CAMDEN NATIONAL CORP
LEASE AGREEMENT FOR CNB BRANCH IN KENNEBUNK, MAINE
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>4
<FILENAME>dex1012.txt
<DESCRIPTION>LEASE AGREEMENT FOR CNB BRANCH IN KENNEBUNK, MAINE
<TEXT>
<PAGE>

Exhibit  10.12  Lease agreement for CNB branch in Kennebunk, Maine

                               ASSIGNMENT OF LEASE

        This agreement is entered into by HCI Systems, Inc., a Delaware
Corporation with an address at P.O. Box 1459, Kennebunk, Maine 04043 (sometimes
referred to herein as "HCI" and "Tenant"), Camden National Bank a national
banking organization organized under the laws of the United States having a
principal place of business at 2 Elm Street, Camden, Maine 04843 and having an
address of P.O. Box 310, Camden, Maine 04843 (sometimes referred to herein as
"Camden"), James T. Kavanagh, P.O. Box 1459, Kennebunk, Maine 04043 (sometimes
referred to herein as "Guarantor") and Lafayette Realty Limited Partnership, a
Maine limited partnership having it's principal place of business at 12 Brook
Street, Wellesley, MA 02482 (sometimes referred to herein as "Lafayette" and
sometimes as "Landlord").

1.      Recitals. Landlord and Tenant entered into a lease ("Lease") agreement
dated November 30, 2001 for the premises denominated as Unit #108 in the
Lafayette Center on Main Street in Kennebunk, Maine. Tenant wishes to assign all
of its rights under the terms of the Lease and Camden wishes to accept such
assignment and assume the obligations of the Lease in accordance with the terms
set forth in this assignment of lease. The Lease permits an assignment of the
Lease in accordance with the terms of paragraph 12.1 thereof.

2.      Consideration. The consideration for this agreement is the mutual
promises of each of the parties to the other as set forth in this agreement.

3.      Assignment. Tenant hereby assigns and Camden herby accepts all of the
rights, duties and liabilities of Tenant under the terms of the Lease. This
assignment is subject only to Camden obtaining all necessary regulatory
approvals for the operation of a bank by November 15, 2002 and the consent of
Landlord in accordance with the terms set forth in this assignment of lease. In
the unlikely event of denial of regulatory approval, this Assignment shall
become null and void.

4.      Consent. Landlord hereby consents to the assignment of the lease
pursuant to the terms of paragraph 12.1 thereof and agrees as follows:

        a) Tenant is currently in default of the Lease due to non-payment of
lease payments for the months of August and September 2002 in the amount of
$4,665.86. Landlord agrees to waive such default provided that it receives such
payment with the execution of this Assignment.

        b) Camden may use the premises as a bank and that such use will be
deemed to be an office use in accordance with the terms of the Lease;

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        c) Camden may, at its own expense, modify the existing entrance canopy
to change its color and to modify the signage, in a manner and fashion
consistent with building's architecture and style and in compliance with all
appropriate building codes, provided that the color and new signage are approved
by Landlord, which approval shall not be unreasonably withheld;

        d) Landlord will agree to the recording of an abstract of lease; and
Landlord will approve the installation of a safe which property shall remain the
property of Camden and shall be removed by Camden at such time as it vacates the
Demised Premises at the expiration of the term of the lease or any extension
thereof.

5.      Covenants of Camden. Camden covenants as follows:

        a) It will comply with the terms of the Lease;

        b) It will pay to Tenant a sum equal to one months basic rent
           ($2,332.93) and reimburse Tenant for the deposit ($3,686.00) which it
           has paid to Landlord which deposit shall become the property of
           Camden, except in the event of regulatory denial whereby the deposit
           shall return to the property of HCI.

        c) It will allow HCI to occupy the demised premises (Unit 108) until
           October 20, 2002 at no charge to allow adequate time for HCI to
           vacate the premises and relocate its business operations and
           infrastructure; and

        c) To hold harmless and indemnify HCI and Guarantor from any loss or
           damage by reason of Camden's failure to comply with the terms of the
           Lease.

6.      Effective Date. The effective date of this assignment shall be October
1, 2002.

__________________, 2002

Kennebunk, Maine                            HCI Systems, Inc.

                                            By:
                                                --------------------------------
                                            Its:
                                                 -------------------------------

                                            Camden National Bank

                                            By:
                                                --------------------------------
                                            Its:
                                                 -------------------------------

                                            -----------------------------
                                            James T. Kavanagh

                                            Lafayette Realty Limited Partnership

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                                            By:
                                                --------------------------------
                                            Its:
                                                 -------------------------------

                           LAFAYETTE CENTER, KENNEBUNK

                      LEASE AGREEMENT FOR HCI SYSTEMS, INC.

        THIS LEASE AGREEMENT is made this 30th day of November 2001, by and
between Lafayette Realty Limited Partnership, a Maine limited partnership,
having its principal place of business at 12 Brook Street, Wellesley,
Massachusetts 02482 ("Landlord") and HCI Systems, Inc., a Delaware corporation
with an address of 36 Portland Road, P.O. Box 1459, Kennebunk, Maine 04043
("Tenant").

                                    ARTICLE I

                            CERTAIN LEASE PROVISIONS

        1.1     Certain Definitions. As used herein, the following terms shall
have the meaning herein specified.

        (a)     Demised Premises, as more fully set forth in Article II hereof,
        shall mean Unit 108, as shown on Exhibit A attached hereto, in the
        Lafayette Center on Main Street in Kennebunk, Maine and shall be deemed
        to contain 1,843 square feet of Gross Leasable Area.

        (b)     (i)   Term, as more fully set forth in Article III hereof: a
                period  of five (5) years.

                (ii)  Commencement Date, as more set forth in Article III,
                hereof: December 15, 2001

                (iii) Termination Date, as more fully set forth in Article III,
                hereof: December 31, 2006. Commencing as of December 31, 2002,
                Tenant may terminate this lease as of December 31 of each year
                thereafter upon providing Landlord with 120 days prior written
                notice.

                (iv)  Extended Term, as more fully set forth in Article III
                hereof: One (1) five year extended term at Fair Market Rent in
                accordance with the provisions of Article IV hereof.

        (c)     (i) Fixed Minimum Rent, as more fully set forth in Article IV
                hereof:

               Lease Year                Annual Rate               Monthly  Rent
               -------------------       -----------               -------------

               12/15/01 - 12/31/02       $ 22,116.00                 $ 1,843.00
               1/1/02 - 12/31/03         $ 22,668.90                 $ 1,889.07
               1/1/03 - 12/31/04         $ 23,240.23                 $ 1,936.68
               1/1/04 - 12/31/05         $ 23,811.56                 $ 1,984.29
               1/1/05 - 12/31/06         $ 24,401.32                 $ 2.033.44

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        (d)     (i) Permitted Use, as more fully set forth in Article VI hereof:
                Office and any use which is incidental thereto. Tenant shall not
                use the Demised Premises for any other use without the consent
                of Landlord, which approval shall not be unreasonably withheld.

                (ii) Tenant's Name: HCI Systems, Inc.

        (e)     (i) Estimate of Tenant's Pro Rata Share of Common Costs and Real
                Estate Taxes, as more fully set forth in Article XVI: $489.93
                per month ($3.19 per square foot).

        (f)     Security Deposit,: $1,843.00 (Paid). In addition, Tenant shall
                pay the prorated first month's ($921.50) and full last month's
                ($1,843.00) Fixed Minimum Rent in the total amount of $2,764.50
                upon execution of this Lease.

        (g)     Address of Landlord for the payment of rent: Lafayette Realty
                LP, 12 Brook Street, Wellesley, Massachusetts 02482-6601.

        (h)     Guarantor: James T. Kavanagh

        (i)     Broker: Gendron Commercial Brokers, Inc. Landlord agrees to be
                responsible for any fees payable to said broker.

        (j)     Landlord's Work, as more fully set forth in Article V: Remove
                wallpaper border, paint all walls, clean carpet and linoleum
                flooring, and remove all signage of prior tenant.

                Tenant's Work, as more fully set forth in Article V: None


        (k)     Parking. Tenant agrees to make its best efforts to require one
                third   of all employees to park in off-site lots.

                                   ARTICLE II

                                DEMISED PREMISES

        2.1     Premises. The Demised Premises, having a total approximate area
as set forth in subparagraph (a) of Section 1.1, consist Unit 108 on the first
floor of the building at the Lafayette Center on Main And Storer Streets in
Kennebunk, Maine (the "Building") (the Building and the Common Area being
hereinafter collectively referred to as the "Property").

        2.2     Reserved Rights. Landlord reserves to itself the use of the
exterior walls, the roof, and the right to install, maintain, use repair and
replace pipes, ducts, conduits, vents and wires leading, in, through, over, or
under the Demised Premises, it being understood that Landlord will use its best
efforts to avoid unreasonable interference or disturbance of Tenant's decoration
or operation within the Demised Premises in connection with any repairs and/or
installations made by Landlord. Landlord agrees to provide Tenant with
reasonable notice prior to commencing such maintenance or repair work, not to
store materials in the Demised Premises, and to restore or repair the Demised
Premises to the same condition as existed prior to the commencement of such
work.

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                                   ARTICLE III

                                  TERM OF LEASE

        3.1     Term. The Term of this lease shall be the number of years set
forth in Section 1.1 (b) plus that fraction of a month remaining after the
Commencement Date during the month in which the Commencement Date shall occur;
provided, however, that if the Commencement Date shall occur on the fifteenth
day of the month, then the Term shall be only the number of years set forth in
Section 1.1. The last day of the Term shall be known as the "Termination Date".
After such Commencement Date and Termination Date have been determined, Tenant
agrees, upon demand of the Landlord, to execute a supplemental instrument
setting forth the Commencement Date and Termination Date of the Term.

        3.2     Extended Term. So long as the Tenant shall have duly performed
all of its agreements hereunder, including the timely payment of Rent and other
charges, and shall not then be in default of its obligations hereunder, Tenant
shall have the right, at its election, to extend the Term for an additional
number of years, if any, shown as "Extended Term" in Section 1.1, commencing
upon the day after the Termination Date; provided that Tenant shall give
Landlord written notice of the exercise of this election at least one hundred
and twenty (120) days prior to the expiration of the original Term, or any
extension as the case may be..

        After the exercise by Tenant of such election, the expression "Term"
shall mean the original Term as it may have been extended. Except as expressly
otherwise provided in this lease, all agreements and conditions of this lease
shall apply to the additional period to which the original Term may be extended.
If no number of months is shown as "Extended Term" in Section 1.1, Tenant shall
have no right to extend the Term of this lease.

                                   ARTICLE IV

                                      RENT

        4.1     General. The rental reserved to Landlord during the Term, which
Tenant covenants and agrees to pay to Landlord as herein provided, without prior
demand and without any deduction or setoff whatsoever, shall consist of a fixed
minimum rent and additional rent (herein referred to as the "Fixed Minimum
Rent", and the "Additional Rent":, and collectively the "Rent"). All Rent and
other payments required to be made by Tenant to Landlord under this lease shall
be paid to Landlord at Landlord's address set forth in paragraph (g) of Article
I, or at such other place as Landlord may from time to time direct by written
notice to Tenant, subject to the notice period.

        4.2     Fixed Minimum Rent. The Fixed Minimum Rent shall be payable by
Tenant to Landlord annually in twelve (12) equal monthly installments in advance
on the first day of each month during each Lease Fiscal Year (as defined in
Article XVII). If the Commencement Date is other than the first day of a
calendar month, then the Fixed Minimum Rent for such fractional month shall be
calculated proportionately on the basis of a thirty (30) day month.

        4.3     Additional Rent. All sums required to be paid by Tenant pursuant
to the provisions of this lease, other than the Fixed Minimum Rent, shall be as
Additional Rent.

        4.4     Fair Market Rent. Fair market rent shall be based upon and
consistent with the fair rental value of the Premises and shall be determined by
mutual agreement between Landlord

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and Tenant within thirty (30) days after Tenant's exercise of said extension
option. Failing such mutual agreement within said time period, the fair rental
value shall be determined by real estate professionals familiar with the then
current retail space market in the Greater Portland area (hereinafter
"appraisers"), one to be chosen by Landlord, one to be chosen by Tenant, and a
third to be selected by the two first chosen. The unanimous written decision of
the two first chosen, without selection and participation of a third appraiser,
shall be conclusive and binding upon Landlord and Tenant.

        Landlord and Tenant shall each notify the other of its chosen appraiser
within ten (10) days following the expiration of the aforesaid thirty (30)
day-period for their mutual agreement upon fair rental value. Unless such two
appraisers shall have reached a unanimous decision within forty-five (45) days
from said expiration they shall, within the next ten (10) days thereafter,
select a third appraiser and notify Landlord and Tenant thereof. If the first
two appraisers have not reached a unanimous decision and have chosen a third
appraiser, the decision of the third appraiser shall be the final determination
of market rent, provided that the third appraiser must choose a rent that lies
between the rent chosen by the first two appraisers. Landlord and Tenant shall
each bear the expense of the appraiser chosen by it and shall equally bear the
expense of the third appraiser (if any).

                                    ARTICLE V

                                  CONSTRUCTION

        5.1     Landlord's Work; Tenant's Work. Promptly upon the Demised
Premises becoming available to Landlord, Landlord shall, at its sole cost and
expense, perform the construction work with respect to the Demised Premises
described above, (herein "Landlord's Work").

        All other construction and/or installation of personal property, trade
fixtures, and other leasehold improvements desired by Tenant to make the Demised
Premises ready for the operation of Tenant's business (collectively the
"Tenant's Work") shall be done in a good and workmanlike manner, at Tenant's
sole cost and expense in accordance with plans previously approved by Landlord
and in general conformance with the layout to be provided by Tenant to Landlord.
Upon receipt of Landlord's written approval of such plans, Tenants shall
commence construction of Tenant's Work promptly upon Landlord making the Demised
Premises available to Tenant and shall diligently pursue such construction to
completion. Tenant agrees to apply for and obtain all local and state permits
required in connection with such work. All such work shall be completed in
compliance with applicable laws, Property codes, ordinances and regulation of
the governmental authorities having jurisdiction thereof.

        5.2     Mechanic's Liens. Tenant shall do all things reasonably
necessary to prevent the filing of mechanics' or other liens or encumbrances
against the Property by reason of work, labor, services or materials supplied or
claimed to have been supplied to Tenant by any entity other than Landlord. If
any such lien or encumbrance shall be filed against the Property, or any portion
thereof, Tenant shall cause same to be discharged of record, or bonded to the
satisfaction of Landlord, within ten (10) days after the date of filing same. In
connection with the foregoing Tenant shall indemnify and save harmless Landlord
and all mortgagees from all costs, liabilities, claims and demands, including
reasonable attorney's fees resulting therefrom. If Tenant shall fail to
discharge or bond any such lien or encumbrance within such period then, in
addition to any other right or remedy, Landlord may discharge the same and
Tenant agrees to reimburse Landlord promptly upon demand for all costs and
expenses in connection

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therewith, including attorney's fees, (as Additional Rent) with interest at
twelve percent (12%) per annum.

        5.3     Access to Demised Premises. Any access or possession by Tenant
prior to the Commencement Date shall be on and subject to all the other terms,
provisions, covenants, and conditions of this lease, except for the payment of
Rent.

                                   ARTICLE VI

                     USE AND OPERATION; LANDLORD'S SERVICES

        6.1     Use. Tenant shall use the Demised Premises solely for the
Permitted Use set forth in Section I (d) and for no other purpose.

        6.2.    Landlord's Services. (a) Throughout the Term (including, without
limitation, any Extended Term), Landlord shall supply, or shall cause to be
supplied, (i) cold water for drinking purposes, and hot and cold water to the
lavatories (including, without limitation, those within or serving the Demised
Premises); (ii) heat, ventilation and air conditioning during normal business
hours (from 8:00 a.m. to 6:00 p.m., Monday through Friday, and 9:00 a.m. to 1:00
p.m. on Saturday) as and when reasonably required to maintain reasonably
comfortable temperatures within the Demised Premises and the Common Area within
the Building; (iii) passenger elevator service to each floor of the Building;
(iv) janitorial services for the Common Area within the Building (including,
without limitation, any lavatories within or serving the Demised Premises); (v)
a dumpster for use by the tenants of the Building; (vi) cleaning services for
the exterior Common Area; (vii) lighting for the interior and exterior Common
Area; and (viii) exterior window cleaning at least One (1) time each calendar
year. The level and quality of the services and maintenance to be provided by
Landlord shall be consistent with the level and quality of the services and
maintenance provided from time to time by other landlords of office buildings
comparable to the Building located in the York County, Maine area.

                                   ARTICLE VII

                             INDEMNITY AND INSURANCE

        7.1     Indemnity. Tenant agrees to indemnify, defend and save harmless
Landlord, and any person or person in privity of estate or contract with
Landlord with respect to the Property, from and against any and all claims and
demands of third persons (including, but not limited to those for death,
personal injuries, or for loss or damage to property) occurring in or arising
directly or indirectly out of, or in connection with the use and occupancy of
the Demised Premises, the business conducted in the Demised Premises, or
(without limiting the foregoing) as a result of any acts, omissions, or
negligence of Tenant or any contractor, licensee, invitee, agent, employee, or
other person under the control of Tenant in or about the Demised Premises or the
Property, from and against all costs, expenses and liability occurring in or in
connection with any such claim or proceeding brought thereon.

        7.2     Insurance. (a) From and after the date the Demised Premises are
made available to Tenant for commencement of Tenant's Work until the end of the
Term, Tenant agrees to maintain in full force, at its own expense, one or more
policies of comprehensive general liability and property damage insurance
insuring against liability for injury to persons and/or property (and death) of
any person or persons in or about the Demised Premises. The limits of liability
of such insurance shall be not less than a combined single limit of One Million
Dollars

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($1,000,000) for injury or death to one or more persons arising from any
one occurrence and not less than One Hundred Thousand Dollars ($100,000) with
respect to damage to property. In no event shall the limits of said policies be
considered as limiting the liability of Tenant under this lease.

        (b)     Tenant agrees to maintain in full force, during the Term, at its
own expense one or more policies of fire and extended coverage, vandalism,
malicious mischief and sprinkler leakage insurance with "All Risks" endorsement,
covering its fixtures and equipment located on the Demised Premises,. The
proceeds of such insurance, so long as this lease remains in effect, shall be
used to repair and/or replace the fixtures and other equipment so insured.

        (c)     Tenant agrees to maintain in full force, during the Term, at its
own expense one or more policies of workmen's compensation insurance providing
statutory coverage and containing statutory limits. Tenant shall obtain
certificates of such insurance from all contractors performing any of Tenant's
Work under Section 5.1.

        (d)     All liability insurance required to be carried by Tenant
hereunder shall insure Tenant and Landlord, and such other person or persons
designated by Landlord that have an insurable interest in the Demised Premises,
including the holder of any mortgage affecting the Demised Premises, shall be
subject to the approval of Landlord as to form, substance and insurer, and shall
contain a provision that it cannot be canceled or amended, insofar as it relates
to the Demised Premises, without at least thirty (30) days prior written notice
to Landlord and any mortgagee. Landlord's approval of the form of such insurance
shall not be unreasonably withheld or delayed.

        7.3     Failure to Maintain Insurance; Blanket Insurance. A duplicate
original or certificate of all policies procured by Tenant in compliance with
its obligations under this lease shall be delivered to Landlord within thirty
(30) days after the Commencement Date and thereafter at least thirty (30) days
prior to the expiration of any such policy. In the event of Tenant's failure, in
whole or in part, to obtain insurance required under this lease, or to provide
evidence thereof in a timely fashion, Landlord shall have the right (but not the
obligation) to procure such insurance and Tenant shall pay to Landlord the costs
and expenses thereof as Additional Rent. Any insurance required to be provided
by Tenant under Section 7.2 may be provided by blanket insurance covering both
the Demised Premises and other locations of the Tenant if such blanket insurance
complies with all of the other requirements of this lease.

        7.4     Release of Liability. Tenant agrees to use and occupy the
Demised Premises and to use all other portions of the Property which it is
permitted to use by the terms of this lease, at its own risk and hereby (for
itself and all persons claiming under, by or through Tenant) releases Landlord,
its agents, servants, contractors and employees from all claims and demands of
every kind resulting from any accident, damage or injury occurring therein,
except those claims arising from the wrongful acts of Landlord, its servants,
agents, contractors, or employees, except to the extent covered by insurance
that Tenant is required to maintain pursuant to the provisions of this lease.
Landlord shall have no responsibility or liability for any loss, damage or
injury to fixtures, improvements or other personal property of Tenant, except
those claims arising from the wrongful acts of Landlord, its servants, agents,
contractors, or employees.

        Notwithstanding anything to the contrary provided in this lease, it is
specifically understood and agreed that there shall be absolutely no personal
liability on the part of any mortgagee or landlord, nor any officer, director,
stockholder, trustee, beneficiary or partner of

                                                                               8

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such mortgagee or landlord, with respect to any of the terms covenants and
conditions of this lease, and that Tenant shall look solely to the equity of the
Landlord, or any successor in interest in the Demised Premises, for the
satisfaction of each and every remedy of Tenant in the event of any breach by
Landlord, or by any successor in interest, of any of the terms, covenants and
conditions of this lease to be performed by Landlord.

        Landlord shall not be responsible or liable to Tenant for any loss or
damage that may be occasioned by the acts or omissions of persons occupying any
space adjacent to or adjoining the Demised Premises or any part thereof, or for
any loss or damage resulting to Tenant or its property from water, gas, steam,
fire, or the bursting, stoppage or leaking of sewer or water pipes.

        7.5     Fire Regulations, etc. If Tenant installs any electrical
equipment that overloads the lines in the Demised Premises, or the Property in
which the Demised Premises are located, Tenant shall, at its own cost and
expense, promptly make whatever changes are necessary to remedy such condition
and comply with all requirements of the Landlord and the Board of Fire Insurance
Underwriters and any similar body and any governmental authority having
jurisdiction thereof.

        7.6     Fire Insurance. Landlord covenants and agrees to maintain
throughout the Term fire and standard extended coverage insurance, which shall
include the Demised Premises, in an amount not less than that required for full
replacement of the Property, except for a deductible of up to $5,000. The
premiums for such insurance, plus any deductible costs not reimbursed under a
claim, shall be part of the Common Costs shared by Tenant in accordance with the
provisions of Section 16.1 thereof.

                                  ARTICLE VIII

                            FIRE AND OTHER CASUALTIES

        8.1     Repairs. If the Demised Premises should be damaged during the
Term by fire or any other casualty, Landlord shall (except as hereinafter
provided) make every good faith effort to repair the same as quickly as
possible, provided that Tenant is not then in Default of this lease, as defined
in Article 18.1.

        8.2     Option to Cancel. If (a) the Demised Premises, or the building
comprising the Property, should be damaged or destroyed (1) by fire or other
casualty (i) to the extent of 25% or more of the cost of replacement of either
thereof, or (ii) so that 25% or more of the Gross Leasable Area contained in
either shall be rendered untenantable, or (2) by any casualty other than those
covered by standard fire and extended coverage insurance policies; or (b) if
Landlord's mortgagee shall require that any portion of the insurance proceeds
resulting from such damage or destruction be applied against any obligation due
to such mortgagee, then Landlord may, at its option, either terminate this lease
or elect to repair the Demised Premises. Landlord shall notify Tenant as to its
election within 60 days after such fire or other casualty. If Landlord elects to
terminate this lease, then the Term hereof shall end at the end of the calendar
month in which such election is made. If Landlord does not elect to terminate
this lease, then Landlord shall perform such repairs and rebuilding as set forth
in Section 8. hereof, Tenant shall perform such repairs and rebuilding as are
set forth in Section 8.4 hereof, the Term shall continue without interruption,
and this lease shall remain in full force and effect.

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        8.3     Reconstruction by Landlord. If Landlord does not elect to
terminate this lease as provided in Section 8.2, Landlord shall reconstruct the
building of which the Demised Premises forms a part, and so much of the Demised
Premises as existed at the time of execution of this Lease, after completion of
Landlord's Work, if any. All work to be performed by Landlord shall be done in
such manner that, upon completion, that portion of the Demised Premises repaired
or rebuilt shall contain substantially the same amount of Gross Leasable Area as
immediately prior to the damage or destruction.

        8.4     Repairs by Tenant. If Landlord does not elect to terminate this
lease as provided in Section 8.2, Tenant shall, at its own cost and expense,
repair and restore the Demised Premises in accordance with the provisions of
Article V to the extent not required to be repaired by Landlord pursuant to the
provisions of this Article VIII, including, but not limited to, the repairing
and/or replacement of fixtures and equipment.

        8.5     Insurance Proceeds. All proceeds payable from Landlord's
insurance policies with respect to the Demised Premises shall belong to and
shall be payable to Landlord. If Landlord does not elect to terminate this lease
as provided in Section 8.2, Landlord shall disburse and apply so much of any
insurance recovery as shall be necessary against the cost to Landlord of
restoration and rebuilding of Landlord's Work, subject to the prior rights of
any holder of any mortgage liens against the Demised Premises.

        8.6     Rent Abatement. During any periods in which the Demised Premises
are damaged by fire or other casualty, and there is substantial interference
with the operation of Tenant's business in the Demised Premises as a result of
such damage or casualty, the Fixed Minimum Rent and Additional Rent shall abate.
Such abatement shall continue for the period commencing with the date of such
fire or other casualty and ending thirty (30) days after completion by Landlord
of any repair work which Landlord is required to perform under the provisions of
this Article VIII or, in the event that landlord elects to terminate this lease,
until the date of termination. In the event of a destruction of only part of the
Demised Premises, rent shall be abated equitably.

        8.7     Waiver of Liability. Each party hereto does release and
discharge the other party hereto and any partner, officer, director,
stockholder, agent or employee of such party of and from any liability
whatsoever hereafter arising from loss, damage, or injury caused by fire or
other casualty for which insurance (permitting waiver of liability and
containing a waiver of subrogation) is carried by the injured party at the time
of such loss, damage or injury to the extent of any recovery by the injured
party under such insurance.

                                   ARTICLE IX

                      REPAIRS, MAINTENANCE AND ALTERATIONS

        9.1     Repairs. Landlord shall, at its sole cost and expense, within a
reasonable period after receipt of notice from Tenant, make or cause to be made
necessary structural repairs to the exterior walls, the roof, and the roof
structure and shall keep in good order, condition and repair the exterior
foundations of the Building. Such costs shall not be included within the Common
Costs shared by Tenant. If the need for any such repairs or installations are
necessitated or caused by any act or negligence by Tenant or its employees,
agents, invitees, or contractors, and not by any fire or other casualty or
condemnation regardless of the cause thereof, then Tenant shall reimburse
Landlord for the reasonable cost of such repairs or installations to the extent
Landlord is not reimbursed by insurance. Landlord shall also make

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such other repairs or replacements, and shall perform such other maintenance, to
the Property (including, without limitation, all mechanical, electrical,
plumbing and other systems servicing the Property) as shall be reasonably
necessary to keep the Property (including, without limitation, the Common Areas
and the items which are set forth as Common Costs under Article XVII(b)) in good
order, condition and repair during the Term, consistent with the standards of
maintenance and repair of other comparable buildings in York County, Maine, but
excluding those repairs or replacements which are the responsibility of Tenant
under Section 9.2.

        9.2     Maintenance. (a) Tenant, at its own cost and expense, shall
keep, replace and maintain in good order, condition and repair the Demised
Premises, excluding the Landlord's obligations under Section 9.1. The aforesaid
obligation of Tenant shall include, without limitation, all necessary painting
and decorating, and repairs and installations necessitated pursuant to the
provisions of Section 13.1(c) hereof.

        9.3     Alterations. After the Commencement Date, Tenant shall not make
any alterations, replacements, improvements (but excluding painting or
replacement of floor or wall covering) and/or additions to the Demised Premises
or any part thereof without Landlord's prior written consent, which consent
shall not be unreasonably withheld, delayed, or conditioned.

        9.4     Failure to Repair. If Tenant shall fail to make any of the
repairs required of it by the provisions of this lease, or to commence the
performance of any of its obligations hereunder within ten (10) days after
notice by Landlord (or without notice in an emergency), Landlord shall have the
right (but not the obligation) to make such repairs or replacements, or perform
maintenance work or any other work required of Tenant pursuant to this lease and
charge the reasonable cost thereof to Tenant as Additional Rent.

        If Landlord shall fail to make any of the repairs required of it by the
 provisions of this lease, or to commence the performance of any of its
obligations hereunder within ten (10) days after notice by Tenant (or without
notice in an emergency), Tenant shall have the right (but not the obligation) to
make such repairs or replacements, or perform maintenance work or any other work
required of Landlord pursuant to this lease and deduct the reasonable cost
thereof from any rent payable under this lease.

                                    ARTICLE X

                                  CONDEMNATION

        10.1    Eminent Domain. If the fee of the whole of the Demised Premises
shall be taken for any public or quasi-public use under any statute or by right
of eminent domain, or by private purchase in lieu thereof (herein the "Taking"),
then this lease shall terminate as of the date of the Taking. If there is a
Taking of any part of the Demised Premises which renders the remainder thereof
unusable for the purposes for which the Demised Premises were leased, or if
Tenant does not have reasonable access to the Demised Premises or the Property,
then Landlord and Tenant shall each have the right to terminate this lease on
ten (10) days notice to the other. In the event this lease is terminated as
provided in this Section, any prepaid Rent shall be equitably adjusted as of the
date of such termination and Landlord shall reimburse Tenant for the
undepreciated value of any fixtures and improvements made by Tenant in the
Demised Premises.

        10.2    Apportionment of Rent; Repairs. If there is a Taking of any part
of the Demised Premises and this lease shall not terminate pursuant to the
provisions of Section 10.1, then the

                                                                              11

<PAGE>

Fixed Minimum Rent and Additional Rent shall be equitably apportioned according
to the space so taken, and Landlord shall, at its own cost and expense, restore
the remaining portion of the Demised Premises to the extent necessary to render
same reasonably suitable for the purposes for which the Demised Premises were
leased, and shall make all repairs to the Property in which the Demised Premises
are located to the extent necessary to constitute the remaining portion of the
Property a complete architectural unit provided that the cost thereof shall not
exceed the net proceeds of the condemnation award actually received and retained
by Landlord and not required to be paid by Landlord to any other parties
including the holder of any mortgage on the Property.

        10.3    Compensation; Claims. All compensation awarded or paid upon a
total or partial taking of the Demised Premises shall belong to and be the
property of Landlord without any participation by Tenant. Nothing contained
herein shall be construed to preclude Tenant, at its sole cost and expense, from
independently prosecuting any claim directly against the condemning authority
for loss of business and/or depreciation to, damage to, and cost of removal of
stock, trade fixtures, furniture and other personal property belonging to
Tenant; provide, however, that no such claim shall diminish or otherwise
adversely affect Landlord's award or the award to any mortgagee.

                                   ARTICLE XI

                                  COMMON AREAS

        11.1    Non-Exclusive Use; Non-Obstruction. Landlord shall operate the
Common Areas for their intended purposes, and Landlord shall maintain the Common
Areas (including, without limitation, the landscaping, the parking spaces, the
sidewalks and the driveways) in good order, condition and repair, and to the
extent reasonably possible, keep such Common Areas free of snow and ice and in a
clean condition. Tenant shall have the non-exclusive right during the Term to
use (for their intended purposes) the Common Areas for itself, its employees,
agents, customers, invitees and licensees, subject, however, to the provisions
of this Article XI. Landlord shall have the right, at any time, to change the
size, location, elevation or configuration of the Common Areas, or any part
thereof, providing that such changes shall not reduce the number of parking
spaces or reduce access to such spaces.

        11.2    Control of Common Areas; Parking. All Common Areas shall be
subject to the exclusive control and management of Landlord and Landlord shall
have the right to establish, modify, amend and enforce uniform rules and
regulations with respect to the Common Areas and the use thereof, providing that
such rules and regulations do not unreasonably interfere with Tenant's use and
enjoyment of the Demised Premises or with Tenant's access thereto. Tenant agrees
to abide by and conform to such rules and regulation upon notice thereof and to
cause its invitees, licensees, employees, and agents so to abide and conform.

        Landlord shall have the right (a) to close temporarily all or any
portion of the Common Areas to discourage non-customer use, (b) to use portions
of the Common Areas while engaged in making additional improvements, repairs, or
alterations to the Property, (c) to do and perform such other acts with respect
to the Common Areas as, in the use of good business judgment, Landlord shall
determine to be appropriate for the Property.

        Tenant agrees to cause its employees, agents and licensees to park their
respective automobiles, trucks and other vehicles only in such parking places in
the Common Areas designated by Landlord from time to time as the employee
parking area. Tenant shall not at

                                                                              12

<PAGE>

any time interfere with the rights of Landlord and other tenants, their
officers, employees, agents, licensees, customers or invitees to use any part of
the parking areas and other Common Areas.

                                   ARTICLE XII

                            ASSIGNMENT AND SUBLETTING

        12.1    Prohibition. Tenant shall not assign, mortgage, pledge, or
otherwise encumber this Lease or any part thereof, nor sublet any part of the
Demised Premises without first obtaining the prior written consent of Landlord
in each and every case, which consent shall not be unreasonably withheld. In the
event Tenant seeks Landlord's consent pursuant to this Section 12.1, Tenant
shall furnish Landlord with such information regarding the proposed assignee,
sublease, or other entity as Landlord may reasonably require including, without
limitation, information regarding: (i) financial ability, and (ii) business
experience relating to the use permitted hereunder. In the event of the
assignment or subletting by the Tenant for which Landlord's written approval has
been obtained, Tenant shall remain primarily liable, jointly and severally, with
the new Tenant for the payment of all Rent and for the performance of all
agreements on the part of Tenant to be performed hereunder.

        12.2    Termination by Landlord. Notwithstanding anything to the
contrary in this Lease, the Landlord shall have the right to terminate the Lease
in any situation where Landlord's consent to any proposed assignment or
subletting is required and Tenant assigns or sub-lets the premises without
obtaining such consent.

        12.3    Termination by Landlord; Exceptions. The provisions of Section
12.2 with respect to Landlord's right to terminate the Lease shall not be
applicable to an assignment of this Lease by the Tenant (i) to a wholly owned
subsidiary (for such period of time as the stock of such subsidiary continues to
be wholly owned by the Tenant, it being agreed that the subsequent sale or
transfer of 25% or more of the stock of such subsidiary shall be treated as if
such sale or transfer were an assignment of this Lease governed by the
provisions of Section 12.2), or (ii) to a controlling entity, or (iii) to a
purchaser of the business of the Tenant, whether by the sale of stock or assets
or otherwise, and provided in all such events listed in clauses (i), (ii), and
(iii) that such subsidiary, controlling entity, or purchaser has agreed directly
with the Landlord to be bound by all of the obligations of the Tenant hereunder,
including, without limitation, the obligation to pay the Minimum Rent, the
covenant to use the Leased Premises only for the purposes specifically permitted
under this Lease, and the covenant against further assignment. Any such
assignment shall not relieve the Tenant of any of its obligations hereunder.

        12.4    No Waiver. Consent by Landlord, whether express or implied, to
any assignment or sublease, shall not constitute a waiver of Landlord's right to
prohibit any subsequent assignment or sublease, nor shall such consent be deemed
a waiver or Landlord's right to terminate this Lease upon the terms and
conditions set forth herein.

                                                                              13

<PAGE>

                                  ARTICLE XIII

                         TENANT'S ADDITIONAL AGREEMENTS

        13.1    Affirmative Covenants. Tenant agrees at all times during the
Term, at its cost and expense, to:

        (a)     keep the Demised Premises in a neat and clean condition;

        (b)     place Tenant's rubbish in a covered exterior container which is
located at the rear of the Demised Premises in an area to be designated by
Landlord;

        (c)     promptly comply with all laws, ordinances, rules and regulation
of governmental authorities affecting the Demised Premises by reason of Tenant's
business and not by reason of Tenant's use of the Demised Premises for the
Permitted Use;

        (d)     obey and observe (and make reasonable efforts to cause its
employees, contractors, licensees, invitees, subtenants, and all others doing
business with Tenant, to obey and observe) all reasonable rules and regulations
established by Landlord during the Term for the government, conduct, and
operation of Tenant and/or for the promotion of the safety, health, conservation
of energy, and maintenance of good order within the Property, so long as the
same are not discriminatory with respect to Tenant and do not unreasonably
interfere with Tenant's use and enjoyment of the Demised Premises or Tenant's
access thereto.

        13.2    Negative Covenants. Tenant agrees that it will not at any time
during the Term, without first obtaining Landlord's prior written consent:

        (a)     use the Demised Premises for any use or purpose other than
office use and services and operations incidental thereto.

        (b)     operate in any part of the Common Areas any coin operated
vending machine or similar device for the sale of any goods, merchandise, food,
beverages and/or services (including but not limited to, pay telephones
pay-lockers, pay-toilets, scales, amusement devices and machines for the sale of
beverages, foods, candy, cigarettes, or other commodities);

        (c)     use any loudspeakers, phonograph, or other devices of similar
nature in such manner as to be heard outside of the Demised Premises;

        (d)     permit the emission of any noise, fumes, smoke, or objectionable
light from the Demised Premises;

        (e)     permit the creation, discharge, or presence in or about the
Demised Premises of any hazardous materials or wastes; provided, however,
Landlord acknowledges and agrees that Tenant may store and use in or about the
Demised Premises normal and customary office supplies and cleaning supplies even
though such supplies may be hazardous materials so long as Tenant complies will
all applicable laws in connection with the storage, use and disposal of such
supplies. Without limiting the generality of the foregoing, Tenant shall not
discharge into the Property sewage system any organic chemical including paint
thinner, oil, cleaning solvents, paints, pesticides, or similar materials.

                                   ARTICLE XIV

Not Used
                                                                              14

<PAGE>

                                   ARTICLE XV

                                    UTILITIES

        15.1    Payment of Utilities. The electricity for the lights and outlets
within the Demised Premises and for the HVAC equipment located in, and
exclusively servicing, the Demised Premises is separately metered, and Tenant
agrees to pay the cost of such electricity to the utility company providing the
same. The cost of the water, sewer, common area electricity, and other common
area utilities relating to the Property are included in the Common Costs, and
Tenant agrees to pay, as Additional Rent, Tenant's Pro Rata Share (as defined in
Section 16.1) of the Common Costs in accordance with the provisions of Section
16.1. Any such utility service supplied by Landlord to the Demised Premises
shall be deemed to have been supplied by Landlord as an incidence of the tenancy
created by this lease.

        15.2    Electrical Capacity. Tenant covenants and agrees that at all
times its use of electric current shall never exceed the capacity of the feeders
to the Demised Premises or the wiring installations therein.

                                   ARTICLE XVI

                                 ADDITIONAL RENT

        16.1    Common Costs; Right to Examine Books. Tenant covenants and
agrees to pay, as Additional Rent, its share of Common Costs for each Lease
Fiscal Year. Tenant's share of said Common Costs shall be equal to the product
of (a) "Tenant's Pro Rata Share" (herein below defined) and (b) the total of
said Common Costs.

        Tenant's Pro Rata Share shall be a fraction, the numerator of which is
the Gross Leasable Area of the Demised Premises and the denominator of which is
the Gross Leasable Area of all buildings, or portions thereof. Landlord and
Tenant agree that Tenant's pro-rata share shall be as set forth in Article I if
such pro-rata share is set forth therein.

        Landlord shall notify Tenant from time to time of the amount which
Landlord estimates will be the amount of the Common Costs for such Lease Fiscal
Year and Tenant shall pay to Landlord Tenant's Pro Rata Share of such amount in
equal monthly installments in advance on or before the first day of each month.
Landlord shall submit to Tenant annually, within 90 days after the end of each
Lease Fiscal Year a statement showing the Common Costs to be paid by Tenant with
respect to such year, the amount thereof paid by Tenant during such Lease Fiscal
Year, and the amount of the balance due, or overpayment, as the case may be.
Appropriate adjustment shall thereupon be made between the parties, on demand,
on the basis of such statement. Each statement shall be binding upon Tenant, its
successors and assigns as to the matters set forth therein, if no objection is
raised with respect thereto with ninety (90) days after submission of each
statement to Tenant. Tenant shall have the right to examine Landlord's books and
records at the offices of Landlord during ordinary business hours, for the
purposes of verifying the matters set forth in the statement for the immediately
preceding Lease Fiscal Year, which right shall not be unreasonably exercised.
This provision shall survive the termination of this Lease.

        16.2    Real Estate Taxes. (a) Landlord shall pay, or cause to be paid,
before the same become delinquent, all Real

                                                                              15

<PAGE>

Estate Taxes provided, however, that if Landlord deems the Real Estate Taxes to
be excessive, the Landlord may defer payment to the extent permitted by
applicable law so long as the validity or amount of said Real Estate Taxes is
contested by the Landlord in good faith and so long as the Tenant's occupancy of
the Demised Premises is not disturbed or threatened.

        (b)     The Tenant shall pay all taxes which may be lawfully charged,
assessed, or imposed upon all fixtures, equipment and personal property in the
Demised Premises.

        (c)     Tenant shall, during the term of this lease, pay to the Landlord
that portion of the Real Estate Taxes as shall be equal to the product of (a)
Tenant's Pro Rata Share (as defined above) and (b) the total amount of Real
Estate Taxes.

        The Tenant's Pro Rata Share of Real Estate Taxes shall be equitably
adjusted for and with respect to the first and last partial tax years (if any)
beginning or ending during the term of this lease. Where the applicable tax
bills and computations are not available prior to the end of the Term hereof, a
tentative computation shall be made on the basis of the previous year's Real
Estate Taxes payable by Tenant, with a final adjustment to be made between
Landlord and Tenant promptly after all bills and computations are available for
such period.

        Tenant shall make monthly tax deposits with the Landlord (along with
payments of minimum rent) in an amount equal to one-twelfth (1/12th) of the
Tenant's annual Pro Rata Share of Real Estate Taxes, with a final adjustment to
be made between the parties at the end of each Lease Fiscal Year in the same way
as for Common Costs.. The amount of such tax deposits shall be as reasonably
estimated by the Landlord.

        In every case, Real Estate Taxes shall be adjusted to take into account
any abatement or refund thereof paid to the Landlord, less all of the Landlord's
costs of securing such abatement or refund (the Landlord having the sole right
to contest Taxes). If Landlord shall elect to contest such Real Estate Taxes,
landlord shall be entitled to bill Tenant for its Pro Rata Share of the costs
and expenses thus incurred by Landlord by inclusion of such costs with the
Common Costs described above.

        (d)     In the event that any governmental authority having jurisdiction
over the Property imposes a tax or assessment of any kind or nature upon,
against, or measured by the rentals payable by tenants in the Property to the
Landlord, or with respect to the ownership of the land and buildings comprising
the Property, by way of substitution for all or part of the present ad valorem
real estate taxes, or in addition thereto, then such tax and/or assessment shall
be deemed to constitute "Real Estate Taxes" for the purposes of this lease and
the Tenant shall be obligated to pay its proportionate share thereof as set
forth above.

        16.3    Nonpayment of Additional Rent. In the event of nonpayment of any
Additional Rent when due under this lease, Landlord shall have the same remedies
as for the nonpayment of Fixed Minimum Rent. In addition, Landlord, at its
option, shall be entitled to the payment of interest from Tenant at the rate of
twelve percent (12%) per annum on any past due payment which is not made within
10 days of its due date.

                                  ARTICLE XVII

                        CERTAIN ADDITIONAL DEFINED TERMS

        The following terms shall have the meanings set forth herein:
                                                                              16

<PAGE>

        (a)     "Common Area" means all that part of the Property which is not
intended for lease to tenants of the Property, including, without limitation,
the land and facilities utilized as parking lots, access and perimeter roads,
truck passageways and loading platforms, landscaped areas, exterior walks,
interior halls and stairs, underground storm and sanitary sewers and/or septic
system, utility lines, washrooms, toilets and other public facilities, and the
like. Any portion of the Property so included within Common Areas shall be
excluded therefrom when designated by Landlord for a non-common use, and any
portion thereof not previously included within the Common Areas shall be
included when so designated and improved for common use.

        (b)     "Common Costs" shall mean the total costs and expenses incurred
by Landlord, its agents, and/or designees for owning operating, maintaining,
repairing and/or replacing all or any part of the Property, which costs and
expenses shall include, but shall not be limited to the following:

        (i)     maintenance and repair or of air conditioning equipment, heating
        equipment, plumbing systems, sprinkler systems, electrical systems,
        elevators, and the roof;
        (ii)    the total costs and expenses incurred in cleaning, planting,
        replanting, mulching, and maintaining the landscaping of the common
        facilities of the Property;
        (iii)   the cost of all Landlord's insurance including, but not limited
        to, fire and other casualty, bodily injury, public liability, property
        damage liability, flood and earthquake insurance, workmen's compensation
        insurance, rent loss and any other insurance carried by Landlord for the
        Property;
        (iv)    repair, repaving and line repainting of the parking lot;
        (v)     exterior painting;
        (vi)    rental and maintenance of signs and equipment;
        (vii)   repair and replacement of exterior lighting, security systems,
        fire protection systems and sprinkler systems;
        (viii)  exterminating and sanitary control;
        (ix)    plowing and removal of snow, removal of trash, rubbish, garbage
        and other refuse;
        (x)     repair and replacement of on-site water lines, electrical lines,
        gas lines, sanitary sewer lines, and storm drainage systems,;
        (xi)    all electrical, water, sewer, and other utility charges for
        serving the Common Areas, (but excluding water and sewer charges for the
        Demised Premises which are separately assessed);
        (xii)   the cost of all personnel necessary to implement such services
        and maintain the Property, including wages, salaries (including employee
        benefits, unemployment insurance and social security payments) of
        maintenance and security personnel ;
        (xiii)  personal property taxes, sales and use taxes on material,
        equipment, supplies and services; (xiv) fees for required licenses and
        permits, fire, security and police protection, sprinkler systems;
        (xv)    a charge equal to 5% of the Fixed Minimum Rent to cover
        Landlord's administrative overhead.

        (c)     "Gross Leasable Area" means, with regards to the premises
occupied by any tenant of the Property, the total number of square feet of floor
space on all floors of the premises demised, measured to the inside of exterior
walls, and to the center line of interior walls separating the Demised Premises
from any other space, together with a proportional share of the common area
within the Building;

                                                                              17

<PAGE>

        (d)     "Index" means the Consumer Price Index for all Urban Consumers
(CPI-U), Boston, Massachusetts, All Items published by the United States Bureau
of Labor Statistics, or its successor index.

        (e)     "Landlord" means the owner, or the mortgagee in possession, of
the Property in which the Demised Premises are located.

        (f)     "Lease Fiscal Year" means each period of January 1 through
December 31 during the Term, except that the first Lease Fiscal Year shall be
the period from the Commencement Date through December 31 following the
Commencement Date, and the last Lease Fiscal Year shall be the period from
January 1 next preceding the Termination date up to and including the
Termination Date.

        (g)     "Occupant" means any person, corporation or other entity which
occupies any portion of, or conducts any business in, the Property, whether as a
tenant, licensee, concessionaire or fee owner provided, however, that Landlord
shall not be deemed to be an "Occupant" except to the extent, if any, that
Landlord is then conducting a retail business with the general public in the
Property.

        (h)     "Property" means the land and buildings comprising the property
at the Lafayette Center in Kennebunk, plus or minus, as the case may be, any
other parcels of land at any time designated by Landlord to be added thereto or
removed therefrom, as the case may be, which are used for the Property or
related purposes, together with all present or future buildings thereon and all
easements across adjoining parcels of land.

        Landlord hereby reserves the right, at any time, to make alterations or
additions to the Property, to construct additional stories on the Property in
which the Demised Premises are located, to construct adjoining buildings and
separate buildings, to enlarge the Property, and to make any other alterations
therein provided that such alterations or additions do not interfere with
Tenant's use of the Property, Tenant's pro-rata share is adjusted accordingly,
and such alterations or additions do not decrease the ratio of parking spaces to
Gross Leasable Areas for the Property.

        (i)     "Real Estate Taxes" means all taxes and assessments, special or
otherwise, assessed upon or with respect to the ownership and/or all other
taxable interest in the Property imposed by federal, state or local governmental
authority having jurisdiction of the Property. In the event that any
governmental authority having jurisdiction over the Property imposes a tax or
assessment of any kind or nature upon, against, or measured by the rentals
payable by tenants in the Property to the Landlord, or with respect to the
ownership of the land and buildings comprising the Property, by way of
substitution for all or part of the present ad valorem real estate taxes, or in
addition thereto, then such tax and/or assessment shall be included in Real
Estate Taxes.

                                  ARTICLE XVIII

                              DEFAULTS AND REMEDIES

                                                                              18

<PAGE>

        18.1    Defaults; Remedies. The following events shall be considered to
constitute a default under this lease:

        (i)     default in the payment of any Rent, or any other sum or charge
        due to Landlord, or any other party, under this lease within ten (10)
        days of when due, after notice to Tenant;

        (ii)    default in the full, faithful and punctual performance of any
        other covenant, agreement, or provision in excess of thirty (30) days
        after notice, or after such performance is otherwise required under the
        provisions of this lease, provided that Tenant shall have such
        additional time as is reasonably required if such default cannot be
        cured with thirty (30) days;

        (iii)   making an assignment for the benefit of creditors, filing a
        voluntary petition in bankruptcy, being adjudicated a bankrupt by any
        court, taking the benefit or any bankruptcy or insolvency statute, being
        dissolved, or if a receiver or trustee of Tenant and/or its property
        shall be appointed;

        (iv)    causing any interest of Tenant in this lease to pass to any
        other party other than Tenant, except as is otherwise provided for or
        permitted by this Lease, without the written consent of Landlord, or to
        any trustees or receiver or assignee for the benefit of creditors or by
        operation of law or otherwise;

        In the event of any such default enumerated in this Section 18.1, Tenant
shall, upon demand, forthwith pay Landlord all Rent and other sums then due
Landlord under this lease within ten (10) days of receipt of written demand for
cure. In addition, Landlord shall have the right, at its option, without any
further demand or notice, to reenter the Demised Premises, and vacate all
occupants there from, remove the property of Tenant and any other Occupant, and
store all such property in a public warehouse or elsewhere at the cost, and for
the account of Tenant or any other Occupant, and either:

        (a)     declare the Term to be at an end on a day designated by Landlord
(which shall be not less than five (5) days after notice to Tenant of such
declaration) in which event the Term shall expire on the day so designated and
Tenant shall immediately pay Landlord, as liquidated damages, a sum equal to the
amount, if any, by which the then cash value of the total Rent and other charges
that Tenant would have been required to pay under the provisions of this lease
for the period which otherwise would have been the balance of the Term, exceeds
the then cash value of the fair and reasonable rental value of the Demised
Premises for the same period; or

        (b)     without declaring the Term to be at an end, relet the Demised
Premises, or any part thereof, as the agent and for the account of Tenant, upon
such terms and conditions as landlord may deem advisable. In such event the
rents (and other money) received from such re-letting, less all costs including
the cost of necessary renovations of the Demised Premises, reasonable attorney's
fees and disbursements, and any real estate commissions actually paid, shall be
applied toward the Rent and all costs, charges, and expenses due to Landlord
hereunder. If a sufficient sum shall not be thus realized to pay the total of
all amounts due, Tenant shall pay Landlord any deficiency monthly, and Landlord
may bring action(s) therefore as such monthly deficiencies shall arise.

                                                                              19

<PAGE>

        For purposes of this Section 18.1, the "fair and reasonable rental value
of the Demised Premises" shall be determined on the basis of a tenant paying not
only a return to Landlord for the use and occupancy of the Demised Premises, but
also other moneys, costs, charges and expenses as are required to be paid by
Tenant under the terms of this lease. The term "then cash value" means the
amount in question discounted at the rate of four percent (4%) per annum to
present worth.

        18.2    Cure by Landlord. In the event of any default of this lease by
Tenant, Landlord may (but shall not be obligated to) at any time, after five (5)
days written notice to Tenant, except in emergency situations (for which not
notice shall be required), cure such default for the account, and at the
expense, of Tenant. If landlord at any time so elects or is compelled by any
other person to cure such default, or is compelled to incur any other expense
arising out of such default by Tenant (including reasonable attorneys' fees and
disbursements in instituting, prosecuting or defending any suits, actions or
proceedings to enforce landlord's rights under the provisions of this Lease),
the sums so paid by Landlord, with all interest, costs and damages, shall be
paid by Tenant to Landlord as Additional Rent within five (5) days following
written demand.

        18.3    Non-Exclusive Remedies; Re-Entry. Any remedies specifically
provided for in this lease are in addition to, and not exclusive of, any other
remedy available to Landlord. If Tenant breaches any of its covenants,
agreements, terms or conditions contained in this lease, Landlord, in addition
to any and all other rights, shall be entitled to enjoin such breach and shall
have the right to invoke any right and remedy allowed at law or in equity or by
statute or otherwise for such breach as though re-entry, summary proceedings,
and other remedies were not provided for in this lease. Any re-entry by Landlord
shall be allowed by Tenant without interference or hindrance and Landlord shall
not be liable for damages for any such re-entry nor guilty of any trespass.

        Any re-entry or taking possession of the Demised Premises by Landlord
shall not be construed as an election on Landlord's part to terminate this lease
unless a notice of such termination intention is given to Tenant or unless the
termination of this lease is decreed by a court of competent jurisdiction.

                                   ARTICLE XIX

                          SURRENDER OF DEMISED PREMISES

        19.1    Condition of Demised Premises. On the last day of the Term, or
upon termination of this lease prior thereto as herein provided, Tenant shall
quit and surrender the Demised Premises, broom clean, in as good order,
condition, and repair as at the beginning of the Term, reasonable wear and tear
and Landlord's obligations excepted, and excepting any damage which results from
casualty or condemnation together with all alterations, additions, improvements,
and fixtures which may have been made, on or to the Demised Premises. Subject to
the provisions of Section 18.2 hereof, Tenant shall, on or before the end of the
Term, remove from the Demised Premises all of its property including movable
furniture installed at Tenant's cost and expense, together with any alterations,
additions and improvements, the removal of which is requested by Landlord. Any
or all of such property not so removed shall, at Landlord's option, become the
exclusive property of Landlord or be disposed of by Landlord at Tenant's cost
and expense, without further notice to, or demand upon, Tenant.

                                                                              20

<PAGE>

        19.2    Failure to Surrender. If the Demised Premises are not
surrendered to Landlord at the end of the Term, or upon the termination of this
lease prior thereto as herein provided, Tenant shall indemnify Landlord against
all loss or liability resulting from delay by Tenant in so surrendering the
Demised Premises, including without limitation, any claims founded on such delay
made by any succeeding occupant of the Demised Premises or any part thereof.
Tenant shall be liable to Landlord for legal fees, costs, and expenses incurred
by Landlord to obtain possession of the Demised Premises and for any claim made
by any succeeding Occupants based upon such delay. Tenant's obligation under
this Article XIX shall survive the expiration or sooner termination of the Term.

                                   ARTICLE XX

                   SUBORDINATION, ATTORNMENT, AND RECOGNITION

        20.1    Mortgages; Underlying Leases. This lease, at the option of
Landlord (by notice sent to Tenant) shall be subject and subordinate to all
ground or underlying leases or subleases that include the Demised Premises,
including, without limitation, a sale leaseback lease to which landlord is, or
may become a party as a tenant or subtenant thereunder, and to all mortgages, in
all amounts and all advances thereon, which may now or hereafter constitute a
lien on the Demised Premises, and to all renewals, replacements, modifications,
consolidations and extensions of any thereof, providing that Tenant receives an
executed and acknowledged Non-Disturbance Agreement from the mortgagee or ground
lessor in form and substance reasonably acceptable to Tenant.

        20.2    Instruments and Certificates of Subordination. If Landlord
requests confirmation of the subordination provided for in Section 20.1, Tenant
shall, without charge, promptly execute and deliver to Landlord any certificate
or instrument which landlord may at any time request in connection therewith,
provided that such lessor mortgagee agrees to honor Tenant's rights herein. Any
such certificate or instrument may, at the option of such lessor or mortgagee,
contain the provisions set forth in Section 20.3 and/or 20.4 hereof. Upon
request and without charge, Tenant shall promptly execute and deliver to the
holder of any mortgage that liens the Demised Premises and/or to any lessor
under a ground lease or underlying lease that includes the Demised Premises, an
instrument acknowledging any assignment by Landlord of landlord's rights under
this lease to any such holder or lessor in connection with such mortgage and/or
such ground or underlying lease.

        20.3    Attornment to Mortgagee. At the request of the holder (or
successor in interest) of any mortgage and/or of a lessor's interest in any
ground or underlying lease, Tenant shall attorn to, and recognize as Tenant's
landlord hereunder, such holder or successor. Upon such attornment, this lease
shall continue in full force and effect as a direct lease between Tenant and
such holder or successor except that such holder or successor shall not be:

        (i)     liable for any previous act or omission by Landlord under this
        lease;

        (ii)    subject to any offset of Rent which may have previously accrued
        to Tenant against Landlord;

        (iii)   bound by any previous modification of this lease not expressly
        provided for herein unless such modification shall have been expressly
        approved in writing by such holder or successor; or

                                                                              21

<PAGE>

        (iv)    bound by any previous prepayment of Rent for a period of greater
        than one (1) month in advance (exclusive of any Security Deposit) unless
        such prepayment shall have been expressly approved in writing by such
        holder or successor.

        20.4    Attornment to Owner of Demised Premises. If at any time during
the Term, Landlord shall be the holder of a leasehold estate covering premises
which include the Demised Premises, and if such leasehold estate shall terminate
or be terminated for any reason, Tenant agrees, at the election and upon demand
of any owner of such premises which include the Demised Premises, to attorn from
time to time, to any such owner, upon the terms and conditions set forth herein
for the remainder of the Term. The foregoing provision shall inure to the
benefit of any such owner, and shall be self-operative upon any such demand,
without requiring any further instrument to give effect to said provisions.
Tenant, however, upon demand of any such owner, agrees to execute from time to
time, an instrument confirming the foregoing provisions, reasonably satisfactory
to such owner, in which Tenant shall acknowledge such attornment and shall set
forth the terms and conditions of its tenancy which shall be the same as those
set forth herein and same shall apply for the remainder of the Term. Nothing
contained in this Section 20.4 shall be construed to impair any, right,
privilege or option of any such owner.

        20.5    Mortgagee's Rights to Cure. Upon request of Landlord, Tenant
shall give prompt written notice to any Mortgagee of any default of Landlord
under this lease, and Tenant shall allow such mortgagee a reasonable length of
time (in any event, not less than thirty (30) days from the date of such notice)
in which to cure any such default.

        20.6    Mortgage; Mortgagee. The term "mortgage" as used in this lease
will include a mortgage, a deed of trust, a deed to secure debt and any other
conveyance or agreement for security purposes, which may now or hereafter affect
the real property and/or the improvements thereto of which the Demised Premises
form a part. The term "mortgagee" and/or "holder of a mortgage" as used in this
lease shall include the holder of or the beneficiary under, as the case may be,
a mortgage, deed of trust, deed to secure debt or any other conveyance or
agreement for security purposes, which may now or hereafter affect the real
property and/or the improvements thereto of which the Demised Premises form a
part.

                                   ARTICLE XXI

                               GENERAL PROVISIONS

        21.1    Quiet Enjoyment of Demised Premises. Landlord covenants that it
has full right, power and authority to make this lease and that Tenant, on
paying the Rent and observing, performing and keeping all of the obligations,
covenants, agreements, conditions and provisions of this lease, shall lawfully,
peaceably and quietly have, hold and enjoy the Demised Premises during the Term
without hindrance, ejection or molestation by any persons lawfully claiming
under Landlord, subject to all of the terms and provisions of this lease.

        21.2    Landlord/Tenant Relationship. Neither party hereto shall be
deemed in any way, for any purpose, to have become by the execution of this
lease, a partner or joint venturer of the other party in its business or
otherwise.

        21.3    Choice of Law. This lease shall be governed exclusively by the
provisions hereof and by the laws of the State of Maine.

                                                                              22

<PAGE>

        21.4    Holding Over. If Tenant shall remain in possession of the
Demised Premises after the end of the Term without the execution of a new lease,
Tenant, at the option of Landlord, shall be deemed to be occupying the Demised
Premises as a tenant from month to month. Upon thirty (30) days written notice
by Landlord, the rental payable by Tenant shall increase to an amount equal to
the sum of (i) one and one half times (1.5x) the monthly installments of Fixed
Minimum Rent payable during the last month of the Term, plus (ii) all other
items of Additional Rent payable or paid on an unamortized basis during the last
Lease Fiscal Year of the Term, otherwise subject to all of the other provisions,
conditions and obligations of this lease. Any option exercised by Landlord
pursuant to this Section 21.4 shall not constitute a waiver of the provisions of
Article XIX hereof.

        21.5    Right of Entry. Landlord and its designees shall have the right
to enter the Demised Premises during reasonable business hours upon reasonable
notice (and in emergencies at all times), for any purpose connected with
Landlord's right or obligations under this lease or for any other lawful
purpose.

        21.6    Successors and Assigns. The terms and provisions of this lease
shall be binding upon and inure to the benefit of Landlord and Tenant and their
respective successors, assigns, heirs, administrators, executors and
representatives. Nothing in this Section 21.6 shall be deemed to authorize or
permit any assignment or other transfer of the interest of Tenant in violation
of any other provisions of this lease, but any person or entity occupying the
Demised Premises, or any portion thereof, as a result of such assignment or
transfer in violation of the provisions of this lease, shall be bound by all of
the obligation of Tenant hereunder, but shall not be entitled to any of the
benefits of Tenant hereunder.

        21.7    Estoppel Certificates. At any time within ten (10) days after
request by Landlord, and without charge, Tenant shall execute, acknowledge and
deliver to Landlord, or to Landlord's designee, a statement in writing stating:

        (i)     that this lease is unmodified and in full force and effect or,
        if there have been modifications, that the same is in full force and
        effect with such modifications;

        (ii)    the Commencement Date and Termination Date;

        (iii)   that all conditions to be performed by landlord under this lease
        have been performed, or stating those claimed by Tenant not to have been
        performed;

        (iv)    that there are no defenses or offsets against Landlord, or
        stating those claimed by Tenant;

        (v)     the obligation for the payment of Fixed Minimum Rent has
        commenced and the date to which Fixed Minimum Rent and other charges
        have been paid in advance, if any; and

        (vi)    such other matters requested by Landlord relating to this lease.

        21.8    Brokerage. Tenant represents and warrants that it has not had
any dealings with any realtor or broker in connection with negotiation of this
lease other than the Broker, if any, set forth in Section 1.1(i) hereof, and
agrees to pay and hold Landlord harmless from any cost, expense or liability for
any compensation, commission or charges claimed by any other realtors or brokers
with respect to this lease or the negotiation hereof.

                                                                              23

<PAGE>

        21.9    Notices. All notices, demands, requests, approvals,
authorizations, offers, or agreements hereunder by either party to the other
shall be deemed to be given to the other party for the purposes of this lease
only if in writing and sent either by a national overnight courier, or by
certified mail, return receipt requested, postage prepaid and addressed to the
recipient at the address appearing on the first page of this lease, or such
other address as either party shall designate by notice from time to time. If so
served or sent, any such matter sent by a national overnight courier shall be
deemed given for all purposes hereunder on the first business day occurring
after the date on which it was sent, and any such matter sent by certified mail
shall be deemed given for all purposes hereunder three (3) days after depositing
same at a Postal Office. Alternatively, notice may be served in person, but
shall be effective only upon receipt.

        21.10   Joint and Several Liability. If at any time the term "Tenant"
shall include more than one person or entity, or shall be a partnership, the
obligations hereunder of all such persons and/or entities shall be joint and
several.

        21.11   Waivers. The failure of Landlord or Tenant to insist in any one
or more cases upon the performance of any of the provisions, covenants,
agreements, or conditions of this lease, or to exercise any option herein
contained, shall not be construed as a waiver or a relinquishment for the future
of any such provisions, covenant, agreement, condition or option. Receipt by
Landlord of Rent, of any other payment, or the acceptance by Landlord or Tenant
of performance of anything required to be performed by Landlord or Tenant, with
or without knowledge of the breach of a covenant, shall not be deemed a waiver
of such breach. No waiver of any provision, covenant, agreement or condition of
this lease shall be deemed to have been made unless expressed in writing and
signed by the party against whom such waiver is charged.

        21.12   Amendments. This lease may not be changed orally, but only by an
agreement in writing signed by the party against whom enforcement of any change,
modification or discharge is sought.

        21.13   Redemption. Tenant hereby waives any and all rights of
redemption granted by or under any present or future laws in the event that
Tenant is evicted for cause or in the event of landlord obtaining possession of
the Demised Premises by reason of the violation by Tenant of any of the
provision or conditions of this lease, or otherwise.

        21.14   Captions and Headings. As used in this lease, and when required
by the context, each number (singular or plural) shall include all numbers, and
each gender shall include all genders. The captions and headings throughout this
lease are for convenience or reference only and the words contained therein
shall in no way be held or deemed to define, limit, explain, modify, amplify or
add to the interpretation, construction, or meaning of any provision of or the
scope or intent of this lease, nor in any way affect this lease. The term
"person" as used herein means person, firm, association, or corporation, as the
case may be.

        21.15   Entire Agreement. There are no oral agreements between the
parties hereto affecting this lease, and this lease supersedes and cancels any
and all previous negotiations, arrangements, agreements or leases between the
parties with respect to the Demised Premises, and none thereof shall be used to
interpret or construct this lease.

        21.16   Recording of Lease. Tenant shall not record this lease without
the written consent of Landlord. However, upon the request of either party
hereto, the other party shall join in the

                                                                              24

<PAGE>

execution of a memorandum of this lease for the purpose of recording and either
party may record same at the sole cost and expense of the party so recording.
Said memorandum shall describe the parties, the Demised Premises, the Term of
this lease, any special provisions, and shall incorporate this lease by
reference, but shall not include provisions relating to Rent unless requested by
Landlord.

        21.17   Notices to Mortgagees. After receiving notice from any person,
firm, or other entity that it holds a mortgage which includes the Demised
Premises as part of the mortgaged premises, or that it is the lessor under a
ground or underlying lease which includes the Demised Premises, and that such
mortgage or ground lease is in default, no notice from Tenant to landlord shall
be effective unless and until a copy of the same is given to the holder of such
mortgage or to such lessor in accordance with Section 21.9 hereof. The curing of
any of Landlord's defaults by such mortgagee or lessor, shall be treated as
performance by Landlord.

        21.18   Assignment of Rents. In the event that Landlord assigns
Landlord's interest in this lease, or the rents payable hereunder, to the holder
of a mortgage, or to a lessor under a ground or underlying lease on the property
which includes the Demised Premises, Tenant agrees:

        (i)     that the execution thereof by Landlord, and the acceptance
        thereof by such holder or lessor shall never be treated as any
        assumption by such holder or lessor of any of the obligations of
        Landlord, unless such holder or lessor shall, by notice to Tenant,
        specifically otherwise elect; and

        (ii)    that except as aforesaid, such holder or lessor shall be treated
        as having assumed Landlord's obligations hereunder only upon the
        foreclosure of such holder's mortgage and the taking of possession of
        the Demised Premises, or, in the case of a ground or underlying lessor,
        the assumption of landlord's position hereunder by such lessor.

        21.19   Inability to Perform. If Landlord or Tenant is delayed or
prevented from performing any of its obligations under this lease by reason of
strike, labor troubles, Acts of God, or any cause whatsoever beyond Landlord's
or Tenant's reasonable control, the period of such delay or such prevention
shall be deemed added to the time herein provided for the performance of any
such obligation by Landlord or Tenant.

        21.20   Corporate Tenant. If Tenant is a corporation, the person(s)
executing this lease on behalf of Tenant hereby covenant and warrant that:
Tenant is a duly formed corporation qualified to do business in the state in
which the Property is located and such persons are duly authorized by such
corporation to execute and deliver this Lease on behalf of the corporation.

        21.22   Severability. If any term or provision of this lease, or any
portion of a term or provision hereof, or the application thereof to any person
or circumstance shall, to any extent, be invalid or unenforceable, the remainder
of this lease, or the application of such term or provision or portion hereof to
persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this lease and each portion thereof shall be valid and be enforced to the
fullest extent permitted by law.

        In the event of such invalidity or unenforceability by reason of the
laws of the state of Maine, or otherwise, then at Landlord's option, such
invalid or unenforceable provisions of this lease shall be deemed ipso facto to
be superseded and replaced herein by the applicable

                                                                              25

<PAGE>

provisions of law relating to the subject matter covered by any such invalid or
unenforceable provisions of this lease with the same force and effect as though
such applicable provisions of law were originally set forth herein. It is the
intention of the parties hereto that if any term or provision of this lease is
capable of two constructions, one of which would render the term or provision
void under applicable law and the other of which would render the term or
provision valid under applicable law, then such term or provision shall have the
meaning which renders it valid.

                                                                              26

<PAGE>


        IN WITNESS WHEREOF, the parties have executed this lease as of the day
and year first above written.

                                  Landlord: Lafayette Realty Limited Partnership

                                  By:  Union Management Corp., General Partner

                                  by:
                                      -----------------------------------
                                           J. Robert Connor, President

                                  Tenant:  HCI Systems, Inc.

                                  by:
                                      -----------------------------------
                                           James Kavanagh, President

                                                                              27

<PAGE>

                                    GUARANTEE

        In consideration of Landlord having executed the above Lease, and in
further consideration of One Dollar and other valuable consideration paid, the
receipt whereof is hereby acknowledged, James T. Kavanagh with an address of
P.O. Box 1459, Kennebunk ME 04043 (hereinafter referred to as "Guarantor")
hereby unconditionally guarantees to Landlord and its successors and assigns the
payment of the rents payable pursuant to this lease and the performance and
observance of all agreements and conditions contained in this lease on the part
of Tenant to be performed or observed. Guarantor hereby agrees that he shall in
no way be released from his obligations under the Guaranty during the Guarantee
Period by any of the following actions: any assignment of said lease or any
subletting of the Demised Premises, or any waiver of default or any extension of
time or other favor or indulgence granted by Landlord to Tenant or by failure to
receive notice of any of said actions that occurred during the Guarantee Period.
Guarantor shall be notified in writing of nonpayment or any other default in the
performance or observance of any agreement or condition contained in this lease
on the part of Tenant to be performed or observed.

        The liability of Guarantor hereunder shall be primary. However, in any
right of action which may accrue to Landlord under this lease, Landlord shall
proceed against Guarantor and Tenant jointly and severally.

        Dated: November 30, 2001


        Witness: ----------------------            ----------------------------
                                                   James T. Kavanagh, Guarantor

                                                                              28

</TEXT>
</DOCUMENT>
