrument delivered to the
Lessor within 30 days after such assignment. No assignment or sublease made as
permitted by this paragraph 15 shall affect or reduce any of the obligations of
the Lessee hereunder, and all the obligations of the Lessee hereunder shall
continue in full force and effect as the obligations of a principal and not as
the obligations of a guarantor or surety, to the same extent as though no
assignment or subletting had been made. No sub lease or assignment made as
permitted by this paragraph 15 shall impose any obligations on the Lessor, or
otherwise affect any of the rights of the Lessor under this Lease. Neither this
Lease nor the terms hereby demised shall be mortgaged by Lessee, nor shall the
Lessee mortgage or pledge the interest of the Lessee in and to any sublease of
the Leased Premises or the rentals payable thereunder. My such mortgage or
pledge, and any such sublease or assignment made in violation of this paragraph
15 shall be void. The Lessee shall, within 10 days after the execution and
delivery of any such assignment, deliver a conformed copy thereof to the Lessor,
and within 10 days after the execution and delivery of any such sublease, the
Lessee shall give notice to the Lessor of the existence and term of such
sublease, and of the name and address of the sublessee thereunder. So long an
the Lessee shall not be in default hereunder, the Lessee shall be entitled to
receive and retain all rents payable pursuant to any lease of a portion of the
Leased Premises existing on the date of the commencement of this Lease.

                16. REIMBURSEMENT FOR ALTERATIONS AND ADDITIONS.

          (a)  On any date during the Primary Term, Lessee may by notice to
Lessor request that Lessor pay to Lessee the amount of Lessee's unreimbursed
expenses, determined as provided hereinafter in this Section 16 (herein called
the Reimbursable Expenses), which have

                                      -26-
<PAGE>   92

been incurred by Lessee in connection with construction of any buildings,
structures or other improvements which is permitted by Section 5 but which is
not required under any other provision of this Lease, provided that the amount
of the Reimbursable Expenses exceeds $200,000. Such request shall be accompanied
by a certificate, signed by the President or a Vice President of Lessee and
dated the date of such request, setting forth in reasonable detail the amount
and character of the Reimbursable Expenses and a description of the buildings,
structures or other improvements in connection with which such Expenses were
incurred, stating that the construction in connection with which such Expenses
were incurred has been completed in compliance with the requirements of this
Section 16, specifying the date on which the construction of each such building,
structure and other improvement was completed, and stating that such Expenses
are reimbursable in the amounts requested under the terms of this Section 16.
Upon receipt of such request and certificate, Lessor agrees to pay to Lessee an
amount equal to such Expenses so certified, but only in the following further
conditions shall have been fulfilled within 90 days after the receipt of such
request and certificate:

          (i)  Additional notes of Lessor (herein called the improvement Notes),
issued for the purpose of obtaining funds to make such payment to Lessee and
fulfilling the terms and conditions of the indenture shall have been sold by
Lessor after the receipt of Lessor of such request and certificate from Lessee,
and the proceeds of the sale of the improvement Notes actually received by
Lessor shall have been at least equal to the amount of the payment to be made to
Lessee pursuant to its request as provided above;

          (ii) Lessor and Lessee shall have executed, acknowledged and delivered
a supplement to this Lease, which supplement (herein called the Lease
Supplement) shall, as of the data of such payment to Lessee (herein called the
Reimbursement Date) and there-after during

                                      -27-
<PAGE>   93

the continuance of this Lease: (A) increase each Basic Rent payment required to
be made during the Primary Term and, if necessary the Extended Terms of this
Lease by an equal amount which shall be at least sufficient to make each
payment, when due, of principal of, and interest on, the improvement Notes. (B)
increase the purchase prices set forth in Schedule C hereof that would be
payable upon a purchase of the Leased Premises by Lessee pursuant to Sections
11(b), 12(a), 13 and 16(b) hereof by amounts which shall at all times thereafter
be at least sufficient to prepay the then outstanding principal amount of the
improvement Notes, together with all accrued interest thereon and (C) make such
other changes, if any, as shall be required by the modifications made by the
Lease supplement, and ratify and confirm this Lease in all other respects;

          (iii) Lessor and Lessee shall have executed, acknowledged and
delivered a Supplement to the Assignment of Lease and Agreement dated as of July
25, 1967 from Lessor and Lessee to the Trustees (herein called the Assignment)
relating to this Lease, which supplement (herein called the Assignment
Supplement) shall, as of the Reimbursement Date and thereafter during the
continuance of this Lease, expressly and specifically subject this Lease as
supplemented by the Lease Supplement to the assignment of this Lease as
originally executed which was made by the Indenture and the Assignment as
originally executed;

          (iv) Lessor shall have received an opinion of counsel for Lessee,
dated the Reimbursement Date and in form and substance satisfactory to Lessor,
to the effect that: (A) Lessee has fulfilled all the requirements of this Lease
which must be fulfilled by Lessee in connection with the reimbursement of Lessee
by Lessor of the Reimbursable Expenses, (B) the Lease Supplement and the
Assignment Supplement have been duly authorized, executed and delivered by
Lessee and are legal, valid and binding obligations of Lessee enforceable
against Lessee in accordance with their respective terms, and to the effect that
such Supplements effectively amend this Lease and the Assignment, respectively,
and this Lease as so supplemented and said Assignment as so supplemented are
legal, valid and binding obligations of Lessee enforceable against

                                      -28-
<PAGE>   94

Lessee in accordance with their respective terms and have been recorded or filed
in all offices in which recording or filing is necessary in order to publish
notice or to protect the validity thereof, (C) neither the execution or delivery
of such Supplements, nor the consummation of the transactions contemplated
therein, nor compliance with the provisions thereof, conflict or will conflict
with, or result in a breach of, any of the terms, conditions or provisions of,
or constitute a default under, Lessee's certificate of incorporation or by-laws,
or any contract or agreement to which Lessee is a party or by which it is bound,
nor will any of such acts result in a violation of any law, order, rule,
regulation, injunction, judgment or decree of any court or governmental
authority, (D) no approval, authorization, order, license, permit, franchise or
consent of, or registration, declaration or filing with, any government
authority is required in connection with the execution, delivery or performance
by Lessee of such Supplements, or, if any such approval, authorization, order,
license, permit, franchise, consent, registration, declaration or filing is
required, specifying the same and stating that the same has been obtained or
made and is in full effect, and (E) Lessee is a validly organized and existing
corporation in good standing under the laws of the state in which it is
incorporated and is duly qualified to do business and is in good standing in the
state in which the Leased Premise are located; it being understood that such
opinion may be subject to the qualification that the rights and remedies set
forth in this Lease and the Assignment as supplemented by such Supplements are
subject to any applicable bankruptcy and insolvency law;

                                      -29-
<PAGE>   95

          (v)  An amendment or endorsement to the mortgage title insurance
policy theretofore delivered to the Trustees pursuant to Section 3.11(a) of the
Indenture with respect to the Leased Premises satisfactory in form and
substance, to Lessor and the Trustees, increasing the net amount of such
mortgage title insurance by an amount equal to the Reimbursable Expenses,
redating such policy to the Reimbursement Date, and not containing any
additional exceptions to title to the Leased Premises other than Permitted
Encumbrances, as defined in the Indenture;

          (vi) A copy of a revised survey of the Leased Premises, dated within
30 days of the Reimbursement Date and satisfactory in form and substance to
Lessor and the Trustee, showing the exact location and dimensions of the Leased
Premises including the improvements thereon; and the exact location of all lot
and street lines, all means of access to the Leased premises, all wires, pipes
and other conduits and easements relating to the Leased Premises; and

          (vii) Such other certificates of Lessee as Lessor may reasonably
request in order to enable Lessor to finance the cost of the Reimbursable
Expenses.

          (b)  Lessor shall incur no liability under this Lease by reason of its
inability to finance the cost of the Reimbursable Expenses. If (i) Lessor shall
have made diligent efforts to sell the Improvement Notes in order to finance the
Reimbursable Expenses, (ii) Lessor and Lessee are unable to agree upon the
interest rate which such Improvement Notes will bear, and if the rent increases
which the Lessee shall have been willing to make shall be sufficient to amortize
100% of the principal amount of such Improvement Notes by their maturity, at an
interest rate which is not less than the prime rate then chargeable by First
National City Bank for commercial loans plus 1% and (iii) Lessor does not
reimburse Lessee within a period of 90 days after the date of the receipt of
Lessee's request for such reimbursement (herein called the Final Date), Lessee

                                      -30-
<PAGE>   96

shall, within 30 days after the Final Date, have the right to give notice to
Lessor of its intention to terminate this Lease on any business day specified in
such notice which occurs not less than 30 nor more than 60 days after such
notice. As part of such notice, Lessee shall snake an irrevocable undertaking to
purchase the Leased premises on such date of termination at a price determine in
accordance with Schedule C hereof, and this Lease shall terminate on such
termination date, except with respect to obligations and liabilities of Lessee
under this Lease, actual or contingent, which have arisen on or prior to such
date, upon payment by Lessee of the Basic Rent due and payable by it to and
including such date of termination, on such termination date Lessor shall convey
the Leased Premises to Lessee pursuant to Section 14 against payment by Lessee
of the purchase price therefor, together with all installments of Basic Rent and
all other sums then due under this Lease and unpaid to and including such
termination date. Notwithstanding the preceding provisions of this Section 16,
Lessee shall not have the right to terminate this Lease and to purchase the
Leased Premises, as provided in Section 16, if Lessor shall be unable to
reimburse Lessee for the Reimbursable Expenses due to the failure of Lessee (i)
to negotiate in good faith the increase in Basic Rent and the increases in the
purchase prices, referred to in clause (ii) of Section 16 (a), in order to make
the payments of interest and principal on the Improvement Notes, or (ii) to
deliver to Lessor the certificates, documents, opinion and other instruments
referred to in paragraph 16 (a). If Lessee does not elect to terminate this
Lease as hereinabove provided, this Lease shall continue in full effect and
Lessee shall have no right against Lessor due to failure of Lessor to reimburse
Lessee as provided in paragraph 16(a).

                             17. RIGHT TO PERFORM.

     If the Lessee shall fail to make any payment or perform any act required to
be made or performed by it hereunder, the Lessor, without notice to or demand
upon the Lessee and without

                                      -31-
<PAGE>   97

waiving or releasing any obligation or default of the Lessee, may (but shall be
under no obligation to) at any time thereafter make such payment or perform such
act for the account and at the expense of the Lessee, and may enter upon the
Leased Premises or any part thereof for such purpose, and take all such action
thereon as, in the Opinion of the Lessor, may be reasonably necessary or
appropriate therefor. No such entry shall be deemed to be an eviction of the
Lessee. All payments so made by the Lessor and all costs and expenses (including
reasonable attorneys' fees and expenses) incurred in connection therewith or in
connection with the performance by the Lessor of any such act shall constitute
additional rent hereunder.

                             18. EVENTS OF DEFAULT.

          (a)  Provided always and these presents are made upon the express
condition that, if any one or more of the following events ("Events of Default")
shall occur:

          (i)  if the Lessee abandons the Leased Premises, except as
hereinbefore provided, before the expiration of the term hereof, or

          (ii) if the Lessee shall fail to pay any Basic Rent when and as the
same becomes due and payable, and such failure shall continue, for more than
five (5) days after the Lessee shall have received written notice thereof from
the Lessor; or

          (iii) if the Lessee shall fail to pay any additional rent or other sum
(other than Basic Rent) payable by it to the Lessor when and as the same becomes
due and payable, and such failure shall continue for more than ten (10) days
after the Lessee shall have received written notice thereof from the Lessor, or

          (iv) if the Lessee does not or shall neglect or fail to perform or
observe any other covenant or condition herein contained, which on its part is
to be performed, and such

                                      -32-
<PAGE>   98

neglect or failure shall continue for more than twenty (20) days after the
Lessee shall have received written notice thereof from the Lessor; or

          (v)  if the Lessee shall make a general assignment for the benefit of
creditors, or shall admit in writing its inability to pay its debts as they
become due, or shall file a petition in bankruptcy, or shall be adjudicated a
bankrupt or insolvent, or shall file a petition seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any present or future statute, law or regulation, or shall file an
answer admitting or not contesting the material allegations of a petition
against it in any such proceeding, or shall seek or consent to or acquiesce in
the appointment of any trustee, receiver or liquidator of Lessee or any material
part of its properties; or

          (vi) if, within sixty (60) days after the commencement of any
proceeding against the Lessee seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
present or future statute, law or regulation, such proceeding shall not have
been dismissed, or if, within sixty (60) days after the appointment without the
consent of acquiescence of the Lessee, of any trustee, receiver or liquidator of
the Losses or of any material part of its properties, such appointment shall not
have been vacated; or

          (vii) if the Lessee shall default in the same manner an specified in
clauses (a), (b), (c) or (d) above under any other lease between the Lessor and
the Lessee having provisions substantially similar to those of this Lease; then
and in any such event the Lessor may at its option terminate this Lease, or
terminate the Lessee (a right to possession without terminating this Lease, by
giving written notice thereof to the Lessee, and say, without further notice or
demand, enter into or upon the Leased Premises and repossess the same as of
their former estate and expel the Lessee and those claiming under it and remove
its effects (forcibly, if necessary)

                                      -33-
<PAGE>   99

without prejudice to any remedies which might otherwise be available for arrears
of rent or preceding breach of covenant; and any such termination, repossession,
removal or expulsion, whether by direct act of the Lessor or through the medium
of legal proceedings for that purpose instituted, shall not affect the liability
of the Lessee or its successors and assigns for Basic Rent, additional rent or
other sums past due or to become due in the future under the terms of this
Lease, but the same shall continue and remain liabilities and obligations of the
Lessee as if such termination, repossession, expulsion and removal had not taken
place.

          (b)  In the event of any such termination, entry, repossession,
expulsion or removal, the Lessee, so far as permitted by applicable law, waives
(i) any notice of repossession or of the institution of legal proceedings to
that end, (ii) any right of redemption or repossession, (iii) any right to a
trial by jury in any proceeding or any matter in any way connected with this
Lease, and (v) the benefits of any laws exempting property from liability for
rent or for debt.

          (c)  All reasonable costs and expenses (including attorneys' fees and
expenses) of the Lessor incurred as a result of any such default or Event of
Default shall constitute additional rent hereunder.

                         19. FURTHER RIGHTS OF DEFAULT.

          (a)  At any time or from time to time after any such termination,
repossession, expulsion or removal, the Lessor may (but shall be under no
obligation to) relet the Leased Premises or any part thereof for the account of
the Lessee, without notice to the Lessee, for such term and an such conditions
and for such uses as the Lessor, in its uncontrolled discretion may determine
and may collect and receive the rents therefor and apply the same to the amounts
due or to become due hereunder, but (except to the extent of such application of
rents) no such reletting shall relieve the Lessee of any of its liabilities or
obligations hereunder.

                                      -34-
<PAGE>   100

          (b)  In the event of any such termination, entry, repossession,
expulsion or removal, the Lessee will pay to the Lessor Basic Rent and all
additional rent and other sums required to be paid by the Lessee up to the time
of such termination, entry, repossession, expulsion or removal, and thereafter,
the Lessee, until the and of what would have been the term of this Lease in the
absence of such termination, entry, repossession, expulsion or removal and
whether or not the Leased Premises or any part thereof shall have been relet,
shall be liable to the Lessor for, and shall pay to the Lessor, as liquidated
and agreed, current damages for the Lessee's default (a) the Basic Rant and all
additional rent and other sums which would be payable under this Lease by the
Lessee in the absence of such termination, entry, repossession, expulsion or
removal less (b) the net proceeds, if any, of any reletting effected for the
account of the Lessee pursuant to this section, after deduction from such
proceeds all Lessor's expenses in connection with such reletting (including,
without limitation, all repossession costs, brokerage commissions, legal
expenses, attorneys' fees, employees' expanses, reasonable alteration costs, and
expenses of preparation for such reletting). The Lessee will pay such current
damages quarterly an the days on which the Basic Rent would have been payable
under this Lease in the absence of such termination, entry repossession,
expulsion or removal, and the Lessor shall be entitled to recover the same from
the Lessee on each such day.

          (c)  At any time after any such termination, entry, repossession,
expulsion or removal, whether or not the Lessor shall have collected any current
damages as aforesaid, the Lessor shall be entitled to recover from the Lessee on
demand, as and for liquidated and agreed final damages for the Lessee's default,
an amount in cash equal to the excess, if any, of (a) the Basic Rent, additional
rent and all other sums which would be payable to the Lessor under this Lease
from the date of such demand (or, if it be earlier, the date to which the Lessee
shall have

                                      -35-
<PAGE>   101

satisfied in full its obligations under the preceding paragraph to pay current
damages) for what would be the then unexpired term of this Lease in the absence
of such termination, entry, repossession, expulsion or removal, over (b) the
then fair net rental value of the Leased Premises for the same period. If any
applicable statute or role of law shall validly limit the amount of such
liquidated final damages to less than the amount above agreed on, the Lessor
shall be entitled to the maximum amount allowable under such statute or rule of
law.

                       20. LESSOR'S LIEN, NO MERGER, ETC.

          (a)  The Lessee hereby grants the Lessor a first lien upon all of the
interest of the Lessee under this Lease and in and to the Leased Premises, which
lien may be foreclosed, and the Lessee hereby assigns to the Lessor all rents,
issues, profits and income arising from and under any subleases permitted hereby
(and, upon demand, will assign to the Lessor all such subleases), to secure the
payment of the rents and other payable by the Lessee hereunder and the
performance of all other obligations of the Lessee hereunder, provided that,
unless and until a default or Event of Default occurs hereunder, the Lessee may
continue to collect, receive and enjoy all such rents, issues, profits and
income. The Lessor shall be entitled, as a matter of right, to have a receiver
appointed for the Leased Premises if a default or Event of Default occurs
hereunder.

          (b)  There shall be no merger of this Lease nor of the leasehold
estate created by this Loan, with the fee estate in the Leased Premises or any
part thereof by reason of the fact that the same person, firm, corporation or
other entity may acquire or own or hold, directly or indirectly (by reason of
the foreclosure of the lien provided for in this Section or otherwise), (a) this
Lease or the leasehold estate created by this Lease or any interest in this
Lease or in any such leasehold estate and (b) the fee estate in the Leased
Premises or any part thereof or any interest in

                                      -36-
<PAGE>   102

such fee estate, and no such merger shall occur unless and until all persons,
corporations, firms and other entities, including each assignee having any
interest in (i) this Lease or the leasehold estate created by this Lease or (ii)
the fee estate in the Leased Premises or any part thereof shall join in a
written instrument affecting such merger and shall duly record the same.

                            21. REMEDIES CUMULATIVE.

     Each right, power and remedy of the Lessor provided for in this Lease or
now or hereafter existing at law or in equity or by statute or otherwise shall
be cumulative and concurrent, and the exercise or beginning of the exercise by
the Lessor of any one or more of such rights, powers or remedies shall not
preclude the simultaneous or later exercise by the Lessor of any or all other
such rights, powers or remedies.

                              22. QUIET ENJOYMENT.

     If the Lessee shall pay the Basic Rent, additional rent and other amounts
payable by the Lessee hereunder an and when the same become due and payable and
shall perform and comply with all of the other terms and conditions hereof, the
Lessor will not interfere with the Peaceful and quiet occupation and enjoyment
of the Leased Premises by the Lessee, which occupation and enjoyment shall be
without hindrance, election or molestation by the Lessor, subject to the rights
of the Lessor under the Section 6 hereof. Any failure by the Lessor to comply
with the foregoing covenant shall not give the Lessee any right to cancel or
terminate this Lease or to abate, reduce or make deduction from or offset
against the rents or any other documents payable under this Lease or to fail to
perform or comply with any other term or condition hereof, but nothing herein
shall prevent the Lessee from obtaining injunctive relief against the Lessor.

                                      -37-
<PAGE>   103

                            23. GENERAL PROVISIONS.

          (a)  The Lessee will deliver to the Lessor, promptly upon request, (a)
a certificate of the President or a Vice President or the Treasurer of the
Lessee stating that no default exists hereunder, or, if any such default exists,
specifying the nature and period of existence thereof and what action the Lessee
is taking or proposed to take with respect thereto, (b) such a certificate
certifying that this Lease is unmodified and in full force and effect, or, if
there have been modifications, specifying the same and certifying that this
Lease, as modified, is in full force and effect, and (c) all such other
information with respect to the Leased Premises as may reasonably be requested.

          (b)  The Lessee further covenants and agrees to pay and discharge all
reasonable costs and expenses (including attorneys' fees and expenses) that
shall be paid or incurred by the Lessor in enforcing the covenants and
agreements of this Lease, and the same shall constitute additional rent
hereunder.

          (c)  Any notice that should or may be given hereunder shall be
properly given if sent by certified mail in a properly enclosed, sealed and
postpaid envelope, deposited in any regularly maintained United States Post
Office, addressed, if to the Lessor, c/o Wood, Struthers & Winthrop, 20 Exchange
Place, New York, New York 10005, or if to the Lessee, Honeywell, Inc.,
Electronic Data Processing Division, 60 Walnut Street, Wellesley Hills,
Massachusetts, Attention: Vice President and General Manager, or if to any
assignee of the Lessor, at such address as such assignee shall have furnished in
writing to the Lessee. The persons and places to which notices are to be mailed
may be changed from time to time by the Lessor or by the Lessee upon written
notice to the other or by any such assignee upon written notice to the Lessee.

                                      -38-
<PAGE>   104

          (d)  The failure of the Lessor to insist upon strict performance of
any of the terms, covenants or conditions herein contained shall not be deemed a
waiver of any of the rights or remedies of the Lessor and shall not be deemed a
waiver of any subsequent breach or default in any of such terms, covenants or
conditions.

          (e)  No surrender to the Lessor of this Lease or of the Leased
Premises or any part thereof or of any interest therein shall be valid or
effective unless agreed to and accepted in writing by the Lessor and any
assignee of the Lessor's interests hereunder.

     If any term of this Lease or any application thereof shall be invalid or
unenforceable, the remainder of this Lease and any other application of such
term shall not be affected thereby.

     This Lease may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought. The headings in this Lease
are for purposes of reference only and shall not limit or define the meaning
hereof. This Lease may be executed in several counterparts, each of which is an
original, but all of which shall constitute one instrument.

     The terms Lessor and Lessee when used herein shall be taken to mean either
the singular or the plural, as the case may be, and the provisions of this
instrument shall bind and inure to the benefit of the parties mutually and their
respective heirs, executors, administrators, legal representatives, successors
and assigns.


                                      -39-
<PAGE>   105

     IN WITNESS WHEREOF, the parties have caused this Lease to be executed and
their respective corporate seals to be hereunder affixed and attested by their
respective officers thereunto duly authorized.

                                   SECOND BROMFIELD PROPERTIES, INC.
                                                    Lessor


                                   By       /s/ ILLEGIBLE
                                     -------------------------------------------
                                                    PRESIDENT


[Corporate Seal]

Attest:


/s/ ILLEGIBLE
--------------------------------
               Secretary


                                   HONEYWELL INC.
                                                    Lessee


                                   By       /s/ R.W. Laxson
                                     -------------------------------------------
                                            R.W. Laxson, Treasurer


[Corporate Seal]

Attest:



    /s/ ILLEGIBLE
--------------------------------
    Asst. Secretary


                                      -40-
<PAGE>   106

                                   SCHEDULE A

                              PROPERTY DESCRIPTION

     A certain parcel of land with the buildings thereon situated in Newton,
Middlesex County, Commonwealth of Massachusetts, being shown as lot containing
486,128 square feet more or less on a plan entitled "Plan of Land in Newton
Mass.", dated August 4, 1967, by Edward F. Carney, Registered Surveyor, bounded
and described, as shown on said plan, as follows:

     SOUTHEASTERLY       by Needham Street, 843.87 feet;

     SOUTHWESTERLY       by land now or formerly of Dearfoot Farms Co., formerly
                         National Dairies Co., 701.55 feet;

     NORTHWESTERLY       by land of N.Y.N.H. & Hartford Railroad, 790.79 feet;

     NORTHERLY           by land now or formerly of New England Concrete Pipe
                         Co., 176.05 feet; and

     NORTHEASTERLY       by land now or formerly of said New England Concrete
                         Pipe Co., 492.74 feet

<PAGE>   107

                                    HONEYWELL

                     NOTICE OF EXERCISE OF OPTION TO EXTEND

CERTIFIED MAIL
RETURN RECEIPT REQUESTED

March 13, 1987

Wellford Associates
c/o Shawnee Equities, Inc.
110 E. 59th Street
83rd Floor
New York, NY  10022

Re:  141-165 Needham Street
     Newton Highlands, MA

Gentlemen:

Reference is made to a certain Lessee dated as of June 25, 1967 between Wellford
Associates, c/o Shawnee Equities, Inc., successor to Second Bromfield
Properties, Inc. and Honeywell Information Systems Inc., (Honeywell) successor
to Honeywell, Inc. for the office buildings and engineering facility located at
141-165 Needham Street, Newton, Massachusetts.

In accordance with the terms of the Lease on pages 1 and 2 thereof and the Basic
Rent as defined in Schedule B of the Lease, this is written notice that
Honeywell as Lessee hereby exercises its right to extend this Lease for the
first of eight consecutive extended terms for a period of five years, commencing
on October 1, 1987 through September 30, 1992.

Please confirm your receipt of this letter by signing the copy of same and
returning it to the undersigned in the envelope provided.

Sincerely,

Honeywell Information Systems, Inc.

By:       /s/ Philip A. Perry                Acknowledge Receipt
         --------------------------          Wellford Associates
         Its Manager of Real Estate          c/o Shawnee Equities, Inc.

cc:      Mr. James R. McMahon, Officer
         Corporate Trust Division            By: /s/ ILLEGIBLE
         Mellon Bank N.A.                        -------------------------------
         One Mellon Bank Center
         Pittsburgh, PA  15258-0001          Title: Agent
                                                   -----------------------------

<PAGE>   108

                                   EXHIBIT I.

                                   Arbitration

     The party demanding arbitration of the Fair Rental Value (the "Disputed
Issue") shall give notice thereof to the other party and shall in such notice
appoint an arbitrator ("Notice of Arbitration"). Such Notice of Arbitration
shall be given not less than nine (9) months prior to the date on which the
Extension Term is to commence. Within fifteen (15) days after the notice of
Arbitration is received, the other party shall by notice to the original party
appoint an arbitrator. If the second arbitrator shall not have been appointed as
aforesaid, the single arbitrator shall resolve the Disputed Issue.

     Within fifteen (15) days after the designation of the second arbitrator,
the two parties shall submit their respective positions with respect to the
Disputed Issue to the two arbitrators; thereafter, the two arbitrators shall
conduct such hearings and investigations as they may deem appropriate and shall,
within thirty (30) days after the designation of the second arbitrator,
determine the correct resolution of the Disputed Issue. The arbitrators or
either of them shall give notice thereof (or notice of their inability to reach
agreement, as the case may be) to the parties hereto within said thirty (30) day
period and the agreement, if any, of the two arbitrators shall be binding upon
the parties hereto.

     In the event the two arbitrators are unable to reach agreement within said
thirty (30) day period as aforesaid, the two arbitrators shall, within forty
five (45) days after the designation of the second arbitrator, designate a third
arbitrator. If the two arbitrators shall fail to agree upon the designation of
such a third arbitrator within the thirty day period, then they or either or
them shall apply to JAMS/ENDISPUTE or its successor, or on its failure, refusal
or inability to act, to a court of competent jurisdiction, for the designation
of such third arbitrator.

     Within three (3) business days after the designation of the third
arbitrator, the two parties shall submit their respective positions with respect
to the Disputed Issue to the third arbitrator; thereafter the third arbitrator
shall conduct such hearings and investigations as he or she may deem appropriate
and shall, within fifteen (15) days after the date of designation of the third
arbitrator, determine the correct resolution of the Disputed Issue. Within such
fifteen (15) day period, the third arbitrator shall give notice thereof to the
parties hereto and the third arbitrator's determination shall be binding upon
the parties hereto.

     All arbitrators with respect to the Fair Rental Value shall be appraisers
or other qualified real estate professionals who shall have had at least ten
(10) years continuous commercial real estate experience in the Greater Boston
area. No arbitrator shall have been an employee of the appointing party, or an
agent or contractor of the appointing party.

     The parties shall be entitled to present evidence to the arbitrators in
support of their respective positions. The arbitrators may not make any
determination inconsistent with any of the terms of this Lease. The arbitrators
shall not have the power to add to, modify or change any of the provisions of
the Lease. The determination of the arbitrator(s), as provided above, shall be
conclusive upon the parties and shall have the same force and effect as a
judgement made in a court of competent jurisdiction. Judgement on the
determination made by the arbitrators under

                                       63
<PAGE>   109

the foregoing provisions may be entered in any court of competent jurisdiction
pursuant to the provisions of Section 14 of chapter 251 of the General Laws of
Massachusetts. Each party shall pay the fees, costs and expenses of the
arbitrator appointed by such party and of the attorneys and expert witnesses of
such party, and one-half of the other fees, costs and expenses of the
arbitration properly incurred hereunder.



                                       64
<PAGE>   110

                                    EXHIBIT J

                    List of Chemicals and Related Memorandum





                                       65
<PAGE>   111

Aspect Medical Chemical List

Acetone
BIOACT EC-7
Propanol
Toluene
Isopropyl Alcohol
Loktite #380
Loktite #401
Loktite #425
Loktite #444
Bleach
Hydrosonic Cleaning Solution
Instant Adhesive (CA61)
Cyanoacrylate
Dri-Strip Floor Cleaner (3M)
Simple Green Cleaner
Silicon Spray Lubricant
RTV 6700 Series Epoxy
Spray Flux Remover
Machine Shop Cutting Oil        Currently not used but expect to use over next
                                18 month
Machine Shop Cooling Oil        Currently not used but expect to use over next
                                18 month



                                       66
<PAGE>   112

ROBERT BIRD
--------------------------------------------------------------------------------

From:          Robert Bird
Sent:          Thursday, October 07, 1999 5:05 PM
To:            'jhueber@crosspointassociates.com'
Subject:       FW:  Aspect Medical

Importance:    High



John:

Based on our discussion and my review of the Aspect Medical Chemical List, I
recommend that you require your tenant to Prepare a written Chemical Management
Plan, to be updated annually, with a copy provided to landlord. Such plan shall
include, at a minimum, procedures for:

-    Chemical and flammable storage;
-    inventory maintenance and reconciliation;
-    Spill response;
-    Record keeping, and;
-    Regulatory compliance.



                                       67
</TEXT>
</DOCUMENT>
