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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=5><B>SECURITIES AND EXCHANGE
COMMISSION </B></FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4><B>WASHINGTON, D.C. 20549</B> </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4><BR><B>FORM 8-K</B></FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4><BR><B>CURRENT REPORT</B></FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>PURSUANT TO SECTION 13
OR 15(d) OF THE</B></FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>SECURITIES EXCHANGE ACT
OF 1934</B></FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Date of Report (Date of earliest
event reported) August 18, 2003 </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4><BR><B>KVH Industries, Inc.</B></font><FONT FACE="Times New Roman, Times, Serif" SIZE=2><BR>(Exact Name of
Registrant as Specified in Charter)</FONT></P>

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<B>Delaware</B>
<BR>
(State or Other Jurisdiction of Incorporation)
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<B>0-28082</B>
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(Commission File Number)
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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>05-0420589</B><BR>(IRS Employer
Identification No.)</FONT></P>

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<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;50 Enterprise Center</B>
<BR>
<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Middletown, RI</B>
<BR>
&nbsp;(Address of Principal Executive Offices)
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<B>02842</B>
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(Zip Code)
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Registrant&#146;s
telephone number, including area code: <B>(401) 847- 3327</B>
<BR><BR>
N/A
<BR><BR>
(Former Name or Former
Address, if Changed Since Last Report)
<BR><BR><BR><BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Item 5.&nbsp;&nbsp;&nbsp;&nbsp;Other Events.</B></FONT><BR><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
report is being filed by KVH Industries, Inc. (&#147;KVH&#148;) to announce that, KVH entered into a Lease Agreement with Tech Plaza 2,3 &amp; 4 LLC. The lease agreement entered
into by KVH is filed as Exhibit 99.1 to this report.
</FONT>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibits:</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following exhibit is filed with this report on Form 8-K:</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit No.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Description</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;99.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Lease Agreement.</FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>SIGNATURES</b> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
<BR><BR><BR>
<B>KVH Industries, Inc.</B>
</FONT></P>

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<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Date:</B>  August 18, 2003</FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
BY: /S/ Patrick J. Spratt
<BR>
&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;
<BR>
Patrick J. Spratt
<BR>
Chief Accounting &amp; Financial Officer
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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>LEASE </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS
INSTRUMENT IS A LEASE, dated as of the 18th day of August, 2003 in which the Landlord and
the Tenant are the parties hereinafter named, and which relates to space in the building
known as the Tech 4 Office Building, having an address of 88 Silva Lane, Middletown, Rhode
Island 02840 (the &#147;Building&#148;). The parties to this instrument hereby agree with
each other as follows: </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE I </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>BASIC LEASE PROVISIONS </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.1 INTRODUCTION. The following terms
and provisions in this Article I set forth basic data and, where appropriate, constitute
definitions of the terms hereinafter listed: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.2.&nbsp;&nbsp;&nbsp;&nbsp;
          LANDLORD AND TENANT. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Landlord:<br><br> &nbsp;&nbsp;&nbsp;&nbsp; Tech Plaza 2, 3 &amp; 4 LLC</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Landlord's Address (for rent payment): <br> <br>&nbsp;&nbsp;&nbsp;&nbsp;     Tech Plaza 2, 3 &amp; 4 LLC<br>
                                                     &nbsp;&nbsp;&nbsp;&nbsp; P.O. Box 6034<br>
                                                     &nbsp;&nbsp;&nbsp;&nbsp; Boston, MA. 02209</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Tenant:<br> <br>    &nbsp;&nbsp;&nbsp;&nbsp;              KVH Industries, Inc.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Tenant's Original Address:<br> <br> &nbsp;&nbsp;&nbsp;&nbsp;     KVH Industries, Inc.<br>
                                                     &nbsp;&nbsp;&nbsp;&nbsp;50 Enterprise Center<br>
                                                     &nbsp;&nbsp;&nbsp;&nbsp;Middletown, RI 02842</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Tenant's Creditor's Address:<br><br> &nbsp;&nbsp;&nbsp;&nbsp;    Fleet Capital Corporation<br>
                                                     &nbsp;&nbsp;&nbsp;&nbsp;One Federal Street<br>
                                                    &nbsp;&nbsp;&nbsp;&nbsp;Boston, MA 02110<br><br>

                                                    &nbsp;&nbsp;&nbsp;&nbsp; Attention: Mark Schafer</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.3  &nbsp;&nbsp;&nbsp;&nbsp;     BASIC DATA.</FONT></P>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Basic Rent:  On an annual, monthly and per rentable square foot basis, the basic rent shall be as follows:<br><br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Annual Rent&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Monthly Rent&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         Per RSF<br><br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Years 1- 2 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;$64,290.00    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;$5,357.50 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; $6.00<br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Years 3-5 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;$75,005.00   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;$6,250.42   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; $7.00<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(renewal option)</FONT></P><br>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Base Taxes: The real estate taxes
assessed to the Property as of December 31, 2002, and due in calendar year 2003, as they
may be reduced by the amount of any abatement (plus any reasonable cost incurred in
obtaining any abatement). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Building Rentable Area:  151,924 rentable square feet, measured in accordance with BOMA.</FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Business Days: All days except
Saturdays, Sundays, New Year&#146;s Day, Washington&#146;s Birthday, Memorial Day,
Independence Day, Labor Day, Columbus Day, Veterans&#146; Day, Thanksgiving Day, Christmas
Day (and the following day when any such day occurs on Sunday). </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Commencement Date: As
defined in Section 4.1. </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Initial Public  Liability  Insurance:  $1,000,000 per person;  $3,000,000 per occurrence  (combined  single limit for property  damage,
bodily injury or death).</FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Manager:  Atlas Investment Group, LLC, 10 High Street, Suite 820, Boston, MA. 02110.</FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Operating Expenses:  As set forth in Section 9.1 and Exhibit B.</FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Operating Year: As
defined in Section 9.1. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Permitted Use: General office and
administrative use software development, manufacturing and uses and operations reasonably
related to all of the foregoing. Premises: A portion of the Building as shown on Exhibit A
annexed hereto and located on the first floor of the Building. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Premises Rentable Area: Approximately
10,715 rentable square feet, measured in accordance with BOMA. </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Property:  The Building and the parcel of land on which it is located (including adjacent sidewalks).</FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Proportionate Share: 7.05% </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Rent Commencement Date: As defined in Section
3.1. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Security Deposit: Equal to one (1)
month&#146;s Base Rent subject to the terms of Section 16.17. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Term of this Lease: 2 years,
commencing on the Commencement Date and expiring, unless sooner terminated pursuant to the
provisions of this Lease, at 11:59 P.M. on the day immediately preceding the 2nd
anniversary thereof. Tenant has an option to extend this Lease for one (1) three- year (3)
term as set forth in Article XIV. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Utility Expenses: As
defined in Section 9.1. </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.4      EXHIBITS:  The following Exhibits are annexed to this Lease and incorporated herein by this reference:</FONT></P>

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Exhibit
A &#151; Plan Showing Premises Exhibit A.1 &#151; Buildout Specifications Schedule A.2
&#151; Approved Plan Exhibit B &#151; Operating Expenses Exhibit C &#151; Rules and
Regulations Exhibit D &#151; Landlord&#146;s Waiver </FONT>


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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE II </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PREMISES AND
APPURTENANT RIGHTS </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.1      LEASE OF  PREMISES.  Landlord  hereby  demises  and  leases  to  Tenant  for the Term of this  Lease  and upon the  terms  and
conditions hereinafter set forth, and Tenant hereby accepts from Landlord, the Premises.</FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.2 APPURTENANT RIGHTS AND
RESERVATIONS. (a) Tenant shall have, as appurtenant to the Premises, the non-exclusive
right to use, and permit its invitees to use in common with others, public or common
lobbies, hallways, stairways and elevators and common walkways necessary for access to the
Building, existing common conduits and risers for computer, telephone and
telecommunications purposes, and, if the portion of the Premises on any floor includes
less than the entire floor, the common toilets, corridors and elevator lobby of such
floor; but Tenant shall have no other appurtenant rights and all such rights shall always
be subject to reasonable rules and regulations from time to time established by Landlord
pursuant to Section 16.7 as uniformly applied to all tenants of the Building and to the
right of Landlord to designate and change from time to time areas and facilities so to be
used; provided, however, that no such change materially interferes with Tenant&#146;s use
of, or access to, the Premises, or reduces Tenant&#146;s parking or makes such parking
less accessible. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Excepted and excluded from the Premises are the ceiling, floor, perimeter walls
          and exterior windows, except the inner surfaces thereof, but the entry doors
          (and related glass and finish work) to the Premises are a part thereof; and
          Tenant agrees that Landlord shall have the right to place in the Premises (but
          in such manner as to reduce to a minimum interference with Tenant&#146;s use of
          the Premises) interior storm windows, subcontrol devices (by way of
          illustration, an electric sub panel, etc.), utility lines, pipes, equipment and
          the like, in, over and upon the Premises; provided, however, that to the extent
          reasonably practicable, such installations are made above hung ceilings, beneath
          flooring and behind walls, and provided further that such installations do not
          reduce the useable floor area of the Premises. Tenant shall install and
          maintain, as Landlord may reasonably require, proper access panels in any hung
          ceilings or walls as may be installed by Tenant in the Premises to afford access
          to any facilities above the ceiling or within or behind the walls. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Tenant shall have, as appurtenant to the Premises, the non-exclusive right to
          use, and permit its invitees to use in common with others, the parking areas
          located on the Property; provided, however, that such use of the parking areas
          by Tenant or its invitees shall not exceed 43 parking spaces at any given time.
          The use of such parking area shall be subject to reasonable rules and
          regulations from time to time established by Landlord pursuant to Section 16.7
          as uniformly applied to all tenants of the Building and to the right of Landlord
          designate and change from time-to-time parking areas and facilities so to be
          used; provided, however, that such changes do not reduce the number of parking
          spaces available to Tenant or make the parking spaces less accessible to Tenant. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE III </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>BASIC RENT </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.1 PAYMENT. (a) Tenant agrees to pay
to Landlord, or as directed in writing by Landlord, commencing on the Rent Commencement
Date without offset, abatement, deduction or demand, except as otherwise provided herein,
the Basic Rent. Such Basic Rent shall be payable in equal monthly installments, in
advance, on the first day of each and every calendar month during the Term of this Lease,
at Landlord&#146;s Original Address, or at such other place as Landlord shall from
time-to-time designate by notice to Tenant. Until another designation is given, Basic Rent
and all other charges for which provision is herein made shall be paid by remittance
payable to the Manager and addressed to the Manager, at Tech Plaza 2, 3 &amp; 4 LLC, P.O.
Box 9029 Framingham, MA. 01701-9029, and all remittances so received as aforesaid, or by
any subsequently designated recipient, shall be treated as a payment to Landlord. In the
event that within any 365 day period more than one (1) installment of Basic Rent is not
paid within five (5) days of when due Tenant shall pay, in addition to any other charges
due under this Lease, an administrative fee equal to 5% of the overdue payment for each
late payment. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Basic Rent for any partial month shall be pro-rated on a daily basis, and if the
          first day on which Tenant must pay Basic Rent shall be other than the first day
          of a calendar month, the first payment which Tenant shall make to Landlord shall
          be equal to a proportionate part of the monthly installment of Basic Rent for
          the partial month from the first day on which Tenant must pay Basic Rent to the
          last day of the month in which such day occurs, plus the installment of Basic
          Rent for the succeeding calendar month. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          At the time of execution of this Lease, Tenant shall pay the first month&#146;s
          Basic Rent, which shall be held by Landlord as advance rental and security, and
          which shall be forfeited, without limitation of other remedies, in the event of
          any Default by Tenant occurring prior to the Commencement Date. If no such
          Default by Tenant occurs, then such payment shall be applied by Landlord against
          the Basic Rent for the first month of the Lease term. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The rent commencement date shall be the first to occur of the following (the
          &#147;Rent Commencement Date&#148;): (i) the day following the date Landlord
          delivers the Premises to Tenant with Landlord&#146;s Work (as defined in Section
          5.5 hereof) Substantially Complete, as defined in Exhibit A.1 hereof but in no
          event earlier than September 1, 2003, or (ii) the date on which Tenant occupies
          all or any part of the Premises for the conduct of Tenant&#146;s normal business
          operations. Landlord and Tenant each hereby agree to execute and deliver a
          writing confirming the Rent Commencement Date once such date is determined. </FONT></P>

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<A NAME=A020></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE IV </FONT></P>

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<A NAME=A021></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>COMMENCEMENT; EARLY
ACCESS AND CONDITION </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.1 COMMENCEMENT DATE. The
Commencement Date shall be September 1, 2003 at which time Landlord shall deliver
possession of the Premises to Tenant. Landlord&#146;s work in the Premises to be
Substantially Completed as defined in Exhibit A.1 hereto, subject to Tenant Delays, as
provided in Exhibit A.1. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.2 EARLY ACCESS. Tenant and its
contractors shall have reasonable access to the Premises fifteen (15) days prior to the
Commencement Date for purposes of installing fixtures, equipment and furnishings.
Notwithstanding the foregoing, Tenant shall not have access to the Premises until Tenant
furnishes to Landlord the Security Deposit described in Section 16.17 and all insurance
documents required hereunder. Tenant&#146;s access to the Premises prior to the
Commencement Date shall be subject to all of the terms and conditions of this Lease,
except that Tenant shall not be required to pay Basic Rent or Escalation Charges prior to
the Rent Commencement Date. Tenant shall at no time interfere with the Landlord&#146;s
work to be performed pursuant to Section 5.5. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.3 CONDITION OF PREMISES AND THE
BUILDING. Except as otherwise set forth in this Lease and except for Landlord&#146;s Work
(as defined in Section 5.5 hereof), the Premises are being leased in &#147;as-is&#148;
condition, without warranty or representation by Landlord. Tenant acknowledges that it has
inspected the Premises and common areas of the Building and has found the same to be
satisfactory. </FONT></P>

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<A NAME=A022></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE V </FONT></P>

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<A NAME=A023></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>USE OF PREMISES;
SIGNAGE; ALTERATIONS </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.1      PERMITTED USE.  Tenant agrees to conform to the following provisions during the Term of this Lease:</FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Except when prevented by casualty, condemnation, interruption of services or
          Force Majeure, or when Tenant has vacated the Premises in connection with
          assignment of the Lease or a sublease of the Premises, Tenant shall
          continuously, throughout the term of this Lease, occupy the Premises for the
          Permitted Use and for no other purposes. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Tenant shall, in its use of the Premises, comply with the requirements of all
          applicable governmental laws, rules and regulations. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Tenant shall not perform any act or carry on any practice which may injure the
          Premises, or any other part of the Building, or cause offensive odors or loud
          noise or constitute a nuisance or menace to any other tenant or other persons in
          the Building. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Tenant shall cause all freight to be delivered to or removed from the Building
          and the Premises in accordance with rules and regulations reasonably established
          by Landlord therefore as uniformly applied to all tenants of the Building. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.2 SIGNAGE. Tenant will not place on
the exterior of the Premises (including both interior and exterior surfaces of doors and
interior surfaces of windows) or on any part of the Building outside the Premises, any
signs, symbol, advertisements or the like visible to public view outside of the Premises
without the prior written consent of the Landlord. Landlord will not unreasonably withhold
consent for signs or lettering on the entry doors to the Premises provided such signs
conform to building standards adopted by Landlord and Tenant has submitted a sketch of the
sign to be placed on such entry doors. Tenant&#146;s name shall be listed in the Building
directory in the lobby and on any exterior signage for the Building at no cost to Tenant.
Any listing of Tenant&#146;s subtenant(s) in the Building directory in the lobby shall be
at Tenant&#146;s (or such subtenant&#146;s) sole cost and expense. Said listings shall be
consistent with Building Standards as adopted by Landlord. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.3 ALTERATIONS BY TENANT. Tenant
shall make no alterations or improvements in or to the Premises without Landlord&#146;s
prior written consent which consent shall not be unreasonably withheld, conditioned or
delayed. Any alterations, additions or improvements shall (i) if Landlord&#146;s consent
is required, be in accordance with complete plans and specifications submitted by Tenant
and approved in advance by Landlord; (ii) be performed in a good and workmanlike manner
and in compliance with all applicable laws, regulations, codes, ordinances and directives
of any governmental agencies; including without limitation, the Americans with
Disabilities Act, as that term is hereinafter defined; (iii) be performed and completed in
the manner required in this Article V; (iv) be performed at such times as Landlord may
from time to time reasonably designate; and (v) be made at Tenant&#146;s sole cost and
expense. Notwithstanding anything to the contrary contained in this Lease, all
alterations, installations, additions and improvements upon the Premises made by either
party affixed to the realty or for which Tenant has received a credit shall, unless
Landlord elects otherwise in writing at the time of granting consent to such alteration,
become the property of Landlord and shall remain upon, and be surrendered with, said
Premises as a part thereof, at the end of the Term. In the event Landlord shall elect
otherwise, then such Alterations as Landlord shall select, shall be removed by the Tenant
and Tenant shall restore any damage to the Premises from such removal, at its own cost and
expense, at or prior to the expiration of the Term. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.4 PREPARATION OF THE PREMISES.
Except for the work to be performed by Landlord pursuant to Section 5.5, Landlord shall
have no responsibility to complete any work necessary to prepare the Premises for
Tenant&#146;s occupancy. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.5 LANDLORD&#146;S WORK. Prior to
the Commencement Date, Landlord shall provide a turnkey buildout in accordance with
Exhibit A.1. Landlord shall perform Landlord&#146;s Work, at Landlord&#146;s sole cost and
expense in a good and workmanlike manner and in compliance with all applicable laws,
regulations, codes, ordinances and directives of any governmental agencies, including
without limitation, the Americans with Disabilities Act. Any additional costs for
improvements or upgrades to the Premises shall be at the sole cost of tenant. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.6 TENANT&#146;S REMOVABLE PROPERTY.
All articles of personal property and all business fixtures, trade fixtures, machinery and
equipment and furniture owned or installed by Tenant solely at its expense in the Premises
(&#147;Tenant&#146;s Removable Property&#148;) shall remain the property of Tenant and may
be removed by Tenant at any time prior to the expiration of this Lease, provided that
Tenant, at its expense, shall repair any damage to the Building caused by such removal. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.7 MECHANICS&#146; LIENS. Notice is
hereby given that Landlord shall not be liable for any labor or materials furnished or to
be furnished to Tenant upon credit, and that no mechanic&#146;s, materialman&#146;s or
other lien for any such labor or materials shall attach to or affect the reversion or
other estate or interest of Landlord in and to the Premises, Building or Property.
Whenever and as often as any such lien shall have been filed against the Premises based
upon any act or interest of Tenant or of anyone claiming through Tenant, Tenant shall
forthwith take such actions by bonding, deposit or payment as will remove or satisfy the
lien. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.8 MISCELLANEOUS. All of the
Tenant&#146;s Work and installation of furnishings shall be coordinated with any work
being performed by Landlord and in such manner as to maintain harmonious labor relations
and not damage the Property or interfere with Building construction or operation and,
except for installation of furnishings, shall be performed by contractors first approved
by Landlord, which approval will not be unreasonably withheld. Installation and moving of
furnishings, equipment and the like shall be performed only with labor compatible with
that being employed by Landlord for work in or to the Building. Tenant, before beginning
any Tenant&#146;s Work, shall secure all licenses and permits necessary therefore; deliver
to Landlord a statement of the names of all its contractors and subcontractors and the
estimated cost of all labor and material to be furnished by them, and cause each
contractor to carry workmen&#146;s compensation insurance in statutory amounts covering
all the contractor&#146;s and subcontractor&#146;s employees and comprehensive public
liability insurance and property damage insurance with such limits as Landlord may
reasonably require but in no event less than a combined single limit of Two Million and
No/100ths Dollars ($2,000,000.00) (all such insurance to be written in companies
reasonably approved by Landlord and insuring Landlord and Tenant as well as the
contractors), and to deliver to Landlord certificates of all such insurance. Tenant agrees
to pay promptly when due the entire cost of all work done on the Premises by Tenant, its
agents, employees, or independent contractors (including, without limitation,
Tenant&#146;s Work), and not to cause or permit any liens for labor or materials performed
or furnished in connection therewith to attach to the Premises or the Property and
immediately to discharge within fifteen (15) days&#146; after the same is filed any such
liens which may so attach and, at the request of Landlord to deliver to Landlord security
reasonably satisfactory to Landlord against liens arising out of the furnishing of such
labor and material. Upon completion of all work done on the Premises by Tenant, its
agents, employees, or independent contractors (including, without limitation,
Tenant&#146;s Work), Tenant shall promptly deliver to Landlord original lien releases and
waivers executed by each contractor, subcontractor, supplier, materialman, architect,
engineer or other party which furnished labor, materials or other services in connection
with such work and pursuant to which all liens, claims and other rights against the
Property in connection with such work are unconditionally released and waived. Tenant
shall deliver such releases to Landlord with a certification by Tenant to the effect that
all releases and waivers required by the preceding sentence are being delivered with the
certification. Tenant shall pay within fourteen (14) days after being billed therefore by
Landlord together with reasonable supporting documentation evidencing such Tax increase,
as additional rent hereunder, one hundred percent (100%) of any increase in Taxes on the
Property not otherwise billed to Tenant which shall, at any time after commencement of the
Term, result from any alteration, addition or improvement to the Premises made by or on
behalf of Tenant. </FONT></P>

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<A NAME=A024></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE VI </FONT></P>

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<A NAME=A025></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ASSIGNMENT AND
SUBLETTING </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.1 Tenant covenants and agrees that
whether voluntarily, involuntarily, by operation of law or otherwise, neither this Lease
nor the term and estate hereby granted, nor any interest herein or therein, will be
assigned, mortgaged, pledged, encumbered or otherwise transferred without Landlord&#146;s
prior written consent, which consent will not be unreasonably withheld, conditioned or
delayed and that neither the Premises nor any part thereof will be encumbered in any
manner by reason of any act or omission on the part of Tenant, or used or occupied, by
anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be,
sublet (which term, without limitation, shall include granting of concessions, licenses
and the like), in whole or in part, or be offered or advertised for assignment or
subletting without Landlord&#146;s prior written consent, which consent shall not be
unreasonably withheld, conditioned or delayed. It shall be reasonable for Landlord to
condition its consent to any assignment or sublease on the requirement that, based on
certified financial statements or other financial information reasonably requested by
Landlord, any proposed assignee or sublessee shall, in Landlord&#146;s reasonable
discretion, be of financial solvency to make payments under this Lease, if the Lease is
assigned, or under the proposed sublease, if the Premises, or a portion thereof, is to be
subleased, and otherwise comply with its terms. Landlord shall not be deemed to have
unreasonably withheld its consent to an assignment or sublease if Landlord&#146;s lender
has denied its consent to such assignment or sublease. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.2 Except in the event that equity
interests in Tenant are or become traded on a public stock exchange, the provisions of
Section 6.1 shall apply to a transfer (by one or more transfers) of a majority of the
stock or partnership interests, or other evidences of ownership of Tenant as if such
transfer were an assignment of this Lease; but such provisions shall not apply to
transactions with, and Tenant may assign or sublease without Landlord&#146;s consent to,
an entity into or with which Tenant is merged or consolidated or to which substantially
all of Tenant&#146;s assets are transferred or to any entity which controls or is
controlled by Tenant or is under common control with Tenant, provided that in any of such
events (i) the successor to Tenant has a net worth computed in accordance with generally
accepted accounting principles at least equal to the net worth of Tenant immediately prior
to such merger, consolidation or transfer, (ii) proof satisfactory to Landlord of such net
worth shall have been delivered to Landlord at least 10 days prior to the effective date
of any such transaction, and (iii) the assignee agrees directly with Landlord, to be bound
by all the obligations of Tenant hereunder (or if the transfer is a sublease, to such
obligations applicable to the subleased premises) including, without limitation, the
covenant against further assignment or subletting. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.3 If this Lease be assigned, or if
the Premises or any part thereof be sublet or occupied by anyone other than Tenant,
Landlord may, at any time and from time to time, collect rent and other charges from the
assignee, subtenant or occupant, and apply the net amount collected to the rent and other
charges herein reserved, but no such assignment, subletting, occupancy, collection or
modification of any provisions of this Lease shall be deemed a waiver of this covenant, or
the acceptance of the assignee, subtenant or occupant as a tenant or a release of the
original named Tenant from the further performance by the original named Tenant hereunder.
No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder
and Tenant shall remain fully and primarily liable therefor. No assignment or subletting,
or occupancy shall affect the Permitted Uses. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.4 Except for transfers expressly
permitted pursuant to Section 6.2 hereof, if this Lease is assigned, or if any portion of
the Premises is sublet, then fifty (50%) of all money or other economic consideration
received by Tenant as a result of such assignment or subletting, however denominated under
the assignment or sublease, which exceeds, in the aggregate, (a) the total sums which
Tenant is obligated to pay Landlord under this lease (prorated to reflect obligations
allocable to any portion of the Premises subleased), plus (b) any reasonable expenses
incurred by Tenant in connection with the assignment or sublease, shall be paid to
Landlord in monthly installments as additional rent under this Lease, without affecting or
reducing any other obligations of Tenant hereunder. For purposes of making the calculation
described in the preceding sentence, the expenses incurred by Tenant shall be amortized on
a straight line basis over the remaining term of the Lease (in the case of an assignment)
or over the term of the sublease (in the case of a sublease). </FONT></P>

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<A NAME=A026></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE VII </FONT></P>

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<A NAME=A027></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>RESPONSIBILITY FOR
REPAIRS AND CONDITIONS OF PREMISES; </FONT></P>

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<A NAME=A028></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SERVICES TO BE
FURNISHED BY LANDLORD </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.1 LANDLORD&#146;S REPAIRS. (a)
Except as otherwise provided in this Lease, Landlord agrees to keep in good order,
condition and repair the roof, public areas, exterior walls (including exterior glass) and
structure of the Building and all Building systems (including plumbing, HVAC and other
mechanical systems for the common areas of the Building, and electrical systems installed
by Landlord, but excluding any systems installed specifically for Tenant&#146;s benefit)
all insofar as they affect the Premises, except that Landlord shall in no event be
responsible to Tenant for the condition of glass in the Premises or for the doors (or
related glass and finish work) leading to the Premises, or for any condition in the
Premises or the Building caused by any act of Tenant, its agents, employees, invitees or
contractors. Landlord shall not be responsible to make any improvements or repairs to the
Building other than as expressly in this Section 7.1 provided, unless expressly provided
otherwise in this Lease. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Landlord shall never be liable to Tenant for any failure to make repairs which
          Landlord has undertaken to make under the provisions of this Section 7.1 or
          elsewhere in this Lease, unless Tenant has given written notice to Landlord of
          the need to make such repairs, and Landlord has failed to commence to make such
          repairs within a reasonable time after receipt of such notice, or fails to
          proceed with reasonable diligence to complete such repairs. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Any services which Landlord is required to furnish pursuant to the provisions of
          this Lease may, at Landlord&#146;s option be furnished from time to time, in
          whole or in part, by employees of Landlord or by the Manager of the Property or
          by one or more third persons. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.2 TENANT&#146;S AGREEMENT. (a)
Tenant will keep neat and clean and maintain in good order, condition and repair the
Premises and every part thereof, excepting only those repairs for which Landlord is
responsible under the terms of this Lease, reasonable wear and tear of the Premises, and
damage by fire or other casualty and as a consequence of the exercise of the power of
eminent domain; and shall surrender the Premises, at the end of the Term, in such
condition. Without limitation, Tenant shall continually during the Term of this Lease
maintain the Premises in accordance with all governmental laws, regulations, codes and
ordinances from time to time in effect and all directives, rules and regulations of the
proper officers of governmental agencies having jurisdiction provided, however, that
Tenant shall not be required to make structural alterations to the Premises or changes to
Building systems in order to comply with such laws, regulations, codes and ordinances
unless such alterations or changes are required because of Tenant&#146;s particular use of
the Premises. Tenant, at its own expense, shall obtain all permits, licenses and the like
required by applicable law. Notwithstanding the foregoing or the provisions of Article
XII, Tenant shall be responsible for the cost of repairs which may be necessary by reason
of damage to the Building caused by any act of Tenant or its agents, employees,
contractors or invitees (including any damage by fire or any other casualty arising
therefrom, but only to the extent not covered by insurances). Tenant shall procure and pay
for janitorial services within the Premises, or shall reimburse Landlord on demand in the
event Landlord procures such services and pays the costs thereof. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          If repairs are required to be made by Tenant pursuant to the terms hereof,
          Landlord may demand that Tenant make the same forthwith, and if Tenant refuses
          or neglects to commence such repairs and complete the same within ten (10) days
          after such demand, or if such repairs cannot be commenced or completed within
          such ten (10) day period, Tenant commences such repairs within a reasonable
          period of time and diligently pursues such repairs to completion, Landlord may
          (but shall not be required to do so) make or cause such repairs to be made (the
          provisions of Section 16.18 being applicable to the costs thereof) and shall not
          be responsible to Tenant for any loss or damage that may accrue to Tenant&#146;s
          property or business by reason thereof, provided, however, that Landlord shall
          use reasonable efforts not to interfere with Tenant&#146;s property or business.
          Notwithstanding the foregoing, Landlord may elect to take action hereunder
          immediately and without notice to Tenant if Landlord reasonably believes an
          emergency to exist. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.3 FLOOR LOAD &#150; HEAVY
MACHINERY. (a) Tenant shall not place a load upon any floor in the Premises exceeding the
floor load per square foot of area which such floor was designed to carry and which is
allowed by law. Landlord reserves the right to prescribe the weight and position of all
business machines and mechanical equipment, including safes, which shall be placed so as
to distribute the weight. Business machines and mechanical equipment shall be placed and
maintained by Tenant at Tenant&#146;s expense in settings sufficient, in Landlord&#146;s
reasonable judgment, to absorb and prevent vibration, noise and annoyance. Tenant shall
not move any safe, heavy machinery, heavy equipment, freight, bulky matter or fixtures
into or out of the Building without Landlord&#146;s prior consent, which consent shall not
be unreasonably withheld, conditioned or delayed, and which consent may include a
requirement to provide insurance, naming Landlord as an additional insured, in such
amounts as Landlord may reasonably deem reasonable. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          If such safe, machinery, equipment, freight, bulky matter or fixtures requires
          special handling, Tenant agrees to employ only persons holding a Master
          Rigger&#146;s License to do such work, and that all work in connection therewith
          shall comply with applicable laws and regulations. Any such moving shall be at
          the sole risk and hazard of Tenant, and Tenant will exonerate, indemnity and
          save Landlord harmless against and from any liability, loss, injury, claim or
          suit resulting directly or indirectly from such moving. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.4 MAINTENANCE. Tenant shall
maintain the Premises in a clean condition in accordance with reasonable standards of
cleanliness. Tenant shall also be responsible for replacing light bulbs in the Premises,
and performing all maintenance within the Premises other than that which is expressly
allocated to Landlord in this Lease. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.5 BUILDING SERVICES. (a) Landlord
shall, on Business Days from 8:00 a.m. to 5:30 p.m., furnish heating and cooling as normal
seasonal changes may require to provide reasonably comfortable space temperature and
ventilation for occupants of the Premises under normal business operation at an occupancy
of not more than one person per 125 square feet of Premises Rentable Area and an
electrical load not exceeding two watts per square foot of Premises Rentable Area;
provided, however, that Tenant shall pay the cost of all electricity used in connection
with such heating and cooling. If Tenant shall require air conditioning, heating or
ventilation outside of the hours and days above specified, Landlord shall furnish such
service and then, unless electricity is metered solely and directly to Tenant, Tenant
shall pay therefore such charges as may from time to time be in effect. In the event
Tenant introduces to the Premises personnel or equipment which overloads the capacity of
any of the Building systems or in any other way interferes with the ability of such
systems to perform adequately their proper functions, supplementary systems may, if and as
needed, at Landlord&#146;s option, be provided by Landlord, at Tenant&#146;s expense. </FONT></P>

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                     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Landlord shall also provide: </FONT>


                     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Passenger elevator service from the existing passenger elevator system, if any,
                    in common with Landlord and other tenants in the Building at all times; </FONT>

                    <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Hot and cold water (at temperatures supplied by the Town of Middletown) for
                    drinking, lavatory and toilet purposes. Landlord may install a water meter and
                    thereby measure Tenant&#146;s water consumption for all purposes. In the latter
                    event, Landlord shall pay the cost of the meter and the cost of installation
                    thereof and shall keep such meter and installation equipment in good working
                    order and repair and, after the installation of such meter, in lieu of
                    Tenant&#146;s water being included in and paid by Tenant as part of Operating
                    Expenses, Tenant agrees to pay for the water provided to the Premises, as shown
                    on such meter, at the rate imposed upon the Landlord by the Town of Middletown,
                    together with the sewer charge based on such meter charges, as and when bills
                    are rendered, and in default in making such payment Landlord may pay such
                    charges and collect the same from Tenant as an additional charge; </FONT>

                    <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Access to the Premises on Business Days twenty-four hours per day, subject to
                    reasonable security restrictions and restrictions based on emergency conditions
                    and all other applicable provisions of this Lease; and </FONT>

                    <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Removal and treatment of snow and ice from the parking areas, common sidewalks
                    located on the Property and the entrances to the Building. </FONT></P>


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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(v)&nbsp;&nbsp;&nbsp;&nbsp;
          Landscaping services to the Property. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Landlord reserves the right to curtail, suspend, interrupt and/or stop the
          supply of water, sewer service, electrical current and other services, and to
          curtail, suspend, interrupt and/or stop use of entrances and/or lobbies serving
          access to the Building, without thereby incurring any liability to Tenant, when
          necessary by reason of accident or emergency, or for repairs, alterations,
          replacements or improvements in the reasonable judgment of Landlord desirable or
          necessary, or when prevented from supplying such services or use by strikes,
          lockouts, difficulty in obtaining materials, accidents or any other cause beyond
          Landlord&#146;s control, or by laws, orders or inability, by exercise of
          reasonable diligence, to obtain electricity, water, gas, steam, coal, oil or
          other suitable fuel or power. No diminution or abatement of rent or other
          compensation, nor any direct, indirect or consequential damages shall or will be
          claimed by Tenant as a result of, nor shall this Lease or any of the obligations
          of Tenant be affected or reduced by reason of any such interruption,
          curtailment, suspension or stoppage in the furnishing of the foregoing services
          or use, irrespective of the cause thereof. Failure or omission on the part of
          Landlord to furnish any of the foregoing services or use shall not be construed
          as an eviction of Tenant, actual or constructive, nor entitle Tenant to an
          abatement of rent, nor to render the Landlord liable in damages, nor release
          Tenant from prompt fulfillment of any of its covenants under this Lease;
          provided, however, that Landlord agrees to take reasonable steps to diminish the
          effect of any interruption, curtailment, suspension or stoppage in the
          furnishing of such services and to arrange for the restoration of such services
          as soon as is reasonably practicable. Notwithstanding anything contained in this
          Lease to the contrary, in the event that, through no fault of Tenant, its
          agents, employees, invitees or contractors, the Landlord fails to or is unable
          to fulfill any of its obligations under this Lease or furnish services or
          utilities to the Premises such that Tenant is materially unable to use the
          Premises (or a portion thereof) for the conduct of its business for a period
          longer than 102 consecutive days, Basic Rent andEscalation Charges shall abate
          in proportion to and to the extent of such material interference and such
          unusable portion. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.6 ELECTRICITY. (a) Tenant shall
purchase and receive electric current for the Premises directly from the public utility
corporation serving the Building and Landlord shall permit Landlord&#146;s existing wires,
risers, conduits and other electrical equipment of Landlord to be used for such purpose.
Tenant covenants and agrees that its use of electric current shall not, unless metered
solely and directly to Tenant, exceed two (2) watts per square foot of Premises Rentable
Area, and in no event shall its total connected load exceed the maximum load from time to
time permitted by applicable governmental regulations. Landlord shall not in any way be
liable or responsible to Tenant for any loss or damage or expense which Tenant may sustain
or incur if during the Term of this Lease, either the quantity or character of electric
current is changed or electric current is no longer available or suitable for
Tenant&#146;s requirements due to a factor or cause beyond Landlord&#146;s control. Tenant
shall pay all charges for electricity used or consumed in the Premises, including without
limitation, any and all electricity charges relating to the heating, ventilating and air
conditioning of the Premises. Landlord shall bear the cost of installation, repair and
maintenance of any electric meter to be used or installed in the Premises. In the event
that the electrical service to the Premises cannot be metered separately then shall pay
its proportionate share of the electricity costs to the Building. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          In order to insure that the foregoing requirements are not exceeded and to avert
          possible adverse affect on the Building&#146;s electrical system, Tenant shall
          not, without Landlord&#146;s prior consent, connect any fixtures, appliances or
          equipment to the Building&#146;s electrical distribution system other than
          typewriters, computers, word processors, photocopiers, and other similar
          customary office equipment, and equipment used for light manufacturing, without
          the prior written consent of the Landlord. From time to time during the Term of
          this Lease, Landlord shall have the right to have an electrical consultant
          selected by Landlord make a survey of Tenant&#146;s electric usage, the result
          of which shall be conclusive and binding upon Landlord and Tenant. In the event
          that such survey shows that Tenant has exceeded the requirements set forth in
          paragraph (a), in addition to any other rights Landlord may have hereunder,
          Tenant shall, upon demand, reimburse Landlord for the costs of such survey. </FONT></P>

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<A NAME=A029></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE VIII </FONT></P>

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<A NAME=A030></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>REAL ESTATE TAXES </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.1 PAYMENTS ON ACCOUNT OF REAL
ESTATE TAXES. (a) For the purposes of this Article, the term &#147;Tax Year&#148; shall
mean the calendar year 2003 and each calendar year thereafter commencing during the Term
of this Lease; and the term &#147;Taxes&#148; shall mean real estate taxes assessed with
respect to the Property for any Tax Year, but specifically excluding income, franchise,
inheritance, estate, transfer and conveyance taxes, and any penalties or interest assessed
by reason of Landlord&#146;s failure to pay taxes when due. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Tenant shall pay to Landlord an amount equal to Taxes for the current calendar
          year multiplied by Tenant&#146;s Proportionate Share as defined in Article I,
          such amount to be apportioned for any fraction of a Tax Year in which the
          Commencement Date falls or the Term of this Lease ends. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Estimated payments by Tenant on account of Taxes shall be made monthly and at
          the time and in the fashion herein provided for the payment of Basic Rent. The
          monthly amount so to be paid to Landlord shall be sufficient to provide Landlord
          by the time real estate tax payments are due a sum equal to Tenant&#146;s
          required payments, as estimated by Landlord from time to time, on account of
          Taxes for the then current Tax Year. Within thirty (30) days after each Tax
          Year, Landlord shall promptly advise Tenant of the amount of Taxes actually
          billed for such Tax Year, together with reasonable supporting documentation, and
          the computation of Tenant&#146;s payment on account thereof. If the estimated
          payments theretofore made by Tenant for the Tax Year covered by such bills
          exceed the required payments on account thereof for such Year, Landlord shall
          credit the amount of overpayment against subsequent obligations of Tenant on
          account of Taxes (or refund such overpayment if the Term of this Lease has ended
          and Tenant has no further obligation to Landlord); but if Tenant&#146;s required
          payments for such Tax Year are greater than the estimated payments theretofore
          made on account thereof for such Tax Year, Tenant shall make payment to Landlord
          within thirty (30) days after being so advised by Landlord. Landlord shall have
          the same rights and remedies for the non-payment by Tenant of any payments due
          on account of Taxes as Landlord has hereunder for the failure of Tenant to pay
          Basic Rent. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.2 ALTERNATE TAXES. (a) If some
method or type of taxation shall replace the current method of assessment of real estate
taxes in whole or in part, or the type thereof, or if additional types of taxes are
imposed upon the Property or Landlord relating to the Property (other than income,
franchise, inheritance, estate, transfer or conveyance taxes), Tenant agrees that Tenant
shall pay its Proportionate Share of the same as an additional charge computed in a
fashion consistent with the method of computation herein provided, to the end that
Tenant&#146;s share thereof shall be, to the maximum extent practicable, comparable to
that which Tenant would bear under the foregoing provisions. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          If a tax (other than Federal or State net income tax) is assessed on account of
          the rents or other charges payable by Tenant to Landlord under this Lease,
          Tenant agrees to pay the same as an additional charge within ten (10) days after
          billing therefor, unless applicable law prohibits the payment of such tax by
          Tenant. </FONT></P>

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<A NAME=A031></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE IX </FONT></P>

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<A NAME=A032></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>OPERATING EXPENSES </FONT></P>

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

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Operating Year: The calendar year 2003, and each calendar year thereafter in
          which any part of the Term of this Lease shall fall, including any extended
          term. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Operating Expenses: The aggregate costs or expenses actually incurred by
          Landlord with respect to the operation, administration, cleaning, repair,
          maintenance and management of the Property (but specifically excluding Utility
          Expenses and Real Estate Taxes) all as set forth in Exhibit C annexed hereto,
          provided that, if during any portion of the Operating Year for which Operating
          Expenses are being computed, less than all of Building Rentable Area was
          occupied by tenants or if Landlord is not supplying all tenants with the
          services being supplied hereunder, the actual Operating Expenses for such
          Operating Year and the Base Operating Expenses shall be reasonably extrapolated
          by Landlord on an item by item basis to the estimated Operating Expenses that
          would have been incurred if the Building were fully occupied for such Years and
          such services were being supplied to all tenants, and such extrapolated amount
          shall, for the purposes hereof, be deemed to be the Operating Expenses for such
          Year and the Base Operating Expenses, as the case may be. Landlord shall use
          best efforts to obtain separate invoices for Operating Expenses which pertain to
          each of the buildings comprising Tech Plaza (as defined below), as compared to
          Tech Plaza as a whole. If Landlord is unable to obtain a separate invoice
          limited to the Building for any item is properly included in the calculation of
          Operating Expenses as compared to the entire Tech Plaza, and such item does in
          fact benefit the Building, then Landlord shall equitably and reasonably allocate
          such expenses among the buildings in Tech Plaza on the basis of the leasable
          square footage of each such building. &#147;Tech Plaza&#148; shall consist of
          the three (3) office buildings and parking areas adjacent thereto, together with
          the land on which the same is situated, all under the common ownership of
          Landlord and commonly known as Tech Plaza 2 Office Building, Tech Plaza 3 Office
          Building and Tech Plaza 4 Office Building located at 55 and 76 Hammarlund Way,
          and 88 Silva Lane, all in Middletown, Rhode Island. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Utility Expenses: The aggregate costs or expenses reasonably incurred by
          Landlord with respect to supplying electricity (other than electricity supplied
          to those portions of the Building leased to tenants), oil, steam, gas, water and
          sewer and other utilities supplied to the Property and not paid for directly by
          tenants, provided that, if during any portion of the Operating Year for which
          Utility Expenses are being computed, less than all Building Rentable Area was
          occupied by tenants or if Landlord is not supplying all tenants with the
          utilities being supplied hereunder, actual Utility Expenses for such Operating
          Year and Base Utility Expenses shall be reasonably extrapolated by Landlord on
          an item-by-item basis to the estimated Utility Expenses that would have been
          incurred if the Building were fully occupied for such Years and such utilities
          were being supplied to all tenants, and such extrapolated amount shall, for the
          purposes hereof, be deemed to be the Utility Expenses for such Year and the Base
          Utility Expenses, as the case may be. </FONT></P>

9.2      TENANT'S PAYMENTS

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Tenant shall pay to Landlord an amount equal to the Operating Expenses for each
          Operating Year multiplied by Tenant&#146;s Proportionate Share as defined in
          Article I, such amount to be apportioned for any partial Operating Year in which
          the Commencement Date falls or the Term of this Lease, including any extended
          term, ends. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Tenant shall pay to Landlord an amount equal to the Utility Expenses for each
          Operating Year multiplied by Tenant&#146;s Proportionate Share as defined in
          Article I, such amount to be apportioned for any partial Operating Year in which
          the Commencement Date falls or the Term of this Lease, including any extended
          term, ends. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Estimated payments by Tenant on account of Operating Expenses and Utility
          Expenses shall be made monthly and at the time and in the fashion herein
          provided for the payment of Basic Rent. The monthly amount so to be paid to
          Landlord shall be sufficient to provide Landlord by the end of each Operating
          Year a sum equal to Tenant&#146;s required payments, as estimated by Landlord
          from time to time during each Operating Year, on account of Operating Expenses
          and Utility Expenses for such Operating Year. After the end of each Operating
          Year, Landlord shall submit to Tenant a detailed accounting of Operating
          Expenses and Utility Expenses for such Year and Landlord shall certify to the
          accuracy thereof. If estimated payments theretofore made for such Year by Tenant
          exceed Tenant&#146;s required payment on account thereof for such Year,
          according to such statement, Landlord shall credit the amount of overpayment
          against subsequent obligations of Tenant with respect to Operating Expenses and
          Utility Expenses (or refund such overpayment if the Term of this Lease has ended
          and Tenant has no further obligation to Landlord), but, if the required payments
          on account thereof for such Year are greater than the estimated payments (if
          any) theretofore made on account thereof for such Year, Tenant shall make
          payment to Landlord within thirty (30) days after being so advised by Landlord.
          Landlord shall have the same rights and remedies for the nonpayment by Tenant of
          any payments due on account of Operating Expenses and Utility Expenses as
          Landlord has hereunder for the failure of Tenant to pay Basic Rent. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Tenant shall have the right to cause Landlord&#146;s determination of any of the
          Escalation Charges to be audited by an auditor reasonably acceptable to
          Landlord. The determination by such auditor shall be prima facie evidence of the
          proper amount of such Escalation Charges. If such audit shall indicate that
          Landlord&#146;s determination of any of the foregoing is (i) overstated, or (ii)
          understated, then in the case of (i) Landlord shall credit the difference
          against monthly installments of Basic Rent or Escalation Charges next thereafter
          coming due (or refund the difference if the Lease Term has ended and Tenant has
          no further obligation to Landlord), or in the case of (ii) Tenant shall pay to
          Landlord the amount of such excess. If as a result of any such audit it is
          determined that the Escalation Charges charged to Tenant are at least three (3%)
          percent more than should have been properly charged to Tenant, Landlord shall be
          responsible for the reasonable cost of any such audit. </FONT></P>

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<A NAME=A033></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE X </FONT></P>

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<A NAME=A034></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INDEMNITY AND PUBLIC
LIABILITY INSURANCE </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.1 TENANT&#146;S INDEMNITY. To the
maximum extent this agreement may be made effective according to law, Tenant agrees to
defend, indemnify and save harmless Landlord from and against all claims, loss, liability,
costs and damages of whatever nature arising from any Default by Tenant under this Lease
and to the extent not due to the fault of Landlord or those acting by or under Landlord,
the following: (a) from any accident, injury, death or damage whatsoever to any person, or
to the property of any person, occurring in the Premises; (ii) from any accident, injury,
death or damage occurring outside of the Premises but on the Property, where such
accident, damage or injury results from an act or omission on the part of Tenant or
Tenant&#146;s agents, employees, invitees or independent contractors; or (iii) in
connection with the conduct or management of the Premises or of any business, or any thing
or work whatsoever done, or any condition created by Tenant in or about the Premises; and,
in any case, occurring after the date of this Lease, until the end of the Term of this
Lease, and thereafter so long as Tenant is in occupancy of the Premises. This indemnity
and hold harmless agreement shall include indemnity against all costs, expenses and
liabilities incurred in, or in connection with, any such claim or proceeding brought
thereon, and the defense thereof, including, without limitation, reasonable
attorneys&#146; fees and costs at both the trial and appellate levels. The provisions of
this Section 10.1 shall survive the expiration or any earlier termination of this Lease. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.2 PUBLIC LIABILITY INSURANCE.
Tenant agrees to maintain in full force from the date upon which Tenant first enters the
Premises for any reason, throughout the Term of this Lease, and thereafter so long as
Tenant is in occupancy of any part of the Premises, a policy of general liability and
property damage insurance (including broad form contractual liability, independent
contractor&#146;s hazard and completed operations coverage) under which Landlord, Manager
(and such other persons as are in privity of estate with Landlord as may be set out in
notice from time to time) and Tenant are named as additional insureds, and under which the
insurer agrees to defend, indemnify and hold Landlord, Manager, and those in privity of
estate with Landlord, harmless from and against all cost, expense and/or liability arising
out of or based upon any and all claims, accidents, injuries and damages set forth in
Section 10.1. Each such policy shall be non-cancelable and non-amendable with respect to
Landlord, Manager, and Landlord&#146;s said designees without thirty (30) days, prior
notice to Landlord and shall be in at least the amount of the Initial Public Liability
Insurance specified in Section 1.3 or such greater amounts as Landlord shall from time to
time reasonably request, and a duplicate original or certificate thereof shall be
delivered to Landlord. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.3 TENANT&#146;S RISK. To the
maximum extent this agreement may be made effective according to law, Tenant agrees to use
and occupy the Premises and to use such other portions of the Property as Tenant is herein
given the right to use at Tenant&#146;s own risk; and Landlord shall have no
responsibility or liability for any loss of or damage to Tenant&#146;s Removable Property
or for any inconvenience, annoyance, interruption or injury to business arising from
Landlord&#146;s making any repairs or changes which Landlord is permitted by this Lease or
required by law to make in or to any portion of the Premises or other sections of the
Property, or in or to the fixtures, equipment or appurtenances thereof. Tenant shall carry
&#147;all-risk&#148; property insurance on a &#147;replacement cost&#148; basis (including
so-called improvements and betterments), and provide a waiver of subrogation as required
in Section 14.20. The provisions of this Section 10.3 shall be applicable from and after
the execution of this Lease and until the end of the Term of the Lease, and during such
further period as Tenant may use or be in occupancy of any part of the Premises or of the
Building. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.4 INJURY CAUSED BY THIRD PARTIES.
To the maximum extent this agreement may be made effective according to law, Tenant agrees
that Landlord shall not be responsible or liable to Tenant, or to those claiming by,
through or under Tenant, for any loss or damage that may be occasioned by or through the
acts or omissions of persons occupying adjoining premises or any part of the premises
adjacent to or connecting with the Premises or any part of the Property or otherwise. The
provisions of this Section 10.4 shall survive the expiration or any earlier termination of
this Lease. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.5 LANDLORD&#146;S INSURANCE.
Landlord shall carry at all times during the term of the Lease with respect to the
Building and the Property, insurance against loss or damage from fire and other casualties
ordinarily included in a standard extended coverage or &#147;all risks&#148; endorsement.
Such insurance shall be in an amount equal to at least the replacement value of said
Building, issued by companies qualified to do business in the State of Rhode Island, and
shall provide a waiver of subrogation as required in section 16.20 </FONT></P>

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<A NAME=A035></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE XI </FONT></P>

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<A NAME=A036></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>LANDLORD&#146;S ACCESS
TO PREMISES </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Landlord shall have the right to
enter the Premises at all reasonable hours provided such entry is in the presence of an
authorized representative of Tenant for the purpose of inspecting or making repairs to the
same, or to show the Premises to prospective or existing mortgagees and purchasers and,
during the last six (6) months of the Term, as the same may be extended, to prospective
tenants. </FONT></P>

                                            ARTICLE XII

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<A NAME=A037></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FIRE, EMINENT DOMAIN,
ETC. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12.1 ABATEMENT OF RENT. If the
Premises shall be damaged by fire or casualty, Basic Rent and Escalation Charges and any
other Rent payable by Tenant shall abate proportionately for the period in which, by
reason of such damage, there is material interference with Tenant&#146;s use of the
Premises, having regard to the extent to which Tenant may be required to discontinue
Tenant&#146;s use of all or a portion of the Premises, but such abatement or reduction
shall end if and when Landlord shall have substantially restored the Premises (excluding
any alterations, additions or improvements made by Tenant pursuant to Section 5.2) to the
condition in which they were prior to such damage. If the Premises shall be affected by
any exercise of the power of eminent domain, Basic Rent and Escalation Charges and any
other Rent payable by Tenant shall be justly and equitably abated and reduced according to
the nature and extent of the loss of use thereof suffered by Tenant. In no event shall
Landlord have any liability for damages to Tenant for inconvenience, annoyance, or
interruption of business arising from such fire, casualty or eminent domain. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12.2 LANDLORD&#146;S RIGHTS OF
TERMINATION. If the Premises or the Building are substantially damaged by fire or casualty
(the term &#147;substantially damaged&#148; meaning damage of such a character that the
same cannot, in ordinary course, reasonably be expected to be repaired within sixty (60)
days from the time the repair work would commence), or if any part of the Building is
taken by any exercise of the right of eminent domain, then Landlord shall have the right
to terminate this Lease (even if Landlord&#146;s entire interest in the Premises may have
been divested) by giving notice of Landlord&#146;s election so to do within sixty (60)
days after the occurrence of such casualty or the effective date of such taking, whereupon
this Lease shall terminate thirty (30) days after the date of such notice with the same
force and effect as if such date were the date originally established as the expiration
date hereof </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12.3 RESTORATION. If this Lease shall
not be terminated pursuant to Section 12.2, Landlord shall thereafter use due diligence to
restore the Premises (excluding any alterations, additions or improvements made by Tenant)
to proper condition for Tenant&#146;s use and occupation, provided that Landlord&#146;s
obligation shall be limited to the amount of insurance proceeds available therefor. If for
any reason, such restoration shall not be substantially completed within three (3) months
after the expiration of the 60-day period referred to in Section 12.2 (which three-month
period may be extended for such periods of time as Landlord is prevented from proceeding
with or completing such restoration for any cause beyond Landlord&#146;s reasonable
control, but in no event for more than an additional three months), Tenant shall have the
right to terminate this Lease by giving notice to Landlord thereof within thirty (30) days
after the expiration of such period (as so extended). Upon the giving of such notice, this
Lease shall cease and come to an end without further liability or obligation on the part
of either party unless, within such 30-day period, Landlord substantially completes such
restoration. Such right of termination shall be Tenant&#146;s sole and exclusive remedy at
law or in equity for Landlord&#146;s failure so to complete such restoration. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12.4 AWARD. Landlord shall have and
hereby reserves and excepts, and Tenant hereby grants and assigns to Landlord, all rights
to recover for damages to the Property and the leasehold interest hereby created, and to
compensation accrued or hereafter to accrue by reason of such taking, damage or
destruction, and by way of confirming the foregoing, Tenant hereby grants and assigns, and
covenants with Landlord to grant and assign to Landlord, all rights to such damages or
compensation. Nothing contained herein shall be construed to prevent Tenant from, at its
sole cost and expense, prosecuting a separate condemnation proceeding with respect to a
claim for the value of any of Tenant&#146;s Removable Property installed in the Premises
by Tenant at Tenant&#146;s expense, Tenant&#146;s trade fixtures and for relocation
expenses, provided that such action shall not affect the amount of compensation otherwise
recoverable by Landlord from the taking authority. </FONT></P>

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<A NAME=A038></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE XIII </FONT></P>

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<A NAME=A039></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>DEFAULT </FONT></P>

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

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Tenant shall fail to pay the Basic Rent, Real Estate Taxes, Operating Expenses,
          Utility Expenses or other sums payable as additional charges hereunder within
          ten (10) days after written notice; provided, however, that no such notice shall
          be required upon the second such failure within any 365 day period; or </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Tenant shall neglect or fail to perform or observe any other covenant herein
          contained on Tenant&#146;s part to be performed or observed, or Tenant shall
          desert or abandon the Premises or the Premises shall become, vacant (regardless
          whether the keys shall have been surrendered or the rent and all other sums due
          shall have been paid), and Tenant shall fail to remedy the same within thirty
          (30) days after notice to Tenant specifying such neglect or failure, or if such
          failure is of such a nature that Tenant cannot reasonably remedy the same within
          such thirty (30) day period, Tenant shall fail to commence promptly to remedy
          the same and to prosecute such remedy to completion with diligence and
          continuity; or </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Tenant&#146;s leasehold interest in the Premises shall be taken on execution or
          by other process of law directed against Tenant; or </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Tenant shall make an assignment for the benefit of creditors or shall file a
          voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent,
          or shall file any petition or answer seeking any reorganization, arrangement,
          composition, readjustment, liquidation, dissolution or similar relief for itself
          under any present or future Federal, State or other statute, law-or regulation
          for the relief of debtors, or shall seek or consent to or acquiesce in the
          appointment of any trustee, receiver or liquidator of Tenant or of all or any
          substantial part of its properties, or shall admit in writing its inability to
          pay its debts generally as they become due; or </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          A petition shall be filed against Tenant in bankruptcy or under any other law
          seeking any reorganization, arrangement, composition, readjustment, liquidation,
          dissolution, or similar relief under any present or future Federal, State or
          other statute, law or regulation and shall remain undismissed or unstayed for an
          aggregate of sixty (60) days (whether or not consecutive), or if any debtor in
          possession (whether or not Tenant), trustee, receiver or liquidator of Tenant or
          of all or any substantial part of its properties or of the Premises shall be
          appointed without the consent or acquiescence of Tenant and such appointment
          shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether
          or not consecutive); then, (1) if such Default of Tenant shall occur prior to
          the Commencement Date, this Lease shall ipso facto, and without further act on
          the part of Landlord, terminate, and (2) if such Default of Tenant shall occur
          and be continuing after the Commencement Date, Landlord may terminate this Lease
          by notice to Tenant, and thereupon this Lease shall come to an end as fully and
          completely as if such date were the date herein originally fixed for the
          expiration of the Term of this Lease, and Tenant will then quit and surrender
          the Premises to Landlord, but Tenant shall remain liable as hereinafter
          provided. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          If this Lease shall be terminated as provided in this Article, or if any
          execution or attachment shall be issued against Tenant or any of Tenant&#146;s
          property whereupon the Premises shall be taken or occupied by someone other than
          Tenant, then Landlord may, without notice, re-enter the Premises, either by
          summary proceedings, ejectment or otherwise in accordance with applicable law,
          and remove and dispossess Tenant and all other persons and any and all property
          from the same, as if this Lease had not been made, and Tenant hereby waives the
          service of notice of intention to re-enter or to institute legal proceedings to
          that end. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          In the event of any termination, Tenant shall pay the Basic Rent, Real Estate
          Taxes, Operating Expenses, Utility Expenses and other sums payable hereunder up
          to the time of such termination, and thereafter Tenant, until the end of what
          would have been the Term of this Lease in the absence of such termination, and
          whether or not the Premises shall have been relet, shall be liable to Landlord
          for, and shall pay to Landlord, as liquidated current damages, the Basic Rent,
          Real Estate Taxes, Operating Expenses, Utility Expenses and other sums which
          would he payable hereunder if such termination had not occurred, less the net
          proceeds, if any, of any reletting of the Premises, after deducting all
          reasonable expenses in connection with such reletting, including, without
          limitation, all repossession costs, brokerage commissions, legal expenses,
          attorneys, fees, advertising, expenses of employees, alteration costs and
          expenses of preparation for such reletting. Tenant shall pay such current
          damages to Landlord monthly on the days which the Basic Rent would have been
          payable hereunder if this Lease had not been terminated. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          At any time after such termination, whether or not Landlord shall have collected
          any such current damages, as liquidated final damages and in lieu of all such
          current damages beyond the date of such demand, at Landlord&#146;s election
          Tenant shall pay to Landlord an amount equal to the excess, if any, of the Basic
          Rent, Real Estate Taxes, Operating Expenses, Utility Expenses and other sums as
          hereinbefore provided which would be payable hereunder from the date of such
          demand (assuming that, for the purposes of this paragraph, annual payments by
          Tenant on account of Taxes, Utility Expenses and Operating Expenses would be the
          same as the payments required for the immediately preceding Operating or Tax
          Year) for what would be the then unexpired Term of this Lease if the same had
          remained in effect, over the then fair net rental value of the Premises for the
          same period. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          In the case of any Default by Tenant, re-entry, expiration and dispossession by
          summary proceeding or otherwise, Landlord may (i) re-let the Premises or any
          part or part thereof, either in the name of Landlord or otherwise, for a term or
          terms which may at Landlord&#146;s option be equal to or less than or exceed the
          period, which would otherwise have constituted the balance of the Term of this
          Lease and may grant concessions or free rent to the extent that Landlord
          considers advisable and necessary to re-let the same and which are commercially
          reasonable and (ii) may make such reasonable alterations, repairs and
          decorations in the Premises as Landlord in its sole judgment considers advisable
          and necessary for the purpose of reletting the Premises; and the making of such
          alterations, repairs and decorations shall not operate or be construed to
          release Tenant from liability hereunder as aforesaid, Landlord shall in no event
          be liable in any way whatsoever for failure to re-let the Premises, or, in the
          event that the Premises are re-let, for failure to collect the rent under such
          re-letting. Tenant hereby expressly waives any and all rights of redemption
          granted by or under any present or future laws in the event of Tenant being
          evicted or dispossessed, or in the event of Landlord obtaining possession of the
          Premises, by reason of the violation by Tenant of any of the covenants and
          conditions of this Lease. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The specified remedies to which Landlord may resort hereunder are not intended
          to be exclusive of any remedies or means of redress to which Landlord may at any
          time be entitled to lawfully, and Landlord may invoke any remedy (including the
          remedy of specific performance) allowed at law or in equity as if specific
          remedies were not herein provided for. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          All costs and expenses incurred by or on behalf of either party (including,
          without limitation, attorneys&#146; fees and expenses) in successfully enforcing
          its rights hereunder or occasioned by any Default of Tenant or default by
          landlord, as the case may be, shall be paid by the non-defaulting party. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.2 LANDLORD&#146;S DEFAULT.
Landlord shall in no event be in default of the performance of any of Landlord&#146;s
obligations hereunder unless and until Landlord shall have unreasonably failed to perform
such obligation within a period of time reasonably required to correct any such default,
after notice by Tenant to Landlord specifying wherein Landlord has failed to perform any
such obligations.; provided, however, that the provisions of this Section shall not apply
to Section 4.1. </FONT></P>

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<A NAME=A040></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE XIV </FONT></P>

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<A NAME=A041></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXTENSION OPTION </FONT></P>

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<A NAME=A042></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>OPTION TO EXTEND. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Provided
that, at the time of each such exercise, (i) this Lease is in full force and effect, and
(ii) no Default of Tenant shall have occurred and be continuing (either at the time of
exercise or at the commencement of an Extended Term), Tenant shall have the right and
option to extend the Term of this Lease for one extended term ( the &#147;Extended
Term&#148;) of three (3) years by giving written notice to Landlord not later than one
hundred eighty (180) days prior to the expiration date of the original Term. The effective
giving of such notice of extension by Tenant shall automatically extend the Term of this
Lease for the Extended Term, and no instrument of renewal or extension need be executed.
In the event that Tenant fails timely to give such notice to Landlord, this Lease shall
automatically terminate at the end of the original Term, and Tenant shall have no further
option to extend the Term of this Lease. The Extended Term shall commence on the day
immediately succeeding the expiration date of the original Term, and shall end on the day
immediately preceding the third (3rd) anniversary of the first day of the Extended Term.
The Extended Term shall be on all the terms and conditions of this Lease, except: (i)
during the Extended Term, Tenant shall have no further option to extend the Term, and (ii)
the Basic Rent for the Extended Term shall be as indicated in Article I of this Lease. </FONT></P>

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<A NAME=A043></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE XV </FONT></P>

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<A NAME=A044></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>RIGHT OF FIRST OFFER </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          Tenant shall have a (&#147;Right of First Offer&#148;) to lease up to ten
          thousand (10,000) rentable square feet of space abutting the Premises (the
          &#147;First Offer Space&#148;), subject to the rights of any Current Occupant.
          The &#147;Current Occupant&#148; shall be the tenant who occupies such First
          Offer Space as of the date of this Lease. In no event shall the Right of First
          Offer arise until the Current Occupant of the First Offer Space or any affiliate
          thereof elects not to continue in occupancy of the space in question, regardless
          of whether the Current Occupant has extension rights contained in its lease. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Landlord agrees not to lease the
First Offer Space to another tenant during the first six (6) months of the initial Term of
this Lease. Prior to offering any First Offer Space to any unrelated third party other
than a Current Occupant, Landlord will notify Tenant of its plans to so lease the First
Offer Space. Landlord&#146;s notice shall specify the square footage of the space, the
Basic Rent applicable to such space and the date of availability. Tenant will notify
Landlord within ten (10) business days of Landlord&#146;s notice if Tenant wishes to lease
such First Offer Space from Landlord on the terms and conditions so specified and
otherwise on substantially the same terms and conditions as contained in this Lease. If
Tenant notifies Landlord that it wishes to lease the First Offer Space, Landlord and
Tenant shall execute a mutually amendment to this Lease within ten (10) business days
incorporating the First Offer Space and such additional terms and conditions applicable
thereto. If Tenant fails to notify Landlord within said ten (10) business day period that
Tenant intends to lease such First Offer Space, Landlord shall be entitled to lease such
space to any third party on terms and conditions not materially different then the terms
and conditions contained in Landlord&#146;s notice to Tenant. </FONT></P>

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<A NAME=A045></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE XVI </FONT></P>

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<A NAME=A046></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>MISCELLANEOUS PROVISIONS </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.1 HAZARDOUS USE. Tenant covenants
and agrees that Tenant will not do or permit anything to be done in or upon the Premises,
or bring in anything or keep anything therein, which shall increase the rate of property
or liability insurance on the Premises or of the Building above the standard rate
applicable to premises being occupied for Permitted Uses; and Tenant further agrees that,
in the event that Tenant shall do any of the foregoing, Tenant will promptly pay to
Landlord, on demand any such increase resulting therefrom, which shall be due and payable
as an additional charge hereunder. The Landlord confirms that the use of propane gas as
described herein will not be considered an extra hazardous use; provided that tenant uses
such propane gas in accordance with all applicable federal, state and local laws. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.2 WAIVER (a) Failure on the part
of Landlord or Tenant to complain of any action or non-action on the part of any other, no
matter how long the same may continue, shall never be a waiver by Tenant or Landlord,
respectively, of any of the other&#146;s rights hereunder. Further, no waiver at any time
of any of the provisions hereof by Landlord or Tenant shall be construed as a waiver of
any of the other provisions hereof, and a waiver at any time of any of the provisions
hereof shall not be construed as a waiver at any subsequent time of the same provisions.
The consent or approval of Landlord or Tenant to or of any action by the other requiring
such consent or approval shall not be construed to waive or render unnecessary
Landlord&#146;s or Tenant&#146;s consent or approval to or of any subsequent similar act
by the other. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          No payment by Tenant, or acceptance by Landlord, of a lesser amount than shall
          be due from Tenant to Landlord shall be treated otherwise than as a payment on
          account of the earliest installment of any payment due from Tenant under the
          provisions hereof. The acceptance by Landlord of a check for a lesser amount
          with an endorsement or statement thereon, or upon any letter accompanying such
          check, that such lesser amount is payment in full, shall be given no effect, and
          Landlord may accept such check without prejudice to any other rights or remedies
          which Landlord may have against Tenant. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.3 COVENANT OF QUIET ENJOYMENT.
Tenant, subject to the terms and provisions of this Lease, on payment of the Basic Rent
and Escalation Charges and observing, keeping and performing all of the other terms and
provisions of this Lease on Tenant&#146;s part to be observed, kept and performed, shall
lawfully, peaceably and quietly have, hold, occupy and enjoy the Premises during the term
hereof without hindrance or ejection by any persons lawfully claiming under Landlord to
have title to the Premises superior to Tenant; the foregoing covenant of quiet enjoyment
is in lieu of any other covenant, express or implied.. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.4 LANDLORD&#146;S LIABILITY. (a)
Tenant specifically agrees to look solely to Landlord&#146;s then equity interest in the
Property at the time owned, for recovery of any judgment from Landlord; it being
specifically agreed that Landlord (original or successor) shall never be personally liable
for any such judgment, or for the payment of any monetary obligation to Tenant. The
provision contained in the foregoing sentence is not intended to, and shall not, limit any
right that Tenant might otherwise have to obtain injunctive relief against Landlord or
Landlord&#146;s successors in interest, or to take any action not involving the personal
liability of Landlord (original or successor) to respond in monetary damages from
Landlord&#146;s assets other than Landlord&#146;s equity interest in the Property. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          With respect to any services or utilities to be furnished by Landlord to Tenant,
          Landlord shall in no event be liable for failure to furnish the same when
          prevented from doing because of a strike, lockout or other labor troubles,
          breakdown, accident, fire or other casualty, an order or regulation of or by any
          governmental authority, failure of supply, or inability by the exercise of
          reasonable diligence to obtain fuel, supplies, parts or labor necessary to
          furnish such services, war or other national emergency, or for any other cause
          which is beyond Landlord&#146;s reasonable control, or for any cause due to any
          act or neglect of Tenant or Tenant&#146;s servants, agents, employees, licensees
          or any person claiming by, through or under Tenant; nor shall any such failure
          give rise to any claim in Tenant&#146;s favor that Tenant has been evicted,
          either constructively or actually, partially or wholly; provided, however, that
          except as may be caused by Tenant or Tenant&#146;s servants, agents, employees,
          licensees or any person claiming by, through or under Tenant, Landlord shall use
          reasonable efforts to restore any such services or utilities. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          In no event shall Landlord ever be liable to Tenant for any loss of business or
          any other indirect or consequential damages suffered by Tenant from whatever
          cause. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          With respect to any repairs or restoration which are required or permitted to be
          made by Landlord, the same may be made during normal business hours and Landlord
          shall have no liability for damages to Tenant for inconvenience, annoyance or
          interruption of business arising therefrom provided Landlord exercises
          reasonable efforts to minimize any such inconvenience, annoyance or
          interruption. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.5.&nbsp;&nbsp;&nbsp;&nbsp;
          NOTICE TO MORTGAGEE OR GROUND LESSOR. After receiving notice from any person,
          firm or other entity that it holds a mortgage or a ground lease which includes
          the Premises, no notice from Tenant to Landlord alleging any default by Landlord
          shall be effective unless and until a copy of the same is given to such holder
          or ground lessor (provided Tenant shall have been furnished with the name and
          address of such holder or ground lessor), and the curing of any of
          Landlord&#146;s defaults by such holder or ground lessor shall be treated as
          performance by Landlord. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.6 ASSIGNMENT OF RENTS AND TRANSFER
OF TITLE. (a) With reference to any conditional assignment by Landlord of Landlord&#146;s
interest in this Lease, or the rents payable hereunder, conditional in nature or
otherwise, which assignment is made to the holder of a mortgage on property which includes
the Premises, Tenant agrees that the execution thereof by Landlord, and the acceptance
thereof by the holder of such mortgage, shall never be treated as an assumption by such
holder of any of the obligations of Landlord hereunder unless such holder shall, by notice
sent to Tenant, specifically otherwise elect and that, except as aforesaid, such holder
shall be treated as having assumed Landlord&#146;s obligations hereunder only upon
foreclosure of such holder&#146;s mortgage or the taking of possession of the Premises. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          In no event shall the acquisition of Landlord&#146;s interest in the Property by
          a purchaser which, simultaneously therewith, leases Landlord&#146;s entire
          interest in the Property back to the seller thereof be treated as an assumption
          by operation of law or otherwise, of Landlord&#146;s obligations hereunder, but
          Tenant shall look solely to such seller-lessee, and its successors from time to
          time in title, for performance of Landlord&#146;s obligations hereunder. In any
          such event, this Lease shall be subordinate to the lease to such purchaser
          provided that lessor-buyer recognizes Tenant&#146;s rights under this Lease and
          agrees not to disturb Tenant. For all purposes, such seller-lessee, and its
          successors in title, shall be the Landlord hereunder unless and until
          Landlord&#146;s position shall have been assumed by such purchaser-lessor;
          provided, however, that a termination of the lease between lessor-buyer and
          lessee-seller shall not cause a termination of this Lease. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Except as provided in paragraph (b) of this Section, in the event of any
          transfer of title to the Property by Landlord, Landlord shall thereafter be
          entirely freed and relieved from the performance and observance of all covenants
          and obligations hereunder which accrue after the transfer of title provided,
          that Landlord&#146;s successor agrees to perform and observe the covenants and
          obligations of Landlord hereunder. Landlord continue to remain responsible for
          the performance of covenants and obligations which accrue prior to such
          transfer. Notwithstanding the provisions of Section 16.4 hereof, Landlord shall
          be responsible to Tenant to the extent of the proceeds for the Property received
          by Landlord. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.7 RULES AND REGULATIONS. Tenant
shall abide by rules and regulations from time to time established by Landlord, it being
agreed that such rules and regulations will be established and applied by Landlord in a
non-discriminatory fashion, such that all rules and regulations shall be generally
applicable to other tenants of the Building of similar nature to the Tenant named herein.
Landlord agrees to use reasonable efforts to insure that any such rules and regulations
are uniformly enforced, but Landlord shall not be liable to Tenant for violation of the
same by any other tenant or occupant of the building, or persons having business with
them. In the event that there shall be any conflict between such rules and regulations and
the provisions of this Lease, the provisions of this Lease shall control. The rules and
regulations to be in effect as of the Commencement Date are attached hereto as Exhibit C. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.8 ADDITIONAL CHARGES. If Tenant
shall fail to pay when due any sums under this Lease designated or payable as an
additional charge, Landlord shall have the same rights and remedies as Landlord has
hereunder for failure to pay Basic Rent. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.9 INVALIDITY OF PARTICULAR
PROVISIONS. If any term or provision of this Lease, or the application thereof to any
person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of
this Lease, or the application of such term or provision to persons or circumstances other
than those as to which it is held invalid or unenforceable, shall not be affected thereby,
and each term and provision of this Lease shall be valid and be enforced to the fullest
extent permitted by Law. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.10 PROVISIONS BINDING, ETC. Except
as herein otherwise provided, the terms hereof shall be binding upon and shall inure to
the benefit of the successors and assigns, respectively, of Landlord and Tenant and, if
Tenant shall be an individual, upon and to his heirs, executors, administrators,
successors and assigns. Each term and each provision of this Lease to be performed by
Tenant shall be construed to be both a covenant and a condition. The reference contained
to successors and assigns of Tenant is not intended to constitute a consent to assignment
by Tenant, but has reference only to those instances in which Landlord may later give
consent to a particular assignment as required by those provisions of Article VI hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.11 RECORDING. Tenant agrees not to
record this Lease, but each party hereto agrees, on the request of the other, to execute a
so-called notice or memorandum of lease in form recordable and complying with applicable
law and reasonably satisfactory to Landlord&#146;s and Tenant&#146;s attorneys. In no
event shall such document set forth the rent or other charges payable by Tenant under this
Lease; and any such document shall expressly state that it is executed pursuant to the
provisions contained in this Lease, and is not intended to vary the terms and conditions
of this Lease. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.12 NOTICES. Whenever, by the terms
of this Lease, notices, consents or approvals shall or may by given either to Landlord or
to Tenant, such notices, consents or approvals shall be in writing and shall he sent by
registered or certified mail, return receipt requested, postage prepaid as follows. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>If intended for Landlord, addressed
to Landlord at Landlord&#146;s Original Address (or to such other address as may from time
to time hereafter be designated by Landlord by like notice). </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>If intended for Tenant, addressed to
Tenant at Tenant&#146;s Original Address until the Commencement Date and thereafter to the
Premises (or to such other address or addresses as may from time to time hereafter be
designated by Tenant by like notice) and a copy, when necessary pursuant to the terms of
Exhibit D, to Tenant&#146;s Creditor at Tenant&#146;s Creditor&#146;s Address. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>All such notices shall he effective
when deposited in the United States Mail within the Continental United States, provided
that the same are received in ordinary course at the address to which the same were sent. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.13 WHEN LEASE BECOMES BINDING. The
submission of this document for examination and negotiation does not constitute an offer
to lease, or a reservation of, or option for, the Premises, and this document shall become
effective and binding only upon the execution and delivery hereof by both Landlord and
Tenant. All negotiations, considerations, representations and understandings between
Landlord and Tenant are incorporated herein and this Lease expressly supersedes any
proposals or other written documents relating hereto. This Lease may be modified or
altered only by written agreement between Landlord and Tenant, and no act or omission of
any employee or agent of Landlord shall alter, change or modify any of the revisions
hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.14 PARAGRAPH HEADINGS. The
paragraph headings throughout this instrument are for convenience and reference only and
the words contained therein shall in no way be held to explain, modify, amplify or aid in
the interpretation, construction, or meaning of the provisions of this Lease. </FONT></P>

16.15    RIGHTS OF MORTGAGEE OR GROUND LESSOR
<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>.&nbsp;&nbsp;&nbsp;&nbsp;
          (a) This Lease shall be subordinate to any mortgage or ground lease from time to
          time encumbering the Premises, whether executed and delivered prior to or
          subsequent to the date of this Lease, if the holder of such mortgage or ground
          lease shall so elect provided that the holder thereof agrees not to disturb
          Tenant&#146;s possession of the Premises. If this Lease is subordinate to any
          mortgage or ground lease and the holder thereof (or successor) shall succeed to
          the interest of Landlord, at the election of such holder (or successor), Tenant
          shall attorn to such holder and this Lease shall continue in full force and
          effect between such holder (or successor) and Tenant provided that such
          successor agrees not to disturb Tenant&#146;s possession of the Premises. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Tenant agrees to execute such
instruments of subordination or attornment in confirmation of the foregoing agreement as
such holder may request provided that such holder executes an instrument agreeing not to
disturb Tenant&#146;s possession of the premises. Failure to comply with any such request
shall be deemed a Default of Tenant under this Lease. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          Landlord agrees to use reasonable efforts to obtain from the holder of each
          mortgage or ground lease encumbering the Premises an agreement in recordable in
          form, to the effect that in the event of foreclosure of or similar action taken
          under such mortgage or termination of such ground lease, this Lease shall not be
          terminated or disturbed by such mortgageholder or ground lessor or anyone
          claiming under such mortgageholder or ground lessor, so long as Tenant shall not
          be in default beyond any applicable grace and cure periods under this Lease. The
          form of any such agreement shall be the form as required by any such. It is
          agreed and understood that the provisions of this clause (b) shall only be
          applicable to the rights of the original Tenant named herein and such rights
          shall not inure to the benefit of, nor be applicable to, any successor or assign
          of Tenant. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.16 STATUS REPORT. Recognizing that
both parties may find it necessary to establish to third parties, such as accountants,
banks, mortgagees, ground lessors, or the like, the then current status of performance
hereunder, either party, on the request of the other made from time to time, will within
ten days after a written request, furnish to Landlord, or the holder of any mortgage or
ground lease encumbering the Premises, or to Tenant, as the case may be, a statement of
the status of any matter pertaining to this Lease, including, without limitation,
acknowledgement that (or the extent to which) each party is in compliance with its
obligations under the terms of this Lease. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.17 SECURITY DEPOSIT. (a) Landlord
acknowledges that it has received $5,357.50 as a security deposit (&#145;the Security
Deposit&#146;), as security for the faithful performance and observance by Tenant of the
terms, provisions and conditions of this Lease. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Landlord shall have the right from time to time without prejudice to any other
          remedy Landlord may have on account thereof, to apply all or part of the
          Security Deposit to Landlord&#146;s damages arising from, or to cure, any
          Default of Tenant. If Landlord shall so apply all or part of the Security
          Deposit, Tenant shall immediately deposit with Landlord the amount so applied.
          In the event there is no existing Default of Tenant at such time, Landlord shall
          promptly return any cash security deposit which it is holding, or so much
          thereof as shall theretofore not been applied in accordance with the terms of
          this Section 16.17, to Tenant on the expiration or earlier termination of the
          Term of this Lease and surrender of possession of the Premises by Tenant to
          Landlord at such time. While Landlord holds the Security Deposit, Landlord shall
          have no obligation to pay interest on the same and shall have the right to
          commingle the same with Landlord&#146;s other funds. If Landlord conveys
          Landlord&#146;s interest under this Lease, the Security Deposit, or any part
          thereof not previously applied, may be turned over by Landlord to
          Landlord&#146;s grantee, and, if so turned over, Tenant agrees to look solely to
          such grantee for proper application of the Security Deposit in accordance with
          the terms of this Section 16.17, and the return thereof in accordance therewith.
          The holder of a mortgage shall not be responsible to Tenant for the return or
          application of any cash security deposit delivered to Landlord in connection
          with this Lease, whether or not it succeeds to the position of Landlord
          hereunder unless such deposit shall have been received in hand by such holder. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.18 REMEDYING DEFAULTS. After the
expiration of any applicable notice and cure periods, Landlord shall have the right, but
shall not be required, to pay such sums or to do any act which requires the expenditure of
monies which may be necessary or appropriate by reason of the failure or neglect of Tenant
to perform any of the provisions of this Lease, and in the event of the exercise of such
right by Landlord, Tenant agrees to pay to Landlord forthwith upon demand all such sums,
together with interest thereon at a rate equal to 1.5% over the prime rate in effect from
time to time at Fleet Boston (but in no event less than 12%), as an additional charge. Any
payment of Basic Rent, Escalation Charges or other sums payable hereunder not paid when
due shall, at the option of Landlord, bear interest at a rate equal to 1.5% over the prime
rate in effect from time to time at Fleet Boston (but in no event less than 12%) from the
due date thereof and shall be payable forthwith on demand by Landlord, as an additional
charge. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.19 HOLDING OVER. Any holding over
by Tenant after the expiration of the Term of this Lease shall be treated as a daily
tenancy at sufferance at a rate equal to the then fair rental value of the Premises but in
no event less twice the sum of (i) Basic Rent and (ii) Escalation Charges in effect on the
expiration date. Otherwise, such holding over shall be on the terms and conditions set
forth in this Lease as far as applicable. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.20 WAIVER OF SUBROGATION. Insofar
as, and to the extent that, the following provision shall not make it impossible to secure
insurance coverage obtainable from responsible insurance companies doing business in the
locality in which the Property is located (even though extra premium may result therefrom)
Landlord and Tenant mutually agree that any property damage insurance carried by either
shall provide for the waiver by the insurance carrier of any right of subrogation against
the other, and they further mutually agree that, with respect to any damage to property,
the loss from which is covered by insurance then being carried by them, respectively, the
one carrying such insurance and suffering such loss releases the other of and from any and
all claims with respect to such loss to the extent of the insurance proceeds paid with
respect thereto. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.21 SURRENDER OF PREMISES. Upon the
expiration or earlier termination of the Term of this Lease, Tenant shall peaceably quit
and surrender to Landlord the Premises in neat and clean condition and in good order,
condition and repair, together with all alterations, additions and improvements which may
have been made or installed in, on or to the Premises prior to or during the Term of this
Lease, excepting only ordinary wear and use and damage by fire or other casualty for
which, under other provisions of this Lease, Tenant has no responsibility of repair and
restoration and taking by eminent domain. Tenant shall remove all of Tenant&#146;s
Removable Property and, to the extent specified by Landlord at the time Landlord approves
the installation thereof, all alterations and additions made by Tenant and all partitions
wholly within the Premises; and shall repair any damage to the Premises or the Building
caused by such removal. Any Tenant&#146;s Removable Property which shall remain in the
Building or on the Premises after the expiration or termination of the Term of this Lease
shall be deemed conclusively to have been abandoned, and either may be retained by
Landlord as its property or may be disposed of in such manner as Landlord may see fit, at
Tenant&#146;s sole cost and expense. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A047></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.22 [Intentionally
deleted] </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.23 BROKERAGE. Tenant warrants and
represents that Tenant has dealt with no broker in connection with the consummation of
this Lease other than CB Richard Ellis-N.E., LP (the &#147;Broker&#148;), and, in the
event of any brokerage claims against Landlord predicated upon prior dealings with Tenant,
Tenant agrees to defend the same and indemnify Landlord against any such claim (except any
claim by the Brokers). Provided this Lease is fully-executed and exchanged between the
parties, Landlord shall pay the brokerage commission due to the Broker pursuant to a
separate agreement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.24.&nbsp;&nbsp;&nbsp;&nbsp;
          HAZARDOUS MATERIALS. Tenant shall not (either with or without negligence) cause
          or permit the escape, disposal, release or threat of release of any biologically
          or chemically active or other Hazardous Materials (as said term is hereafter
          defined) on, in, upon or under the Property or the Premises. Tenant shall not
          allow the generation, storage, use or disposal of such Hazardous Materials in
          any manner not sanctioned by law or by the highest standards prevailing in the
          industry for the generation, storage, use and disposal of such Hazardous
          Materials, nor allow to be brought into the Property any such Hazardous
          Materials except for use in the ordinary course of Tenant&#146;s business, and
          then only after written notice is given to Landlord of the identity of such
          Hazardous Materials; provided, however, that Tenant shall not be required to
          notify Landlord about the identity of ordinary and usual office and household
          products in common use. Hazardous Materials shall include, without limitation,
          any material or substance which is (i) petroleum, (ii) asbestos, (iii)
          designated as a &#147;hazardous substance&#148; pursuant to Section 311 of the
          Federal Water Pollution Control Act, 33 U.S.C. 1251 et seq. (33 U.S.C. Sec.
          1321) or listed pursuant to 307 of the Federal Water Pollution Control Act (33
          U.S.C. Sec. 1317), (iv) defined as a &#147;hazardous waste&#148; pursuant to
          Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Sec. 6901
          et seq. (42 U.S.C. Sec. 6903), (v) defined as a &#147;hazardous substance&#148;
          pursuant to Section 101 of the Comprehensive Environmental Response,
          Compensation, and Liability Act, 42 U.S.C. Sec. 9601 et seq. (42 U.S.C. Sec.
          9601), as amended, or (vi) defined as &#147;oil&#148; or a &#147;hazardous
          waste&#148;, a &#147;hazardous substance&#148;, a &#147;hazardous material&#148;
          or a &#147;toxic material&#148; under any other law, rule or regulation
          applicable to the Property, including, without limitation, R.I. Gen. Laws
          Section 23-19.1-4, as amended. If any lender or governmental agency shall ever
          require testing to ascertain whether or not there has been any release of
          Hazardous Materials, then the reasonable costs thereof shall be reimbursed by
          Tenant to Landlord upon demand as additional charges but only if such
          requirement applies to the Premises and may be the result of the acts or
          omissions of Tenant or persons acting under Tenant. In addition, Tenant shall
          execute affidavits, representations and the like, from time to time, at
          Landlord&#146;s request concerning Tenant&#146;s best knowledge and belief
          regarding the presence of Hazardous Materials on the Premises. In all events,
          Tenant shall indemnify and save Landlord harmless from any release or threat of
          release or the presence or existence of Hazardous Materials on the Premises
          occurring while Tenant is in possession, or elsewhere on the Property if caused
          by Tenant or persons acting under Tenant. The within covenants and indemnity
          shall survive the expiration or earlier termination of the Term of this Lease. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Landlord expressly reserves the right
to enter the Premises to perform regular inspections. at reasonable times and upon
reasonable notice. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.25.&nbsp;&nbsp;&nbsp;&nbsp;
          REQUIREMENTS OF PUBLIC AUTHORITY. (a) Legal Requirements. Tenant shall, at its
          own cost and expense, promptly observe and comply with all Legal Requirements
          (as said term is hereafter defined). Tenant shall pay all costs, expenses,
          liabilities, losses, damages, fines, penalties, claims and demands, that may in
          any manner arise out of or be imposed on the Landlord or the Property because of
          the failure of Tenant to comply with the covenants of this Section 16.25 or any
          Legal Requirement.; provided, however, that Tenant shall not be required to make
          structural changes to the Building or the Premises, or to systems serving
          serving the Building or the Premises, unless required by Tenant&#146;s
          particular use of the Premises As used herein, the term &#147;Legal
          Requirements&#148; shall mean and include all Federal, State, county and local
          laws, rules, ordinances, codes, regulations, statutes, administrative orders,
          by-laws or orders of any governmental agency or authority applicable to, imposed
          upon or relating to Tenant&#146;s use and enjoyment of the Premises by Tenant or
          anything done on the Property by Tenant or its agents, employees,
          representatives or contractors, as the same are the responsibility of Tenant
          under this Lease. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Contests. Provided that there shall then exist no Default of Tenant, Tenant
          shall have the right to contest by appropriate legal proceedings diligently
          conducted in good faith, in the name of the Tenant, without cost, expense,
          liability or damage to the Property or to Landlord, the validity or application
          of any Legal Requirement and, if compliance with any of the terms of any such
          Legal Requirement may legally be delayed pending the prosecution of any such
          proceeding, Tenant may delay such compliance therewith until the final
          determination of such proceeding (but in no event shall such a delay or extend
          the Commencement Date), provided in each case that: (i) Landlord shall not be
          subject to civil or criminal, claims, penalty or damages or to prosecution for a
          crime, nor shall the Property or any equipment and improvements therein or any
          part thereof be subject to being condemned or vacated, or subject to any lien or
          encumbrance, by reason of non-compliance or otherwise by reason of such contest;
          (ii) before the commencement of such contest, Tenant shall furnish to Landlord
          the bond of a surety company satisfactory to Landlord, in form and substance
          satisfactory to Landlord and in an amount equal to one hundred percent (100%) of
          the cost of such compliance (as estimated by Landlord) and shall indemnify
          Landlord against the cost of such compliance and any liability resulting from or
          incurred in connection with such contest or non-compliance (including, without
          limitation, attorneys fees); (iii) such non-compliance or contest shall not
          constitute or result in any violation of any mortgage or ground lease now or
          hereafter encumbering the Property, or if any present or future holder of any
          such mortgage or the lessor&#146;s position under any ground lease (a &#147;Land
          Lessor&#148;) shall condition such non-compliance or contest upon the taking of
          action or furnishing of security by Landlord, such action shall be taken and
          such security shall be furnished at the expense of Tenant; and (iv) Tenant shall
          keep Landlord regularly advised as to the status of such proceedings in good
          faith and shall diligently prosecute same to completion. Landlord shall be
          deemed subject to prosecution for a crime if Landlord, any present or future
          holder of any such mortgage, a Land Lessor or any of their officers, directors,
          partners, shareholders, agents or employees, is charged with a crime of any kind
          whatever unless such charge is withdrawn five (5) days before such party is
          required to plead or answer thereto. This Section 16.25 shall survive the
          expiration or earlier termination of this Lease. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.26 COMPLIANCE WITH THE AMERICANS
WITH DISABILITIES ACT; LANDLORD&#146;S AND TENANT&#146;S OBLIGATIONS. In any case where it
is determined that the Americans with Disabilities Act of 1990, 42 U.S.C. Sec. 12001 et
seq., as amended (the &#147;Americans with Disabilities Act&#148;), and any regulations
issued pursuant thereto shall be applicable to the Building or the Premises, it is agreed
and understood that the costs of work improvements and materials necessary to effect such
compliance shall be borne by Landlord or Tenant, as applicable in accordance with the
following allocations: </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Sub 3 Left" FSL="Default" -->
<A NAME=A048></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Location
Party Responsible for Costs</I> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Level 1" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Exterior
of Premises including common areas not exclusively used by </FONT></TD>
</TR>
</TABLE>
<BR>

         Tenant                                               Landlord

<!-- MARKER FORMAT-SHEET="Head Sub 2 Left" FSL="Default" -->
<A NAME=A049></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Premises
including commonareas <BR>exclusively used by</I> </FONT></P>

         Tenant                                               Tenant

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.27 INDEMNITIES. Wherever in this
Lease it is provided that one of the parties hereto (the &#147;Indemnitor&#148;) agrees to
indemnify the other party hereto (the &#147;Indemnitee&#148;), it is hereby agreed that: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          As soon as reasonably practical after obtaining knowledge of the existence of a
          claim or demand upon which it may be entitled to indemnification, the Indemnitee
          shall provide written notice thereof to the Indemnitor, which notice shall state
          the facts giving rise to the claim or demand for which the indemnity is
          asserted; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The Indemnitee shall cooperate in the defense of any such claim or demand (at no
          cost to the Indemnitee), including making available at reasonable times to the
          Indemnitor and its counsel the personnel and records of the Indemnitee relevant
          to such defense; and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          No such action, suit or proceeding shall be settled otherwise compromised
          without (i) giving the Indemnitee timely notice of such proposed settlement or
          compromise and (ii) the express written consent of the Indemnitee. </FONT></P>

16.28    FINANCIAL  INFORMATION.  The Tenant shall furnish or cause to be furnished to the Landlord the Tenant's  financial  statements
in the for, at the times, and otherwise comply with the following requirements:

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Within one hundred twenty (120) days of the close of Tenant&#146;s fiscal year,
          the audited financial statements of Tenant or accountant prepared statements and
          in such instance certified by a principal or officer of Tenant having knowledge
          of the facts as true to the best of his/her knowledge and belief; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          By April 15th of each year or upon request, copies of Tenant&#146;s federal tax
          returns. If Tenant extends the tax filing period, Tenant shall deliver copies of
          said extension to Landlord and shall provide copies of tax returns to Landlord
          upon filing. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Notwithstanding the foregoing, so
long as Tenant is a publicly traded company and files all submissions required by law with
the Securities and Exchange Commission and such submissions are readily available to the
general public, Tenant shall not be required to be deliver to Landlord the financial
statements described in this Section 16.28. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.29 GOVERNING LAW. This Lease shall
be governed exclusively by the provisions hereof and by the laws of the State of Rhode
Island, as the same may from time to time exist. </FONT></P>

16.30    LANDLORD'S  WAIVER.  Upon request of Tenant,  Landlord agrees to execute a Landlord's Waiver in substantially the same form as
the Landlord's Waiver attached hereto as Exhibit D

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>IN WITNESS WHEREOF, Landlord and
Tenant have caused this Lease to be duly executed, under seal, by persons hereunto duly
authorized, in multiple copies, each to be considered an original hereof, as of the date
first set forth above. </FONT></P>

         TENANT:                                              LANDLORD:


                                                                       Tech Plaza 2, 3 &amp; 4, LLC


<!-- MARKER FORMAT-SHEET="Head Sub 1 Left"  -->
<A NAME=A050></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;By:
______________________ By: Atlas Investment Group</I> </FONT></P>

     Its _______________________                                  Its: Manager
                                                                       Hereunto duly authorized


                                                                       By:_____________________
                                                                       Demetri Dasco, Manager
                                                                       Hereunto duly authorized
<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A051></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT A </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A052></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>TO LEASE </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A053></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>BETWEEN TECH PLAZA 2, 3
&amp; 4, LLC, LANDLORD </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A054></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>AND </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A055></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>TENANT </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A056></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PLAN SHOWING PREMISES </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A057></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT A.1 </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A058></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>TO LEASE </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A059></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>BETWEEN TECH PLAZA 2, 3 &amp;
4, LLC, LANDLORD </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A060></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>AND </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A061></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>KVH INDUSTRIES, INC.,
TENANT </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A062></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>BUILDOUT SPECIFICATIONS </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A063></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Design Build
Construction Exhibit </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A064></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Landlord&#146;s Work </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.&nbsp;&nbsp;&nbsp;&nbsp;
          Preparation of Plans and Specifications. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Landlord
and Tenant have reached agreement on a preliminary design plan and approved finishes for
the buildout of leasehold improvements within the Premises (the &#147;Approved Plan&#148;)
a copy of which is attached as Schedule A-2 hereto and made a part hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.&nbsp;&nbsp;&nbsp;&nbsp;
          Landlord&#146;s Work. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The work shown on the Approved Plan and Atlas Letter shall be deemed
          &#147;Landlord&#146;s Work&#148; unless otherwise noted thereon. Following final
          approval of the Approved Plan, Landlord agrees to apply for a building permit
          and, upon issuance thereof, to use reasonable efforts to cause Landlord&#146;s
          Work to be completed, installed or performed, as the case may be, in accordance
          therewith, subject only to minor variations and/or variations necessitated by
          the unavailability of specified materials and equipment. Except as above
          provided, no deviation from the Approved Plan shall be made by either party
          except by written change order approved by the other party, which approval shall
          not be unreasonably withheld or delayed. In the event Tenant requests or causes
          the need for any change orders with respect to Landlord&#146;s Work, the net
          cost of such change orders shall be at Tenant&#146;s sole cost and any delays
          resulting therefrom shall constitute &#147;Tenant Delays&#148; hereunder. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Tenant
hereby designates ___________________ (who may be changed by Tenant at any time upon
giving Landlord prior written notice thereof) who Tenant agrees shall be available to meet
and consult with Landlord at the Premises as Tenant&#146;s representative
(&#147;Tenant&#146;s Representative&#148;) respecting the matters which are the subject of
this Exhibit A-1 and who shall have the power to legally bind Tenant with respect to
notices from Tenant to Landlord making requests for and approving changes, giving approval
of plans or work, or giving directions to Landlord under this Exhibit A-1. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          After agreement upon the Approved Plan, Landlord will prepare a bidding package
          for Landlord&#146;s Work based upon the Approved Plan, and the successful bidder
          with whom Landlord contracts for performance of Landlord&#146;s Work shall be
          deemed &#147;Landlord&#146;s Contractor&#148;. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3 Building Standard Finish. Unless
the Approved Plan or Atlas Letter specifically states otherwise, Landlord&#146;s Work
shall conform to the standard finishes for the Building. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.&nbsp;&nbsp;&nbsp;&nbsp;
          Delivery &amp; Acceptance of Possession. When Landlord&#146;s Work is
          Substantially Complete, Landlord shall deliver to Tenant a written notice (the
          &#147;Completion Notice&#148;) certifying the same. Within five (5) days after
          Landlord delivers the Completion Notice, Tenant and a representative of Landlord
          shall jointly inspect the Premises, as Tenant deems appropriate and Tenant shall
          be deemed to have accepted the Premises if the Landlord&#146;s work is
          Substantially Complete (in their condition as of the date of the Completion
          Notice but without waiving Landlord&#146;s obligation, if any, to correct punch
          list items pursuant to Paragraph 6 below) effective on the earlier of (i) the
          date of such joint inspection, or (ii) the fifth (5th) business day after
          Landlord delivers the Completion Notice. For the purposes hereof, the
          Landlord&#146;s Work shall not be deemed &#147;Substantially Complete&#148;
          unless (i) an Occupancy Permit has been issued for the Premises, (ii) the
          Premises can be used by Tenant for their intended purpose and (iii) there remain
          only minor items to complete the installation or performance of which will not
          unreasonably interfere with Tenant&#146;s intended use of the Premises. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.&nbsp;&nbsp;&nbsp;&nbsp;
          Punch List. Provided that the Premises are Substantially Complete, if, as a
          result of the aforementioned joint inspection of Landlord&#146;s Work, Tenant
          discovers minor deviations or variations from the Approved Plan or Atlas Letter,
          or items which are defective or in need of repair or replacement, of a nature
          commonly found on a &#147;punch list&#148; (as that term is used in the
          construction industry), Tenant shall promptly notify Landlord of such deviations
          or items; provided, however, that in the event of a dispute, Landlord (or
          Landlord&#146;s Architect) and Tenant (or Tenant&#146;s Architect) shall
          negotiate in good faith, using their reasonable discretion, to determine which
          items constitute punch list items. The existence of such punch list items shall
          not postpone the Commencement Date of the Lease nor the obligation of Tenant to
          pay Rent, additional rent or any other charges due under the Lease. Within five
          (5) days after the punch list is prepared by the parties, Landlord will cause
          its contractor(s) to commence, and to proceed with all reasonable diligence, to
          correct the items noted on the punch list. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.&nbsp;&nbsp;&nbsp;&nbsp;
          Tenant Delays. &#147;Tenant Delay(s)&#148; shall mean delays in the preparation
          of Approved Plans and/or in the bidding, contracting and/or construction of
          Landlord&#146;s Work caused by the acts or omissions of Tenant, or any of its
          agents, employees, and/or contractors or resulting from any change order or long
          lead item with respect to Landlord&#146;s Work caused or requested by Tenant, or
          any other delay which is defined in any part of the Lease or this Exhibit A-1 as
          a &#147;Tenant Delay&#148;. The applicable provisions of Paragraph 7, below,
          shall apply in the event of any Tenant Delay. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.&nbsp;&nbsp;&nbsp;&nbsp;
          Remedies. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Level 1" FSL="Default" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               (i) If the Premises are Substantially Complete, and to the extent the
               non-completion of any item(s) of Landlord&#146;s Work does not materially and
               adversely affect Tenant&#146;s ability to lawfully take occupancy of the
               Premises, to commence or complete Tenant&#146;s Work or to install its fixtures,
               furniture, equipment and personal property therein, and provided Landlord
               continues to pursue the completion of such items with all due diligence, such
               non-completion shall not affect the Commencement Date or otherwise result in or
               give rise to any damages or penalties payable by Landlord to Tenant, or
               otherwise constitute a default by Landlord under the Lease. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Level 1" FSL="Default" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               If and to the extent the non-completion of such item(s) of Landlords&#146;s Work
               does materially and adversely affect Tenant&#146;s ability to lawfully take
               occupancy of the Premises, to commence or complete Tenant&#146;s Work, or to
               install its fixtures, furniture, equipment, and personal property therein, then
               the validity of the Lease shall not be in any way affected, except that (A) the
               Commencement Date and the Rent Commencement Date shall be extended one (1) day
               for each day of actual delay in the Substantial Completion of Landlord&#146;s
               Work and, for each day after thirty (30) of the execution of this agreement that
               Landlord&#146;s Work is incomplete Tenant will be credited two (2) days rent. If
               Substantial Completion of Landlord&#146;s Work has not been achieved forty-five
               (45) days from the execution of this agreement, Tenant may, but shall not be
               required to, terminate this Lease by written notice delivered to Landlord prior
               to Substantial Completion. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Level 1" FSL="Default" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               (i) If and to the extent the Substantial Completion of any item(s) of
               Landlord&#146;s Work is delayed due to Tenant Delay, and the delayed completion
               of such item(s) does not materially and adversely affect the timing of the
               Substantial Completion of Landlord&#146;s Work, then provided Tenant continues
               to pursue the elimination of such Tenant Delay with all due diligence, such
               Tenant Delay shall not affect the Commencement Date or the Rent Commencement
               Date or otherwise result in or give rise to any damages or penalties payable by
               Tenant to Landlord, or otherwise constitute a default by Tenant under the Lease,
               except that Tenant shall be responsible for any increase in the cost of
               Landlord&#146;s Work occasioned thereby. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Level 1" FSL="Default" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               If and to the extent the non-completion of any such item(s) due to a Tenant
               Delay does materially affect the timing of Substantial Completion of
               Landlord&#146;s Work, then the Commencement Date and the Rent Commencement Date
               shall be deemed to have occurred on the day upon which the same would have
               occurred but for such Tenant Delay, and Tenant shall again be responsible for
               any increase in the cost of Landlord&#146;s Work occasioned thereby. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Level 1" FSL="Default" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               Each party shall use all reasonable and diligent efforts to perform the
               responsibilities and work required to be performed by it hereunder without
               unreasonable delay, and to avoid and minimize the duration of any delays for
               which such party is responsible hereunder; and each party agrees to use
               commercially reasonable efforts (but without material out-of-pocket expense) to
               mitigate the damages and adverse effects of any delay for which the other party
               is responsible. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A065></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SCHEDULE A.2 </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A066></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>TO LEASE </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A067></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>BETWEEN TECH PLAZA 2, 3
&amp; 4, LLC, LANDLORD </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A068></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>AND </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A069></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>KVH INDUSTRIES, INC.,
TENANT </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A070></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>APPROVED PLAN </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Level 1" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Landlord
shall demise the Premises, including an entrance door and a 2nd means of egress to code,
paint the perimeter walls, demolish all existing offices in the Premises, remove the
carpeting, seal the floor, install in overhead access door (with electric opener) to the
common loading corridor, install an electric opener on the loading dock door and remove
one (1) tree blocking Tenant&#146;s view on the south side of the building.. All
improvements shall be building standard. Any additional improvements shall be paid by the
Tenant. All plans and specifications shall be subject to Landlord&#146;s advanced written
approval, which shall not be unreasonably withheld. </FONT></TD>
</TR>
</TABLE>
<BR>


<!-- MARKER PAGE="sheet: 2; page: 2" -->
<HR SIZE=1 COLOR=GRAY NOSHADE>



<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A071></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT B </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A072></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>TO LEASE </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A073></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>BETWEEN TECH PLAZA 2, 3
&amp; 4, LLC, LANDLORD </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A074></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>AND </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A075></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>KVH INDUSTRIES, INC.,
TENANT </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A076></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>OPERATING EXPENSES </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>A.&nbsp;&nbsp;&nbsp;&nbsp;
          Without limitation, Operating Expenses shall include: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.&nbsp;&nbsp;&nbsp;&nbsp;
          All expenses incurred by Landlord or Landlord&#146;s agents which shall be
          directly related to employment of personnel, including amounts incurred for
          wages, salaries and other compensation for services, payroll, social security,
          unemployment and similar taxes, workmen&#146;s compensation insurance,
          disability benefits, pensions, hospitalization, retirement plans and group
          insurance, uniforms and working clothes and the cleaning thereof, and expenses
          imposed on Landlord or Landlord&#146;s agents in connection with the operation,
          repair, maintenance, cleaning, management and protection of the Property, and
          its mechanical systems including, without limitation, day and night supervisors,
          property manager, accountants, bookkeepers, janitors, carpenters, engineers,
          mechanics, electricians and plumbers -and personnel engaged in supervision of
          any of the persons mentioned above: provided that, if any such employee, is also
          employed on other property of Landlord, such compensation shall be suitably and
          equitably allocated by Landlord among the Property and such other properties. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.&nbsp;&nbsp;&nbsp;&nbsp;
          The cost of services, materials and supplies furnished or used in the operation,
          repair, maintenance, cleaning, management and protection of the Property
          including, without limitation, fees and assessments, if any, imposed upon
          Landlord, or charged to the Property, by any governmental agency or authority or
          other duly authorized private or public entity on account of public safety
          services, transit, housing, police, fire, sanitation or other services or
          purported benefits. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.&nbsp;&nbsp;&nbsp;&nbsp;
          The cost of replacements for tools and other similar equipment (which are not
          capital in nature) used in the repair, maintenance, cleaning and protection of
          the Property, provided that, in the case of any such equipment used jointly on
          other property of Landlord, such costs shall be allocated by Landlord among the
          Property and such other properties. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.&nbsp;&nbsp;&nbsp;&nbsp;
          Premiums for insurance against damage or loss to the Building from such hazards
          as shall from time to time be generally required by institutional mortgagees in
          the Providence, Rhode Island area for similar properties, including, but not by
          way of limitation, insurance covering loss of rent attributable to any such
          hazards, and public liability insurance. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.&nbsp;&nbsp;&nbsp;&nbsp;
          Where the Property is managed by Landlord or an affiliate of Landlord, a sum
          equal to the amounts customarily charged by management firms in the Providence,
          Rhode Island area for similar properties, but in no event more than five percent
          (5%) of gross annual income, whether or not actually paid, or where managed by
          other than Landlord or an affiliate thereof, the amounts accrued for management,
          together with, in either case, amounts accrued for legal and other professional
          fees relating to the Property, but excluding such fees and commissions paid in
          connection with services rendered for securing, enforcing or renewing leases and
          for matters not related to the normal administration and operation of the
          Building. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.&nbsp;&nbsp;&nbsp;&nbsp;
          If, during the Term of the Lease, Landlord shall made a capital expenditure
          which is intended to result in a reduction of Operating Expenses or which is
          made to the Building by Landlord after the date of this Lease and is required
          under any governmental law or regulation that was not applicable to the Building
          as of the date of this Lease , the total cost of which is not properly
          includable in Operating Expenses for the operating Year in which it was made,
          such expenditure shall not be expensed in the Operating Year in which it was
          made, but there shall nevertheless be included in Operating Expenses for said
          Operating Year in which it was made and in Operating Expenses for each
          succeeding Operating Year an annual charge-off therefor. The annual charge-off
          shall be determined by dividing the original capital expenditure plus an
          interest factor, reasonably determined by Landlord, as being the interest rate
          then being charged for long-term mortgages, by institutional lenders on like
          properties within the locality in which the Building is located, by the number
          of years of useful life of the capital expenditure, and the useful life shall be
          determined reasonably by Landlord in accordance with generally accepted
          accounting principles and practices in effect at the time of making such
          expenditure. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.&nbsp;&nbsp;&nbsp;&nbsp;
          Betterment assessments provided the same are apportioned equally over the
          longest period permitted by law, and not otherwise included in Taxes. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.&nbsp;&nbsp;&nbsp;&nbsp;
          Amounts paid to independent contractors for services, materials and supplies
          furnished for the operation, repair, maintenance, cleaning and protection of the
          Property. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.&nbsp;&nbsp;&nbsp;&nbsp;
          Operating Costs Shall Not Include: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;a.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Landlord&#146;s general corporate overhead and administrative expenses; </FONT></P>

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                <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;b.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                    Fees paid to affiliates of Landlord to the extent that such fees exceed the
                    customary amount charged for the services<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;provided by unaffiliated persons or
                    entities of similar skill, competence and experience; </FONT></P>


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               <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;c.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                    Expenses incurred by Landlord in connection with any financing, sale or
                    syndication of the Property; </FONT></P>


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                <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;d.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                    Any cost incurred by the negligence or willful misconduct of the Landlord, its
                    agents and employees; </FONT></P>


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               <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;e.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                    Depreciation/amortization, except to the extent provided above; </FONT></P>


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 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;f.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Expenses incurred by the Landlord in connection with services or other benefits of a type
which are not building standard services or benefits provided to tenants generally, but
which are provided only to specific tenants; </FONT>


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 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;g.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Any items to the extent such items are reimbursable to the Landlord by the Tenant (other
than through Additional Rent), by other tenants or occupants of the Building, or by any
third parties; </FONT>
 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;h.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

        All costs related to the preparation of any portion of the Building for occupancy by a tenant or other occupant;</FONT>

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 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;i.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Legal fees and expenses incurred by the Landlord, except to the extent that such fees and
expenses were incurred in connection with contract enforcement for services which are
provided to the Tenant and available to all tenants in the Building; </FONT>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;j.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Costs and expenses incurred by the Landlord in connection with the repair of damage to the
Building or Property caused by fire or other casualty, insured or required to be insured
against hereunder; </FONT>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;k.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

      The costs of all purchases of supplies for the Building or Property which create a larger than 90-day inventory;</FONT>

    <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;l.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 The cost of any additions to the Property and any operating expenses generated by such additions; and</FONT>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;m.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Costs incurred due to violation by the Landlord or any other tenant of the Building of any
lease or any laws, rules, regulations or ordinances applicable to the Building.</FONT>

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<A NAME=A077></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT C </FONT></P>

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<A NAME=A078></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>TO LEASE </FONT></P>

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<A NAME=A079></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>BETWEEN TECH PLAZA 2, 3
&amp; 4, LLC, LANDLORD </FONT></P>

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<A NAME=A080></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>AND </FONT></P>

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<A NAME=A081></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>TENANT </FONT></P>

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<A NAME=A082></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>RULES AND REGULATIONS </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The following Rules and Regulations
constitute a part of the Lease and of the Tenant&#146;s obligations thereunder in respect
of the Tenant&#146;s use and occupancy of the Premises and the Building: </FONT></P>

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<A NAME=A083></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>I. Building Hours </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.1 The Tenant is advised, for the
protection and safety of its personnel, to lock the front doors to the Premises at the end
of each working day. Front doors to the Premises also should be locked whenever the
Tenant&#146;s receptionist leaves the area. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.2 If the Tenant wishes to remove
fixtures or materials from the Premises after 6:00 p.m. or to have work performed after
6:00 p.m., the terms of the Lease shall govern the Tenant&#146;s right to such conduct and
the Building Management office must be notified in advance in writing. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.3 If the Tenant&#146;s employees
plan to work in the Premises on a weekend or holiday, Tenant shall be responsible for
locking the door to the main lobby. </FONT></P>

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<A NAME=A084></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>II. Elevators,
Deliveries and Parking </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.1 If the Tenant expects delivery of
any bulky material, the Tenant shall install elevator pads in the elevator to protect the
same and shall take care not to exceed the capacity thereof. Elevators shall be available
for deliveries at all times. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.2 All hand trucks used for deliveries must be equipped with rubber bumpers and tires.</FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.3 The Building loading dock may be
used only for deliveries. No vehicles are allowed to stand or park in this area after
unloading nor are vehicles allowed to park at the loading dock for service calls. The
Tenant shall advise its vendors and suppliers of this rule. Any vehicle abusing these
loading dock privileges are subject to being towed at the owner&#146;s expense. </FONT></P>

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    <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>III.
          General Use of the Building and the Premises </FONT></P>

         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.1      The Tenant is not permitted to place or store
property on the  sidewalks,  passageways,  parking  areas.  or  courtyards  adjacent to the Building or in the  elevators,  vestibules,
stairways, or corridors (except as may be necessary for brief periods during deliveries).</FONT></P>

         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.2      No animals may be brought into or kept in or about the Building or the Premises.</FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.3
Rubbish, rags, sweepings, acid and any and all harmful or damaging substances may not be
deposited in the lavatories or in the janitor closets. The Tenant shall make arrangements
with the building management office for disposal of any unusual trash. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.4
If the Tenant&#146;s use of the Premises beyond normal office uses results in the
imposition of special or additional requirements for heating or air conditioning
facilities, the Tenant shall pay the reasonable cost of providing such additional
facilities or service. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.5 Canvassing, soliciting or peddling in the Building is prohibited
and the Tenant shall cooperate to prevent the same.</FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.6
Except as permitted by the Lease, Lessee shall not bring or permit to be brought or kept
in or on the Premises any inflammable, combustible, corrosive, caustic, poisonous, or
explosive substance or cause or permit any noxious odors to permeate or emanate from the
Premises, or permit or suffer the Premises to be occupied or used in a manner which is
reasonably offensive or objectionable to Lessor or other tenants of the Building by reason
of light, radiation, noise, and/or vibration, or interfere in any materially adverse way
with other tenant&#146;s use of their leased premises in the Building or their business
invitees. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.7
The Tenant shall give immediate notice to the Landlord in case of theft, unauthorized
solicitation or accident in the Premises or of defects therein or in any building fixtures
or equipment, or of any known emergency in the Building. </FONT></P>

         3.8      No portion of the Premises or Building shall at any time be used or occupied as sleeping or lodging quarters.

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.9
The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any
purpose other than that for which they were constructed and no foreign substance of any
kind whatsoever shall be thrown therein and the expense of any breakage or stoppage or
damage resulting from the violation of the rule shall be borne by the tenant who or whose
employees shall have caused it. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.10
The Tenant shall comply with all traffic, security, safety and other rules and regulations
promulgated from time to time by the Landlord in accordance with the Lease, and shall use
its unreserved parking spaces in common with all other tenants of the Building. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.11
The Landlord reserves the right to rescind, add to or amend any rules or regulations, to
add new rules or regulations and to waive any rules or regulation all as expressly set
forth in the Lease. </FONT></P>

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<A NAME=A085></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>IV. Repairs and Services </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.1
Repairs, installation, or alterations to the Building or its fixtures shall be subject to
the terms of the Lease and, in addition, must be approved and scheduled by the building
manager to the extent and in the manner required by the Lease. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.2
All requests for work to be done in the Premises by any of the building management staff
should be directed to the building manager, building employees are not permitted to
perform any work outside their regular duties except upon special instruction from the
building manager. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.3
All schedules for the performance of the Tenant&#146;s construction and repair work must
be coordinated with the building manager to avoid conflicts with various building
construction and maintenance schedules. The Tenant must inform the building manager, at
least 72 hours before any work is to begin, of the nature of the work, where and when it
is to be performed, and the name of the individuals who will supervise the performance of
the work. Work may not begin until the requirements of the Lease have been satisfied. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>V. Floor Load &#151;
Heavy Machinery </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.1
The Tenant may not place a load upon any floor in the Premises or Building exceeding the
floor load which is allowed by law and which such floor was designed to carry. The
Landlord reserves the right to prescribe the weight and position of all business machines
and mechanical equipment, including safes, all of which shall be so placed as to
distribute the weight. The Tenant shall place and maintain its business machines and
mechanical equipment in setting sufficient, in the Landlord&#146;s judgment, to absorb and
prevent vibration, noise and annoyance. The Tenant may not move any safe, heavy machines,
heavy equipment, freight, bulky matter or fixtures into or out of the Building without the
Landlord&#146;s prior consent, which consent may include a requirement to provide
insurance, naming the Landlord as an insured, in such amounts as the Landlord may deem
reasonable. Notwithstanding the foregoing, proper placement of all such business machines,
etc., in the Premises shall be the Landlord&#146;s responsibility. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.2
If any such safe, machinery, equipment, freight and bulky matter or fixtures requires
special handling, the Tenant shall employ only persons with proper qualifications to do
such work; and all work in connection therewith must comply with applicable laws and
regulations. Any such moving shall be at the Tenant&#146;s own sole risk and hazard and
the Tenant will defend, exonerate, indemnify and save the Landlord harmless against and
from any liability, loss, injury, claim, or suit resulting from such moving as set forth
in the Lease. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>VI. Electrical System
&#151; Energy Conservation &#151; Water </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.1
In order to assure that the Building&#146;s electrical standards are not exceeded and to
avert possible adverse effect on the Building&#146;s electric system, the Tenant may not,
without the Landlord&#146;s prior consent, connect any fixtures, appliances or equipment
to the Building&#146;s electrical distribution system other than standard office
equipment, such as typewriters, pencil sharpeners, adding machines, hand-held or desk
calculators, dictating equipment, office computers and copiers and other equipment used in
the normal course of the Tenant&#146;s business. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.2
The Landlord reserves the right to implement policies and procedures it deems, in its
reasonable judgment, to be necessary or expedient in order to conserve and/or preserve
energy and related services, or to be necessary or required in order to comply with
applicable government laws, rules, regulations, codes, orders and standards. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.3
The windows of the Building are designed for superior insulation and to reduce glare,
Building standard blinds or drapes present an elegant appearance and contribute to the
effectiveness of the Building&#146;s heating and cooling systems. The Tenant should keep
the blinds or drapes closed when windows are exposed to the sun&#146;s rays in summer and
keep them open when the sun is bright enough to provide warmth during the winter months. </FONT></P>

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<A NAME=A088></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>VII. Advertising </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.1
Neither the Landlord&#146;s name, nor the name of the Building shall be used without the
Landlord&#146;s consent in any advertising material (except on business stationery or as
an address in advertising matter), nor shall any such name, as aforesaid, be used in any
undignified, confusing, detrimental or misleading manner. </FONT></P>

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<A NAME=A089></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>VIII. Life Safety and
Emergency Procedures </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.1
In case of emergency situations such as power failure, water leaks or serious injury, the
Tenant should call the building management office immediately. In case of fire or smoke,
the Tenant should pull the nearest alarm (located on its floor) and then call the building
management office. </FONT></P>

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<A NAME=A090></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>IX. Hazardous and
Prohibited Uses </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.1
Except as provided in the Lease, the Tenant may not use, or permit the use or occupancy
of, the Premises, or permit any act or practice to be done or anything to be brought into
or kept in or about the Premises or any part thereof: (i) which would violate any of the
covenants, agreements, terms, provisions and conditions of the Lease or such other
covenants, agreements, terms, provisions and conditions otherwise applicable to or binding
upon the Premises; (ii) for any unlawful purposes or in any unlawful manner; (iii) which,
in the reasonable judgment of Landlord shall in any way (a) adversely affect the
appearance of the Building as a first-class warehouse and office building, or (c) cause
any offensive odors or loud noises or constitute a nuisance or a menace to any others in
or about the Premises. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.2
Except as provided in the Lease, the Tenant shall not do or permit anything to be done in
or upon the Premises or the Building, or bring in anything or keep anything therein, which
shall either constitute or generate hazardous chemicals or wastes under applicable law or
regulations, or which shall increase the rate of property or liability insurance on the
Premises or of the Building above the standard rate applicable to premises being occupied
for uses permitted under the Lease; and if the Tenant shall do any of the foregoing, the
Tenant shall promptly pay to Landlord, on demand, any costs or expenses resulting
therefrom as provided in the Lease, and any other damages to which the Tenant may be
exposed by reason of such action by the Tenant and for which the Tenant is required to pay
pursuant to the provisions of the Lease. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Notwithstanding
anything to the contrary contained in these Rules and Regulations, in the event of a
conflict between these Rules and Regulations and the Lease, the terms of the Lease shall
control. </FONT></P>


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<A NAME=A091></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit D </FONT></P>

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<A NAME=A092></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>LANDLORD&#146;S WAIVER </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>_____________________________________________________
(together with its successors and assigns, the &#147;Lessor&#148;), being the lessor of
office space located in Middletown, RI located at 88 Silva Lane (the
&#147;Premises&#148;), which Premises the Lessor has leased to KVH INDUSTRIES, INC., a
Delaware corporation, having a business address at 50 Enterprise Center, Middletown, Rhode
Island (together with its successors and assigns, the &#147;Lessee&#148;) under that
certain Lease dated August , 2003 and attached hereto as Exhibit A (as the same may be
further amended from time to time, including any renewals, extensions or substitutions
thereof or therefor, the &#147;Lease&#148;), for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the Lessor, does hereby: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.&nbsp;&nbsp;&nbsp;&nbsp;
          Acknowledge that the Lessor has been advised that the Lessee has granted or will
          grant to FLEET CAPITAL CORPORATION (together with its successors and assigns,
          the &#147;Secured Party&#148;) security interests in inventory, equipment,
          removable trade fixtures and all other personal property, wherever located,
          whether tangible or intangible, now owned or hereafter acquired by the Lessee
          (the &#147;Collateral&#148;), all as more fully described, or to be more fully
          described, in an Amended and Restated Credit and Security Agreement from the
          Lessee to the Secured Party (as the same may be entered into and amended from
          time to time, the &#147;Security Agreement&#148;). </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.&nbsp;&nbsp;&nbsp;&nbsp;
          Waive, relinquish and release, solely during the term of the Security Agreement,
          any and all rights of distraint, attachment, lien, levy or execution against or
          upon the Collateral for any rent or other sums now or hereafter due the Lessor
          under the Lease or otherwise, and all claims and demands of every kind and
          nature against the Collateral </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.&nbsp;&nbsp;&nbsp;&nbsp;
          Agree to provide the Secured Party with a copy of any notice given by the Lessor
          to the Lessee of the Lessee&#146;s default under or termination of the Lease (at
          the same time that any such notice is given to Lessee) or of any material
          amendment thereof. For the purposes of the preceding sentence, the Secured
          Party&#146;s address is One Federal Street, Boston, Massachusetts 02110,
          Attention: Mark Schafer. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.&nbsp;&nbsp;&nbsp;&nbsp;
          Agree, both before and during the 90-day period after the termination of the
          Lease, upon reasonable notice to the Lessor, to provide the Secured Party or its
          agents with access to the Premises to effect the removal or sale of the
          Collateral, and the Secured Party hereby agrees (i) to repair any material
          damage directly caused by such removal or sale; and (ii) to be responsible to
          the Lessor for per diem rent accruing under the applicable Lease during the
          period of such removal or sale. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.&nbsp;&nbsp;&nbsp;&nbsp;
          Represent to the Secured Party that the Lease is in full force and effect and
          there are no defaults on the part of either party under the Lease. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.&nbsp;&nbsp;&nbsp;&nbsp;
          This instrument may be executed in one or more counterparts, each of which shall
          constitute an original, but all of which, when taken together, shall constitute
          but one instrument. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>IN WITNESS WHEREOF, the Lessor has
executed this Landlord&#146;s Waiver under seal as of the day of July, 2003. </FONT></P>

                                                          LESSOR:


                                                          By:          ________________________<br> <BR>
                                                          Name:        ________________________<br> <BR>
                                                          Title:       ________________________<br> <BR>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A093></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>AGREED:</FONT>

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<A NAME=A094></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECURED PARTY:
___________________________________ </FONT></P> <BR>

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<A NAME=A095></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FLEET CAPITAL
CORPORATION: _________________________________ </FONT></P> <BR>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A096></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By:
________________________ <BR>Name:________________________ <BR>Title:________________________  <BR></FONT></P>

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<A NAME=A097></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>LESSEE: </FONT></P>

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<A NAME=A098></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>KVH INDUSTRIES, INC. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A099></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By:________________________<br>Name:
________________________<BR>Title:________________________ </FONT></P>




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{"company-data": {"conformed-name": "KVH INDUSTRIES INC \\DE\\", "cik": "0001007587", "assigned-sic": "3663", "irs-number": "050420589", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28082", "film-number": "03859078"}, "business-address": {"street1": "110 ENTERPRISE CENTER", "city": "MIDDLETOWN", "state": "RI", "zip": "02842", "phone": "4018473327"}, "mail-address": {"street1": "110 ENTERPRISE CENTER", "city": "MIDDLETOWN", "state": "RI", "zip": "02842"}}
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(d) OF THE
SECURITIES EXCHANGE ACT
OF 1934
Date of Report (Date of earliest
event reported) August 18, 2003
KVH Industries, Inc.
(Exact Name of
Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-28082
(Commission File Number)
05-0420589
(IRS Employer
Identification No.)
50 Enterprise Center
Middletown, RI
(Address of Principal Executive Offices)
02842
(Zip Code)
Registrant's
telephone number, including area code:
(401) 847- 3327
N/A
(Former Name or Former
Address, if Changed Since Last Report)
Item 5.    Other Events.
This
report is being filed by KVH Industries, Inc. ("KVH") to announce that, KVH entered into a Lease Agreement with Tech Plaza 2,3 & 4 LLC. The lease agreement entered
into by KVH is filed as Exhibit 99.1 to this report.
Exhibits:
The following exhibit is filed with this report on Form 8-K:
Exhibit No.     Description
99.1     Lease Agreement.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
KVH Industries, Inc.
Date:
August 18, 2003
BY: /S/ Patrick J. Spratt
——————————————
Patrick J. Spratt
Chief Accounting & Financial Officer
LEASE
THIS
INSTRUMENT IS A LEASE, dated as of the 18th day of August, 2003 in which the Landlord and
the Tenant are the parties hereinafter named, and which relates to space in the building
known as the Tech 4 Office Building, having an address of 88 Silva Lane, Middletown, Rhode
Island 02840 (the "Building"). The parties to this instrument hereby agree with
each other as follows:
ARTICLE I
BASIC LEASE PROVISIONS
1.1 INTRODUCTION. The following terms
and provisions in this Article I set forth basic data and, where appropriate, constitute
definitions of the terms hereinafter listed:
1.2.    
          LANDLORD AND TENANT.
Landlord:
Tech Plaza 2, 3 & 4 LLC
Landlord's Address (for rent payment):
Tech Plaza 2, 3 & 4 LLC
P.O. Box 6034
Boston, MA. 02209
Tenant:
KVH Industries, Inc.
Tenant's Original Address:
KVH Industries, Inc.
50 Enterprise Center
Middletown, RI 02842
Tenant's Creditor's Address:
Fleet Capital Corporation
One Federal Street
Boston, MA 02110
Attention: Mark Schafer
1.3           BASIC DATA.
Basic Rent:  On an annual, monthly and per rentable square foot basis, the basic rent shall be as follows:
Annual Rent                Monthly Rent                         Per RSF
Years 1- 2                 $64,290.00                    $5,357.50                  $6.00
Years 3-5                  $75,005.00                   $6,250.42                    $7.00
(renewal option)
Base Taxes: The real estate taxes
assessed to the Property as of December 31, 2002, and due in calendar year 2003, as they
may be reduced by the amount of any abatement (plus any reasonable cost incurred in
obtaining any abatement).
Building Rentable Area:  151,924 rentable square feet, measured in accordance with BOMA.
Business Days: All days except
Saturdays, Sundays, New Year's Day, Washington's Birthday, Memorial Day,
Independence Day, Labor Day, Columbus Day, Veterans' Day, Thanksgiving Day, Christmas
Day (and the following day when any such day occurs on Sunday).
Commencement Date: As
defined in Section 4.1.
Initial Public  Liability  Insurance:  $1,000,000 per person;  $3,000,000 per occurrence  (combined  single limit for property  damage,
bodily injury or death).
Manager:  Atlas Investment Group, LLC, 10 High Street, Suite 820, Boston, MA. 02110.
Operating Expenses:  As set forth in Section 9.1 and Exhibit B.
Operating Year: As
defined in Section 9.1.
Permitted Use: General office and
administrative use software development, manufacturing and uses and operations reasonably
related to all of the foregoing. Premises: A portion of the Building as shown on Exhibit A
annexed hereto and located on the first floor of the Building.
Premises Rentable Area: Approximately
10,715 rentable square feet, measured in accordance with BOMA.
Property:  The Building and the parcel of land on which it is located (including adjacent sidewalks).
Proportionate Share: 7.05%
Rent Commencement Date: As defined in Section
3.1.
Security Deposit: Equal to one (1)
month's Base Rent subject to the terms of Section 16.17.
Term of this Lease: 2 years,
commencing on the Commencement Date and expiring, unless sooner terminated pursuant to the
provisions of this Lease, at 11:59 P.M. on the day immediately preceding the 2nd
anniversary thereof. Tenant has an option to extend this Lease for one (1) three- year (3)
term as set forth in Article XIV.
Utility Expenses: As
defined in Section 9.1.
1.4      EXHIBITS:  The following Exhibits are annexed to this Lease and incorporated herein by this reference:
Exhibit
A — Plan Showing Premises Exhibit A.1 — Buildout Specifications Schedule A.2
— Approved Plan Exhibit B — Operating Expenses Exhibit C — Rules and
Regulations Exhibit D — Landlord's Waiver
ARTICLE II
PREMISES AND
APPURTENANT RIGHTS
2.1      LEASE OF  PREMISES.  Landlord  hereby  demises  and  leases  to  Tenant  for the Term of this  Lease  and upon the  terms  and
conditions hereinafter set forth, and Tenant hereby accepts from Landlord, the Premises.
2.2 APPURTENANT RIGHTS AND
RESERVATIONS. (a) Tenant shall have, as appurtenant to the Premises, the non-exclusive
right to use, and permit its invitees to use in common with others, public or common
lobbies, hallways, stairways and elevators and common walkways necessary for access to the
Building, existing common conduits and risers for computer, telephone and
telecommunications purposes, and, if the portion of the Premises on any floor includes
less than the entire floor, the common toilets, corridors and elevator lobby of such
floor; but Tenant shall have no other appurtenant rights and all such rights shall always
be subject to reasonable rules and regulations from time to time established by Landlord
pursuant to Section 16.7 as uniformly applied to all tenants of the Building and to the
right of Landlord to designate and change from time to time areas and facilities so to be
used; provided, however, that no such change materially interferes with Tenant's use
of, or access to, the Premises, or reduces Tenant's parking or makes such parking
less accessible.
(b)       
          Excepted and excluded from the Premises are the ceiling, floor, perimeter walls
          and exterior windows, except the inner surfaces thereof, but the entry doors
          (and related glass and finish work) to the Premises are a part thereof; and
          Tenant agrees that Landlord shall have the right to place in the Premises (but
          in such manner as to reduce to a minimum interference with Tenant's use of
          the Premises) interior storm windows, subcontrol devices (by way of
          illustration, an electric sub panel, etc.), utility lines, pipes, equipment and
          the like, in, over and upon the Premises; provided, however, that to the extent
          reasonably practicable, such installations are made above hung ceilings, beneath
          flooring and behind walls, and provided further that such installations do not
          reduce the useable floor area of the Premises. Tenant shall install and
          maintain, as Landlord may reasonably require, proper access panels in any hung
          ceilings or walls as may be installed by Tenant in the Premises to afford access
          to any facilities above the ceiling or within or behind the walls.
(c)       
          Tenant shall have, as appurtenant to the Premises, the non-exclusive right to
          use, and permit its invitees to use in common with others, the parking areas
          located on the Property; provided, however, that such use of the parking areas
          by Tenant or its invitees shall not exceed 43 parking spaces at any given time.
          The use of such parking area shall be subject to reasonable rules and
          regulations from time to time established by Landlord pursuant to Section 16.7
          as uniformly applied to all tenants of the Building and to the right of Landlord
          designate and change from time-to-time parking areas and facilities so to be
          used; provided, however, that such changes do not reduce the number of parking
          spaces available to Tenant or make the parking spaces less accessible to Tenant.
ARTICLE III
BASIC RENT
3.1 PAYMENT. (a) Tenant agrees to pay
to Landlord, or as directed in writing by Landlord, commencing on the Rent Commencement
Date without offset, abatement, deduction or demand, except as otherwise provided herein,
the Basic Rent. Such Basic Rent shall be payable in equal monthly installments, in
advance, on the first day of each and every calendar month during the Term of this Lease,
at Landlord's Original Address, or at such other place as Landlord shall from
time-to-time designate by notice to Tenant. Until another designation is given, Basic Rent
and all other charges for which provision is herein made shall be paid by remittance
payable to the Manager and addressed to the Manager, at Tech Plaza 2, 3 & 4 LLC, P.O.
Box 9029 Framingham, MA. 01701-9029, and all remittances so received as aforesaid, or by
any subsequently designated recipient, shall be treated as a payment to Landlord. In the
event that within any 365 day period more than one (1) installment of Basic Rent is not
paid within five (5) days of when due Tenant shall pay, in addition to any other charges
due under this Lease, an administrative fee equal to 5% of the overdue payment for each
late payment.
(b)       
          Basic Rent for any partial month shall be pro-rated on a daily basis, and if the
          first day on which Tenant must pay Basic Rent shall be other than the first day
          of a calendar month, the first payment which Tenant shall make to Landlord shall
          be equal to a proportionate part of the monthly installment of Basic Rent for
          the partial month from the first day on which Tenant must pay Basic Rent to the
          last day of the month in which such day occurs, plus the installment of Basic
          Rent for the succeeding calendar month.
(c)       
          At the time of execution of this Lease, Tenant shall pay the first month's
          Basic Rent, which shall be held by Landlord as advance rental and security, and
          which shall be forfeited, without limitation of other remedies, in the event of
          any Default by Tenant occurring prior to the Commencement Date. If no such
          Default by Tenant occurs, then such payment shall be applied by Landlord against
          the Basic Rent for the first month of the Lease term.
(d)       
          The rent commencement date shall be the first to occur of the following (the
          "Rent Commencement Date"): (i) the day following the date Landlord
          delivers the Premises to Tenant with Landlord's Work (as defined in Section
          5.5 hereof) Substantially Complete, as defined in Exhibit A.1 hereof but in no
          event earlier than September 1, 2003, or (ii) the date on which Tenant occupies
          all or any part of the Premises for the conduct of Tenant's normal business
          operations. Landlord and Tenant each hereby agree to execute and deliver a
          writing confirming the Rent Commencement Date once such date is determined.
ARTICLE IV
COMMENCEMENT; EARLY
ACCESS AND CONDITION
4.1 COMMENCEMENT DATE. The
Commencement Date shall be September 1, 2003 at which time Landlord shall deliver
possession of the Premises to Tenant. Landlord's work in the Premises to be
Substantially Completed as defined in Exhibit A.1 hereto, subject to Tenant Delays, as
provided in Exhibit A.1.
4.2 EARLY ACCESS. Tenant and its
contractors shall have reasonable access to the Premises fifteen (15) days prior to the
Commencement Date for purposes of installing fixtures, equipment and furnishings.
Notwithstanding the foregoing, Tenant shall not have access to the Premises until Tenant
furnishes to Landlord the Security Deposit described in Section 16.17 and all insurance
documents required hereunder. Tenant's access to the Premises prior to the
Commencement Date shall be subject to all of the terms and conditions of this Lease,
except that Tenant shall not be required to pay Basic Rent or Escalation Charges prior to
the Rent Commencement Date. Tenant shall at no time interfere with the Landlord's
work to be performed pursuant to Section 5.5.
4.3 CONDITION OF PREMISES AND THE
BUILDING. Except as otherwise set forth in this Lease and except for Landlord's Work
(as defined in Section 5.5 hereof), the Premises are being leased in "as-is"
condition, without warranty or representation by Landlord. Tenant acknowledges that it has
inspected the Premises and common areas of the Building and has found the same to be
satisfactory.
ARTICLE V
USE OF PREMISES;
SIGNAGE; ALTERATIONS
5.1      PERMITTED USE.  Tenant agrees to conform to the following provisions during the Term of this Lease:
(a)       
          Except when prevented by casualty, condemnation, interruption of services or
          Force Majeure, or when Tenant has vacated the Premises in connection with
          assignment of the Lease or a sublease of the Premises, Tenant shall
          continuously, throughout the term of this Lease, occupy the Premises for the
          Permitted Use and for no other purposes.
(b)       
          Tenant shall, in its use of the Premises, comply with the requirements of all
          applicable governmental laws, rules and regulations.
(c)       
          Tenant shall not perform any act or carry on any practice which may injure the
          Premises, or any other part of the Building, or cause offensive odors or loud
          noise or constitute a nuisance or menace to any other tenant or other persons in
          the Building.
(d)       
          Tenant shall cause all freight to be delivered to or removed from the Building
          and the Premises in accordance with rules and regulations reasonably established
          by Landlord therefore as uniformly applied to all tenants of the Building.
5.2 SIGNAGE. Tenant will not place on
the exterior of the Premises (including both interior and exterior surfaces of doors and
interior surfaces of windows) or on any part of the Building outside the Premises, any
signs, symbol, advertisements or the like visible to public view outside of the Premises
without the prior written consent of the Landlord. Landlord will not unreasonably withhold
consent for signs or lettering on the entry doors to the Premises provided such signs
conform to building standards adopted by Landlord and Tenant has submitted a sketch of the
sign to be placed on such entry doors. Tenant's name shall be listed in the Building
directory in the lobby and on any exterior signage for the Building at no cost to Tenant.
Any listing of Tenant's subtenant(s) in the Building directory in the lobby shall be
at Tenant's (or such subtenant's) sole cost and expense. Said listings shall be
consistent with Building Standards as adopted by Landlord.
5.3 ALTERATIONS BY TENANT. Tenant
shall make no alterations or improvements in or to the Premises without Landlord's
prior written consent which consent shall not be unreasonably withheld, conditioned or
delayed. Any alterations, additions or improvements shall (i) if Landlord's consent
is required, be in accordance with complete plans and specifications submitted by Tenant
and approved in advance by Landlord; (ii) be performed in a good and workmanlike manner
and in compliance with all applicable laws, regulations, codes, ordinances and directives
of any governmental agencies; including without limitation, the Americans with
Disabilities Act, as that term is hereinafter defined; (iii) be performed and completed in
the manner required in this Article V; (iv) be performed at such times as Landlord may
from time to time reasonably designate; and (v) be made at Tenant's sole cost and
expense. Notwithstanding anything to the contrary contained in this Lease, all
alterations, installations, additions and improvements upon the Premises made by either
party affixed to the realty or for which Tenant has received a credit shall, unless
Landlord elects otherwise in writing at the time of granting consent to such alteration,
become the property of Landlord and shall remain upon, and be surrendered with, said
Premises as a part thereof, at the end of the Term. In the event Landlord shall elect
otherwise, then such Alterations as Landlord shall select, shall be removed by the Tenant
and Tenant shall restore any damage to the Premises from such removal, at its own cost and
expense, at or prior to the expiration of the Term.
5.4 PREPARATION OF THE PREMISES.
Except for the work to be performed by Landlord pursuant to Section 5.5, Landlord shall
have no responsibility to complete any work necessary to prepare the Premises for
Tenant's occupancy.
5.5 LANDLORD'S WORK. Prior to
the Commencement Date, Landlord shall provide a turnkey buildout in accordance with
Exhibit A.1. Landlord shall perform Landlord's Work, at Landlord's sole cost and
expense in a good and workmanlike manner and in compliance with all applicable laws,
regulations, codes, ordinances and directives of any governmental agencies, including
without limitation, the Americans with Disabilities Act. Any additional costs for
improvements or upgrades to the Premises shall be at the sole cost of tenant.
5.6 TENANT'S REMOVABLE PROPERTY.
All articles of personal property and all business fixtures, trade fixtures, machinery and
equipment and furniture owned or installed by Tenant solely at its expense in the Premises
("Tenant's Removable Property") shall remain the property of Tenant and may
be removed by Tenant at any time prior to the expiration of this Lease, provided that
Tenant, at its expense, shall repair any damage to the Building caused by such removal.
5.7 MECHANICS' LIENS. Notice is
hereby given that Landlord shall not be liable for any labor or materials furnished or to
be furnished to Tenant upon credit, and that no mechanic's, materialman's or
other lien for any such labor or materials shall attach to or affect the reversion or
other estate or interest of Landlord in and to the Premises, Building or Property.
Whenever and as often as any such lien shall have been filed against the Premises based
upon any act or interest of Tenant or of anyone claiming through Tenant, Tenant shall
forthwith take such actions by bonding, deposit or payment as will remove or satisfy the
lien.
5.8 MISCELLANEOUS. All of the
Tenant's Work and installation of furnishings shall be coordinated with any work
being performed by Landlord and in such manner as to maintain harmonious labor relations
and not damage the Property or interfere with Building construction or operation and,
except for installation of furnishings, shall be performed by contractors first approved
by Landlord, which approval will not be unreasonably withheld. Installation and moving of
furnishings, equipment and the like shall be performed only with labor compatible with
that being employed by Landlord for work in or to the Building. Tenant, before beginning
any Tenant's Work, shall secure all licenses and permits necessary therefore; deliver
to Landlord a statement of the names of all its contractors and subcontractors and the
estimated cost of all labor and material to be furnished by them, and cause each
contractor to carry workmen's compensation insurance in statutory amounts covering
all the contractor's and subcontractor's employees and comprehensive public
liability insurance and property damage insurance with such limits as Landlord may
reasonably require but in no event less than a combined single limit of Two Million and
No/100ths Dollars ($2,000,000.00) (all such insurance to be written in companies
reasonably approved by Landlord and insuring Landlord and Tenant as well as the
contractors), and to deliver to Landlord certificates of all such insurance. Tenant agrees
to pay promptly when due the entire cost of all work done on the Premises by Tenant, its
agents, employees, or independent contractors (including, without limitation,
Tenant's Work), and not to cause or permit any liens for labor or materials performed
or furnished in connection therewith to attach to the Premises or the Property and
immediately to discharge within fifteen (15) days' after the same is filed any such
liens which may so attach and, at the request of Landlord to deliver to Landlord security
reasonably satisfactory to Landlord against liens arising out of the furnishing of such
labor and material. Upon completion of all work done on the Premises by Tenant, its
agents, employees, or independent contractors (including, without limitation,
Tenant's Work), Tenant shall promptly deliver to Landlord original lien releases and
waivers executed by each contractor, subcontractor, supplier, materialman, architect,
engineer or other party which furnished labor, materials or other services in connection
with such work and pursuant to which all liens, claims and other rights against the
Property in connection with such work are unconditionally released and waived. Tenant
shall deliver such releases to Landlord with a certification by Tenant to the effect that
all releases and waivers required by the preceding sentence are being delivered with the
certification. Tenant shall pay within fourteen (14) days after being billed therefore by
Landlord together with reasonable supporting documentation evidencing such Tax increase,
as additional rent hereunder, one hundred percent (100%) of any increase in Taxes on the
Property not otherwise billed to Tenant which shall, at any time after commencement of the
Term, result from any alteration, addition or improvement to the Premises made by or on
behalf of Tenant.
ARTICLE VI
ASSIGNMENT AND
SUBLETTING
6.1 Tenant covenants and agrees that
whether voluntarily, involuntarily, by operation of law or otherwise, neither this Lease
nor the term and estate hereby granted, nor any interest herein or therein, will be
assigned, mortgaged, pledged, encumbered or otherwise transferred without Landlord's
prior written consent, which consent will not be unreasonably withheld, conditioned or
delayed and that neither the Premises nor any part thereof will be encumbered in any
manner by reason of any act or omission on the part of Tenant, or used or occupied, by
anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be,
sublet (which term, without limitation, shall include granting of concessions, licenses
and the like), in whole or in part, or be offered or advertised for assignment or
subletting without Landlord's prior written consent, which consent shall not be
unreasonably withheld, conditioned or delayed. It shall be reasonable for Landlord to
condition its consent to any assignment or sublease on the requirement that, based on
certified financial statements or other financial information reasonably requested by
Landlord, any proposed assignee or sublessee shall, in Landlord's reasonable
discretion, be of financial solvency to make payments under this Lease, if the Lease is
assigned, or under the proposed sublease, if the Premises, or a portion thereof, is to be
subleased, and otherwise comply with its terms. Landlord shall not be deemed to have
unreasonably withheld its consent to an assignment or sublease if Landlord's lender
has denied its consent to such assignment or sublease.
6.2 Except in the event that equity
interests in Tenant are or become traded on a public stock exchange, the provisions of
Section 6.1 shall apply to a transfer (by one or more transfers) of a majority of the
stock or partnership interests, or other evidences of ownership of Tenant as if such
transfer were an assignment of this Lease; but such provisions shall not apply to
transactions with, and Tenant may assign or sublease without Landlord's consent to,
an entity into or with which Tenant is merged or consolidated or to which substantially
all of Tenant's assets are transferred or to any entity which controls or is
controlled by Tenant or is under common control with Tenant, provided that in any of such
events (i) the successor to Tenant has a net worth computed in accordance with generally
accepted accounting principles at least equal to the net worth of Tenant immediately prior
to such merger, consolidation or transfer, (ii) proof satisfactory to Landlord of such net
worth shall have been delivered to Landlord at least 10 days prior to the effective date
of any such transaction, and (iii) the assignee agrees directly with Landlord, to be bound
by all the obligations of Tenant hereunder (or if the transfer is a sublease, to such
obligations applicable to the subleased premises) including, without limitation, the
covenant against further assignment or subletting.
6.3 If this Lease be assigned, or if
the Premises or any part thereof be sublet or occupied by anyone other than Tenant,
Landlord may, at any time and from time to time, collect rent and other charges from the
assignee, subtenant or occupant, and apply the net amount collected to the rent and other
charges herein reserved, but no such assignment, subletting, occupancy, collection or
modification of any provisions of this Lease shall be deemed a waiver of this covenant, or
the acceptance of the assignee, subtenant or occupant as a tenant or a release of the
original named Tenant from the further performance by the original named Tenant hereunder.
No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder
and Tenant shall remain fully and primarily liable therefor. No assignment or subletting,
or occupancy shall affect the Permitted Uses.
6.4 Except for transfers expressly
permitted pursuant to Section 6.2 hereof, if this Lease is assigned, or if any portion of
the Premises is sublet, then fifty (50%) of all money or other economic consideration
received by Tenant as a result of such assignment or subletting, however denominated under
the assignment or sublease, which exceeds, in the aggregate, (a) the total sums which
Tenant is obligated to pay Landlord under this lease (prorated to reflect obligations
allocable to any portion of the Premises subleased), plus (b) any reasonable expenses
incurred by Tenant in connection with the assignment or sublease, shall be paid to
Landlord in monthly installments as additional rent under this Lease, without affecting or
reducing any other obligations of Tenant hereunder. For purposes of making the calculation
described in the preceding sentence, the expenses incurred by Tenant shall be amortized on
a straight line basis over the remaining term of the Lease (in the case of an assignment)
or over the term of the sublease (in the case of a sublease).
ARTICLE VII
RESPONSIBILITY FOR
REPAIRS AND CONDITIONS OF PREMISES;
SERVICES TO BE
FURNISHED BY LANDLORD
7.1 LANDLORD'S REPAIRS. (a)
Except as otherwise provided in this Lease, Landlord agrees to keep in good order,
condition and repair the roof, public areas, exterior walls (including exterior glass) and
structure of the Building and all Building systems (including plumbing, HVAC and other
mechanical systems for the common areas of the Building, and electrical systems installed
by Landlord, but excluding any systems installed specifically for Tenant's benefit)
all insofar as they affect the Premises, except that Landlord shall in no event be
responsible to Tenant for the condition of glass in the Premises or for the doors (or
related glass and finish work) leading to the Premises, or for any condition in the
Premises or the Building caused by any act of Tenant, its agents, employees, invitees or
contractors. Landlord shall not be responsible to make any improvements or repairs to the
Building other than as expressly in this Section 7.1 provided, unless expressly provided
otherwise in this Lease.
(b)       
          Landlord shall never be liable to Tenant for any failure to make repairs which
          Landlord has undertaken to make under the provisions of this Section 7.1 or
          elsewhere in this Lease, unless Tenant has given written notice to Landlord of
          the need to make such repairs, and Landlord has failed to commence to make such
          repairs within a reasonable time after receipt of such notice, or fails to
          proceed with reasonable diligence to complete such repairs.
(c)       
          Any services which Landlord is required to furnish pursuant to the provisions of
          this Lease may, at Landlord's option be furnished from time to time, in
          whole or in part, by employees of Landlord or by the Manager of the Property or
          by one or more third persons.
7.2 TENANT'S AGREEMENT. (a)
Tenant will keep neat and clean and maintain in good order, condition and repair the
Premises and every part thereof, excepting only those repairs for which Landlord is
responsible under the terms of this Lease, reasonable wear and tear of the Premises, and
damage by fire or other casualty and as a consequence of the exercise of the power of
eminent domain; and shall surrender the Premises, at the end of the Term, in such
condition. Without limitation, Tenant shall continually during the Term of this Lease
maintain the Premises in accordance with all governmental laws, regulations, codes and
ordinances from time to time in effect and all directives, rules and regulations of the
proper officers of governmental agencies having jurisdiction provided, however, that
Tenant shall not be required to make structural alterations to the Premises or changes to
Building systems in order to comply with such laws, regulations, codes and ordinances
unless such alterations or changes are required because of Tenant's particular use of
the Premises. Tenant, at its own expense, shall obtain all permits, licenses and the like
required by applicable law. Notwithstanding the foregoing or the provisions of Article
XII, Tenant shall be responsible for the cost of repairs which may be necessary by reason
of damage to the Building caused by any act of Tenant or its agents, employees,
contractors or invitees (including any damage by fire or any other casualty arising
therefrom, but only to the extent not covered by insurances). Tenant shall procure and pay
for janitorial services within the Premises, or shall reimburse Landlord on demand in the
event Landlord procures such services and pays the costs thereof.
(b)       
          If repairs are required to be made by Tenant pursuant to the terms hereof,
          Landlord may demand that Tenant make the same forthwith, and if Tenant refuses
          or neglects to commence such repairs and complete the same within ten (10) days
          after such demand, or if such repairs cannot be commenced or completed within
          such ten (10) day period, Tenant commences such repairs within a reasonable
          period of time and diligently pursues such repairs to completion, Landlord may
          (but shall not be required to do so) make or cause such repairs to be made (the
          provisions of Section 16.18 being applicable to the costs thereof) and shall not
          be responsible to Tenant for any loss or damage that may accrue to Tenant's
          property or business by reason thereof, provided, however, that Landlord shall
          use reasonable efforts not to interfere with Tenant's property or business.
          Notwithstanding the foregoing, Landlord may elect to take action hereunder
          immediately and without notice to Tenant if Landlord reasonably believes an
          emergency to exist.
7.3 FLOOR LOAD – HEAVY
MACHINERY. (a) Tenant shall not place a load upon any floor in the Premises exceeding the
floor load per square foot of area which such floor was designed to carry and which is
allowed by law. Landlord reserves the right to prescribe the weight and position of all
business machines and mechanical equipment, including safes, which shall be placed so as
to distribute the weight. Business machines and mechanical equipment shall be placed and
maintained by Tenant at Tenant's expense in settings sufficient, in Landlord's
reasonable judgment, to absorb and prevent vibration, noise and annoyance. Tenant shall
not move any safe, heavy machinery, heavy equipment, freight, bulky matter or fixtures
into or out of the Building without Landlord's prior consent, which consent shall not
be unreasonably withheld, conditioned or delayed, and which consent may include a
requirement to provide insurance, naming Landlord as an additional insured, in such
amounts as Landlord may reasonably deem reasonable.
(b)       
          If such safe, machinery, equipment, freight, bulky matter or fixtures requires
          special handling, Tenant agrees to employ only persons holding a Master
          Rigger's License to do such work, and that all work in connection therewith
          shall comply with applicable laws and regulations. Any such moving shall be at
          the sole risk and hazard of Tenant, and Tenant will exonerate, indemnity and
          save Landlord harmless against and from any liability, loss, injury, claim or
          suit resulting directly or indirectly from such moving.
7.4 MAINTENANCE. Tenant shall
maintain the Premises in a clean condition in accordance with reasonable standards of
cleanliness. Tenant shall also be responsible for replacing light bulbs in the Premises,
and performing all maintenance within the Premises other than that which is expressly
allocated to Landlord in this Lease.
7.5 BUILDING SERVICES. (a) Landlord
shall, on Business Days from 8:00 a.m. to 5:30 p.m., furnish heating and cooling as normal
seasonal changes may require to provide reasonably comfortable space temperature and
ventilation for occupants of the Premises under normal business operation at an occupancy
of not more than one person per 125 square feet of Premises Rentable Area and an
electrical load not exceeding two watts per square foot of Premises Rentable Area;
provided, however, that Tenant shall pay the cost of all electricity used in connection
with such heating and cooling. If Tenant shall require air conditioning, heating or
ventilation outside of the hours and days above specified, Landlord shall furnish such
service and then, unless electricity is metered solely and directly to Tenant, Tenant
shall pay therefore such charges as may from time to time be in effect. In the event
Tenant introduces to the Premises personnel or equipment which overloads the capacity of
any of the Building systems or in any other way interferes with the ability of such
systems to perform adequately their proper functions, supplementary systems may, if and as
needed, at Landlord's option, be provided by Landlord, at Tenant's expense.
Landlord shall also provide:
Passenger elevator service from the existing passenger elevator system, if any,
                    in common with Landlord and other tenants in the Building at all times;
Hot and cold water (at temperatures supplied by the Town of Middletown) for
                    drinking, lavatory and toilet purposes. Landlord may install a water meter and
                    thereby measure Tenant's water consumption for all purposes. In the latter
                    event, Landlord shall pay the cost of the meter and the cost of installation
                    thereof and shall keep such meter and installation equipment in good working
                    order and repair and, after the installation of such meter, in lieu of
                    Tenant's water being included in and paid by Tenant as part of Operating
                    Expenses, Tenant agrees to pay for the water provided to the Premises, as shown
                    on such meter, at the rate imposed upon the Landlord by the Town of Middletown,
                    together with the sewer charge based on such meter charges, as and when bills
                    are rendered, and in default in making such payment Landlord may pay such
                    charges and collect the same from Tenant as an additional charge;
Access to the Premises on Business Days twenty-four hours per day, subject to
                    reasonable security restrictions and restrictions based on emergency conditions
                    and all other applicable provisions of this Lease; and
Removal and treatment of snow and ice from the parking areas, common sidewalks
                    located on the Property and the entrances to the Building.
(v)    
          Landscaping services to the Property.
(c)       
          Landlord reserves the right to curtail, suspend, interrupt and/or stop the
          supply of water, sewer service, electrical current and other services, and to
          curtail, suspend, interrupt and/or stop use of entrances and/or lobbies serving
          access to the Building, without thereby incurring any liability to Tenant, when
          necessary by reason of accident or emergency, or for repairs, alterations,
          replacements or improvements in the reasonable judgment of Landlord desirable or
          necessary, or when prevented from supplying such services or use by strikes,
          lockouts, difficulty in obtaining materials, accidents or any other cause beyond
          Landlord's control, or by laws, orders or inability, by exercise of
          reasonable diligence, to obtain electricity, water, gas, steam, coal, oil or
          other suitable fuel or power. No diminution or abatement of rent or other
          compensation, nor any direct, indirect or consequential damages shall or will be
          claimed by Tenant as a result of, nor shall this Lease or any of the obligations
          of Tenant be affected or reduced by reason of any such interruption,
          curtailment, suspension or stoppage in the furnishing of the foregoing services
          or use, irrespective of the cause thereof. Failure or omission on the part of
          Landlord to furnish any of the foregoing services or use shall not be construed
          as an eviction of Tenant, actual or constructive, nor entitle Tenant to an
          abatement of rent, nor to render the Landlord liable in damages, nor release
          Tenant from prompt fulfillment of any of its covenants under this Lease;
          provided, however, that Landlord agrees to take reasonable steps to diminish the
          effect of any interruption, curtailment, suspension or stoppage in the
          furnishing of such services and to arrange for the restoration of such services
          as soon as is reasonably practicable. Notwithstanding anything contained in this
          Lease to the contrary, in the event that, through no fault of Tenant, its
          agents, employees, invitees or contractors, the Landlord fails to or is unable
          to fulfill any of its obligations under this Lease or furnish services or
          utilities to the Premises such that Tenant is materially unable to use the
          Premises (or a portion thereof) for the conduct of its business for a period
          longer than 102 consecutive days, Basic Rent andEscalation Charges shall abate
          in proportion to and to the extent of such material interference and such
          unusable portion.
7.6 ELECTRICITY. (a) Tenant shall
purchase and receive electric current for the Premises directly from the public utility
corporation serving the Building and Landlord shall permit Landlord's existing wires,
risers, conduits and other electrical equipment of Landlord to be used for such purpose.
Tenant covenants and agrees that its use of electric current shall not, unless metered
solely and directly to Tenant, exceed two (2) watts per square foot of Premises Rentable
Area, and in no event shall its total connected load exceed the maximum load from time to
time permitted by applicable governmental regulations. Landlord shall not in any way be
liable or responsible to Tenant for any loss or damage or expense which Tenant may sustain
or incur if during the Term of this Lease, either the quantity or character of electric
current is changed or electric current is no longer available or suitable for
Tenant's requirements due to a factor or cause beyond Landlord's control. Tenant
shall pay all charges for electricity used or consumed in the Premises, including without
limitation, any and all electricity charges relating to the heating, ventilating and air
conditioning of the Premises. Landlord shall bear the cost of installation, repair and
maintenance of any electric meter to be used or installed in the Premises. In the event
that the electrical service to the Premises cannot be metered separately then shall pay
its proportionate share of the electricity costs to the Building.
(b)       
          In order to insure that the foregoing requirements are not exceeded and to avert
          possible adverse affect on the Building's electrical system, Tenant shall
          not, without Landlord's prior consent, connect any fixtures, appliances or
          equipment to the Building's electrical distribution system other than
          typewriters, computers, word processors, photocopiers, and other similar
          customary office equipment, and equipment used for light manufacturing, without
          the prior written consent of the Landlord. From time to time during the Term of
          this Lease, Landlord shall have the right to have an electrical consultant
          selected by Landlord make a survey of Tenant's electric usage, the result
          of which shall be conclusive and binding upon Landlord and Tenant. In the event
          that such survey shows that Tenant has exceeded the requirements set forth in
          paragraph (a), in addition to any other rights Landlord may have hereunder,
          Tenant shall, upon demand, reimburse Landlord for the costs of such survey.
ARTICLE VIII
REAL ESTATE TAXES
8.1 PAYMENTS ON ACCOUNT OF REAL
ESTATE TAXES. (a) For the purposes of this Article, the term "Tax Year" shall
mean the calendar year 2003 and each calendar year thereafter commencing during the Term
of this Lease; and the term "Taxes" shall mean real estate taxes assessed with
respect to the Property for any Tax Year, but specifically excluding income, franchise,
inheritance, estate, transfer and conveyance taxes, and any penalties or interest assessed
by reason of Landlord's failure to pay taxes when due.
(b)       
          Tenant shall pay to Landlord an amount equal to Taxes for the current calendar
          year multiplied by Tenant's Proportionate Share as defined in Article I,
          such amount to be apportioned for any fraction of a Tax Year in which the
          Commencement Date falls or the Term of this Lease ends.
(c)       
          Estimated payments by Tenant on account of Taxes shall be made monthly and at
          the time and in the fashion herein provided for the payment of Basic Rent. The
          monthly amount so to be paid to Landlord shall be sufficient to provide Landlord
          by the time real estate tax payments are due a sum equal to Tenant's
          required payments, as estimated by Landlord from time to time, on account of
          Taxes for the then current Tax Year. Within thirty (30) days after each Tax
          Year, Landlord shall promptly advise Tenant of the amount of Taxes actually
          billed for such Tax Year, together with reasonable supporting documentation, and
          the computation of Tenant's payment on account thereof. If the estimated
          payments theretofore made by Tenant for the Tax Year covered by such bills
          exceed the required payments on account thereof for such Year, Landlord shall
          credit the amount of overpayment against subsequent obligations of Tenant on
          account of Taxes (or refund such overpayment if the Term of this Lease has ended
          and Tenant has no further obligation to Landlord); but if Tenant's required
          payments for such Tax Year are greater than the estimated payments theretofore
          made on account thereof for such Tax Year, Tenant shall make payment to Landlord
          within thirty (30) days after being so advised by Landlord. Landlord shall have
          the same rights and remedies for the non-payment by Tenant of any payments due
          on account of Taxes as Landlord has hereunder for the failure of Tenant to pay
          Basic Rent.
8.2 ALTERNATE TAXES. (a) If some
method or type of taxation shall replace the current method of assessment of real estate
taxes in whole or in part, or the type thereof, or if additional types of taxes are
imposed upon the Property or Landlord relating to the Property (other than income,
franchise, inheritance, estate, transfer or conveyance taxes), Tenant agrees that Tenant
shall pay its Proportionate Share of the same as an additional charge computed in a
fashion consistent with the method of computation herein provided, to the end that
Tenant's share thereof shall be, to the maximum extent practicable, comparable to
that which Tenant would bear under the foregoing provisions.
(b)       
          If a tax (other than Federal or State net income tax) is assessed on account of
          the rents or other charges payable by Tenant to Landlord under this Lease,
          Tenant agrees to pay the same as an additional charge within ten (10) days after
          billing therefor, unless applicable law prohibits the payment of such tax by
          Tenant.
ARTICLE IX
OPERATING EXPENSES
9.1      DEFINITIONS.  For the purposes of this Article, the following terms shall have the following respective meanings:
(a)       
          Operating Year: The calendar year 2003, and each calendar year thereafter in
          which any part of the Term of this Lease shall fall, including any extended
          term.
(b)       
          Operating Expenses: The aggregate costs or expenses actually incurred by
          Landlord with respect to the operation, administration, cleaning, repair,
          maintenance and management of the Property (but specifically excluding Utility
          Expenses and Real Estate Taxes) all as set forth in Exhibit C annexed hereto,
          provided that, if during any portion of the Operating Year for which Operating
          Expenses are being computed, less than all of Building Rentable Area was
          occupied by tenants or if Landlord is not supplying all tenants with the
          services being supplied hereunder, the actual Operating Expenses for such
          Operating Year and the Base Operating Expenses shall be reasonably extrapolated
          by Landlord on an item by item basis to the estimated Operating Expenses that
          would have been incurred if the Building were fully occupied for such Years and
          such services were being supplied to all tenants, and such extrapolated amount
          shall, for the purposes hereof, be deemed to be the Operating Expenses for such
          Year and the Base Operating Expenses, as the case may be. Landlord shall use
          best efforts to obtain separate invoices for Operating Expenses which pertain to
          each of the buildings comprising Tech Plaza (as defined below), as compared to
          Tech Plaza as a whole. If Landlord is unable to obtain a separate invoice
          limited to the Building for any item is properly included in the calculation of
          Operating Expenses as compared to the entire Tech Plaza, and such item does in
          fact benefit the Building, then Landlord shall equitably and reasonably allocate
          such expenses among the buildings in Tech Plaza on the basis of the leasable
          square footage of each such building. "Tech Plaza" shall consist of
          the three (3) office buildings and parking areas adjacent thereto, together with
          the land on which the same is situated, all under the common ownership of
          Landlord and commonly known as Tech Plaza 2 Office Building, Tech Plaza 3 Office
          Building and Tech Plaza 4 Office Building located at 55 and 76 Hammarlund Way,
          and 88 Silva Lane, all in Middletown, Rhode Island.
(c)       
          Utility Expenses: The aggregate costs or expenses reasonably incurred by
          Landlord with respect to supplying electricity (other than electricity supplied
          to those portions of the Building leased to tenants), oil, steam, gas, water and
          sewer and other utilities supplied to the Property and not paid for directly by
          tenants, provided that, if during any portion of the Operating Year for which
          Utility Expenses are being computed, less than all Building Rentable Area was
          occupied by tenants or if Landlord is not supplying all tenants with the
          utilities being supplied hereunder, actual Utility Expenses for such Operating
          Year and Base Utility Expenses shall be reasonably extrapolated by Landlord on
          an item-by-item basis to the estimated Utility Expenses that would have been
          incurred if the Building were fully occupied for such Years and such utilities
          were being supplied to all tenants, and such extrapolated amount shall, for the
          purposes hereof, be deemed to be the Utility Expenses for such Year and the Base
          Utility Expenses, as the case may be.
9.2      TENANT'S PAYMENTS
(a)       
          Tenant shall pay to Landlord an amount equal to the Operating Expenses for each
          Operating Year multiplied by Tenant's Proportionate Share as defined in
          Article I, such amount to be apportioned for any partial Operating Year in which
          the Commencement Date falls or the Term of this Lease, including any extended
          term, ends.
(b)       
          Tenant shall pay to Landlord an amount equal to the Utility Expenses for each
          Operating Year multiplied by Tenant's Proportionate Share as defined in
          Article I, such amount to be apportioned for any partial Operating Year in which
          the Commencement Date falls or the Term of this Lease, including any extended
          term, ends.
(c)       
          Estimated payments by Tenant on account of Operating Expenses and Utility
          Expenses shall be made monthly and at the time and in the fashion herein
          provided for the payment of Basic Rent. The monthly amount so to be paid to
          Landlord shall be sufficient to provide Landlord by the end of each Operating
          Year a sum equal to Tenant's required payments, as estimated by Landlord
          from time to time during each Operating Year, on account of Operating Expenses
          and Utility Expenses for such Operating Year. After the end of each Operating
          Year, Landlord shall submit to Tenant a detailed accounting of Operating
          Expenses and Utility Expenses for such Year and Landlord shall certify to the
          accuracy thereof. If estimated payments theretofore made for such Year by Tenant
          exceed Tenant's required payment on account thereof for such Year,
          according to such statement, Landlord shall credit the amount of overpayment
          against subsequent obligations of Tenant with respect to Operating Expenses and
          Utility Expenses (or refund such overpayment if the Term of this Lease has ended
          and Tenant has no further obligation to Landlord), but, if the required payments
          on account thereof for such Year are greater than the estimated payments (if
          any) theretofore made on account thereof for such Year, Tenant shall make
          payment to Landlord within thirty (30) days after being so advised by Landlord.
          Landlord shall have the same rights and remedies for the nonpayment by Tenant of
          any payments due on account of Operating Expenses and Utility Expenses as
          Landlord has hereunder for the failure of Tenant to pay Basic Rent.
(d)       
          Tenant shall have the right to cause Landlord's determination of any of the
          Escalation Charges to be audited by an auditor reasonably acceptable to
          Landlord. The determination by such auditor shall be prima facie evidence of the
          proper amount of such Escalation Charges. If such audit shall indicate that
          Landlord's determination of any of the foregoing is (i) overstated, or (ii)
          understated, then in the case of (i) Landlord shall credit the difference
          against monthly installments of Basic Rent or Escalation Charges next thereafter
          coming due (or refund the difference if the Lease Term has ended and Tenant has
          no further obligation to Landlord), or in the case of (ii) Tenant shall pay to
          Landlord the amount of such excess. If as a result of any such audit it is
          determined that the Escalation Charges charged to Tenant are at least three (3%)
          percent more than should have been properly charged to Tenant, Landlord shall be
          responsible for the reasonable cost of any such audit.
ARTICLE X
INDEMNITY AND PUBLIC
LIABILITY INSURANCE
10.1 TENANT'S INDEMNITY. To the
maximum extent this agreement may be made effective according to law, Tenant agrees to
defend, indemnify and save harmless Landlord from and against all claims, loss, liability,
costs and damages of whatever nature arising from any Default by Tenant under this Lease
and to the extent not due to the fault of Landlord or those acting by or under Landlord,
the following: (a) from any accident, injury, death or damage whatsoever to any person, or
to the property of any person, occurring in the Premises; (ii) from any accident, injury,
death or damage occurring outside of the Premises but on the Property, where such
accident, damage or injury results from an act or omission on the part of Tenant or
Tenant's agents, employees, invitees or independent contractors; or (iii) in
connection with the conduct or management of the Premises or of any business, or any thing
or work whatsoever done, or any condition created by Tenant in or about the Premises; and,
in any case, occurring after the date of this Lease, until the end of the Term of this
Lease, and thereafter so long as Tenant is in occupancy of the Premises. This indemnity
and hold harmless agreement shall include indemnity against all costs, expenses and
liabilities incurred in, or in connection with, any such claim or proceeding brought
thereon, and the defense thereof, including, without limitation, reasonable
attorneys' fees and costs at both the trial and appellate levels. The provisions of
this Section 10.1 shall survive the expiration or any earlier termination of this Lease.
10.2 PUBLIC LIABILITY INSURANCE.
Tenant agrees to maintain in full force from the date upon which Tenant first enters the
Premises for any reason, throughout the Term of this Lease, and thereafter so long as
Tenant is in occupancy of any part of the Premises, a policy of general liability and
property damage insurance (including broad form contractual liability, independent
contractor's hazard and completed operations coverage) under which Landlord, Manager
(and such other persons as are in privity of estate with Landlord as may be set out in
notice from time to time) and Tenant are named as additional insureds, and under which the
insurer agrees to defend, indemnify and hold Landlord, Manager, and those in privity of
estate with Landlord, harmless from and against all cost, expense and/or liability arising
out of or based upon any and all claims, accidents, injuries and damages set forth in
Section 10.1. Each such policy shall be non-cancelable and non-amendable with respect to
Landlord, Manager, and Landlord's said designees without thirty (30) days, prior
notice to Landlord and shall be in at least the amount of the Initial Public Liability
Insurance specified in Section 1.3 or such greater amounts as Landlord shall from time to
time reasonably request, and a duplicate original or certificate thereof shall be
delivered to Landlord.
10.3 TENANT'S RISK. To the
maximum extent this agreement may be made effective according to law, Tenant agrees to use
and occupy the Premises and to use such other portions of the Property as Tenant is herein
given the right to use at Tenant's own risk; and Landlord shall have no
responsibility or liability for any loss of or damage to Tenant's Removable Property
or for any inconvenience, annoyance, interruption or injury to business arising from
Landlord's making any repairs or changes which Landlord is permitted by this Lease or
required by law to make in or to any portion of the Premises or other sections of the
Property, or in or to the fixtures, equipment or appurtenances thereof. Tenant shall carry
"all-risk" property insurance on a "replacement cost" basis (including
so-called improvements and betterments), and provide a waiver of subrogation as required
in Section 14.20. The provisions of this Section 10.3 shall be applicable from and after
the execution of this Lease and until the end of the Term of the Lease, and during such
further period as Tenant may use or be in occupancy of any part of the Premises or of the
Building.
10.4 INJURY CAUSED BY THIRD PARTIES.
To the maximum extent this agreement may be made effective according to law, Tenant agrees
that Landlord shall not be responsible or liable to Tenant, or to those claiming by,
through or under Tenant, for any loss or damage that may be occasioned by or through the
acts or omissions of persons occupying adjoining premises or any part of the premises
adjacent to or connecting with the Premises or any part of the Property or otherwise. The
provisions of this Section 10.4 shall survive the expiration or any earlier termination of
this Lease.
10.5 LANDLORD'S INSURANCE.
Landlord shall carry at all times during the term of the Lease with respect to the
Building and the Property, insurance against loss or damage from fire and other casualties
ordinarily included in a standard extended coverage or "all risks" endorsement.
Such insurance shall be in an amount equal to at least the replacement value of said
Building, issued by companies qualified to do business in the State of Rhode Island, and
shall provide a waiver of subrogation as required in section 16.20
ARTICLE XI
LANDLORD'S ACCESS
TO PREMISES
Landlord shall have the right to
enter the Premises at all reasonable hours provided such entry is in the presence of an
authorized representative of Tenant for the purpose of inspecting or making repairs to the
same, or to show the Premises to prospective or existing mortgagees and purchasers and,
during the last six (6) months of the Term, as the same may be extended, to prospective
tenants.
ARTICLE XII
FIRE, EMINENT DOMAIN,
ETC.
12.1 ABATEMENT OF RENT. If the
Premises shall be damaged by fire or casualty, Basic Rent and Escalation Charges and any
other Rent payable by Tenant shall abate proportionately for the period in which, by
reason of such damage, there is material interference with Tenant's use of the
Premises, having regard to the extent to which Tenant may be required to discontinue
Tenant's use of all or a portion of the Premises, but such abatement or reduction
shall end if and when Landlord shall have substantially restored the Premises (excluding
any alterations, additions or improvements made by Tenant pursuant to Section 5.2) to the
condition in which they were prior to such damage. If the Premises shall be affected by
any exercise of the power of eminent domain, Basic Rent and Escalation Charges and any
other Rent payable by Tenant shall be justly and equitably abated and reduced according to
the nature and extent of the loss of use thereof suffered by Tenant. In no event shall
Landlord have any liability for damages to Tenant for inconvenience, annoyance, or
interruption of business arising from such fire, casualty or eminent domain.
12.2 LANDLORD'S RIGHTS OF
TERMINATION. If the Premises or the Building are substantially damaged by fire or casualty
(the term "substantially damaged" meaning damage of such a character that the
same cannot, in ordinary course, reasonably be expected to be repaired within sixty (60)
days from the time the repair work would commence), or if any part of the Building is
taken by any exercise of the right of eminent domain, then Landlord shall have the right
to terminate this Lease (even if Landlord's entire interest in the Premises may have
been divested) by giving notice of Landlord's election so to do within sixty (60)
days after the occurrence of such casualty or the effective date of such taking, whereupon
this Lease shall terminate thirty (30) days after the date of such notice with the same
force and effect as if such date were the date originally established as the expiration
date hereof
12.3 RESTORATION. If this Lease shall
not be terminated pursuant to Section 12.2, Landlord shall thereafter use due diligence to
restore the Premises (excluding any alterations, additions or improvements made by Tenant)
to proper condition for Tenant's use and occupation, provided that Landlord's
obligation shall be limited to the amount of insurance proceeds available therefor. If for
any reason, such restoration shall not be substantially completed within three (3) months
after the expiration of the 60-day period referred to in Section 12.2 (which three-month
period may be extended for such periods of time as Landlord is prevented from proceeding
with or completing such restoration for any cause beyond Landlord's reasonable
control, but in no event for more than an additional three months), Tenant shall have the
right to terminate this Lease by giving notice to Landlord thereof within thirty (30) days
after the expiration of such period (as so extended). Upon the giving of such notice, this
Lease shall cease and come to an end without further liability or obligation on the part
of either party unless, within such 30-day period, Landlord substantially completes such
restoration. Such right of termination shall be Tenant's sole and exclusive remedy at
law or in equity for Landlord's failure so to complete such restoration.
12.4 AWARD. Landlord shall have and
hereby reserves and excepts, and Tenant hereby grants and assigns to Landlord, all rights
to recover for damages to the Property and the leasehold interest hereby created, and to
compensation accrued or hereafter to accrue by reason of such taking, damage or
destruction, and by way of confirming the foregoing, Tenant hereby grants and assigns, and
covenants with Landlord to grant and assign to Landlord, all rights to such damages or
compensation. Nothing contained herein shall be construed to prevent Tenant from, at its
sole cost and expense, prosecuting a separate condemnation proceeding with respect to a
claim for the value of any of Tenant's Removable Property installed in the Premises
by Tenant at Tenant's expense, Tenant's trade fixtures and for relocation
expenses, provided that such action shall not affect the amount of compensation otherwise
recoverable by Landlord from the taking authority.
ARTICLE XIII
DEFAULT
13.1     TENANT'S  DEFAULT.  (a) If at any time  subsequent to the date of this Lease any one or more of the following  events  (herein
referred to as a "Default of Tenant") shall occur and be continuing:
(i)       
          Tenant shall fail to pay the Basic Rent, Real Estate Taxes, Operating Expenses,
          Utility Expenses or other sums payable as additional charges hereunder within
          ten (10) days after written notice; provided, however, that no such notice shall
          be required upon the second such failure within any 365 day period; or
(ii)       
          Tenant shall neglect or fail to perform or observe any other covenant herein
          contained on Tenant's part to be performed or observed, or Tenant shall
          desert or abandon the Premises or the Premises shall become, vacant (regardless
          whether the keys shall have been surrendered or the rent and all other sums due
          shall have been paid), and Tenant shall fail to remedy the same within thirty
          (30) days after notice to Tenant specifying such neglect or failure, or if such
          failure is of such a nature that Tenant cannot reasonably remedy the same within
          such thirty (30) day period, Tenant shall fail to commence promptly to remedy
          the same and to prosecute such remedy to completion with diligence and
          continuity; or
(iii)       
          Tenant's leasehold interest in the Premises shall be taken on execution or
          by other process of law directed against Tenant; or
(iv)       
          Tenant shall make an assignment for the benefit of creditors or shall file a
          voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent,
          or shall file any petition or answer seeking any reorganization, arrangement,
          composition, readjustment, liquidation, dissolution or similar relief for itself
          under any present or future Federal, State or other statute, law-or regulation
          for the relief of debtors, or shall seek or consent to or acquiesce in the
          appointment of any trustee, receiver or liquidator of Tenant or of all or any
          substantial part of its properties, or shall admit in writing its inability to
          pay its debts generally as they become due; or
(v)       
          A petition shall be filed against Tenant in bankruptcy or under any other law
          seeking any reorganization, arrangement, composition, readjustment, liquidation,
          dissolution, or similar relief under any present or future Federal, State or
          other statute, law or regulation and shall remain undismissed or unstayed for an
          aggregate of sixty (60) days (whether or not consecutive), or if any debtor in
          possession (whether or not Tenant), trustee, receiver or liquidator of Tenant or
          of all or any substantial part of its properties or of the Premises shall be
          appointed without the consent or acquiescence of Tenant and such appointment
          shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether
          or not consecutive); then, (1) if such Default of Tenant shall occur prior to
          the Commencement Date, this Lease shall ipso facto, and without further act on
          the part of Landlord, terminate, and (2) if such Default of Tenant shall occur
          and be continuing after the Commencement Date, Landlord may terminate this Lease
          by notice to Tenant, and thereupon this Lease shall come to an end as fully and
          completely as if such date were the date herein originally fixed for the
          expiration of the Term of this Lease, and Tenant will then quit and surrender
          the Premises to Landlord, but Tenant shall remain liable as hereinafter
          provided.
(b)       
          If this Lease shall be terminated as provided in this Article, or if any
          execution or attachment shall be issued against Tenant or any of Tenant's
          property whereupon the Premises shall be taken or occupied by someone other than
          Tenant, then Landlord may, without notice, re-enter the Premises, either by
          summary proceedings, ejectment or otherwise in accordance with applicable law,
          and remove and dispossess Tenant and all other persons and any and all property
          from the same, as if this Lease had not been made, and Tenant hereby waives the
          service of notice of intention to re-enter or to institute legal proceedings to
          that end.
(c)       
          In the event of any termination, Tenant shall pay the Basic Rent, Real Estate
          Taxes, Operating Expenses, Utility Expenses and other sums payable hereunder up
          to the time of such termination, and thereafter Tenant, until the end of what
          would have been the Term of this Lease in the absence of such termination, and
          whether or not the Premises shall have been relet, shall be liable to Landlord
          for, and shall pay to Landlord, as liquidated current damages, the Basic Rent,
          Real Estate Taxes, Operating Expenses, Utility Expenses and other sums which
          would he payable hereunder if such termination had not occurred, less the net
          proceeds, if any, of any reletting of the Premises, after deducting all
          reasonable expenses in connection with such reletting, including, without
          limitation, all repossession costs, brokerage commissions, legal expenses,
          attorneys, fees, advertising, expenses of employees, alteration costs and
          expenses of preparation for such reletting. Tenant shall pay such current
          damages to Landlord monthly on the days which the Basic Rent would have been
          payable hereunder if this Lease had not been terminated.
(d)       
          At any time after such termination, whether or not Landlord shall have collected
          any such current damages, as liquidated final damages and in lieu of all such
          current damages beyond the date of such demand, at Landlord's election
          Tenant shall pay to Landlord an amount equal to the excess, if any, of the Basic
          Rent, Real Estate Taxes, Operating Expenses, Utility Expenses and other sums as
          hereinbefore provided which would be payable hereunder from the date of such
          demand (assuming that, for the purposes of this paragraph, annual payments by
          Tenant on account of Taxes, Utility Expenses and Operating Expenses would be the
          same as the payments required for the immediately preceding Operating or Tax
          Year) for what would be the then unexpired Term of this Lease if the same had
          remained in effect, over the then fair net rental value of the Premises for the
          same period.
(e)       
          In the case of any Default by Tenant, re-entry, expiration and dispossession by
          summary proceeding or otherwise, Landlord may (i) re-let the Premises or any
          part or part thereof, either in the name of Landlord or otherwise, for a term or
          terms which may at Landlord's option be equal to or less than or exceed the
          period, which would otherwise have constituted the balance of the Term of this
          Lease and may grant concessions or free rent to the extent that Landlord
          considers advisable and necessary to re-let the same and which are commercially
          reasonable and (ii) may make such reasonable alterations, repairs and
          decorations in the Premises as Landlord in its sole judgment considers advisable
          and necessary for the purpose of reletting the Premises; and the making of such
          alterations, repairs and decorations shall not operate or be construed to
          release Tenant from liability hereunder as aforesaid, Landlord shall in no event
          be liable in any way whatsoever for failure to re-let the Premises, or, in the
          event that the Premises are re-let, for failure to collect the rent under such
          re-letting. Tenant hereby expressly waives any and all rights of redemption
          granted by or under any present or future laws in the event of Tenant being
          evicted or dispossessed, or in the event of Landlord obtaining possession of the
          Premises, by reason of the violation by Tenant of any of the covenants and
          conditions of this Lease.
(f)       
          The specified remedies to which Landlord may resort hereunder are not intended
          to be exclusive of any remedies or means of redress to which Landlord may at any
          time be entitled to lawfully, and Landlord may invoke any remedy (including the
          remedy of specific performance) allowed at law or in equity as if specific
          remedies were not herein provided for.
(g)       
          All costs and expenses incurred by or on behalf of either party (including,
          without limitation, attorneys' fees and expenses) in successfully enforcing
          its rights hereunder or occasioned by any Default of Tenant or default by
          landlord, as the case may be, shall be paid by the non-defaulting party.
13.2 LANDLORD'S DEFAULT.
Landlord shall in no event be in default of the performance of any of Landlord's
obligations hereunder unless and until Landlord shall have unreasonably failed to perform
such obligation within a period of time reasonably required to correct any such default,
after notice by Tenant to Landlord specifying wherein Landlord has failed to perform any
such obligations.; provided, however, that the provisions of this Section shall not apply
to Section 4.1.
ARTICLE XIV
EXTENSION OPTION
OPTION TO EXTEND.
Provided
that, at the time of each such exercise, (i) this Lease is in full force and effect, and
(ii) no Default of Tenant shall have occurred and be continuing (either at the time of
exercise or at the commencement of an Extended Term), Tenant shall have the right and
option to extend the Term of this Lease for one extended term ( the "Extended
Term") of three (3) years by giving written notice to Landlord not later than one
hundred eighty (180) days prior to the expiration date of the original Term. The effective
giving of such notice of extension by Tenant shall automatically extend the Term of this
Lease for the Extended Term, and no instrument of renewal or extension need be executed.
In the event that Tenant fails timely to give such notice to Landlord, this Lease shall
automatically terminate at the end of the original Term, and Tenant shall have no further
option to extend the Term of this Lease. The Extended Term shall commence on the day
immediately succeeding the expiration date of the original Term, and shall end on the day
immediately preceding the third (3rd) anniversary of the first day of the Extended Term.
The Extended Term shall be on all the terms and conditions of this Lease, except: (i)
during the Extended Term, Tenant shall have no further option to extend the Term, and (ii)
the Basic Rent for the Extended Term shall be as indicated in Article I of this Lease.
ARTICLE XV
RIGHT OF FIRST OFFER
(a)    
          Tenant shall have a ("Right of First Offer") to lease up to ten
          thousand (10,000) rentable square feet of space abutting the Premises (the
          "First Offer Space"), subject to the rights of any Current Occupant.
          The "Current Occupant" shall be the tenant who occupies such First
          Offer Space as of the date of this Lease. In no event shall the Right of First
          Offer arise until the Current Occupant of the First Offer Space or any affiliate
          thereof elects not to continue in occupancy of the space in question, regardless
          of whether the Current Occupant has extension rights contained in its lease.
Landlord agrees not to lease the
First Offer Space to another tenant during the first six (6) months of the initial Term of
this Lease. Prior to offering any First Offer Space to any unrelated third party other
than a Current Occupant, Landlord will notify Tenant of its plans to so lease the First
Offer Space. Landlord's notice shall specify the square footage of the space, the
Basic Rent applicable to such space and the date of availability. Tenant will notify
Landlord within ten (10) business days of Landlord's notice if Tenant wishes to lease
such First Offer Space from Landlord on the terms and conditions so specified and
otherwise on substantially the same terms and conditions as contained in this Lease. If
Tenant notifies Landlord that it wishes to lease the First Offer Space, Landlord and
Tenant shall execute a mutually amendment to this Lease within ten (10) business days
incorporating the First Offer Space and such additional terms and conditions applicable
thereto. If Tenant fails to notify Landlord within said ten (10) business day period that
Tenant intends to lease such First Offer Space, Landlord shall be entitled to lease such
space to any third party on terms and conditions not materially different then the terms
and conditions contained in Landlord's notice to Tenant.
ARTICLE XVI
MISCELLANEOUS PROVISIONS
16.1 HAZARDOUS USE. Tenant covenants
and agrees that Tenant will not do or permit anything to be done in or upon the Premises,
or bring in anything or keep anything therein, which shall increase the rate of property
or liability insurance on the Premises or of the Building above the standard rate
applicable to premises being occupied for Permitted Uses; and Tenant further agrees that,
in the event that Tenant shall do any of the foregoing, Tenant will promptly pay to
Landlord, on demand any such increase resulting therefrom, which shall be due and payable
as an additional charge hereunder. The Landlord confirms that the use of propane gas as
described herein will not be considered an extra hazardous use; provided that tenant uses
such propane gas in accordance with all applicable federal, state and local laws.
16.2 WAIVER (a) Failure on the part
of Landlord or Tenant to complain of any action or non-action on the part of any other, no
matter how long the same may continue, shall never be a waiver by Tenant or Landlord,
respectively, of any of the other's rights hereunder. Further, no waiver at any time
of any of the provisions hereof by Landlord or Tenant shall be construed as a waiver of
any of the other provisions hereof, and a waiver at any time of any of the provisions
hereof shall not be construed as a waiver at any subsequent time of the same provisions.
The consent or approval of Landlord or Tenant to or of any action by the other requiring
such consent or approval shall not be construed to waive or render unnecessary
Landlord's or Tenant's consent or approval to or of any subsequent similar act
by the other.
(b)       
          No payment by Tenant, or acceptance by Landlord, of a lesser amount than shall
          be due from Tenant to Landlord shall be treated otherwise than as a payment on
          account of the earliest installment of any payment due from Tenant under the
          provisions hereof. The acceptance by Landlord of a check for a lesser amount
          with an endorsement or statement thereon, or upon any letter accompanying such
          check, that such lesser amount is payment in full, shall be given no effect, and
          Landlord may accept such check without prejudice to any other rights or remedies
          which Landlord may have against Tenant.
16.3 COVENANT OF QUIET ENJOYMENT.
Tenant, subject to the terms and provisions of this Lease, on payment of the Basic Rent
and Escalation Charges and observing, keeping and performing all of the other terms and
provisions of this Lease on Tenant's part to be observed, kept and performed, shall
lawfully, peaceably and quietly have, hold, occupy and enjoy the Premises during the term
hereof without hindrance or ejection by any persons lawfully claiming under Landlord to
have title to the Premises superior to Tenant; the foregoing covenant of quiet enjoyment
is in lieu of any other covenant, express or implied..
16.4 LANDLORD'S LIABILITY. (a)
Tenant specifically agrees to look solely to Landlord's then equity interest in the
Property at the time owned, for recovery of any judgment from Landlord; it being
specifically agreed that Landlord (original or successor) shall never be personally liable
for any such judgment, or for the payment of any monetary obligation to Tenant. The
provision contained in the foregoing sentence is not intended to, and shall not, limit any
right that Tenant might otherwise have to obtain injunctive relief against Landlord or
Landlord's successors in interest, or to take any action not involving the personal
liability of Landlord (original or successor) to respond in monetary damages from
Landlord's assets other than Landlord's equity interest in the Property.
(b)       
          With respect to any services or utilities to be furnished by Landlord to Tenant,
          Landlord shall in no event be liable for failure to furnish the same when
          prevented from doing because of a strike, lockout or other labor troubles,
          breakdown, accident, fire or other casualty, an order or regulation of or by any
          governmental authority, failure of supply, or inability by the exercise of
          reasonable diligence to obtain fuel, supplies, parts or labor necessary to
          furnish such services, war or other national emergency, or for any other cause
          which is beyond Landlord's reasonable control, or for any cause due to any
          act or neglect of Tenant or Tenant's servants, agents, employees, licensees
          or any person claiming by, through or under Tenant; nor shall any such failure
          give rise to any claim in Tenant's favor that Tenant has been evicted,
          either constructively or actually, partially or wholly; provided, however, that
          except as may be caused by Tenant or Tenant's servants, agents, employees,
          licensees or any person claiming by, through or under Tenant, Landlord shall use
          reasonable efforts to restore any such services or utilities.
(c)       
          In no event shall Landlord ever be liable to Tenant for any loss of business or
          any other indirect or consequential damages suffered by Tenant from whatever
          cause.
(d)       
          With respect to any repairs or restoration which are required or permitted to be
          made by Landlord, the same may be made during normal business hours and Landlord
          shall have no liability for damages to Tenant for inconvenience, annoyance or
          interruption of business arising therefrom provided Landlord exercises
          reasonable efforts to minimize any such inconvenience, annoyance or
          interruption.
16.5.    
          NOTICE TO MORTGAGEE OR GROUND LESSOR. After receiving notice from any person,
          firm or other entity that it holds a mortgage or a ground lease which includes
          the Premises, no notice from Tenant to Landlord alleging any default by Landlord
          shall be effective unless and until a copy of the same is given to such holder
          or ground lessor (provided Tenant shall have been furnished with the name and
          address of such holder or ground lessor), and the curing of any of
          Landlord's defaults by such holder or ground lessor shall be treated as
          performance by Landlord.
16.6 ASSIGNMENT OF RENTS AND TRANSFER
OF TITLE. (a) With reference to any conditional assignment by Landlord of Landlord's
interest in this Lease, or the rents payable hereunder, conditional in nature or
otherwise, which assignment is made to the holder of a mortgage on property which includes
the Premises, Tenant agrees that the execution thereof by Landlord, and the acceptance
thereof by the holder of such mortgage, shall never be treated as an assumption by such
holder of any of the obligations of Landlord hereunder unless such holder shall, by notice
sent to Tenant, specifically otherwise elect and that, except as aforesaid, such holder
shall be treated as having assumed Landlord's obligations hereunder only upon
foreclosure of such holder's mortgage or the taking of possession of the Premises.
(b)       
          In no event shall the acquisition of Landlord's interest in the Property by
          a purchaser which, simultaneously therewith, leases Landlord's entire
          interest in the Property back to the seller thereof be treated as an assumption
          by operation of law or otherwise, of Landlord's obligations hereunder, but
          Tenant shall look solely to such seller-lessee, and its successors from time to
          time in title, for performance of Landlord's obligations hereunder. In any
          such event, this Lease shall be subordinate to the lease to such purchaser
          provided that lessor-buyer recognizes Tenant's rights under this Lease and
          agrees not to disturb Tenant. For all purposes, such seller-lessee, and its
          successors in title, shall be the Landlord hereunder unless and until
          Landlord's position shall have been assumed by such purchaser-lessor;
          provided, however, that a termination of the lease between lessor-buyer and
          lessee-seller shall not cause a termination of this Lease.
(c)       
          Except as provided in paragraph (b) of this Section, in the event of any
          transfer of title to the Property by Landlord, Landlord shall thereafter be
          entirely freed and relieved from the performance and observance of all covenants
          and obligations hereunder which accrue after the transfer of title provided,
          that Landlord's successor agrees to perform and observe the covenants and
          obligations of Landlord hereunder. Landlord continue to remain responsible for
          the performance of covenants and obligations which accrue prior to such
          transfer. Notwithstanding the provisions of Section 16.4 hereof, Landlord shall
          be responsible to Tenant to the extent of the proceeds for the Property received
          by Landlord.
16.7 RULES AND REGULATIONS. Tenant
shall abide by rules and regulations from time to time established by Landlord, it being
agreed that such rules and regulations will be established and applied by Landlord in a
non-discriminatory fashion, such that all rules and regulations shall be generally
applicable to other tenants of the Building of similar nature to the Tenant named herein.
Landlord agrees to use reasonable efforts to insure that any such rules and regulations
are uniformly enforced, but Landlord shall not be liable to Tenant for violation of the
same by any other tenant or occupant of the building, or persons having business with
them. In the event that there shall be any conflict between such rules and regulations and
the provisions of this Lease, the provisions of this Lease shall control. The rules and
regulations to be in effect as of the Commencement Date are attached hereto as Exhibit C.
16.8 ADDITIONAL CHARGES. If Tenant
shall fail to pay when due any sums under this Lease designated or payable as an
additional charge, Landlord shall have the same rights and remedies as Landlord has
hereunder for failure to pay Basic Rent.
16.9 INVALIDITY OF PARTICULAR
PROVISIONS. If any term or provision of this Lease, or the application thereof to any
person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of
this Lease, or the application of such term or provision to persons or circumstances other
than those as to which it is held invalid or unenforceable, shall not be affected thereby,
and each term and provision of this Lease shall be valid and be enforced to the fullest
extent permitted by Law.
16.10 PROVISIONS BINDING, ETC. Except
as herein otherwise provided, the terms hereof shall be binding upon and shall inure to
the benefit of the successors and assigns, respectively, of Landlord and Tenant and, if
Tenant shall be an individual, upon and to his heirs, executors, administrators,
successors and assigns. Each term and each provision of this Lease to be performed by
Tenant shall be construed to be both a covenant and a condition. The reference contained
to successors and assigns of Tenant is not intended to constitute a consent to assignment
by Tenant, but has reference only to those instances in which Landlord may later give
consent to a particular assignment as required by those provisions of Article VI hereof.
16.11 RECORDING. Tenant agrees not to
record this Lease, but each party hereto agrees, on the request of the other, to execute a
so-called notice or memorandum of lease in form recordable and complying with applicable
law and reasonably satisfactory to Landlord's and Tenant's attorneys. In no
event shall such document set forth the rent or other charges payable by Tenant under this
Lease; and any such document shall expressly state that it is executed pursuant to the
provisions contained in this Lease, and is not intended to vary the terms and conditions
of this Lease.
16.12 NOTICES. Whenever, by the terms
of this Lease, notices, consents or approvals shall or may by given either to Landlord or
to Tenant, such notices, consents or approvals shall be in writing and shall he sent by
registered or certified mail, return receipt requested, postage prepaid as follows.
If intended for Landlord, addressed
to Landlord at Landlord's Original Address (or to such other address as may from time
to time hereafter be designated by Landlord by like notice).
If intended for Tenant, addressed to
Tenant at Tenant's Original Address until the Commencement Date and thereafter to the
Premises (or to such other address or addresses as may from time to time hereafter be
designated by Tenant by like notice) and a copy, when necessary pursuant to the terms of
Exhibit D, to Tenant's Creditor at Tenant's Creditor's Address.
All such notices shall he effective
when deposited in the United States Mail within the Continental United States, provided
that the same are received in ordinary course at the address to which the same were sent.
16.13 WHEN LEASE BECOMES BINDING. The
submission of this document for examination and negotiation does not constitute an offer
to lease, or a reservation of, or option for, the Premises, and this document shall become
effective and binding only upon the execution and delivery hereof by both Landlord and
Tenant. All negotiations, considerations, representations and understandings between
Landlord and Tenant are incorporated herein and this Lease expressly supersedes any
proposals or other written documents relating hereto. This Lease may be modified or
altered only by written agreement between Landlord and Tenant, and no act or omission of
any employee or agent of Landlord shall alter, change or modify any of the revisions
hereof.
16.14 PARAGRAPH HEADINGS. The
paragraph headings throughout this instrument are for convenience and reference only and
the words contained therein shall in no way be held to explain, modify, amplify or aid in
the interpretation, construction, or meaning of the provisions of this Lease.
16.15    RIGHTS OF MORTGAGEE OR GROUND LESSOR
.    
          (a) This Lease shall be subordinate to any mortgage or ground lease from time to
          time encumbering the Premises, whether executed and delivered prior to or
          subsequent to the date of this Lease, if the holder of such mortgage or ground
          lease shall so elect provided that the holder thereof agrees not to disturb
          Tenant's possession of the Premises. If this Lease is subordinate to any
          mortgage or ground lease and the holder thereof (or successor) shall succeed to
          the interest of Landlord, at the election of such holder (or successor), Tenant
          shall attorn to such holder and this Lease shall continue in full force and
          effect between such holder (or successor) and Tenant provided that such
          successor agrees not to disturb Tenant's possession of the Premises.
Tenant agrees to execute such
instruments of subordination or attornment in confirmation of the foregoing agreement as
such holder may request provided that such holder executes an instrument agreeing not to
disturb Tenant's possession of the premises. Failure to comply with any such request
shall be deemed a Default of Tenant under this Lease.
(b)    
          Landlord agrees to use reasonable efforts to obtain from the holder of each
          mortgage or ground lease encumbering the Premises an agreement in recordable in
          form, to the effect that in the event of foreclosure of or similar action taken
          under such mortgage or termination of such ground lease, this Lease shall not be
          terminated or disturbed by such mortgageholder or ground lessor or anyone
          claiming under such mortgageholder or ground lessor, so long as Tenant shall not
          be in default beyond any applicable grace and cure periods under this Lease. The
          form of any such agreement shall be the form as required by any such. It is
          agreed and understood that the provisions of this clause (b) shall only be
          applicable to the rights of the original Tenant named herein and such rights
          shall not inure to the benefit of, nor be applicable to, any successor or assign
          of Tenant.
16.16 STATUS REPORT. Recognizing that
both parties may find it necessary to establish to third parties, such as accountants,
banks, mortgagees, ground lessors, or the like, the then current status of performance
hereunder, either party, on the request of the other made from time to time, will within
ten days after a written request, furnish to Landlord, or the holder of any mortgage or
ground lease encumbering the Premises, or to Tenant, as the case may be, a statement of
the status of any matter pertaining to this Lease, including, without limitation,
acknowledgement that (or the extent to which) each party is in compliance with its
obligations under the terms of this Lease.
16.17 SECURITY DEPOSIT. (a) Landlord
acknowledges that it has received $5,357.50 as a security deposit ('the Security
Deposit'), as security for the faithful performance and observance by Tenant of the
terms, provisions and conditions of this Lease.
(b)       
          Landlord shall have the right from time to time without prejudice to any other
          remedy Landlord may have on account thereof, to apply all or part of the
          Security Deposit to Landlord's damages arising from, or to cure, any
          Default of Tenant. If Landlord shall so apply all or part of the Security
          Deposit, Tenant shall immediately deposit with Landlord the amount so applied.
          In the event there is no existing Default of Tenant at such time, Landlord shall
          promptly return any cash security deposit which it is holding, or so much
          thereof as shall theretofore not been applied in accordance with the terms of
          this Section 16.17, to Tenant on the expiration or earlier termination of the
          Term of this Lease and surrender of possession of the Premises by Tenant to
          Landlord at such time. While Landlord holds the Security Deposit, Landlord shall
          have no obligation to pay interest on the same and shall have the right to
          commingle the same with Landlord's other funds. If Landlord conveys
          Landlord's interest under this Lease, the Security Deposit, or any part
          thereof not previously applied, may be turned over by Landlord to
          Landlord's grantee, and, if so turned over, Tenant agrees to look solely to
          such grantee for proper application of the Security Deposit in accordance with
          the terms of this Section 16.17, and the return thereof in accordance therewith.
          The holder of a mortgage shall not be responsible to Tenant for the return or
          application of any cash security deposit delivered to Landlord in connection
          with this Lease, whether or not it succeeds to the position of Landlord
          hereunder unless such deposit shall have been received in hand by such holder.
16.18 REMEDYING DEFAULTS. After the
expiration of any applicable notice and cure periods, Landlord shall have the right, but
shall not be required, to pay such sums or to do any act which requires the expenditure of
monies which may be necessary or appropriate by reason of the failure or neglect of Tenant
to perform any of the provisions of this Lease, and in the event of the exercise of such
right by Landlord, Tenant agrees to pay to Landlord forthwith upon demand all such sums,
together with interest thereon at a rate equal to 1.5% over the prime rate in effect from
time to time at Fleet Boston (but in no event less than 12%), as an additional charge. Any
payment of Basic Rent, Escalation Charges or other sums payable hereunder not paid when
due shall, at the option of Landlord, bear interest at a rate equal to 1.5% over the prime
rate in effect from time to time at Fleet Boston (but in no event less than 12%) from the
due date thereof and shall be payable forthwith on demand by Landlord, as an additional
charge.
16.19 HOLDING OVER. Any holding over
by Tenant after the expiration of the Term of this Lease shall be treated as a daily
tenancy at sufferance at a rate equal to the then fair rental value of the Premises but in
no event less twice the sum of (i) Basic Rent and (ii) Escalation Charges in effect on the
expiration date. Otherwise, such holding over shall be on the terms and conditions set
forth in this Lease as far as applicable.
16.20 WAIVER OF SUBROGATION. Insofar
as, and to the extent that, the following provision shall not make it impossible to secure
insurance coverage obtainable from responsible insurance companies doing business in the
locality in which the Property is located (even though extra premium may result therefrom)
Landlord and Tenant mutually agree that any property damage insurance carried by either
shall provide for the waiver by the insurance carrier of any right of subrogation against
the other, and they further mutually agree that, with respect to any damage to property,
the loss from which is covered by insurance then being carried by them, respectively, the
one carrying such insurance and suffering such loss releases the other of and from any and
all claims with respect to such loss to the extent of the insurance proceeds paid with
respect thereto.
16.21 SURRENDER OF PREMISES. Upon the
expiration or earlier termination of the Term of this Lease, Tenant shall peaceably quit
and surrender to Landlord the Premises in neat and clean condition and in good order,
condition and repair, together with all alterations, additions and improvements which may
have been made or installed in, on or to the Premises prior to or during the Term of this
Lease, excepting only ordinary wear and use and damage by fire or other casualty for
which, under other provisions of this Lease, Tenant has no responsibility of repair and
restoration and taking by eminent domain. Tenant shall remove all of Tenant's
Removable Property and, to the extent specified by Landlord at the time Landlord approves
the installation thereof, all alterations and additions made by Tenant and all partitions
wholly within the Premises; and shall repair any damage to the Premises or the Building
caused by such removal. Any Tenant's Removable Property which shall remain in the
Building or on the Premises after the expiration or termination of the Term of this Lease
shall be deemed conclusively to have been abandoned, and either may be retained by
Landlord as its property or may be disposed of in such manner as Landlord may see fit, at
Tenant's sole cost and expense.
16.22 [Intentionally
deleted]
16.23 BROKERAGE. Tenant warrants and
represents that Tenant has dealt with no broker in connection with the consummation of
this Lease other than CB Richard Ellis-N.E., LP (the "Broker"), and, in the
event of any brokerage claims against Landlord predicated upon prior dealings with Tenant,
Tenant agrees to defend the same and indemnify Landlord against any such claim (except any
claim by the Brokers). Provided this Lease is fully-executed and exchanged between the
parties, Landlord shall pay the brokerage commission due to the Broker pursuant to a
separate agreement.
16.24.    
          HAZARDOUS MATERIALS. Tenant shall not (either with or without negligence) cause
          or permit the escape, disposal, release or threat of release of any biologically
          or chemically active or other Hazardous Materials (as said term is hereafter
          defined) on, in, upon or under the Property or the Premises. Tenant shall not
          allow the generation, storage, use or disposal of such Hazardous Materials in
          any manner not sanctioned by law or by the highest standards prevailing in the
          industry for the generation, storage, use and disposal of such Hazardous
          Materials, nor allow to be brought into the Property any such Hazardous
          Materials except for use in the ordinary course of Tenant's business, and
          then only after written notice is given to Landlord of the identity of such
          Hazardous Materials; provided, however, that Tenant shall not be required to
          notify Landlord about the identity of ordinary and usual office and household
          products in common use. Hazardous Materials shall include, without limitation,
          any material or substance which is (i) petroleum, (ii) asbestos, (iii)
          designated as a "hazardous substance" pursuant to Section 311 of the
          Federal Water Pollution Control Act, 33 U.S.C. 1251 et seq. (33 U.S.C. Sec.
          1321) or listed pursuant to 307 of the Federal Water Pollution Control Act (33
          U.S.C. Sec. 1317), (iv) defined as a "hazardous waste" pursuant to
          Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Sec. 6901
          et seq. (42 U.S.C. Sec. 6903), (v) defined as a "hazardous substance"
          pursuant to Section 101 of the Comprehensive Environmental Response,
          Compensation, and Liability Act, 42 U.S.C. Sec. 9601 et seq. (42 U.S.C. Sec.
          9601), as amended, or (vi) defined as "oil" or a "hazardous
          waste", a "hazardous substance", a "hazardous material"
          or a "toxic material" under any other law, rule or regulation
          applicable to the Property, including, without limitation, R.I. Gen. Laws
          Section 23-19.1-4, as amended. If any lender or governmental agency shall ever
          require testing to ascertain whether or not there has been any release of
          Hazardous Materials, then the reasonable costs thereof shall be reimbursed by
          Tenant to Landlord upon demand as additional charges but only if such
          requirement applies to the Premises and may be the result of the acts or
          omissions of Tenant or persons acting under Tenant. In addition, Tenant shall
          execute affidavits, representations and the like, from time to time, at
          Landlord's request concerning Tenant's best knowledge and belief
          regarding the presence of Hazardous Materials on the Premises. In all events,
          Tenant shall indemnify and save Landlord harmless from any release or threat of
          release or the presence or existence of Hazardous Materials on the Premises
          occurring while Tenant is in possession, or elsewhere on the Property if caused
          by Tenant or persons acting under Tenant. The within covenants and indemnity
          shall survive the expiration or earlier termination of the Term of this Lease.
Landlord expressly reserves the right
to enter the Premises to perform regular inspections. at reasonable times and upon
reasonable notice.
16.25.    
          REQUIREMENTS OF PUBLIC AUTHORITY. (a) Legal Requirements. Tenant shall, at its
          own cost and expense, promptly observe and comply with all Legal Requirements
          (as said term is hereafter defined). Tenant shall pay all costs, expenses,
          liabilities, losses, damages, fines, penalties, claims and demands, that may in
          any manner arise out of or be imposed on the Landlord or the Property because of
          the failure of Tenant to comply with the covenants of this Section 16.25 or any
          Legal Requirement.; provided, however, that Tenant shall not be required to make
          structural changes to the Building or the Premises, or to systems serving
          serving the Building or the Premises, unless required by Tenant's
          particular use of the Premises As used herein, the term "Legal
          Requirements" shall mean and include all Federal, State, county and local
          laws, rules, ordinances, codes, regulations, statutes, administrative orders,
          by-laws or orders of any governmental agency or authority applicable to, imposed
          upon or relating to Tenant's use and enjoyment of the Premises by Tenant or
          anything done on the Property by Tenant or its agents, employees,
          representatives or contractors, as the same are the responsibility of Tenant
          under this Lease.
(b)       
          Contests. Provided that there shall then exist no Default of Tenant, Tenant
          shall have the right to contest by appropriate legal proceedings diligently
          conducted in good faith, in the name of the Tenant, without cost, expense,
          liability or damage to the Property or to Landlord, the validity or application
          of any Legal Requirement and, if compliance with any of the terms of any such
          Legal Requirement may legally be delayed pending the prosecution of any such
          proceeding, Tenant may delay such compliance therewith until the final
          determination of such proceeding (but in no event shall such a delay or extend
          the Commencement Date), provided in each case that: (i) Landlord shall not be
          subject to civil or criminal, claims, penalty or damages or to prosecution for a
          crime, nor shall the Property or any equipment and improvements therein or any
          part thereof be subject to being condemned or vacated, or subject to any lien or
          encumbrance, by reason of non-compliance or otherwise by reason of such contest;
          (ii) before the commencement of such contest, Tenant shall furnish to Landlord
          the bond of a surety company satisfactory to Landlord, in form and substance
          satisfactory to Landlord and in an amount equal to one hundred percent (100%) of
          the cost of such compliance (as estimated by Landlord) and shall indemnify
          Landlord against the cost of such compliance and any liability resulting from or
          incurred in connection with such contest or non-compliance (including, without
          limitation, attorneys fees); (iii) such non-compliance or contest shall not
          constitute or result in any violation of any mortgage or ground lease now or
          hereafter encumbering the Property, or if any present or future holder of any
          such mortgage or the lessor's position under any ground lease (a "Land
          Lessor") shall condition such non-compliance or contest upon the taking of
          action or furnishing of security by Landlord, such action shall be taken and
          such security shall be furnished at the expense of Tenant; and (iv) Tenant shall
          keep Landlord regularly advised as to the status of such proceedings in good
          faith and shall diligently prosecute same to completion. Landlord shall be
          deemed subject to prosecution for a crime if Landlord, any present or future
          holder of any such mortgage, a Land Lessor or any of their officers, directors,
          partners, shareholders, agents or employees, is charged with a crime of any kind
          whatever unless such charge is withdrawn five (5) days before such party is
          required to plead or answer thereto. This Section 16.25 shall survive the
          expiration or earlier termination of this Lease.
16.26 COMPLIANCE WITH THE AMERICANS
WITH DISABILITIES ACT; LANDLORD'S AND TENANT'S OBLIGATIONS. In any case where it
is determined that the Americans with Disabilities Act of 1990, 42 U.S.C. Sec. 12001 et
seq., as amended (the "Americans with Disabilities Act"), and any regulations
issued pursuant thereto shall be applicable to the Building or the Premises, it is agreed
and understood that the costs of work improvements and materials necessary to effect such
compliance shall be borne by Landlord or Tenant, as applicable in accordance with the
following allocations:
Location
Party Responsible for Costs
Exterior
of Premises including common areas not exclusively used by
Tenant                                               Landlord
Premises
including commonareas
exclusively used by
Tenant                                               Tenant
16.27 INDEMNITIES. Wherever in this
Lease it is provided that one of the parties hereto (the "Indemnitor") agrees to
indemnify the other party hereto (the "Indemnitee"), it is hereby agreed that:
(a)       
          As soon as reasonably practical after obtaining knowledge of the existence of a
          claim or demand upon which it may be entitled to indemnification, the Indemnitee
          shall provide written notice thereof to the Indemnitor, which notice shall state
          the facts giving rise to the claim or demand for which the indemnity is
          asserted;
(b)       
          The Indemnitee shall cooperate in the defense of any such claim or demand (at no
          cost to the Indemnitee), including making available at reasonable times to the
          Indemnitor and its counsel the personnel and records of the Indemnitee relevant
          to such defense; and
(c)       
          No such action, suit or proceeding shall be settled otherwise compromised
          without (i) giving the Indemnitee timely notice of such proposed settlement or
          compromise and (ii) the express written consent of the Indemnitee.
16.28    FINANCIAL  INFORMATION.  The Tenant shall furnish or cause to be furnished to the Landlord the Tenant's  financial  statements
in the for, at the times, and otherwise comply with the following requirements:
(a)       
          Within one hundred twenty (120) days of the close of Tenant's fiscal year,
          the audited financial statements of Tenant or accountant prepared statements and
          in such instance certified by a principal or officer of Tenant having knowledge
          of the facts as true to the best of his/her knowledge and belief;
(b)       
          By April 15th of each year or upon request, copies of Tenant's federal tax
          returns. If Tenant extends the tax filing period, Tenant shall deliver copies of
          said extension to Landlord and shall provide copies of tax returns to Landlord
          upon filing.
Notwithstanding the foregoing, so
long as Tenant is a publicly traded company and files all submissions required by law with
the Securities and Exchange Commission and such submissions are readily available to the
general public, Tenant shall not be required to be deliver to Landlord the financial
statements described in this Section 16.28.
16.29 GOVERNING LAW. This Lease shall
be governed exclusively by the provisions hereof and by the laws of the State of Rhode
Island, as the same may from time to time exist.
16.30    LANDLORD'S  WAIVER.  Upon request of Tenant,  Landlord agrees to execute a Landlord's Waiver in substantially the same form as
the Landlord's Waiver attached hereto as Exhibit D
IN WITNESS WHEREOF, Landlord and
Tenant have caused this Lease to be duly executed, under seal, by persons hereunto duly
authorized, in multiple copies, each to be considered an original hereof, as of the date
first set forth above.
TENANT:                                              LANDLORD:

                                                                       Tech Plaza 2, 3 & 4, LLC
By:
______________________ By: Atlas Investment Group
Its _______________________                                  Its: Manager
                                                                       Hereunto duly authorized

                                                                       By:_____________________
                                                                       Demetri Dasco, Manager
                                                                       Hereunto duly authorized
EXHIBIT A
TO LEASE
BETWEEN TECH PLAZA 2, 3
& 4, LLC, LANDLORD
AND
TENANT
PLAN SHOWING PREMISES
EXHIBIT A.1
TO LEASE
BETWEEN TECH PLAZA 2, 3 &
4, LLC, LANDLORD
AND
KVH INDUSTRIES, INC.,
TENANT
BUILDOUT SPECIFICATIONS
Design Build
Construction Exhibit
Landlord's Work
1.    
          Preparation of Plans and Specifications.
Landlord
and Tenant have reached agreement on a preliminary design plan and approved finishes for
the buildout of leasehold improvements within the Premises (the "Approved Plan")
a copy of which is attached as Schedule A-2 hereto and made a part hereof.
2.    
          Landlord's Work.
(a)       
          The work shown on the Approved Plan and Atlas Letter shall be deemed
          "Landlord's Work" unless otherwise noted thereon. Following final
          approval of the Approved Plan, Landlord agrees to apply for a building permit
          and, upon issuance thereof, to use reasonable efforts to cause Landlord's
          Work to be completed, installed or performed, as the case may be, in accordance
          therewith, subject only to minor variations and/or variations necessitated by
          the unavailability of specified materials and equipment. Except as above
          provided, no deviation from the Approved Plan shall be made by either party
          except by written change order approved by the other party, which approval shall
          not be unreasonably withheld or delayed. In the event Tenant requests or causes
          the need for any change orders with respect to Landlord's Work, the net
          cost of such change orders shall be at Tenant's sole cost and any delays
          resulting therefrom shall constitute "Tenant Delays" hereunder.
Tenant
hereby designates ___________________ (who may be changed by Tenant at any time upon
giving Landlord prior written notice thereof) who Tenant agrees shall be available to meet
and consult with Landlord at the Premises as Tenant's representative
("Tenant's Representative") respecting the matters which are the subject of
this Exhibit A-1 and who shall have the power to legally bind Tenant with respect to
notices from Tenant to Landlord making requests for and approving changes, giving approval
of plans or work, or giving directions to Landlord under this Exhibit A-1.
(b)       
          After agreement upon the Approved Plan, Landlord will prepare a bidding package
          for Landlord's Work based upon the Approved Plan, and the successful bidder
          with whom Landlord contracts for performance of Landlord's Work shall be
          deemed "Landlord's Contractor".
3 Building Standard Finish. Unless
the Approved Plan or Atlas Letter specifically states otherwise, Landlord's Work
shall conform to the standard finishes for the Building.
4.    
          Delivery & Acceptance of Possession. When Landlord's Work is
          Substantially Complete, Landlord shall deliver to Tenant a written notice (the
          "Completion Notice") certifying the same. Within five (5) days after
          Landlord delivers the Completion Notice, Tenant and a representative of Landlord
          shall jointly inspect the Premises, as Tenant deems appropriate and Tenant shall
          be deemed to have accepted the Premises if the Landlord's work is
          Substantially Complete (in their condition as of the date of the Completion
          Notice but without waiving Landlord's obligation, if any, to correct punch
          list items pursuant to Paragraph 6 below) effective on the earlier of (i) the
          date of such joint inspection, or (ii) the fifth (5th) business day after
          Landlord delivers the Completion Notice. For the purposes hereof, the
          Landlord's Work shall not be deemed "Substantially Complete"
          unless (i) an Occupancy Permit has been issued for the Premises, (ii) the
          Premises can be used by Tenant for their intended purpose and (iii) there remain
          only minor items to complete the installation or performance of which will not
          unreasonably interfere with Tenant's intended use of the Premises.
5.    
          Punch List. Provided that the Premises are Substantially Complete, if, as a
          result of the aforementioned joint inspection of Landlord's Work, Tenant
          discovers minor deviations or variations from the Approved Plan or Atlas Letter,
          or items which are defective or in need of repair or replacement, of a nature
          commonly found on a "punch list" (as that term is used in the
          construction industry), Tenant shall promptly notify Landlord of such deviations
          or items; provided, however, that in the event of a dispute, Landlord (or
          Landlord's Architect) and Tenant (or Tenant's Architect) shall
          negotiate in good faith, using their reasonable discretion, to determine which
          items constitute punch list items. The existence of such punch list items shall
          not postpone the Commencement Date of the Lease nor the obligation of Tenant to
          pay Rent, additional rent or any other charges due under the Lease. Within five
          (5) days after the punch list is prepared by the parties, Landlord will cause
          its contractor(s) to commence, and to proceed with all reasonable diligence, to
          correct the items noted on the punch list.
6.    
          Tenant Delays. "Tenant Delay(s)" shall mean delays in the preparation
          of Approved Plans and/or in the bidding, contracting and/or construction of
          Landlord's Work caused by the acts or omissions of Tenant, or any of its
          agents, employees, and/or contractors or resulting from any change order or long
          lead item with respect to Landlord's Work caused or requested by Tenant, or
          any other delay which is defined in any part of the Lease or this Exhibit A-1 as
          a "Tenant Delay". The applicable provisions of Paragraph 7, below,
          shall apply in the event of any Tenant Delay.
7.    
          Remedies.
(a)       
               (i) If the Premises are Substantially Complete, and to the extent the
               non-completion of any item(s) of Landlord's Work does not materially and
               adversely affect Tenant's ability to lawfully take occupancy of the
               Premises, to commence or complete Tenant's Work or to install its fixtures,
               furniture, equipment and personal property therein, and provided Landlord
               continues to pursue the completion of such items with all due diligence, such
               non-completion shall not affect the Commencement Date or otherwise result in or
               give rise to any damages or penalties payable by Landlord to Tenant, or
               otherwise constitute a default by Landlord under the Lease.
(ii)       
               If and to the extent the non-completion of such item(s) of Landlords's Work
               does materially and adversely affect Tenant's ability to lawfully take
               occupancy of the Premises, to commence or complete Tenant's Work, or to
               install its fixtures, furniture, equipment, and personal property therein, then
               the validity of the Lease shall not be in any way affected, except that (A) the
               Commencement Date and the Rent Commencement Date shall be extended one (1) day
               for each day of actual delay in the Substantial Completion of Landlord's
               Work and, for each day after thirty (30) of the execution of this agreement that
               Landlord's Work is incomplete Tenant will be credited two (2) days rent. If
               Substantial Completion of Landlord's Work has not been achieved forty-five
               (45) days from the execution of this agreement, Tenant may, but shall not be
               required to, terminate this Lease by written notice delivered to Landlord prior
               to Substantial Completion.
(b)       
               (i) If and to the extent the Substantial Completion of any item(s) of
               Landlord's Work is delayed due to Tenant Delay, and the delayed completion
               of such item(s) does not materially and adversely affect the timing of the
               Substantial Completion of Landlord's Work, then provided Tenant continues
               to pursue the elimination of such Tenant Delay with all due diligence, such
               Tenant Delay shall not affect the Commencement Date or the Rent Commencement
               Date or otherwise result in or give rise to any damages or penalties payable by
               Tenant to Landlord, or otherwise constitute a default by Tenant under the Lease,
               except that Tenant shall be responsible for any increase in the cost of
               Landlord's Work occasioned thereby.
(ii)       
               If and to the extent the non-completion of any such item(s) due to a Tenant
               Delay does materially affect the timing of Substantial Completion of
               Landlord's Work, then the Commencement Date and the Rent Commencement Date
               shall be deemed to have occurred on the day upon which the same would have
               occurred but for such Tenant Delay, and Tenant shall again be responsible for
               any increase in the cost of Landlord's Work occasioned thereby.
(c)       
               Each party shall use all reasonable and diligent efforts to perform the
               responsibilities and work required to be performed by it hereunder without
               unreasonable delay, and to avoid and minimize the duration of any delays for
               which such party is responsible hereunder; and each party agrees to use
               commercially reasonable efforts (but without material out-of-pocket expense) to
               mitigate the damages and adverse effects of any delay for which the other party
               is responsible.
SCHEDULE A.2
TO LEASE
BETWEEN TECH PLAZA 2, 3
& 4, LLC, LANDLORD
AND
KVH INDUSTRIES, INC.,
TENANT
APPROVED PLAN
Landlord
shall demise the Premises, including an entrance door and a 2nd means of egress to code,
paint the perimeter walls, demolish all existing offices in the Premises, remove the
carpeting, seal the floor, install in overhead access door (with electric opener) to the
common loading corridor, install an electric opener on the loading dock door and remove
one (1) tree blocking Tenant's view on the south side of the building.. All
improvements shall be building standard. Any additional improvements shall be paid by the
Tenant. All plans and specifications shall be subject to Landlord's advanced written
approval, which shall not be unreasonably withheld.
EXHIBIT B
TO LEASE
BETWEEN TECH PLAZA 2, 3
& 4, LLC, LANDLORD
AND
KVH INDUSTRIES, INC.,
TENANT
OPERATING EXPENSES
A.    
          Without limitation, Operating Expenses shall include:
1.    
          All expenses incurred by Landlord or Landlord's agents which shall be
          directly related to employment of personnel, including amounts incurred for
          wages, salaries and other compensation for services, payroll, social security,
          unemployment and similar taxes, workmen's compensation insurance,
          disability benefits, pensions, hospitalization, retirement plans and group
          insurance, uniforms and working clothes and the cleaning thereof, and expenses
          imposed on Landlord or Landlord's agents in connection with the operation,
          repair, maintenance, cleaning, management and protection of the Property, and
          its mechanical systems including, without limitation, day and night supervisors,
          property manager, accountants, bookkeepers, janitors, carpenters, engineers,
          mechanics, electricians and plumbers -and personnel engaged in supervision of
          any of the persons mentioned above: provided that, if any such employee, is also
          employed on other property of Landlord, such compensation shall be suitably and
          equitably allocated by Landlord among the Property and such other properties.
2.    
          The cost of services, materials and supplies furnished or used in the operation,
          repair, maintenance, cleaning, management and protection of the Property
          including, without limitation, fees and assessments, if any, imposed upon
          Landlord, or charged to the Property, by any governmental agency or authority or
          other duly authorized private or public entity on account of public safety
          services, transit, housing, police, fire, sanitation or other services or
          purported benefits.
3.    
          The cost of replacements for tools and other similar equipment (which are not
          capital in nature) used in the repair, maintenance, cleaning and protection of
          the Property, provided that, in the case of any such equipment used jointly on
          other property of Landlord, such costs shall be allocated by Landlord among the
          Property and such other properties.
4.    
          Premiums for insurance against damage or loss to the Building from such hazards
          as shall from time to time be generally required by institutional mortgagees in
          the Providence, Rhode Island area for similar properties, including, but not by
          way of limitation, insurance covering loss of rent attributable to any such
          hazards, and public liability insurance.
5.    
          Where the Property is managed by Landlord or an affiliate of Landlord, a sum
          equal to the amounts customarily charged by management firms in the Providence,
          Rhode Island area for similar properties, but in no event more than five percent
          (5%) of gross annual income, whether or not actually paid, or where managed by
          other than Landlord or an affiliate thereof, the amounts accrued for management,
          together with, in either case, amounts accrued for legal and other professional
          fees relating to the Property, but excluding such fees and commissions paid in
          connection with services rendered for securing, enforcing or renewing leases and
          for matters not related to the normal administration and operation of the
          Building.
6.    
          If, during the Term of the Lease, Landlord shall made a capital expenditure
          which is intended to result in a reduction of Operating Expenses or which is
          made to the Building by Landlord after the date of this Lease and is required
          under any governmental law or regulation that was not applicable to the Building
          as of the date of this Lease , the total cost of which is not properly
          includable in Operating Expenses for the operating Year in which it was made,
          such expenditure shall not be expensed in the Operating Year in which it was
          made, but there shall nevertheless be included in Operating Expenses for said
          Operating Year in which it was made and in Operating Expenses for each
          succeeding Operating Year an annual charge-off therefor. The annual charge-off
          shall be determined by dividing the original capital expenditure plus an
          interest factor, reasonably determined by Landlord, as being the interest rate
          then being charged for long-term mortgages, by institutional lenders on like
          properties within the locality in which the Building is located, by the number
          of years of useful life of the capital expenditure, and the useful life shall be
          determined reasonably by Landlord in accordance with generally accepted
          accounting principles and practices in effect at the time of making such
          expenditure.
7.    
          Betterment assessments provided the same are apportioned equally over the
          longest period permitted by law, and not otherwise included in Taxes.
8.    
          Amounts paid to independent contractors for services, materials and supplies
          furnished for the operation, repair, maintenance, cleaning and protection of the
          Property.
9.    
          Operating Costs Shall Not Include:
a.       
          Landlord's general corporate overhead and administrative expenses;
b.       
                    Fees paid to affiliates of Landlord to the extent that such fees exceed the
                    customary amount charged for the services
provided by unaffiliated persons or
                    entities of similar skill, competence and experience;
c.       
                    Expenses incurred by Landlord in connection with any financing, sale or
                    syndication of the Property;
d.       
                    Any cost incurred by the negligence or willful misconduct of the Landlord, its
                    agents and employees;
e.       
                    Depreciation/amortization, except to the extent provided above;
f.       
Expenses incurred by the Landlord in connection with services or other benefits of a type
which are not building standard services or benefits provided to tenants generally, but
which are provided only to specific tenants;
g.       
Any items to the extent such items are reimbursable to the Landlord by the Tenant (other
than through Additional Rent), by other tenants or occupants of the Building, or by any
third parties;
h.       

        All costs related to the preparation of any portion of the Building for occupancy by a tenant or other occupant;
i.       
Legal fees and expenses incurred by the Landlord, except to the extent that such fees and
expenses were incurred in connection with contract enforcement for services which are
provided to the Tenant and available to all tenants in the Building;
j.       
Costs and expenses incurred by the Landlord in connection with the repair of damage to the
Building or Property caused by fire or other casualty, insured or required to be insured
against hereunder;
k.       

      The costs of all purchases of supplies for the Building or Property which create a larger than 90-day inventory;
l.       
 The cost of any additions to the Property and any operating expenses generated by such additions; and
m.       
Costs incurred due to violation by the Landlord or any other tenant of the Building of any
lease or any laws, rules, regulations or ordinances applicable to the Building.
EXHIBIT C
TO LEASE
BETWEEN TECH PLAZA 2, 3
& 4, LLC, LANDLORD
AND
TENANT
RULES AND REGULATIONS
The following Rules and Regulations
constitute a part of the Lease and of the Tenant's obligations thereunder in respect
of the Tenant's use and occupancy of the Premises and the Building:
I. Building Hours
1.1 The Tenant is advised, for the
protection and safety of its personnel, to lock the front doors to the Premises at the end
of each working day. Front doors to the Premises also should be locked whenever the
Tenant's receptionist leaves the area.
1.2 If the Tenant wishes to remove
fixtures or materials from the Premises after 6:00 p.m. or to have work performed after
6:00 p.m., the terms of the Lease shall govern the Tenant's right to such conduct and
the Building Management office must be notified in advance in writing.
1.3 If the Tenant's employees
plan to work in the Premises on a weekend or holiday, Tenant shall be responsible for
locking the door to the main lobby.
II. Elevators,
Deliveries and Parking
2.1 If the Tenant expects delivery of
any bulky material, the Tenant shall install elevator pads in the elevator to protect the
same and shall take care not to exceed the capacity thereof. Elevators shall be available
for deliveries at all times.
2.2 All hand trucks used for deliveries must be equipped with rubber bumpers and tires.
2.3 The Building loading dock may be
used only for deliveries. No vehicles are allowed to stand or park in this area after
unloading nor are vehicles allowed to park at the loading dock for service calls. The
Tenant shall advise its vendors and suppliers of this rule. Any vehicle abusing these
loading dock privileges are subject to being towed at the owner's expense.
III.
          General Use of the Building and the Premises
3.1      The Tenant is not permitted to place or store
property on the  sidewalks,  passageways,  parking  areas.  or  courtyards  adjacent to the Building or in the  elevators,  vestibules,
stairways, or corridors (except as may be necessary for brief periods during deliveries).
3.2      No animals may be brought into or kept in or about the Building or the Premises.
3.3
Rubbish, rags, sweepings, acid and any and all harmful or damaging substances may not be
deposited in the lavatories or in the janitor closets. The Tenant shall make arrangements
with the building management office for disposal of any unusual trash.
3.4
If the Tenant's use of the Premises beyond normal office uses results in the
imposition of special or additional requirements for heating or air conditioning
facilities, the Tenant shall pay the reasonable cost of providing such additional
facilities or service.
3.5 Canvassing, soliciting or peddling in the Building is prohibited
and the Tenant shall cooperate to prevent the same.
3.6
Except as permitted by the Lease, Lessee shall not bring or permit to be brought or kept
in or on the Premises any inflammable, combustible, corrosive, caustic, poisonous, or
explosive substance or cause or permit any noxious odors to permeate or emanate from the
Premises, or permit or suffer the Premises to be occupied or used in a manner which is
reasonably offensive or objectionable to Lessor or other tenants of the Building by reason
of light, radiation, noise, and/or vibration, or interfere in any materially adverse way
with other tenant's use of their leased premises in the Building or their business
invitees.
3.7
The Tenant shall give immediate notice to the Landlord in case of theft, unauthorized
solicitation or accident in the Premises or of defects therein or in any building fixtures
or equipment, or of any known emergency in the Building.
3.8      No portion of the Premises or Building shall at any time be used or occupied as sleeping or lodging quarters.
3.9
The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any
purpose other than that for which they were constructed and no foreign substance of any
kind whatsoever shall be thrown therein and the expense of any breakage or stoppage or
damage resulting from the violation of the rule shall be borne by the tenant who or whose
employees shall have caused it.
3.10
The Tenant shall comply with all traffic, security, safety and other rules and regulations
promulgated from time to time by the Landlord in accordance with the Lease, and shall use
its unreserved parking spaces in common with all other tenants of the Building.
3.11
The Landlord reserves the right to rescind, add to or amend any rules or regulations, to
add new rules or regulations and to waive any rules or regulation all as expressly set
forth in the Lease.
IV. Repairs and Services
4.1
Repairs, installation, or alterations to the Building or its fixtures shall be subject to
the terms of the Lease and, in addition, must be approved and scheduled by the building
manager to the extent and in the manner required by the Lease.
4.2
All requests for work to be done in the Premises by any of the building management staff
should be directed to the building manager, building employees are not permitted to
perform any work outside their regular duties except upon special instruction from the
building manager.
4.3
All schedules for the performance of the Tenant's construction and repair work must
be coordinated with the building manager to avoid conflicts with various building
construction and maintenance schedules. The Tenant must inform the building manager, at
least 72 hours before any work is to begin, of the nature of the work, where and when it
is to be performed, and the name of the individuals who will supervise the performance of
the work. Work may not begin until the requirements of the Lease have been satisfied.
V. Floor Load —
Heavy Machinery
5.1
The Tenant may not place a load upon any floor in the Premises or Building exceeding the
floor load which is allowed by law and which such floor was designed to carry. The
Landlord reserves the right to prescribe the weight and position of all business machines
and mechanical equipment, including safes, all of which shall be so placed as to
distribute the weight. The Tenant shall place and maintain its business machines and
mechanical equipment in setting sufficient, in the Landlord's judgment, to absorb and
prevent vibration, noise and annoyance. The Tenant may not move any safe, heavy machines,
heavy equipment, freight, bulky matter or fixtures into or out of the Building without the
Landlord's prior consent, which consent may include a requirement to provide
insurance, naming the Landlord as an insured, in such amounts as the Landlord may deem
reasonable. Notwithstanding the foregoing, proper placement of all such business machines,
etc., in the Premises shall be the Landlord's responsibility.
5.2
If any such safe, machinery, equipment, freight and bulky matter or fixtures requires
special handling, the Tenant shall employ only persons with proper qualifications to do
such work; and all work in connection therewith must comply with applicable laws and
regulations. Any such moving shall be at the Tenant's own sole risk and hazard and
the Tenant will defend, exonerate, indemnify and save the Landlord harmless against and
from any liability, loss, injury, claim, or suit resulting from such moving as set forth
in the Lease.
VI. Electrical System
— Energy Conservation — Water
6.1
In order to assure that the Building's electrical standards are not exceeded and to
avert possible adverse effect on the Building's electric system, the Tenant may not,
without the Landlord's prior consent, connect any fixtures, appliances or equipment
to the Building's electrical distribution system other than standard office
equipment, such as typewriters, pencil sharpeners, adding machines, hand-held or desk
calculators, dictating equipment, office computers and copiers and other equipment used in
the normal course of the Tenant's business.
6.2
The Landlord reserves the right to implement policies and procedures it deems, in its
reasonable judgment, to be necessary or expedient in order to conserve and/or preserve
energy and related services, or to be necessary or required in order to comply with
applicable government laws, rules, regulations, codes, orders and standards.
6.3
The windows of the Building are designed for superior insulation and to reduce glare,
Building standard blinds or drapes present an elegant appearance and contribute to the
effectiveness of the Building's heating and cooling systems. The Tenant should keep
the blinds or drapes closed when windows are exposed to the sun's rays in summer and
keep them open when the sun is bright enough to provide warmth during the winter months.
VII. Advertising
7.1
Neither the Landlord's name, nor the name of the Building shall be used without the
Landlord's consent in any advertising material (except on business stationery or as
an address in advertising matter), nor shall any such name, as aforesaid, be used in any
undignified, confusing, detrimental or misleading manner.
VIII. Life Safety and
Emergency Procedures
8.1
In case of emergency situations such as power failure, water leaks or serious injury, the
Tenant should call the building management office immediately. In case of fire or smoke,
the Tenant should pull the nearest alarm (located on its floor) and then call the building
management office.
IX. Hazardous and
Prohibited Uses
9.1
Except as provided in the Lease, the Tenant may not use, or permit the use or occupancy
of, the Premises, or permit any act or practice to be done or anything to be brought into
or kept in or about the Premises or any part thereof: (i) which would violate any of the
covenants, agreements, terms, provisions and conditions of the Lease or such other
covenants, agreements, terms, provisions and conditions otherwise applicable to or binding
upon the Premises; (ii) for any unlawful purposes or in any unlawful manner; (iii) which,
in the reasonable judgment of Landlord shall in any way (a) adversely affect the
appearance of the Building as a first-class warehouse and office building, or (c) cause
any offensive odors or loud noises or constitute a nuisance or a menace to any others in
or about the Premises.
9.2
Except as provided in the Lease, the Tenant shall not do or permit anything to be done in
or upon the Premises or the Building, or bring in anything or keep anything therein, which
shall either constitute or generate hazardous chemicals or wastes under applicable law or
regulations, or which shall increase the rate of property or liability insurance on the
Premises or of the Building above the standard rate applicable to premises being occupied
for uses permitted under the Lease; and if the Tenant shall do any of the foregoing, the
Tenant shall promptly pay to Landlord, on demand, any costs or expenses resulting
therefrom as provided in the Lease, and any other damages to which the Tenant may be
exposed by reason of such action by the Tenant and for which the Tenant is required to pay
pursuant to the provisions of the Lease.
Notwithstanding
anything to the contrary contained in these Rules and Regulations, in the event of a
conflict between these Rules and Regulations and the Lease, the terms of the Lease shall
control.
Exhibit D
LANDLORD'S WAIVER
_____________________________________________________
(together with its successors and assigns, the "Lessor"), being the lessor of
office space located in Middletown, RI located at 88 Silva Lane (the
"Premises"), which Premises the Lessor has leased to KVH INDUSTRIES, INC., a
Delaware corporation, having a business address at 50 Enterprise Center, Middletown, Rhode
Island (together with its successors and assigns, the "Lessee") under that
certain Lease dated August , 2003 and attached hereto as Exhibit A (as the same may be
further amended from time to time, including any renewals, extensions or substitutions
thereof or therefor, the "Lease"), for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the Lessor, does hereby:
1.    
          Acknowledge that the Lessor has been advised that the Lessee has granted or will
          grant to FLEET CAPITAL CORPORATION (together with its successors and assigns,
          the "Secured Party") security interests in inventory, equipment,
          removable trade fixtures and all other personal property, wherever located,
          whether tangible or intangible, now owned or hereafter acquired by the Lessee
          (the "Collateral"), all as more fully described, or to be more fully
          described, in an Amended and Restated Credit and Security Agreement from the
          Lessee to the Secured Party (as the same may be entered into and amended from
          time to time, the "Security Agreement").
2.    
          Waive, relinquish and release, solely during the term of the Security Agreement,
          any and all rights of distraint, attachment, lien, levy or execution against or
          upon the Collateral for any rent or other sums now or hereafter due the Lessor
          under the Lease or otherwise, and all claims and demands of every kind and
          nature against the Collateral
3.    
          Agree to provide the Secured Party with a copy of any notice given by the Lessor
          to the Lessee of the Lessee's default under or termination of the Lease (at
          the same time that any such notice is given to Lessee) or of any material
          amendment thereof. For the purposes of the preceding sentence, the Secured
          Party's address is One Federal Street, Boston, Massachusetts 02110,
          Attention: Mark Schafer.
4.    
          Agree, both before and during the 90-day period after the termination of the
          Lease, upon reasonable notice to the Lessor, to provide the Secured Party or its
          agents with access to the Premises to effect the removal or sale of the
          Collateral, and the Secured Party hereby agrees (i) to repair any material
          damage directly caused by such removal or sale; and (ii) to be responsible to
          the Lessor for per diem rent accruing under the applicable Lease during the
          period of such removal or sale.
5.    
          Represent to the Secured Party that the Lease is in full force and effect and
          there are no defaults on the part of either party under the Lease.
6.    
          This instrument may be executed in one or more counterparts, each of which shall
          constitute an original, but all of which, when taken together, shall constitute
          but one instrument.
IN WITNESS WHEREOF, the Lessor has
executed this Landlord's Waiver under seal as of the day of July, 2003.
LESSOR:

                                                          By:          ________________________
Name:        ________________________
Title:       ________________________
AGREED:
SECURED PARTY:
___________________________________
FLEET CAPITAL
CORPORATION: _________________________________
By:
________________________
Name:________________________
Title:________________________
LESSEE:
KVH INDUSTRIES, INC.
By:________________________
Name:
________________________
Title:________________________