LEASE

 LEASE

                                 BY AND BETWEEN

                          AETNA LIFE INSURANCE COMPANY

                                  ("Landlord")

                                       AND

                            PLC MEDICAL SYSTEMS, INC.

                                   ("Tenant")

             For Premises at 10 Forge Park, Franklin, Massachusetts

                               LEASE SUMMARY SHEET

1.        LANDLORD:  Aetna Life Insurance Company

2.        LANDLORD'S ADDRESS:  (c/o Landlord's Managing Agent):

                   National Development of New England
                   199 Wells Avenue
                   Newton Centre, MA  02159
                   Attention:  Donald B. Morrisey

3.        TENANT:  PLC Medical Systems, Inc.

4.        TENANT'S ADDRESS:  113 Cedar Street, Milford, Massachusetts  01757

5.        PREMISES:  10 Forge Park, Franklin, MA

6.        TERM OF LEASE:  Five (5) Years

                   OPTION TO RENEW:  Two (3) Year Periods

7.        RENT:  MINIMUM (BASE) MONTHLY RENT:
                          Initial Lease Term:  See Section 1.4
                          Option Period:  See Section 1.6
                   ADDITIONAL RENT:  See Section 10.1

8.        SECURITY DEPOSIT:  $ 49,400.00

                                TABLE OF CONTENTS

      1       TERMS..........................................................1
              1.1      Premises..............................................1
              1.2      Agreed Areas..........................................1
              1.3      Lease Term............................................1
              1.4      Rent..................................................2
              1.5      Notices and Payments Addresses........................2
              1.6      Options To Extend.....................................2
              1.7      Market Rent...........................................3

      2       COMMENCEMENT AND EXPIRATION DATES..............................4
              2.1      Lease Term............................................4
              2.2      Lease Commencement Date...............................4
              2.3      Delivery of Possession................................4
              2.4      Tenant's Access to Premises
                       Prior to Lease Commencement Date......................4
      3       PAYMENT OF RENT................................................4

      4       LANDLORD'S WORK; CONSTRUCTION COSTS CAP; MOVING
              ALLOWANCE......................................................5
              4.1      Landlord's Work; Construction Costs Cap...............5
              4.2      Moving Allowance......................................6

      5       SECURITY DEPOSIT...............................................6

      6       USES...........................................................7
              6.1      Permitted Uses........................................7
              6.2      Hazardous Materials...................................8

      7       LATE CHARGES..................................................10

      8       REPAIRS AND MAINTENANCE.......................................11
              8.1      Landlord's Obligations...............................11
              8.2      Tenant's Obligations.................................11

      9       UTILITIES AND SERVICES........................................12
              9.1      Utility Bills........................................12
              9.2      Disclaimer...........................................12
              9.3      Heat Producing Equipment.............................12

     10       ADJUSTMENTS...................................................13
              10.1     Definition...........................................13

               10.2     Monthly Payments....................................15
               10.3     Further Adjustment..................................16

     11       PERSONAL PROPERTY TAXES.......................................16

     12       LIABILITY INSURANCE...........................................16

     13       FIRE INSURANCE - FIXTURES AND EQUIPMENT.......................17

     14       DESTRUCTION AND DAMAGE........................................18
              14.1     Casualty Damage - Insured............................18
              14.2     Release..............................................19
              14.3     Rent Abatement.......................................19
              14.4     Delay................................................19
              14.5     Uninsured Damage.....................................19
              14.6     Repair Obligation....................................19
              14.7     End of Term..........................................20
              14.8     Waiver...............................................20

     15       ALTERATIONS AND ADDITIONS:  REMOVAL OF FIXTURES...............20

     16       ACCEPTANCE OF PREMISES........................................21

     17       INTENTIONALLY OMITTED.........................................21

     18       ACCESS........................................................21

     19       WAIVER OF SUBROGATION.........................................21

     20       INDEMNIFICATION...............................................22

     21       ASSIGNMENT AND SUBLETTING.....................................22
              21.1     Landlord's Consent...................................22
              21.2     Criteria.............................................22
              21.3     Approved Subleases and Assignments...................23

     22       ADVERTISING...................................................24

     23       LIENS.........................................................24

     24       DEFAULT.......................................................24
              24.1     Tenant's Consent.....................................24
              24.2     Remedies.............................................26

     25       SUBORDINATION.................................................28

     26       SURRENDER OF POSSESSION.......................................28

     27       NON-WAIVER....................................................29

     28       HOLDOVER......................................................29

     29       CONDEMNATION..................................................29
              29.1     Substantial Taking...................................29
              29.2     Partial Taking.......................................29
              29.3     Awards and Damages...................................29

     30       NOTICES.......................................................30

     31       MORTGAGEE PROTECTION..........................................30

     32       COSTS AND ATTORNEYS' FEES.....................................30

     33       BROKERS.......................................................30

     34       LANDLORD'S LIABILITY..........................................31

     35       ESTOPPEL CERTIFICATES.........................................31

     36       FINANCIAL STATEMENTS..........................................31

     37       TRANSFER OF LANDLORD'S INTEREST...............................31

     38       RIGHT TO PERFORM..............................................32

     39       INTENTIONALLY OMITTED.........................................32

     40       SALES AND AUCTIONS............................................32

     41       NO ACCESS TO ROOF.............................................32

     42       SECURITY......................................................33

     43       AUTHORITY OF TENANT...........................................33

     44       NO ACCORD OR SATISFACTION.....................................33

     45       MODIFICATIONS FOR LENDER......................................33

     46       PARKING.......................................................33

     47       EXTERIOR SIGNS................................................34

     48       FORGE PARK COVENANTS AND RESTRICTIONS; RULES AND
              REGULATIONS...................................................34

     49       GENERAL PROVISIONS............................................34
              49.1     Acceptance...........................................34
              49.2     Joint Obligation.....................................34
              49.3     Marginal Headings, Etc...............................35
              49.4     Choice of Law........................................35
              49.5     Successors and Assigns...............................35
              49.6     Recordation..........................................35
              49.7     Quiet Possession.....................................35
              49.8     Inability to Perform.................................35
              49.9     Partial Invalidity...................................35
              49.10    Cumulative Remedies..................................35
              49.11    Entire Agreement.....................................35
              49.12    Exhibits.............................................35

     50       TENANT'S RIGHT OF SECOND OFFER TO LEASE ADDITIONAL
              SPACE IN THE BUILDING.........................................36

                                LIST OF EXHIBITS

         EXHIBIT A - The Premises

         EXHIBIT B - The Lot

         EXHIBIT C - Forge Park Covenants and Restrictions

         EXHIBIT D - List of Tenant's Hazardous Materials

                                      LEASE

         THIS  LEASE,  made as of this  __________  day of  June,  1996,  by and
between AETNA LIFE INSURANCE  COMPANY, a Connecticut  corporation  ("LANDLORD"),
having an address at 242 Trumbull Street,  Hartford,  Connecticut 06156, and PLC
MEDICAL  SYSTEMS,  INC.,  a  Massachusetts  corporation  ("Tenant"),  having its
principal place of business at 113 Cedar Street, Milford, MA 01757.

                                   WITNESSETH:

         That  Landlord,  for and in  consideration  of the  rents and all other
charges and  payments  hereinafter  reserved  and payable by Tenant,  and of the
covenants, agreements, terms, provisions and conditions to be kept and performed
hereunder  by Tenant,  does hereby  demise and lease to Tenant,  and Tenant does
hereby hire and take from Landlord,  the premises described below  ("Premises"),
subject to all matters affecting record title to the Building and Lot and to all
matters hereinafter set forth and upon and subject to the covenants, agreements,
terms, provisions and conditions of this Lease for the term hereinafter stated.

        1.        TERMS.   Landlord  and Tenant agree  to the  following, unless
otherwise specifically modified by provisions of this Lease:

                  1.1  Premises.   The  Premises  (hereinafter  the  "Premises")
         demised by this Lease are that  portion  of the  building  ("Building")
         located at 10 Forge Parkway, Franklin, Massachusetts, comprising in the
         aggregate  approximately  37,050  square feet of rentable  space,  more
         particularly shown on Exhibit A hereto, together with the non-exclusive
         right to use in common with other tenants (i) Tenant's Percentage Share
         of the parking  spaces  provided  for the  Building  located on the lot
         described  on  Exhibit B hereto  (the  "lot" or "Lot")  and (ii)  other
         common  areas in the  Building and upon the Lot for purposes of gaining
         access to the Premises. No easement for light or air is incorporated in
         the Premises.

                  1.2  Agreed Areas. Total rentable area of the Building: 98,673
         square feet;  Area of Premises:  Approximately  37,050  rentable square
         feet; and Tenant's Percentage Share: 37.55%

                  1.3  Lease Term.  Five (5) Years,  commencing  on September 1,
         1996 ("the  Lease  Commencement  Date")  (the  "Initial  Lease  Term");
         provided that if Landlord shall be unable to deliver  possession of the
         Premises to Tenant on July 1, 1996, the Lease  Commencement  Date shall
         be  delayed  for each day after July 1, 1996 that  Landlord  shall have
         been unable to deliver  possession  of the  Premises  to Tenant  except
         that,  notwithstanding  such delay in the Lease  

         Commencement  Date, the Initial Lease Term  shall  nevertheless end  on
         August 31, 2001.

                  1.4  Rent.  The basic rent  ("Rent")  for the Premises for the
         Initial Lease Term shall be $296,400 per annum.

                  Option Periods: See Section 1.6

         In addition to the Rent, Tenant shall pay the Additional Rent described
in Section 10 and the personal  property  taxes  described in Section 11, all of
which shall be deemed rent due under this Lease.

                  1.5   Notices and Payments Addresses:

                  If to Landlord:  Aetna Life Insurance Company
                                    c/o (Landlord's Managing Agent):
                                        National Development Asset Management of
                                        New England Limited Partnership
                                        2300 Washington Avenue
                                        Newton, MA
                                        Attention:  Donald B. Morrisey

                  If to Tenant:     (Prior to Lease Commencement Date)
                                        PLC Medical Systems, Inc.
                                        113 Cedar Street
                                        Milford, MA 01757
                                        Attention:  William Franks

                                        (On and after Lease Commencement Date)
                                        PLC Medical Systems, Inc.
                                        At the Premises
                                        Attention:  William Franks

                  1.6  Option To Extend.  Tenant shall have two (2)  consecutive
         separate  options to extend the Lease Term for an additional  three (3)
         year period (i.e.,  for a total,  if both such options are exercised as
         provided herein, of six successive years beyond the Initial Lease Term)
         beyond the then Lease Term (each  three year period  being  referred to
         herein as an "Option Period"), provided (i) Tenant shall give notice to
         Landlord of its  exercise of such option not less than seven (7) months
         prior to the  expiration  of the Initial Lease Term or the first Option
         Period, as the case may be, (ii) no default beyond any applicable grace
         period in the obligations of Tenant under this Lease shall exist at the
         time each such notice is

         given, and (iii) at the time each such option is exercised the original
         Tenant  hereunder  shall be in  occupancy of the entire  Premises  then
         demised hereunder.  All of the terms and provisions of this Lease shall
         be  applicable  during each Option  Period except that (a) Tenant shall
         have no option to  extend  the Lease  Term  beyond  the  second  Option
         Period,  (b) the per annum Rent under  Section 1.4 for the first Option
         Period  shall be  ninety-five  percent  (95%) of the  Market  Rent,  as
         defined in Section 1.7 of this Lease,  as of the first day of the first
         Option  Period  but in no event  shall the per annum Rent for the first
         Option  Period be less than $6.25 per square foot of the  Premises  per
         annum,  and (c) the per annum  Rent  under  Section  1.4 for the second
         Option Period shall be ninety-five percent (95%) of the Market Rent, as
         defined in Section 1.7 of this Lease, as of the first day of the second
         Option  Period but in no event  shall the per annum Rent for the second
         Option  Period be less than $6.85 per square foot of the  Premises  per
         annum.

                 1.7 Market  Rent.  "Market  Rent"  shall be  computed as of the
         applicable  date at the  then  current  rentals  being  charged  to new
         tenants for  comparable  space  located in the Building and  comparable
         buildings in the general  vicinity of Franklin,  Massachusetts,  taking
         into  account  and  giving  effect  to, in  determining  comparability,
         without  limitation,  such considerations as size, location of premises
         and lease term.

                 Landlord shall initially designate the Market Rent prior to the
         applicable  Option  Period  and shall  furnish  data in support of such
         designation.  If Tenant  disagrees with  Landlord's  designation of the
         Market Rent,  then Tenant shall have the right, by written notice given
         within   twenty-one  (21)  days  after  Tenant  has  been  notified  of
         Landlord's  designation,  to submit such Market Rent to  arbitration as
         follows.  Market Rent shall be  determined  by  arbitrators,  one to be
         chosen  by  Tenant,  one to be  chosen  by  Landlord  and a third to be
         selected,  if necessary,  as below provided.  All arbitrators  selected
         under this paragraph shall be experienced  real estate  appraisers with
         substantial  experience  with  properties  in the  general  vicinity of
         Franklin,  Massachusetts. If within twenty-one (21) days after Tenant's
         notice,  the  parties  agree upon a single  arbitrator  or if one party
         fails to select an  arbitrator,  the  arbitrator  selected by the other
         shall be the sole  arbitrator,  and Market Rent shall be  determined by
         such arbitrator. The unanimous written decision of the two first chosen
         (or the decision of the first,  if a second  arbitrator  is not chosen)
         without selection and participation of a third arbitrator, or otherwise
         the written decision of a majority of the three arbitrators  chosen and
         selected as  provided  herein,  shall be  conclusive  and binding  upon
         Landlord and Tenant. Landlord and Tenant shall each notify the other of
         its chosen  arbitrator  within  twenty-one (21) days following the call
         for arbitration  and, unless such two arbitrators  shall have reached a
         unanimous  decision  within  thirty (30) days after their  designation,
         then they shall so notify the then 

         President  of the Greater  Boston Real Estate  Board and request him or
         her to select an impartial  third  arbitrator  to act  hereunder.  Such
         third  arbitrator  and the first two chosen  shall hear the parties and
         their  evidence  and render  their  decision  within  thirty  (30) days
         following the conclusion of such hearing and notify Landlord and Tenant
         thereof.  Landlord  and  Tenant  shall  bear the  expense  of the third
         arbitrator (if any) equally.  If the dispute  between the parties as to
         Market Rent has not been resolved  before the  commencement of Tenant's
         obligation  to pay rent based upon such Market Rent,  then Tenant shall
         pay rent under the Lease in respect of the Premises  based upon the per
         annum Rent in effect for the then prior year until either the agreement
         of  the  parties  as  to  the  Market  Rent  or  the  decision  of  the
         arbitrators,  as the case may be, at which  time  Tenant  shall pay any
         underpayment  of  rent  to  Landlord,  or  Landlord  shall  refund  any
         overpayment of rent to Tenant.

        2.        COMMENCEMENT AND EXPIRATION DATES.

                  2.1 Lease  Term.  The term of this Lease shall be as set forth
         in Section 1.3.

                  2.2 Lease Commencement Date. The Lease Commencement Date shall
         be September 1, 1996.

                  2.3 Delivery of  Possession.  If Landlord is unable to deliver
         possession of the Premises to Tenant on July 1, 1996,  this Lease shall
         not be void or voidable, nor shall Landlord be liable to Tenant for any
         loss or damage resulting  therefrom,  but the Lease  Commencement  Date
         shall be adjusted as provided in Section 1.3.

                  2.4 Tenant's  Access To Premises  Prior To Lease  Commencement
         Date.  Subject to the following  provisions of this Section 2.4, Tenant
         shall be entitled to access the Premises,  upon  presentation by Tenant
         to Landlord of the certificates of liability  insurance  required under
         Section  12,  for the  purpose  of  constructing  the  "Tenant  Initial
         Improvements" (as such term is defined herein) and installing  Tenant's
         equipment and  furniture.  Such early access by Tenant shall be subject
         to all terms and  provisions  of this Lease  (except for the payment of
         Rent and the payments under Section 10), including, without limitation,
         Sections 9.1, 12, 15, and 20.

        3. PAYMENT OF RENT.  Tenant  shall pay Landlord the Rent and  Additional
Rent (as  defined in  Section  10) and any other  payments  due under this Lease
without prior notice,  deduction or offset,  in lawful money of the United Sates
in  advance  on or before  the first day of each  month,  except  that the first
month's Rent shall be paid upon the  execution  hereof,  at the address noted in
Section 1.5, or to such other party or at

such other  place as  Landlord  may  hereafter  from time to time  designate  in
writing.  Rent and other  amounts due under this Lease for any partial  month at
the beginning or end of the Lease term shall be prorated.

        4.        LANDLORD'S WORK; CONSTRUCTION COSTS CAP; MOVING
                  ALLOWANCE:

                  4.1 The  Premises  are leased to Tenant "as is",  without  any
         obligation on the part of Landlord to perform any construction  therein
         or to prepare the same for Tenant's occupancy or otherwise.

                  Tenant  shall  prepare,  at  Tenant's  sole cost and  expense,
         detailed  architectural and engineering plans (the "Tenant  Improvement
         Plans") for Tenant's construction of the leasehold  improvements in the
         Premises   initially   required   by  Tenant   (the   "Tenant   Initial
         Improvements").   Tenant  and  Tenant's   architect  shall   diligently
         cooperate  with  Landlord in  connection  with the  preparation  of the
         Tenant  Improvement  Plans.  Tenant shall initially  present the Tenant
         Improvement Plans to Landlord for Landlord's approval on or before June
         14, 1996.

                  The Tenant  Improvement Plans and all changes thereto shall be
         subject  to  Landlord's   approval,   which   approval   shall  not  be
         unreasonably  withheld  or delayed  so long as any of the  improvements
         described in the Tenant Improvement Plans will not adversely affect the
         structure of the Building or any  mechanical  systems of the  Building.
         Construction documents shall be made available by Tenant to Landlord on
         or before July 1, 1996.

                  Landlord,   acting  through  its  managing   agent,   National
         Development  Asset  Management  of  New  England  Limited   Partnership
         ("Landlord's   Managing  Agent"),   shall  solicit  a  minimum  of  two
         construction  bids for the Tenant  Initial  Improvements  from licensed
         contractors.  Tenant  agrees  that  Landlord  shall  have the  right to
         request and receive a construction  bid from Cranshaw  Construction  of
         New  England  Limited  Partnership.  All bids  shall be due on June 21,
         1996. All bids received by Landlord's Managing Agent shall be submitted
         to both Landlord and Tenant.  The construction  contract for the Tenant
         Initial Improvements shall be awarded to the party mutually agreed upon
         by  and  between  Landlord  and  Tenant.   The  party  so  awarded  the
         construction  contract  shall enter into a  construction  contract with
         Tenant and shall be considered Tenant's contractor.

                  Landlord shall  reimburse  Tenant,  within twenty (20) days of
         receiving  appropriate  invoices  from Tenant,  for  Tenant's  costs of
         constructing   the   Tenant   Initial   Improvements   (including   any
         improvements to the Premises required by

         the  Americans  With  Disabilities  Act);   provided,   however,   that
         Landlord's  obligation  to reimburse  Tenant for such costs shall in no
         event exceed $316,400 in the aggregate (the "Construction  Costs Cap").
         If the aggregate cost of constructing  the Tenant Initial  Improvements
         (the "Aggregate Construction Cost") exceeds the Construction Costs Cap,
         Tenant shall pay the excess of the Aggregate Construction Cost over the
         Construction  Costs Cap, it being  understood  and agreed that Landlord
         shall have no  obligation  to Tenant or any other party for the payment
         of such excess.

                  The Tenant Initial  Improvements shall be part of the Building
         and shall not be removed, except that Tenant shall remove such portions
         thereof as Landlord shall specify prior to the expiration of the Lease.

                  Tenant  agrees  to use  reasonable  efforts  to  substantially
         complete  the  Tenant  Initial  Improvements  on or  before  the  Lease
         Commencement  Date;  provided  that Tenant's  failure to  substantially
         complete the Tenant Initial Improvements (or Tenant's failure to obtain
         the  certificate  of occupancy  referred to in the next sentence) on or
         before the Lease  Commencement  Date shall not prevent the commencement
         of the Initial Lease Term from occurring on the Lease Commencement Date
         set forth in Section 1.3 nor shall such  failure by Tenant  prevent the
         obligations  of  Tenant  (including  its  obligation  to pay  Rent  and
         Additional  Rent)  from  commencing  under  this  Lease as of the Lease
         Commencement Date set forth in Section 1.3. Upon Tenant's completion of
         the  Tenant  Initial  Improvements  Tenant  shall  be  responsible  for
         obtaining a certificate of occupancy for the Premises.

                  4.2 Landlord shall provide  Tenant with a moving  allowance up
         to the aggregate  amount of $27,787.50  (the "Moving  Allowance").  The
         Moving  Allowance  shall be paid to  Tenant  to  reimburse  Tenant  for
         Tenant's costs of initially moving to the Premises,  within thirty (30)
         days of Tenant's  presentation of appropriate  invoices supporting such
         costs.

        5. SECURITY DEPOSIT.  As security for its full and faithful  performance
of this Lease, simultaneously with the execution of this Lease, Tenant shall pay
Landlord a security  deposit in cash in the amount of $49,400.00  (the "Security
Deposit").  Subject to the  provisions  of this Section 5, the Security  Deposit
shall be held in a separate, interest-bearing account.

         Landlord  shall hold the  Security  Deposit  (and any  interest  earned
thereon) as security for the  performance  by Tenant of all  obligations  on the
part of Tenant to be kept and  performed.  Landlord  shall have the right,  from
time to time without  prejudice to any other remedy Landlord may have on account
thereof, to draw upon the Security Deposit (and any interest earned thereon) and
apply such funds to Landlord's damages 

arising  from  any  default  (which  continues  beyond  the  expiration  of  any
applicable cure period  hereunder) on the part of Tenant,  in which event Tenant
shall  restore  the  balance  of the  Security  Deposit to the  original  amount
required  hereunder within ten (10) days of Landlord's  written demand therefor.
Landlord  shall notify Tenant of any such  application  of the Security  Deposit
within a reasonable time after any such  application.  Tenant shall not have the
right to call upon Landlord to apply all or any part of the Security  Deposit to
cure any  default or fulfill  any  obligation  of Tenant,  but such use shall be
solely in the discretion of Landlord.  Landlord, however, shall not apply all or
any part of the Security  Deposit to cure any default or fulfill any  obligation
of Landlord.

         Within thirty (30) days following the expiration or earlier termination
of the Lease Term,  provided that there is not then a breach of any  undertaking
hereunder  by Tenant,  Landlord  shall  return  the  Security  Deposit  (and any
interest earned thereon),  or so much thereof as shall not have theretofore been
applied in  accordance  with the terms of this Section or drawn upon by Landlord
and applied by Landlord to cure any default of Tenant existing at the expiration
or earlier termination of this Lease.

          If Landlord conveys Landlord's interest under this Lease, the Security
Deposit  (and any  interest  earned  thereon)  shall be delivered by Landlord to
Landlord's  grantee,  and if so delivered  Tenant  agrees to look solely to such
grantee for proper  application  of the Security  Deposit (and such interest) in
accordance  with the terms of this Section and the return  thereof in accordance
herewith.  Upon any such  delivery,  provided  that  Landlord  gives  notice and
written  evidence of such delivery to Tenant,  Tenant hereby  releases  Landlord
herein named of any and all liability with respect to the Security  Deposit (and
such interest),  its application and return, and Tenant agrees to look solely to
such  grantee or  transferee.  This  provision  shall  also apply to  subsequent
grantees and  transferees.  Neither the holder of a mortgage nor the lessor in a
ground lease of property  which  includes the Premises shall ever be responsible
to Tenant for the return or  application  of any such Security  Deposit (or such
interest),  whether or not it  succeeds to the  position of Landlord  hereunder,
unless such  Security  Deposit (and such  interest)  shall have been received in
hand by such holder or ground lessor.

        6.        USES.

                  6.1 Permitted Uses. The Premises are to be used only for light
         manufacturing,  research and development, office, and ancillary storage
         uses  (the  "Permitted  Uses")  and for no other  business  or  purpose
         without the prior written consent of Landlord.  No act shall be done in
         or about  the  Premises  that is  unlawful  or that will  increase  the
         existing rate of insurance on the Building. In the event of a breach of
         this  covenant,  Tenant shall pay to Landlord any and all  increases in
         insurance premiums resulting from such breach.  Tenant shall not commit
         or allow to be committed any waste upon the Premises,  or any public or

         private  nuisance  or  other  act or thing  which  disturbs  the  quiet
         enjoyment  of any other  tenant  in the  Building.  If any of  Tenant's
         machines or equipment  disturb any other tenant in the  Building,  then
         Tenant shall provide adequate insulation,  or take such other action as
         may be  reasonably  necessary  to eliminate  the noise or  disturbance.
         Tenant, at its expense,  shall comply with all laws relating to its use
         or occupancy of the Premises and shall  observe such  reasonable  rules
         and  regulations  as may be  adopted  and made  available  to Tenant by
         Landlord from time to time for the safety,  care and cleanliness of the
         Premises  or the  Building  and for  the  preservation  of  good  order
         therein.  Subject to  interruptions  due to  emergencies  and to events
         beyond  Landlord's  control,  Tenant shall have the right to access the
         Premises on a 24 hour per day, 7 day a week basis.

                  6.2      Hazardous Materials.

                           6.2.1 As used herein,  the term "Hazardous  Material"
                  shall mean any substance or material which has been determined
                  by any state,  federal or local  governmental  authority to be
                  capable  of  posing a risk of  injury  to  health,  safety  or
                  property,  including  all of those  materials  and  substances
                  designated  as  hazardous  or toxic  by the city in which  the
                  Premises  are  located,   the   Massachusetts   Department  of
                  Environmental  Protection,  the U.S. Environmental  Protection
                  Agency, the Consumer Product Safety  Commission,  the Food and
                  Drug  Administration,  and  any  federal  agencies  that  have
                  overlapping  jurisdiction  with such  state  agencies,  or any
                  other  governmental  agency  now or  hereafter  authorized  to
                  regulate materials and substances in the environment.

                           6.2.2 Tenant  agrees not to introduce  any  Hazardous
                  Material in, on or adjacent to the  Premises,  the Building or
                  the Lot without first obtaining  Landlord's  prior consent and
                  without complying with all applicable federal, state and local
                  laws, rules, regulations, policies and authorities relating to
                  the  storage,  use or  disposal,  and  clean-up  of  Hazardous
                  Materials,  including,  but not limited to, the  obtaining  of
                  proper  permits;  provided,  however,  that in the event  that
                  Landlord  fails to notify  Tenant  within  thirty (30) days of
                  receipt of Tenant's  written  request  for such  consent as to
                  whether or not  Landlord  will grant  such  consent,  Landlord
                  shall be  deemed  to have  granted  its  consent  to  Tenant's
                  request.  Provided that Tenant  complies  with all  applicable
                  federal, state, and local rules and regulations,  policies and
                  authorities  relating  to  the  storage,   use,  disposal  and
                  clean-up of the same, Landlord hereby consents to Tenant's use
                  and storage on the Premises of the Hazardous  Materials listed
                  on Exhibit D hereto.

                           6.2.3 Tenant shall  promptly  notify  Landlord of any
                  inquiry, test, investigation,  or enforcement proceeding by or
                  against  Landlord or Tenant or the  Premises,  the Building or
                  the Lot concerning a Hazardous  Material.  Tenant acknowledges
                  that Landlord, as the owner of the Premises,  the Building and
                  the Lot,  shall have the right,  at its  election,  in its own
                  name or as Landlord's  agent, to negotiate,  defend,  approve,
                  and appeal,  any action taken or order issued with regard to a
                  Hazardous  Material by an applicable  governmental  authority,
                  and to the extent  such  presence  or  release of a  Hazardous
                  Material   was  caused  by  Tenant  or   Tenant's   employees,
                  contractors or agents,  such negotiations,  defense,  approval
                  and/or appeal shall be at Tenant's expense.

                           6.2.4 If  Tenant's  storage,  use or  disposal of any
                  Hazardous  Material  in, on or adjacent to the  Premises,  the
                  Building  or  the  Lot  results  in any  contamination  of the
                  Premises,  the  Building  or the Lot,  the soil or  surface or
                  groundwater (i) requiring remediation under federal,  state or
                  local statutes,  ordinances,  regulations or policies, or (ii)
                  at levels which are  unacceptable  to Landlord,  in Landlord's
                  reasonable   judgment,   Tenant   agrees   to   clean-up   the
                  contamination.  Tenant further agrees to indemnify, defend and
                  hold  Landlord  harmless  from and against any claims,  suits,
                  causes of action,  costs, fees,  including attorneys' fees and
                  costs, arising out of or in connection with any clean-up work,
                  inquiry or enforcement proceeding in connection therewith, and
                  any Hazardous Materials currently or hereafter used, stored or
                  disposed of by Tenant or its agents, employees, contractors or
                  invitees on or about the Premises, the Building or the Lot.

                           6.2.5   Notwithstanding  any  other  right  of  entry
                  granted to Landlord under this Lease,  Landlord shall have the
                  right,  upon reasonable  prior notice to Tenant (except in the
                  case of  emergency,  in which  event no such  notice  shall be
                  required),  to reasonably enter the Premises,  the Building or
                  the Lot or to have consultants  reasonably enter the Premises,
                  the Building and the Lot throughout the term of this Lease for
                  the purpose of  determining:  (1) whether  the  Premises,  the
                  Building and the Lot are in conformity with federal, state and
                  local   statutes,   regulations,   ordinances,   and  policies
                  including those pertaining to the  environmental  condition of
                  the  Premises,  (2)  whether  Tenant  has  complied  with this
                  Section 6, and (3) the corrective  measures,  if any, required
                  of Tenant to ensure  the safe use,  storage  and  disposal  of
                  Hazardous Materials, or to remove Hazardous Materials.  Tenant
                  agrees to provide reasonable access and reasonable  assistance
                  for such  inspections.  Such inspections may include,  but are
                  not limited to, entering the Premises, the Building or the Lot
                  or adjacent  property  with drill rigs or other  machinery for
                  the purpose

                  of obtaining laboratory samples. Landlord shall not be limited
                  in the  number  of such  inspections  during  the term of this
                  Lease. Tenant shall be obligated to reimburse Landlord (within
                  ten days of receipt of a written  statement  therefor) for any
                  such   inspection   performed  by  Landlord  (i)  if  Landlord
                  performed such inspection based upon a reasonable  belief that
                  the   Premises,   the  Building  or  the  Lot  may  have  been
                  contaminated  by  Hazardous  Materials  due to the  actions or
                  omissions   of  Tenant  or   Tenant's   agents,   contractors,
                  employees,  or  invitees or (ii) any such  inspection  reveals
                  that  the  Premises,   the  Building  or  the  Lot  have  been
                  contaminated  by  Hazardous  Materials  due to the  actions or
                  omissions of Tenant or Tenant's agents, contractors, employees
                  or invitees.  If such consultants determine that the Premises,
                  the  Building  or the  Lot  are  contaminated  with  Hazardous
                  Materials,   Tenant  shall,   provided  that  such   Hazardous
                  Materials   were  released  by  Tenant  or  Tenant's   agents,
                  contractors,  employees  or  invitees,  (i) remove in a timely
                  manner at Tenant's expense such Hazardous  Materials,  so long
                  as such  Hazardous  Materials  either (a) require  remediation
                  under   federal,   state   or  local   statutes,   ordinances,
                  regulations  or  policies,  or (b)  are at  levels  which  are
                  unacceptable to Landlord,  in Landlord's  reasonable judgment,
                  or (ii)  otherwise  comply  with the  recommendations  of such
                  consultants to the reasonable satisfaction of Landlord and any
                  applicable   governmental   agencies.  The  right  granted  to
                  Landlord  herein to inspect the Premises,  the Building or the
                  Lot shall not create a duty on Landlord's  part to inspect the
                  Premises,  the  Building or the Lot, or  liability of Landlord
                  for Tenant's use, storage or disposal of Hazardous  Materials,
                  it being  understood  that Tenant shall be solely  responsible
                  for all liability in connection therewith.

                           6.2.6 Tenant shall surrender the Premises to Landlord
                  upon the expiration or earlier  termination of this Lease free
                  of Hazardous  Materials and in a condition which complies with
                  all  governmental   statutes,   ordinances,   regulations  and
                  policies,  reasonable  recommendations of consultants hired by
                  Landlord,  and such other  reasonable  requirements  as may be
                  imposed by Landlord.

                           6.2.7 Tenant's obligations under this Section 6 shall
                  survive termination of this Lease.

        7.  LATE  CHARGES.  Tenant  hereby  acknowledges  that late  payment  to
Landlord  of Rent,  Additional  Rent or  other  sums due  hereunder  will  cause
Landlord to incur costs not  contemplated  by this  Lease,  the exact  amount of
which will be extremely difficult to ascertain.  If any Rent, Additional Rent or
other sum due from Tenant is not received by Landlord or  Landlord's  designated
agent  within  five (5)  business  days of when due,  then  Tenant  shall pay to
Landlord a late charge equal to ten percent (10%) 

of such overdue amount, plus any reasonable attorneys' fees incurred by Landlord
by reason of Tenant's  failure to pay Rent,  Additional  Rent and other  charges
when due hereunder.  The parties hereby agree that such late charges represent a
fair and  reasonable  estimate of the cost that Landlord will incur by reason of
Tenant's  late  payment.  Landlord's  acceptance  of such late charges shall not
constitute a waiver of Tenant's  default with respect to such overdue  amount or
estop  Landlord  from  exercising  any of the other rights and remedies  granted
hereunder.

        8.        REPAIRS AND MAINTENANCE.

                  8.1  Landlord's  Obligation.  Subject  to  Article  14  and to
         Tenant's  reimbursement  obligation  to Landlord  under  Section  10.1,
         Landlord shall maintain, or cause to be maintained, any common areas of
         the Building and the Lot in reasonably good order and condition  except
         for damage  occasioned  by any act or  omission  of Tenant or  Tenant's
         employees,  guests,  agents,  customers,  independent  contractors,  or
         invitees, the repair of which damage shall be paid for by Tenant within
         twenty (20) days of Landlord's written demand.  Subject to Section 8.2,
         Article 14 and to Tenant's  reimbursement  obligation to Landlord under
         Section  10.1,  Landlord  agrees  to  keep  in  good  repair  the  roof
         (including the structural portions thereof),  the Building  foundation,
         and exterior  walls  (exclusive of all glass and exterior  doors),  the
         heating,  ventilating  and air  conditioning,  plumbing and  electrical
         systems  serving the Premises,  and the  underground  utility and sewer
         pipes  outside  the  exterior  walls of the  Building,  if any,  except
         repairs  rendered  necessary by the  negligence of Tenant,  or Tenant's
         employees,  guests,  agents,  customers,   independent  contractors  or
         invitees, the repair of which shall be paid for by Tenant within twenty
         (20) days of Landlord's written demand.  Subject to Landlord's right of
         access pursuant to Article 18, Tenant shall be exclusively  responsible
         for the Premises,  and Landlord shall be under no obligation to inspect
         the Premises.  Tenant shall promptly  report in writing to Landlord any
         defective  condition  known to it which Landlord is required to repair,
         and failure to so report such defects shall make Tenant  responsible to
         Landlord  for any  liability  incurred by  Landlord  caused by Tenant's
         failure to promptly report such conditions.

                  8.2 Premises  Delivered As Is;  Tenant's  Obligations.  Tenant
         accepts the Premises in their  present  condition "as is" and as suited
         for the uses intended by Tenant.  Tenant shall,  throughout the Initial
         Lease Term and any extensions thereof, at its expense, maintain in good
         order and repair the Premises,  including all glass and doors, Tenant's
         equipment  now or  hereafter  on the  Premises  and other  improvements
         located thereon and any  supplementary  air  conditioning or electrical
         systems installed  pursuant to Section 9.3. Tenant agrees to return the
         Premises to Landlord at the  expiration  or prior  termination  of this
         Lease in as good  condition and repair as when first  received,  normal
         wear

         and  tear,  damage  by  storm,  fire,   lightning,  earthquake or other
         casualty  excepted.  Tenant hereby  waives any law  regarding  Tenant's
         right to make  repairs and to deduct the  expenses of such repairs from
         the Rent due under the Lease.

                  Tenant  shall  be  responsible,  at  Tenant's  sole  cost  and
         expense, for all cleaning, including window washing of the interior and
         exterior windows, of the Premises.  Tenant shall contract,  at Tenant's
         sole cost and expense,  with a reputable company and shall otherwise be
         responsible for the removal of any and all rubbish from the Premises.

        9.        UTILITIES AND SERVICES.

                  9.1 Utility Bills. Tenant shall promptly pay all water, sewer,
         gas, electricity,  fuel, phone, light, heat, cleaning, rubbish removal,
         electric power and other utility bills for the Premises. If Tenant does
         not pay these bills,  Landlord,  at Landlord's option, may pay them and
         such payment shall be added to the Rent.  If any of such  utilities are
         not separately  metered to the Premises,  Landlord will bill Tenant for
         Tenant's  proportionate  share based on Tenant's Percentage Share or on
         such  other  equitable  basis as  reasonably  determined  by  Landlord.
         Landlord  shall  submit   estimated  bills  to  Tenant  for  such  non-
         separately  metered  utilities  monthly  and  Tenant  shall  pay  these
         estimated bills as "Additional  Rent" (as defined in Section 10.2) on a
         monthly basis  concurrently with the payment of Rent, and such payments
         shall be treated as if the same were  "Adjustments"  under Section 10.2
         hereof.

                  9.2  Disclaimer.  Landlord  shall not be liable  for any loss,
         injury or damage to property caused by or resulting from any variation,
         interruption,  or  failure  of such  services  due to any cause  beyond
         Landlord's reasonable control. No temporary  interruption or failure of
         such  services  incident  to the  making of  repairs,  alterations,  or
         improvements,  or due to  accident,  strike,  or  conditions  or events
         beyond  Landlord's  reasonable  control  shall be deemed an eviction of
         Tenant or relieve Tenant from any of Tenant's obligations hereunder. In
         no event  shall  Landlord  be liable to  Tenant  for any  damage to the
         Premises or for any loss,  damage or injury to any property  therein or
         thereon  occasioned  by bursting,  rupture,  leakage or overflow of any
         plumbing or other pipes (including,  without limitation,  water, steam,
         and/or  refrigerant  lines),   sprinklers,   tanks,  drains,   drinking
         fountains or  washstands,  or other similar  cause in,  above,  upon or
         about the  Premises  or the  Building,  except to the extent  caused by
         Landlord's negligence or willful misconduct and then only to the extent
         not covered by Tenant's personal property insurance.

                  9.3 Heat Producing Equipment.  Before installing any equipment
         or lights  which  generate an undue  amount of heat in the  Premises or
         using any  high-power  usage  equipment in the  Premises,  Tenant shall
         obtain the written  permission of Landlord,  which permission shall not
         be unreasonably withheld or delayed.  Landlord may refuse to grant such
         permission  unless  Tenant  agrees  to pay the  costs to  Landlord  for
         installation of supplementary  air conditioning  capacity or electrical
         systems reasonably necessitated by such equipment. In addition,  Tenant
         shall,  in  advance,  on the first day of each  month  during the Lease
         term, pay Landlord the reasonable  amount  estimated by Landlord as the
         cost of furnishing  electricity  for the  operation of such  high-power
         usage   equipment  and  the  cost  of  operation  and   maintenance  of
         supplementary  air conditioning  units  necessitated by Tenant's use of
         any  equipment  which  generates an undue amount of heat.  Such advance
         payment  shall  be  adjusted  for any  overpayment  by  Tenant  for the
         previous month's advance payment. Landlord shall be entitled to install
         and  operate at  Tenant's  cost,  a  monitoring/metering  system in the
         Premises  to  measure  the  added  demands  on  electricity,   heating,
         ventilation,  and air conditioning systems resulting from Tenant's heat
         generating or  high-power  equipment  usage,  and  after-hours  service
         requirements.  At  Landlord's  option,  Landlord may require  Tenant to
         remove,   at  Tenant's   expense,   any  such  electrical   systems  or
         supplementary  air  conditioning  system  which  were not  included  in
         Tenant's Initial Improvements upon termination of the Lease, and Tenant
         shall repair any damage to the Premises or the Building  caused by such
         removal.

       10.        ADJUSTMENTS.

                  10.1  Definition.  In addition to the rent,  and as additional
         rent  ("Additional  Rent"),  Tenant  shall  pay  to  Landlord  Tenant's
         Percentage  Share  (as such  term is  defined  in  Section  1.2) of the
         Building and Lot's total cost of the following items:

                           10.1.1 All Property Taxes.  "Property Taxes" shall be
                  defined to include any form of assessment, license, fee, rent,
                  tax, levy, penalty (if a result of Tenant's  delinquency),  or
                  tax (other than net income, estate,  succession,  inheritance,
                  transfer or franchise  taxes),  imposed by an authority having
                  the direct or indirect  power to tax, or by any city,  county,
                  state  or  federal  government  or any  improvement  or  other
                  district  or  division  thereof,  whether  such  tax  is:  (i)
                  determined  by the area of the  Building  or the  parcel  upon
                  which it is  constructed  or any part  thereof or the Rent and
                  other sums  payable  hereunder by Tenant,  including,  but not
                  limited  to,  any gross  income or excise tax levied by any of
                  the foregoing authorities with respect to receipt of such rent
                  or other  sums due under  this  Lease;  (ii) upon any legal or
                  equitable  interest of Landlord  in the 

                  Building,  the  parcel  upon  which it is  constructed  or the
                  Premises or any part thereof;  (iii) upon this  transaction or
                  any  document  to  which   Tenant  is  a  party   creating  or
                  transferring  any  interest in the Building or the parcel upon
                  which it is  constructed;  (iv) levied or assessed in lieu of,
                  in substitution for, or in addition to, existing or additional
                  taxes  against  the  Building  or the parcel  upon which it is
                  constructed  whether  or  not  now  customary  or  within  the
                  contemplation  of the parties;  or (v) surcharged  against the
                  parking  area.  Tenant  shall  also pay to  Landlord  Tenant's
                  Percentage  Share (as such term is defined in Section  1.2) of
                  the   reasonable   fees  and  costs  charged  to  Landlord  by
                  Landlord's tax consultant  for tax advisory  services.  If any
                  tenant(s) in the Building  pays its share of real estate taxes
                  as defined herein directly to any taxing authority,  as may be
                  provided in their leases,  the square  footage of their leased
                  premises  shall not be  included  as part of the floor area of
                  the  Building for purposes of  calculating  Tenant's  share of
                  such amount;

                           10.1.2  All  insurance   premiums.   Such   insurance
                  premiums  shall  include all  insurance  premiums for fire and
                  hazard  insurance  ("All-Risk"),   extended  coverage,  public
                  liability, and other insurance which Landlord reasonably deems
                  necessary;

                           10.1.3  All  costs  to  maintain,   repair,  replace,
                  supervise,  insure  (including  provision of public  liability
                  insurance)  and  administer  the  Premises  and  all  portions
                  thereof that Landlord is responsible for under Section 8.1 and
                  all  common  areas of the  Building  and Lot  such as  parking
                  areas,  landscaping,  sidewalks and Building  common areas, if
                  any, Building and Premises equipment and operating systems and
                  other  capital  improvements  to the  Building  and  Premises,
                  parking  lots,  landscaping,   sprinkler  and  alarm  systems,
                  sidewalk,  driveways,  and  the  roof  and  structure  of  the
                  Building,  including  snow  removal  charges  and the costs of
                  maintenance contracts;  provided,  however, that to the extent
                  that any of such  costs to so repair  or  replace  such  items
                  shall be capital  expenditures,  only the annual  amortization
                  (i.e.,  over the  useful  life of such  repair or  replacement
                  determined in accordance  with generally  accepted  accounting
                  principles  ("GAAP") or, in the absence of a controlling  GAAP
                  principle,   over  a  useful  life  reasonably  determined  by
                  Landlord)  of the  costs of such  capital  expenditures,  with
                  interest  at the prime rate (as  published  in The Wall Street
                  Journal),  shall be  included in the costs  described  in this
                  Subparagraph 10.1.3 for each particular year;

                           10.1.4 Any  parking  charges or other  costs  levied,
                  assessed or imposed by, or at the  direction  of, or resulting
                  from  statutes or  regulations,  or  interpretations  thereof,
                  promulgated  by  any  governmental  authority  or

                  insurer  in  connection  with  the  use  or  occupancy  of the
                  Premises or the common areas of the Building;

                           10.1.5 Any reasonable  property  management  fees and
                  administrative costs, including,  but not limited to, the cost
                  of  compensation   (including   employment  taxes  and  fringe
                  benefits)  of all persons who  perform  regular and  recurring
                  duties connected with the management,  operation,  maintenance
                  and repair of the  Building,  the Lot,  and/or  the  Premises,
                  their equipment, parking facilities and the common areas;

                           10.1.6 Costs of any energy management system but only
                  if Landlord reasonably determines that the annual cost savings
                  resulting from such energy  management system shall exceed the
                  annual  amortization  thereof,  and  if  Landlord  makes  such
                  reasonable determination,  then the annual amortization (i.e.,
                  over its useful life  determined in accordance  with generally
                  accepted  accounting  principles,  or  in  the  absence  of  a
                  controlling  GAAP  principle,  over a useful  life  reasonably
                  determined  by  Landlord)  of the  cost of such  system,  with
                  interest  at the prime rate (as  published  in The Wall Street
                  Journal),  shall be  included in the costs  described  in this
                  Subparagraph 10.1.6 for each particular year;

                           10.1.7 Any  capital  expenditure  made by Landlord in
                  compliance  with the  requirements  of any federal,  state, or
                  local law or  governmental  regulation  enacted or promulgated
                  after the date of this Lease; provided, however, that only the
                  annual  amortization (i.e., over its useful life determined in
                  accordance with generally accepted accounting  principles,  or
                  in the absence of a controlling GAAP principle,  over a useful
                  life  reasonably  determined  by Landlord) of the cost of such
                  expenditure,  with interest at the prime rate (as published in
                  The Wall  Street  Journal),  shall be  included  in the  costs
                  described  in this  Subparagraph  10.1.7  for each  particular
                  year;

                           10.1.8 The costs  allocated  to the  Building and Lot
                  pursuant  to  the  "Forge  Park  Covenants  and  Restrictions"
                  attached hereto as Exhibit C for insurance, road, sidewalk and
                  landscape maintenance for the development known as Forge Park,
                  including,  without  limitation,  snowplowing and landscaping,
                  roadway,   utility,  lighting  and  drainage  maintenance  and
                  operational  costs,  any costs incurred to supplement the Town
                  of Franklin's  maintenance of public  roadways  located within
                  Forge Park, and reasonable management fees associated with the
                  foregoing.

                  10.2 Monthly  Payments.  Upon the  commencement of this Lease,
         Landlord shall submit to Tenant an estimate of monthly  Adjustments for
         the  period  between  the  Lease  Commencement  Date and the  following
         January  1,  and  Tenant  shall  pay  these  estimated  Adjustments  as
         additional  rent  ("Additional  Rent") on a monthly basis  concurrently
         with the  payment  of the  Rent.  Tenant  shall  continue  to make such
         monthly payments for every month of the term until notified by Landlord
         of any change therein.  By March 1 of each year, Landlord shall provide
         to  Tenant a  statement  showing  the total  Adjustments  for the prior
         calendar year and Tenant's  allocable share thereof,  prorated from the
         Lease  Commencement  Date of this Lease  during the first year.  If the
         total  monthly  payments  which Tenant has made for the prior  calendar
         year (or portion thereof during which this Lease was in effect) is less
         than the Tenant's actual share of such  Adjustments,  then Tenant shall
         pay the  difference in a lump sum within twenty (20) days after receipt
         of such  statement from  Landlord.  Any  overpayment by Tenant shall be
         credited towards the Adjustments  next due. The actual  Adjustments for
         the prior year shall be used for purposes of calculating  the estimated
         monthly  Adjustments for the current year with actual  determination of
         such Adjustments  occurring after the end of each calendar year, except
         that in any year in which  resurfacing  of the common  parking  area or
         major roof repairs are planned, Landlord may include the estimated cost
         of such work in the estimated monthly Adjustments. Even though the term
         of this Lease has expired and Tenant has vacated the Premises, when the
         final  determination  is made of Adjustments for the year in which this
         Lease  terminates,  Tenant shall  promptly  pay any  increase  over the
         estimated Adjustments previously paid and, conversely,  any overpayment
         shall be promptly  returned by Landlord to Tenant.  Failure of Landlord
         to submit  statements as called for herein shall not be deemed a waiver
         of Tenant's obligation to pay Adjustments as herein provided.

                  10.3  Further  Adjustment.  In  the  event  that  the  average
         occupancy  level of the  Building  for any year is not  ninety  percent
         (90%)  or  more  of  full  occupancy,  then  the  actual  cost  for the
         Adjustment  Items for such year shall be apportioned  among the tenants
         of the  Building by  Landlord  to reflect  those costs which would have
         occurred had the Building  been ninety  percent (90%)  occupied  during
         such year,  provided that only those components (e.g.,  water expenses)
         of the Adjustment  Items that vary with changes in the occupancy  level
         of the Building shall be affected by this Section 10.3.

       11.  PERSONAL  PROPERTY  TAXES.  Tenant  shall pay,  or cause to be paid,
before delinquency any and all taxes levied or assessed and which become payable
during  the  term  of this  Lease  upon  all  Tenant's  leasehold  improvements,
equipment,  furniture,  fixtures,  and any other  trade  fixtures  and  personal
property located on the Premises.  In the event any or all of Tenant's leasehold
improvements,  equipment,  furniture,  fixtures, and any other personal property
and trade fixtures shall be assessed 

and taxed with  Property  Taxes,  Tenant shall pay to Landlord its share of such
taxes  within  twenty  (20) days  after  delivery  to Tenant  by  Landlord  of a
statement  in  writing  setting  forth the amount of such  taxes  applicable  to
Tenant's property.

       12. LIABILITY  INSURANCE.  Tenant shall, at Tenant's expense,  obtain and
keep in force  during  the term of this  Lease a policy  of  commercial  general
liability insurance including personal injury liability,  contractual liability,
products  and  completed  operations  liability,  insuring  Landlord  and Tenant
against  any  liability  arising  out  of  the  ownership,   use,  occupancy  or
maintenance of the Premises.  Such insurance  shall be in the amount of not less
than Five Million and no/100ths  Dollars  ($5,000,000.00)  for bodily injury and
property  damage for any one accident or occurrence;  provided that the products
liability  component  thereof shall be in an amount of not less than $2,000,000.
Fire legal liability  insurance in an amount of not less than Fifty Thousand and
no/100ths Dollars  ($50,000.00)  shall also be obtained and kept in force during
the term of this Lease at Tenant's  expense.  The limit of any of such insurance
shall not limit the  liability  of Tenant  hereunder.  Tenant may  provide  this
insurance  under a blanket  policy,  provided that such  insurance  shall have a
landlord's   protective  liability  endorsement   specifically   describing  the
Premises. If Tenant fails to procure and maintain such insurance,  Landlord may,
but shall not be required to, procure and maintain the same, at Tenant's expense
to be  reimbursed  by Tenant  within  twenty  (20) days of written  demand.  All
insurance  required  to be  obtained  by  Tenant  hereunder  shall be  issued by
companies  reasonably  acceptable to Landlord.  Prior to the Lease  Commencement
Date,  Tenant  shall  deliver to Landlord  certified  copies of policies  or, at
Landlord's discretion,  certificates of liability insurance required herein with
loss  payable  clauses  satisfactory  to  Landlord.  Any  deductible  under such
insurance  policy in excess of Two Thousand Five Hundred and  no/100ths  Dollars
($2,500.00)  must be approved  by Landlord in writing  prior to issuance of such
policy. No policy shall be cancelable or subject to reduction of coverage except
upon thirty (30) days' prior written notice to Landlord. All such policies shall
name  Landlord  and its  agents as named  insureds,  shall be written as primary
policies not contributing  with and not in excess of coverage which Landlord may
carry, and shall be written with an insurance carrier reasonably satisfactory to
Landlord. From time to time, as Landlord deems necessary, the insurance coverage
and limits of such coverage required hereunder will be reviewed by Landlord, and
Tenant  will be  notified  of any  revisions  or  increases  thereto  reasonably
required by Landlord.  Tenant  shall  obtain any revised or  increased  coverage
required  by Landlord  within  thirty  (30) days of any such  notification  from
Landlord.

       13. FIRE  INSURANCE - FIXTURES AND  EQUIPMENT.  Tenant shall  maintain in
full force and effect on all trade  fixtures and  equipment  and other  personal
property on the Premises,  a policy of all risk property  insurance covering the
full  replacement  value of such  property.  During the term of this Lease,  the
proceeds  from any such  policy  of  insurance  shall be used for the  repair or
replacement  of the fixtures and  equipment so insured.  Landlord  shall have no
interest in the insurance upon

Tenant's equipment and fixtures and will sign all documents reasonably necessary
or proper in  connection  with the  settlement  of any claim or loss by  Tenant.
Landlord will not carry insurance on Tenant's possessions.  Tenant shall furnish
Landlord with  certificate of insurance  evidencing  that the  requirements  set
forth  herein  are in full force and  effect.  Any  deductible  in excess of Two
Thousand Five Hundred and no/100ths  Dollars  ($2,500.00)  under such  insurance
must be approved in writing by Landlord prior to issuance of such policy. Within
twenty  (20) days of  Landlord's  demand,  Tenant  shall  provide  Landlord,  at
Tenant's  expense,  with such increased amount of existing  insurance,  and such
other  insurance  as Landlord or  Landlord's  lender may  reasonably  require to
afford Landlord and Landlord's lender adequate protection. Tenant shall promptly
provide  Landlord  with notice of loss or damage to property  after such loss or
damage occurs.  Tenant shall provide and keep in force with companies reasonably
satisfactory to Landlord,  business interruption and/or loss of rental insurance
in an amount  equivalent  to twelve (12) months Rent and  Additional  Rent which
shall not contain a deductible  greater than One Thousand and no/100ths  Dollars
($1,000.00).  Tenant shall furnish  Landlord with  certificate of such insurance
naming  Landlord as an  additional  insured.  No policy shall be  cancelable  or
subject to  reduction  of coverage  except upon thirty (30) days' prior  written
notice to Landlord.

       14.        DESTRUCTION AND DAMAGE.

                  14.1 Casualty Damage - Insured.  If the Building is damaged by
         fire or  other  perils  covered  by  extended  coverage  insurance  the
         following provisions shall apply:

                           14.1.1  Total  Destruction.  In the  event  of  total
                  destruction  of the Building or the Premises,  Landlord  shall
                  elect either to promptly  commence  repair and  restoration of
                  the  destroyed  area  and  prosecute  the same  diligently  to
                  completion,  in which  event this Lease  shall  remain in full
                  force and effect,  or not to repair or restore  the  destroyed
                  area,  in which  event this Lease shall  terminate.  In either
                  case,  Landlord  shall  give  Tenant  written  notice  of  its
                  intention  within sixty (60) days after the occurrence of such
                  destruction.  If Landlord  elects not to restore the destroyed
                  area under this Section 14.1.1,  this Lease shall be deemed to
                  have terminated as of the date of such total destruction.

                           14.1.2 Partial Destruction. In the event of a partial
         destruction  of the  Building  to an extent not  exceeding  twenty-five
         percent  (25%) of the full  insurable  value  thereof and if the damage
         thereto is such that the  Building  may be repaired or restored  within
         ninety (90) days from the date of such  destruction  and Landlord  will
         receive  insurance  proceeds  sufficient  to  cover  the  cost  of such
         repairs, Landlord shall use reasonable efforts to promptly commence and
         proceed  diligently with the work of repair and  restoration,  in which
         event the

         Lease shall  continue  in full force and effect;  or if such repair and
         restoration  requires  longer than ninety (90) days or the cost thereof
         exceeds  twenty-five  percent (25%) of the full insurable value thereof
         or if the insurance proceeds payable to Landlord will not be sufficient
         to cover such cost, Landlord may elect either to so repair and restore,
         in which  event the Lease shall  continue in full force and effect,  or
         not to repair,  reconstruct or restore,  in which event the Lease shall
         terminate. In either case, Landlord shall give written notice to Tenant
         of its intention  within sixty (60) days after the destruction  occurs.
         If  Landlord  elects not to restore the  Building,  this Lease shall be
         deemed to have terminated as of the date of such partial destruction.

                  14.2 Release.  Upon any termination of this Lease under any of
         the provisions of this article,  the parties shall be released  thereby
         without further  obligation to the other from the date of the damage or
         destruction,  except for items which have  theretofore  accrued and are
         then unpaid.

                  14.3 Rent Abatement. In the event of repair and restoration as
         herein provided,  the monthly  installments of Rent and Additional Rent
         shall be abated  proportionately in the ratio which the Tenant's use of
         the   Premises   is  impaired   during  the  period  of  such   repair,
         reconstruction or restoration; provided, however, if the damage is due,
         directly  or  indirectly,  to the fault or neglect  of  Tenant,  or its
         officers, contractors,  licensees, agents, servants, employees, guests,
         invitees or visitors,  there shall be no  abatement of Rent,  except to
         the extent  Landlord  receives  proceeds from any applicable  insurance
         policy of Tenant to compensate Landlord for loss of Rent. Except to the
         extent of the rent  abatement  referred to above in this Section  14.3,
         Tenant shall not be entitled to any compensation or damages for loss of
         use of the whole or any part of said Premises and/or any  inconvenience
         or annoyance  occasioned  by such  damage,  repair,  reconstruction  or
         restoration.

                  14.4  Delay.  Tenant  shall  not be  released  from any of its
         obligations  under  this  Lease  except  to the  extent  and  upon  the
         conditions expressly stated in this article.  Notwithstanding  anything
         to the contrary  contained in this article,  if Landlord has elected to
         repair and restore the Premises and is thereafter  delayed or prevented
         from  repairing or restoring the Premises  within nine (9) months after
         the  occurrence of such damage or destruction by reason of acts of God,
         war,  governmental  restrictions,  inability  to procure the  necessary
         labor or  materials,  or other cause  beyond the  control of  Landlord,
         Landlord,  at Landlord's option, shall be relieved of its obligation to
         make such  repairs or  restoration  and,  if  Landlord  exercises  such
         option,  Tenant shall be released from its obligations under this Lease
         that first arise or accrue after the end of such nine (9) month period.

                  14.5  Uninsured  Damage.  If  damage  to the  Building  or the
         Premises is due to any cause other than fire or other peril  covered by
         extended  coverage  insurance,  Landlord  may elect to  terminate  this
         Lease.

                  14.6 Repair Obligation.  If Landlord is obligated to or elects
         to repair or  restore  as herein  provided,  Landlord  shall  repair or
         restore only those  portions of the  Building  and Premises  which were
         originally  provided  at  Landlord's   expense;   and  the  repair  and
         restoration of areas or items not provided at Landlord's  expense shall
         be the obligation of Tenant.

                  14.7 End of Term.  Notwithstanding  anything  to the  contrary
         contained in this article,  Landlord may elect to terminate  this Lease
         in the event of damage to the Building or the Premises occurring during
         the last  (12)  months  of the  Lease  or any  extension  thereof;  and
         Landlord  shall  not have any  obligation  to  repair  or  restore  the
         Premises  or the  Building  during the last  twelve (12) months of this
         Lease or any extension  thereof.  Upon such termination Tenant shall be
         released of its obligations under this Lease that first arise or accrue
         after the date of such termination.

       15. ALTERATIONS AND ADDITIONS: REMOVAL OF FIXTURES. Tenant shall not make
or allow to be made any  alterations,  additions  or  improvements  to or on the
Premises  without  first  obtaining the written  consent of Landlord;  provided,
however,  that,  subject to  Landlord's  receipt and approval of final plans and
specifications  therefor,  Landlord shall not unreasonably withhold or delay its
consent to any items of the Tenant Initial  Improvements  or other  alterations,
additions or improvements that will not adversely affect the Building  structure
or any Building systems.  Any such alterations,  additions or improvements made,
including,  but not limited to, wall  covering,  paneling and  built-in  cabinet
work,  but  excepting  movable  furniture and trade  fixtures,  shall be made at
Tenant's sole expense, according to plans and specifications approved in writing
by  Landlord  (which  approval  shall be  subject  to the  prior  sentence),  in
compliance with all applicable laws, by a licensed contractor, and in a good and
workmanlike  manner  conforming in quality and design with the Premises existing
as of the Lease  Commencement Date and the Forge Park Covenants and Restrictions
set forth in Exhibit  C, shall not  diminish  the value of the  Building  or the
Premises and shall at once become a part of the realty and shall be  surrendered
with the Premises.  Without  limiting the  generality of the  immediately  prior
sentence,   in  making  the  Tenant  Initial  Improvements  and  any  subsequent
alterations or additions to the Premises,  Tenant shall be solely responsible to
make, at Tenant's sole cost and expense,  all alterations,  improvements  and/or
additions to the Premises  required by the Americans With  Disabilities  Act and
all  regulations  promulgated  thereunder  (collectively,  the "ADA");  it being
understood, however, that Tenant may use a portion of the Construction Costs Cap
described in Section 4.1 for the  alterations,  etc.  required  under the ADA in
connection  with  the  Tenant  Initial   Improvements  and/or  Tenant's  initial

operations at the Premises.  Upon the  expiration or sooner  termination  of the
term hereof,  Tenant shall,  upon written  demand by Landlord,  at Tenant's sole
expense, with due diligence, remove any alterations,  additions, or improvements
made by Tenant,  designated by Landlord to be removed,  and repair any damage to
the  Premises  caused by such  removal.  Tenant  shall remove all of its movable
property and trade fixtures which can be removed  without damage to the Premises
at the  termination  of this Lease,  either by  expiration  of the term or other
cause, and shall pay Landlord any damages for injury to the Premises or Building
resulting from such removal.  If Tenant shall fail to remove any of its property
of any nature whatsoever from the Premises or the Building at the termination of
th is  Lease or when  Landlord  has the  right  of  reentry,  Landlord  may,  in
accordance  with the  provisions of  applicable  statutes  governing  commercial
landlord and tenant matters,  remove and store such property  without  liability
for loss  thereof or damage  thereto,  such storage to be for the account and at
the  expense of  Tenant.  If Tenant  shall not pay the cost of storing  any such
property  after it has been  stored  for a period of  thirty  (30) days or more,
Landlord  may,  at its  option,  sell,  or  permit  to be sold,  any or all such
property at public or private  sale, in such manner and at such times and places
as Landlord, in its sole discretion,  may deem proper, without notice to Tenant,
unless  notice is  required  under  applicable  statutes,  and  shall  apply the
proceeds of such sale:  first,  to the cost and expense of such sale,  including
reasonable  attorneys'  fees actually  incurred;  second,  to the payment of the
costs or charges  for storing any such  property;  third,  to the payment of any
other sums of money which may then be or  thereafter  become due  Landlord  from
Tenant  under any of the terms  hereof;  and  fourth,  the  balance,  if any, to
Tenant.

       16.  ACCEPTANCE OF PREMISES.  Tenant shall be deemed to have accepted the
Premises on the date that Landlord  permits  Tenant to access the Premises under
Section 2.4 in their "as is"  condition,  without any  obligation by Landlord to
construct any improvements or alterations or perform any work therein.

       17.  INTENTIONALLY OMITTED

       18.  ACCESS.  Tenant  shall  permit  Landlord and its agents to enter the
Premises at all reasonable times and upon reasonable  notice (except in the case
of emergency, when no notice shall be required) to inspect the same; to show the
Premises to  prospective  tenants,  or  interested  parties such as  prospective
lenders and purchasers;  to clean,  repair, alter or improve the Premises or the
Building;  to  discharge  Tenant's  obligations  when Tenant has failed to do so
within a reasonable time after written notice from Landlord;  to post notices of
nonresponsibility  and similar  notices and "For Sale" signs;  and to place "For
Lease"  signs upon or adjacent to the Building or the  Premises  (which  signage
does not interfere  with Tenant's  signage or operations at the Premises) at any
time within seven (7) months of the expiration of the term of this Lease. Tenant
shall  permit  Landlord  and its agents to enter the Premises at any time in the
event of an emergency. When reasonably necessary, Landlord may temporarily

close  entrances,  doors,  corridors,  elevators  or  other  facilities  without
liability  to Tenant  by  reason of such  closure  and  without  such  action by
Landlord  being  construed  as an eviction of Tenant or a release of Tenant from
the duty of  observing  and  performing  any of the  provisions  of this  Lease;
provided that Landlord  shall use  reasonable  efforts to minimize the period of
such closure.

       19.  WAIVER  OF  SUBROGATION.  Whether  the loss or  damage is due to the
negligence of Tenant or Tenant's agents or employees, or any other cause, Tenant
hereby releases Landlord and Landlord's agents and employees from responsibility
for and waives its entire  claim of  recovery  for (i) any loss or damage to the
real or  personal  property of Tenant  located in the  Building,  including  the
Building itself,  arising out of any of the perils which are covered by Tenant's
property  insurance policy,  with extended coverage  endorsements,  or (ii) loss
resulting from business  interruption or loss of rental income, at the Premises,
arising  out  of any  of  the  perils  which  may  be  covered  by the  business
interruption  or by the loss of rental income  insurance  policy held by Tenant.
Tenant  shall cause its  insurance  carrier(s)  to consent to such waiver of all
rights of subrogation  against  Landlord.  Upon Landlord's  request Tenant shall
provide  Landlord  a copy of any such  insurance  policies  evidencing  Tenant's
waiver of subrogation rights against Landlord.

       20.  INDEMNIFICATION.  Tenant shall indemnify and hold harmless Landlord,
its agents, employees,  officers,  directors, partners and shareholders from and
against any and all liabilities,  judgments,  demands, causes of action, claims,
losses,  damages,  costs and expenses,  including reasonable attorneys' fees and
costs, arising out of the use, occupancy,  conduct,  operation, or management of
the  Premises  by, or the willful  misconduct  or  negligence  of,  Tenant,  its
officers, contractors, licensees, agents, servants, employees, guests, invitees,
or visitors in or about the Building or arising from any breach or default under
this Lease by Tenant, or arising from any accident, injury, or damage, howsoever
and by whomsoever  caused, to any person or property,  occurring in or about the
Building or Premises.  This  indemnification  shall survive  termination of this
Lease.  This  provision  shall not be construed to make Tenant  responsible  for
loss,  damage,  liability or expense resulting from injuries to third parties to
the extent caused by the negligence of Landlord,  or its officers,  contractors,
licensees, agents, employees, or invitees.

       21.  ASSIGNMENT AND SUBLETTING.

                  21.1 Landlord's  Consent.  Tenant shall not assign this Lease,
         or sublease all or any part of the  Premises,  or permit the use of the
         Premises by any party  other than  Tenant,  without  the prior  written
         consent of Landlord, subject to the last two sentences of Section 21.2.
         When Tenant requests Landlord's consent to such assignment or sublease,
         it shall  notify  Landlord  in writing  of the name and  address of the
         proposed  assignee or  subtenant  and the

         nature and  character  of the  business  of the  proposed  assignee  or
         subtenant and shall provide financial  information  including financial
         statements  of the proposed  assignee or  subtenant.  Tenant shall also
         provide  Landlord  with a copy of the  proposed  sublet  or  assignment
         agreement.  Landlord  shall  have the option  (to be  exercised  within
         thirty (30) days from the  submission  of  Tenant's  request) to cancel
         this Lease as of the commencement  date stated in the proposed sublease
         or assignment.

                  21.2  Criteria.  In  determining  whether  or not to grant its
         consent to a proposed sublet or assignment,  Landlord shall be entitled
         to consider all reasonable criteria including,  but not limited to, the
         following:  (i) whether or not the  proposed  subtenant  or assignee is
         engaged in a business  which,  and the use of the Premises will be in a
         manner which,  is in keeping with the then  character and nature of all
         other  tenancies  in the  Building,  (ii)  the  use to be  made  of the
         Premises by the proposed  subtenant or assignee  does not conflict with
         any so-called  "exclusive" use then in favor of any other tenant of the
         Building,  and that  such use  would  not be  prohibited  by any  other
         portion of this  Lease,  including,  but not  limited to, any rules and
         regulations  then in effect,  or under  applicable  law, (iii) that the
         proposed  subtenant  or  assignee is a  reputable  party of  reasonable
         financial worth and stability in light of the responsibilities involved
         and does not impose a greater  load upon the  Premises and the Building
         services  (such as elevator,  janitorial and security  services),  then
         imposed by  Tenant,  (iv) that the  sublease  or  assignment  agreement
         requires  payment of the rent and other  amounts as  required of Tenant
         hereunder  with respect to the space being  subleased or assigned which
         are in no event less than that being  offered by  Landlord  for similar
         space in the Building under leases then being negotiated,  and (v) that
         Tenant shall  provide  Landlord  with  reasonable  proof of (i),  (ii),
         (iii),  and (iv),  and (vi) Tenant is not in default  hereunder  at the
         time  it  makes  its  request  for  such  consent  or at the  time  the
         assignment or sublet is to take effect. Subject to the other provisions
         of  this  Article  21,  including,   without   limitation,   Landlord's
         cancellation rights in Section 21.1 and Landlord's consideration of the
         above criteria,  Landlord shall not unreasonably  withhold or delay its
         consent to a request by Tenant to sublet the Premises.  Notwithstanding
         the  foregoing,   Landlord's  consent  shall  not  be  required  for  a
         subletting  of the Premises to an entity that  controls,  is controlled
         by, or is under common control with, Tenant (an "Affiliate  Sublease").
         Subject to the  provisions  of Section 21.3 below,  Landlord  shall not
         unreasonably  withhold  or delay its  consent to a request by Tenant to
         assign this Lease to an entity (the  "Assignee  Entity")  which results
         from a merger or  consolidation  with Tenant or which  purchases all of
         Tenant's  assets,  provided that such  Assignee  Entity has a net worth
         immediately after such merger,  consolidation or acquisition that is at
         least  equal to or  greater  than the  greater  of (a) the net worth of
         Tenant as of the date hereof or (b) the net worth of Tenant immediately
         prior to the assignment of this Lease to the Assignee Entity.

                  21.3 Approved Subleases and Assignments.  If Landlord approves
         an  assignment  or sublease  as herein  provided,  Tenant  shall pay to
         Landlord,  as additional rent due under this Lease, fifty percent (50%)
         of the excess,  if any, of the rent and any additional  rent payable by
         the assignee or subtenant to Tenant over the Rent plus  Additional Rent
         allocable to that part of the Premises  affected by such  assignment of
         sublease  pursuant  to the  provisions  of  this  Lease.  No  Affiliate
         Sublease and no consent to any assignment or sublease shall  constitute
         a consent to a further subletting or assignment nor a further waiver of
         the  provisions  of this section,  and all  subsequent  assignments  or
         subleases  shall be subject to the  provisions  of this  Section 21. An
         assignee of Tenant,  at the option of Landlord,  shall become  directly
         liable to Landlord  for all  obligations  of Tenant  hereunder,  but no
         sublease or assignment by Tenant shall relieve  Tenant of any liability
         hereunder. Except for an Affiliate Sublease, any assignment or sublease
         without  Landlord's  consent shall be void, and shall, at the option of
         the Landlord,  constitute a default under this Lease. In the event that
         Landlord  shall consent to a sublease or assignment  hereunder,  Tenant
         shall pay Landlord's  reasonable legal fees, not to exceed Five Hundred
         and no/100ths Dollars ($500.00) per transaction, incurred in connection
         with the  processing  of  documents  necessary  to the  giving  of such
         consent.

       22.  ADVERTISING.  Tenant shall not display any sign,  graphics,  notice,
picture,  or poster, or any advertising matter whatsoever,  anywhere in or about
the  Premises  or the  Building  at places  visible  from  anywhere  outside the
Building or at the entrance to the Premises  without first obtaining  Landlord's
written consent hereto,  such consent to be at Landlord's sole  discretion.  Any
such consent by Landlord  shall be upon the  understanding  and  condition  that
Tenant will maintain the sign in good  condition and remove the same at Tenant's
expense upon the expiration or sooner  termination  of this Lease.  Tenant shall
repair any damage to the Premises or the Building caused by such removal.

       23. LIENS.  Tenant shall keep the Premises and the Building free from any
liens  arising  out of any work  performed,  materials  ordered  or  obligations
incurred by or on behalf of Tenant,  and Tenant  hereby  agrees to indemnify and
hold  Landlord,  its  agents,  employees,  independent  contractors,   officers,
directors,  partners,  and  shareholders  harmless from any  liability,  cost or
expense for such liens.  Tenant shall cause any such lien imposed to be released
or record by payment or posting of the proper bond acceptable to Landlord within
twenty (20) days after the earlier of imposition of the lien or written  request
by Landlord.  Tenant shall give Landlord written notice of Tenant's intention to
perform work on the Premises  which might result in any claim of lien,  at least
ten (10) days prior to the  commencement of such work to enable Landlord to post
and record a Notice of  Nonresponsibility  or other notice  deemed proper before
commencement  of any such work.  If Tenant  fails to remove any lien

within  the  prescribed  twenty  (20) day  period,  then  Landlord  may do so at
Tenant's expense and Tenant's reimbursement to Landlord for such amount shall be
deemed  Additional  Rent. Such  reimbursement  shall include all sums disbursed,
incurred or deposited  by Landlord,  including  Landlord's  costs,  expenses and
reasonable attorneys' fees with interest thereon at the maximum rate of interest
permitted by law.

       24.        DEFAULT.

                  24.1  Tenant's  Default.  A default under this Lease by Tenant
         shall exist if any of the following occurs:

                           24.1.1 If Tenant fails to pay Rent,  Additional  Rent
                  or any other sum required to be paid hereunder within five (5)
                  business days of when due; or

                           24.1.2 If Tenant fails to perform any term,  covenant
                  or condition of this Lease except those  requiring the payment
                  of money,  and Tenant fails to cure such breach  within thirty
                  (30) days after written notice from Landlord where such breach
                  could  reasonably be cured within such thirty (30) day period;
                  provided,   however,   that  where  such  failure   could  not
                  reasonably  be cured  within the thirty (30) day period,  that
                  Tenant  shall  not  be  in  default  if  it   commences   such
                  performance  within the thirty (30) day period and  diligently
                  thereafter prosecutes the same to completion; or

                           24.1.3 If Tenant  makes a general  assignment  of its
                  assets for the benefit of its creditors; or

                           24.1.4  If  the  sequestration  or  attachment  of or
                  execution on any material part of Tenant's  personal  property
                  essential  to the conduct of  Tenant's  business  occurs,  and
                  Tenant  fails to obtain a return or release  of such  personal
                  property within sixty (60) days  thereafter,  or prior to sale
                  pursuant to such sequestration,  attachment or levy, whichever
                  is earlier; or

                           24.1.5   If   Tenant   fails   to   continuously   or
                  uninterruptedly  conduct  its  business  in the  Premises  for
                  longer than  thirty (30)  consecutive  business  days  through
                  Tenant's own fault,  or Tenant shall have abandoned or vacated
                  the Premises  (provided  that such  abandonment or vacation of
                  the Premises  shall not be a default  under this Lease so long
                  as Tenant  is in  compliance  with all of the other  terms and
                  provisions of this Lease); or

                           24.1.6 If a court makes or enters any decree or order
                  other than  under the  bankruptcy  laws of the  United  States
                  adjudging  Tenant to be  

                  insolvent,  or approving as properly filed a petition  seeking
                  reorganization  of  Tenant,  or  directing  the  winding up or
                  liquidation  of Tenant,  and such  decree or order  shall have
                  continued for a period of sixty (60) days.

                           24.1.7  The  chronic  delinquency  by  Tenant  in the
                  payment  of  monthly  Rent,  or any  other  periodic  payments
                  required  to  be  paid  by  Tenant  under  this  Lease,  shall
                  constitute a default. "Chronic delinquency" shall mean failure
                  by Tenant to pay Rent, or any other periodic payments required
                  to be paid by Tenant under this Lease within five (5) business
                  days after  written  notice  thereof  for any three (3) months
                  (consecutive or  nonconsecutive)  during any twelve (12) month
                  period. In the event of a chronic  delinquency,  at Landlord's
                  option, Landlord shall have the additional right to thereafter
                  require that two months of Rent be paid by Tenant, in advance.

                  24.2  Remedies.  Upon a default  which  continues  beyond  the
         expiration  of any  applicable  cure periods,  Landlord  shall have the
         following  remedies,  in  addition  to all other  rights  and  remedies
         provided by law or otherwise  provided in this Lease, to which Landlord
         may resort cumulatively or in the alternative:

                           24.2.1 Landlord may continue this Lease in full force
                  and effect,  and this Lease  shall  continue in full force and
                  effect as long as Landlord does not terminate this Lease,  and
                  Landlord shall have the right to collect Rent, Additional Rent
                  and other charges when due.

                           24.2.2  Landlord may terminate this Lease at any time
                  by either (i) giving written notice to that effect, or (ii) by
                  entering, without demand or notice, into and upon the Premises
                  (or any part  thereof in the name of the  whole),  forcibly if
                  necessary,  with the express purpose of repossessing  the same
                  as of its former  estate.  On the giving of the notice or upon
                  such entry (and without  prejudice to any remedies which might
                  otherwise  be available  for arrears of rent or other  charges
                  due  hereunder  or  preceding  breach of covenant  and without
                  prejudice  to Tenant's  liability  for damages as  hereinafter
                  stated), this Lease and all of Tenant's rights in the Premises
                  shall terminate. Upon such termination, Tenant shall surrender
                  and vacate the Premises in the  condition  required by Section
                  26, and  Landlord  may  re-enter  and take  possession  of the
                  Premises  and  eject  Tenant  or any of  Tenant's  subtenants,
                  assignees or other person or persons  claiming any right under
                  or through  Tenant or eject some and not others or eject none.
                  This Lease may also be terminated  by a judgment  specifically
                  providing for termination.  Any termination under this section
                  shall not release  Tenant from the payment of any sum then due
                  Landlord  or from any claim for  damages  or Rent,  Additional
                  Rent or other sum 

                  previously accrued or then accruing against Tenant.  Upon such
                  termination Tenant shall be liable immediately to Landlord for
                  all costs  Landlord  incurs in  reletting  the Premises or any
                  part  thereof,   including,   without   limitation,   broker's
                  commissions,  expenses of cleaning and constructing  leasehold
                  improvements  in the Premises  required by the  reletting  and
                  like costs.  Reletting  may be for a period  shorter or longer
                  than the remaining  term of this Lease.  Acts of  maintenance,
                  efforts to relet the Premises or the appointment of a receiver
                  on Landlord's  initiative to protect Landlord's interest under
                  this Lease  shall not  constitute  a  termination  of Tenant's
                  right to possession. On termination, Landlord has the right to
                  remove  all  Tenant's  personal  property  and  store  same at
                  Tenant's cost and to recover from Tenant as damages:

                                    (a) The worth at the time of award of unpaid
                           Rent,  Additional Rent and other sums due and payable
                           which  had been  earned  at the time of  termination;
                           plus

                                    (b) The  worth  at the  time of award of the
                           amount by which the unpaid Rent,  Additional Rent and
                           other  sums due and  payable  which  would  have been
                           payable  after  termination  until  the time of award
                           exceeds  the  amount of such  rent  loss that  Tenant
                           proves could have been reasonably avoided; plus

                                    (c) The  worth  at the  time of award of the
                           amount by which the unpaid Rent,  Additional Rent and
                           other  sums due and  payable  for the  balance or the
                           term  after the time of award  exceeds  the amount of
                           such rent loss that Tenant proves could be reasonably
                           avoided; plus

                                    (d) Any other amount  necessary  which is to
                           compensate Landlord for all the detriment proximately
                           caused  by  Tenant's   failure  to  perform  Tenant's
                           obligations  under  this  Lease,  or  which,  in  the
                           ordinary course of things,  would be likely to result
                           therefrom including, without limitation, any costs or
                           expenses  incurred  by  Landlord:   (i)  in  retaking
                           possession  of the  Premises;  (ii)  in  maintaining,
                           repairing,    preserving,    restoring,    replacing,
                           cleaning,  altering or rehabilitating the Premises or
                           any  portion   thereof,   including   such  acts  for
                           reletting  to a new  tenant  or  tenants;  (iii)  for
                           leasing  commissions;  or (iv)  for any  other  costs
                           necessary or appropriate to relet the Premises.

                           The  "worth  at the  time of  award"  of the  amounts
                  referred  to in  Sections  24.2.2(a)  and (b) is  computed  by
                  allowing  interest at the

                  maximum  interest  rate  allowed by law on the unpaid rent and
                  other sums due and payable from the  termination  date through
                  the date of  award.  The  "worth  at the time of award" of the
                  amount  referred  to  in  Section  24.2.2(c)  is  computed  by
                  discounting  such amount at the  discount  rate of the Federal
                  Reserve  Bank of Boston at the time of award plus one  percent
                  (1%). Tenant waives redemption or relief from forfeiture under
                  any present or future  law, in the event  Tenant is evicted or
                  Landlord  takes  possession  of the  Premises by reason of any
                  default of Tenant hereunder.

                           24.2.3 Tenant  further  covenants as  additional  and
                  cumulative  obligations  after  any  such  termination  to pay
                  punctually  to  Landlord  all the sums and to perform  all the
                  obligations which Tenant covenants in this Lease to pay and to
                  perform in the same  manner and to the same  extent and at the
                  same  time  as if  the  Lease  had  not  been  terminated.  In
                  calculating  the amount to be paid by Tenant  pursuant  to the
                  preceding  sentence  Tenant shall be credited  with any amount
                  paid to Landlord under Section  24.2.2,  and also with the net
                  proceeds of any rent  obtained by  Landlord by  reletting  the
                  Premises,  after  deducting  all  of  Landlord's  expenses  in
                  connection with such reletting.

       25. SUBORDINATION.  Landlord represents that the Building and Lot are not
currently  encumbered by a mortgage.  Unless  Landlord  exercises the option set
forth below in this Section 25, this Lease shall be superior to and shall not be
subordinate to any mortgage or other  voluntary lien on the Premises.  By notice
to Tenant, which notice may be recorded by Landlord with the Norfolk Registry of
Deeds and/or the Norfolk  Registry  District of the Land Court,  Landlord  shall
have  the  option  to  unilaterally  subordinate  this  Lease to the lien of any
mortgage,  deed of trust,  ground lease or underlying  lease now or hereafter in
force  against the  Premises,  and to all advances  made or hereafter to be made
upon the security  thereof;  provided that such  subordination by Landlord shall
not be effective  unless  Tenant  receives an agreement  from the holder of such
mortgage or deed of trust or the landlord of such lease or ground lease, in such
holder or landlord's  customary form, not to disturb Tenant's  possession of the
Premises  so long as Tenant is not in default  under this  Lease.  Tenant  shall
execute and return to Landlord any subordination documents requested by Landlord
or Landlord's  mortgagee or landlord within ten (10) business days of Landlord's
written  request,  it being  understood,  however,  that Tenant's  failure to so
execute  and return such  documents  shall not affect  Landlord's  ability to so
subordinate this Lease.

         In the event any  proceedings  are brought for  foreclosure,  or in the
event of the  exercise of the power of sale under any  mortgage or deed of trust
made by the Landlord covering the Premises, Tenant shall attorn to the purchaser
at any such

foreclosure,  or to the grantee of a deed in lieu of foreclosure,  and recognize
such purchaser or grantee as the Landlord under this Lease.

       26.  SURRENDER OF POSSESSION.  Upon expiration of the term of this Lease,
Tenant shall  promptly and  peacefully  surrender the Premises to Landlord in as
good  condition  as when  received  by Tenant  from  Landlord  or as  thereafter
improved,  reasonable  use and  wear and tear  excepted,  all to the  reasonable
satisfaction of Landlord. If the Premises are not surrendered in accordance with
the  terms of this  Lease,  Tenant  shall  indemnify  Landlord  and its  agents,
employees,   independent  contractors,   officers,   directors,   partners,  and
shareholders against any loss or liability including reasonable  attorneys' fees
and costs, and including liability to succeeding  tenants,  resulting from delay
by Tenant in so surrendering the Premises.  This  indemnification  shall survive
termination of this Lease.

       27.  NON-WAIVER.  Waiver by Landlord or Tenant of any breach of any term,
covenant or condition herein contained shall not be deemed to be a waiver of any
subsequent  breach of the same or any other term,  covenant or condition of this
Lease.

       28. HOLDOVER.  If Tenant shall,  without the written consent of Landlord,
hold over after the expiration of the term of this Lease,  such tenancy shall be
deemed a month-to-month  tenancy, which tenancy may be terminated as provided by
applicable state law. During such tenancy, Tenant agrees to (a) pay to Landlord,
each month, one hundred  seventy-five  percent (175%) of the Rent and Additional
Rent  payable  by Tenant for the last  month of the term of this  Lease,  (b) be
bound by all of the terms, covenants and conditions herein specified,  so far as
applicable and (c) be liable to Landlord for any damages incurred by Landlord as
a result of such holdover.

       29.        CONDEMNATION.

                  29.1  Substantial  Taking.  If twenty percent (20%) or more of
the  Premises  or of such  portions of the  Building as may be required  for the
reasonable use of the Premises, are taken by eminent domain or sale under threat
of condemnation by eminent domain, this Lease shall  automatically  terminate as
of the date title vests in the condemning  authority,  and all Rent,  Additional
Rent, and other payments shall be paid to that date.

                  29.2 Partial  Taking.  In case of a taking of less than twenty
         percent  (20%)  of the  Premises  that  does not  materially  adversely
         interfere  with Tenant's  operations,  or a portion of the Building not
         required  for the  reasonable  use of the  Premises,  this Lease  shall
         continue  in full force and  effect,  and the Rent  shall be  equitably
         reduced based on the proportion by which the floor area of the Premises
         is reduced, such reduction to be effective as of the date title to such
         portion vests in the condemning authority.

                  29.3  Awards  and  Damages.  Landlord  reserves  all rights to
         damages to the  Premises  for any  partial or entire  taking by eminent
         domain, and Tenant hereby assigns to Landlord any right Tenant may have
         to such  damages  or award,  and  Tenant  shall  make no claim  against
         Landlord or the condemning authority for damages for termination of the
         leasehold interest or interference with Tenant's business. Tenant shall
         have the  right to claim  and  recover  from the  condemning  authority
         compensation  for any loss which Tenant may incur for  Tenant's  moving
         expenses, business interruption or taking of Tenant's personal property
         (not including Tenant's leasehold interest) and Tenant's trade
         fixtures,  provided  that such  damages may be claimed only if they are
         awarded  separately in the eminent domain proceedings and not out of or
         as part of the damages recoverable by Landlord.

       30.  NOTICES.  All notices and demands which may be required or permitted
to be given to either party hereunder shall be in writing,  and shall be sent by
United States mail, postage prepaid to the addresses set out in Section 1.5, and
to such other person or place as each party may from time to time designate in a
notice to the other.  Notice  shall be deemed  given upon the  earlier of actual
receipt or  seventy-two  (72) hours  after  deposit in the United  States  mail,
postage prepaid.

       31. MORTGAGE  PROTECTION.  Tenant agrees to give any mortgagee(s)  and/or
trust deed holder(s), by registered mail, a copy of any notice of default served
upon the  Landlord,  provided that prior to such notice Tenant has been notified
in writing (by way of notice of assignment of rents and leases, or otherwise) of
the addresses of such mortgagee(s)  and/or trust deed holder(s).  Tenant further
agrees that if Landlord  shall have failed to cure such default  within the time
provided for in this Lease,  then the  mortgagee(s)  and/or trust deed holder(s)
shall have an  additional  thirty (30) days within which to cure such default or
if such default cannot be cured within that time,  then such  additional time as
may be necessary if within such thirty (30) days any mortgagee and/or trust deed
holder(s) has commenced  and is  diligently  pursuing the remedies  necessary to
cure such default  (including  but not limited to  commencement  of  foreclosure
proceedings,  if necessary to effect such cure), in which event this Lease shall
not be terminated while such remedies are being so diligently pursued.

       32.  COSTS AND  ATTORNEYS'  FEES.  If Tenant or Landlord  shall bring any
action for any relief against the other,  declaratory or otherwise,  arising out
of this  Lease,  including  any  suit by  Landlord  for the  recovery  of  Rent,
Additional Rent or other payments hereunder,  or possession of the Premises, the
losing party shall pay the prevailing party a reasonable sum for attorneys' fees
in such suit, at trial and on appeal,  and such  attorneys' fees shall be deemed
to have accrued on the commencement of such action.

       33. BROKERS.  Tenant  represents and warrants to Landlord that neither it
nor its  officers  or agents nor anyone  acting on its behalf has dealt with any
real estate  broker other than Fallon,  Hines & O'Connor,  Inc. and Peter Elliot
LLC in the  negotiating or making of this Lease,  and Tenant agrees to indemnify
and hold Landlord,  its agents (including National  Development Asset Management
of  New  England   Limited   Partnership),   employees,   partners,   directors,
shareholders and independent  contractors harmless from all liabilities,  costs,
demands,  judgments,  settlements,  claims,  and  losses,  including  reasonable
attorneys'  fees and costs,  incurred by Landlord in  conjunction  with any such
claim or claims  of any other  broker or  brokers  claiming  to have  interested
Tenant in the  Building or  Premises or claiming to have caused  Tenant to enter
into this Lease.

       34.  LANDLORD'S  LIABILITY.  Anything  in  this  Lease  to  the  contrary
notwithstanding,  covenants, undertakings and agreements herein made on the part
of  Landlord  are made and  intended  not for the  purpose of  binding  Landlord
personally  or the assets of Landlord but are made and intended to bind only the
Landlord's interest in the Premises and Building,  as the same may, from time to
time, be encumbered and no personal  liability  shall at any time be asserted or
enforceable against Landlord or its stockholders,  officers or partners or their
respective heirs,  legal  representatives,  successors and assigns on account of
the Lease or on account of any covenant, undertaking or agreement of Landlord in
this Lease contained.

       35. ESTOPPEL CERTIFICATES. Tenant shall, from time to time, within twenty
(20) days of Landlord's  written  request,  execute,  acknowledge and deliver to
Landlord or its designee a written  statement  stating:  the date this Lease was
executed and the date it expires;  the date Tenant entered into occupancy of the
Premises;  the amount of Rent,  Additional  Rent and other charges due hereunder
and the date to which such  amounts  have been paid;  that this Lease is in full
force and effect and has not been assigned, modified, supplemented or amended in
any way (or  specifying  the date and terms of any  agreement so affecting  this
Lease);  that this Lease represents the entire agreement  between the parties as
to this  leasing;  that all  conditions  under  this  Lease to be  performed  by
Landlord have been satisfied (or specifying  any such  conditions  that have not
been  satisfied);  that all  required  contributions  by  Landlord  to Tenant on
account of Tenant's  improvements  have been  received (or  specifying  any such
contributions  that  have not been  received);  that on this  date  there are no
existing  defenses or offsets which Tenant has against the  enforcement  of this
Lease by  Landlord;  that no Rent  has  been  paid  more  than one (1)  month in
advance;  that no security  has been  deposited  with  Landlord  (or, if so, the
amount thereof); or any other matters evidencing the status of the Lease, as may
be required either by a lender making a loan to Landlord to be secured by a deed
of trust or mortgage against the Building, or a purchaser of the Building. It is
intended that any such  statement  delivered  pursuant to this  paragraph may be
relied upon by a prospective  purchaser of Landlord's interest or a mortgagee of
Landlord's  interest or assignee of any mortgage

upon  Landlord's  interest in the  Building.  If Tenant fails to respond  within
twenty (20) days of receipt by Tenant of a written request by Landlord as herein
provided,  Tenant  shall be  deemed  to have  given  such  certificate  as above
provided without  modification and shall be deemed to have admitted the accuracy
of any information supplied by Landlord to a prospective purchaser or mortgagee.

       36.  FINANCIAL  STATEMENTS.  Within  twenty  (20) days  after  Landlord's
request,  which request may be made from time to time throughout the Lease Term,
Tenant  shall  deliver to Landlord the then most  current  annual and  quarterly
financial statements of PLC Systems, Inc., the Guarantor of Tenant's obligations
under this Lease, that PLC Systems, Inc. is required to file with the Securities
and Exchange Commission.

       37. TRANSFER OF LANDLORD'S  INTEREST.  In the event of any transfer(s) of
Landlord's  interest in the Premises or the Building,  other than a transfer for
security  purposes only, the transferor shall be  automatically  relieved of any
and all obligations  and  liabilities on the part of Landlord  accruing from and
after the date of such transfer, and Tenant agrees to attorn to the transferee.

       38. RIGHT TO PERFORM. If Tenant shall fail to pay any sum of money, other
than Rent and Additional Rent, required to be paid by it hereunder or shall fail
to perform any other act on its part to be performed hereunder, and such failure
shall  continue  for ten (10)  business  days,  Landlord  may,  but shall not be
obligated so to do, and without waiving or releasing Tenant from any obligations
of Tenant,  make any such payment or perform any such other act on Tenant's part
to be made or  performed  as  provided in this  Lease.  Landlord  shall have (in
addition to any other right or remedy of Landlord)  the same rights and remedies
in the event of the  nonpayment of sums due under this Section as in the case of
default by Tenant in the  payment  of Rent.  All sums paid by  Landlord  and all
penalties,  interest and costs in connection therewith, shall be due and payable
by Tenant on the next day after such payment by Landlord, together with interest
thereon at the maximum  rate of interest  permitted by law from such date to the
date of  payment  thereof,  by Tenant to  Landlord,  plus  collection  costs and
attorneys' fees.

       39.  INTENTIONALLY OMITTED

       40.  SALES AND  AUCTIONS.  Tenant  may not  display  or sell  merchandise
outside the  exterior  walls and  doorways of the  Premises and may not use such
areas for  storage,  except  that,  subject to Tenant  obtaining  any  municipal
approvals  that may be  required  for the same,  Tenant  shall be  permitted  to
utilize  storage  trailers at the rear of the Premises at the loading docks that
exclusively  serve the  Premises.  Tenant  further  agrees  not to  install  any
exterior lighting, amplifiers or similar devices or use in or about the Premises
an advertising  medium which may be heard or seen outside the 

Premises, such as flashing lights,  searchlights,  loudspeakers,  phonographs or
radio broadcasts. Tenant shall not conduct or permit to be conducted any sale by
auction  in,  upon or from the  Premises  whether  said  auction  be  voluntary,
involuntary, pursuant to any assignment for the payment of creditors or pursuant
to any bankruptcy or other insolvency proceeding.

       41. NO ACCESS TO ROOF.  Tenant  shall have no right of access to the roof
of the Premises or the  Building  and shall not  install,  repair or replace any
aerial, fan, air conditioner or other device on the roof of the Building without
the prior written  consent of Landlord,  which consent shall not be unreasonably
withheld or delayed.  Any aerial,  fan, air conditioner or device installed with
such written  consent shall be maintained by Tenant in good  condition and shall
be subject to removal by Landlord,  at Tenant's expense,  without notice, at any
time. Tenant shall also be responsible for reimbursing  Landlord for any repairs
and  restoration  to the roof or Building  resulting  from the  installation  or
removal of such items on the roof.

       42.  SECURITY.  Tenant  hereby agrees to the exercise by Landlord and its
agents and employees,  within their  reasonable  discretion and to the extent in
accordance  with law,  of such  security  measures  as, but not  limited to, the
search of all persons  entering or leaving the Building,  the  evacuation of the
Building for cause,  suspected  cause or for drill  purposes,  the denial of any
access  to the  Building  and  other  similarly  related  actions  that it deems
necessary  to  prevent  any  threat of  property  damage or bodily  injury.  The
exercise of such  security  measures by Landlord,  its  beneficiaries  and their
agents and employees, and the resulting interruption of service and cessation of
Tenant's  business,  if any,  shall not be deemed an eviction or  disturbance of
Tenant's use and  possession  of the Premises,  or any part  thereof,  or render
Landlord, its beneficiaries and their agents and employees, liable to Tenant for
any resulting  damages or relieve  Tenant from Tenant's  obligations  under this
Lease.

       43. AUTHORITY OF TENANT. If Tenant is a corporation or partnership,  each
individual  executing  this Lease on behalf of said  corporation  or partnership
represents  and warrants that he is duly  authorized to execute and deliver this
Lease on behalf  of said  corporation  or  partnership,  and that this  Lease is
binding upon said corporation or partnership.

       44.  NO ACCORD OR  SATISFACTION.  No  payment  by  Tenant or  receipt  by
Landlord of a lesser  amount than the monthly rent and other sums due  hereunder
shall be deemed to be other than on account of the  earliest  rent or other sums
due, nor shall any  endorsement  or statement on any check or  accompanying  any
check or payment be deemed an accord and  satisfaction;  and Landlord may accept
such check or payment  without  prejudice  to  Landlord's  right to recover  the
balance of such rent or other sum or pursue any other  remedy  provided  in this
Lease.

       45.  MODIFICATIONS FOR LENDER. If in connection with obtaining  financing
for the  Building  or any  portion  thereof,  Landlord's  lender  shall  request
reasonable modifications to this Lease as a condition to such financing,  Tenant
shall  not  unreasonably   withhold,   delay,  or  defer  its  consent  to  such
modification  provided such  modifications  do not materially  adversely  affect
Tenant's rights hereunder.

       46. PARKING. Tenant shall have the right to use Tenant's Percentage Share
of the parking  spaces in common with other  tenants of the  Building  upon such
terms and conditions,  including, the imposition of a reasonable parking charge,
if the same is  established  by  Landlord  at any time  during  the term of this
Lease.  Tenant agrees not to  overburden  the parking  facilities  and agrees to
cooperate  with  Landlord  and other  tenants in use of the parking  facilities.
Landlord reserves the right in its
absolute  discretion to determine  whether the parking  facilities  are becoming
overburdened  and to allocate and assign  parking  spaces among Tenant and other
tenants,  and to reconfigure the parking area and modify the existing ingress to
and egress from the parking area as Landlord shall deem  appropriate;  provided,
however, that Landlord shall not reduce (other than due to temporary conditions)
the number of spaces  currently on the Lot below the number  required  under the
Zoning By-law of the Town of Franklin.

       47.  EXTERIOR  SIGNS.  Tenant shall place no signs in the common areas or
upon the outside  walls or roof of the  Building or  elsewhere  on the  Premises
except with the prior  written  consent of the  Landlord.  Subject to Landlord's
approval of the actual style and dimensions of the same and to the compliance of
such sign with the Zoning By-law of the Town of Franklin,  Tenant shall have the
right to install, at Tenant's sole cost and expense, one "in ground" sign in the
front of the Building at a location to be  designated  by Landlord.  Any and all
signs  placed on or about the  Premises or the Lot by Tenant  shall  comply with
Landlord's rules and regulations governing such signs, and all governmental laws
and  Tenant  shall  be   responsible  to  Landlord  for  any  damage  caused  by
installation,  use, or maintenance of such signs. Tenant shall remove any of its
signs upon the  termination  of this  Lease and repair any damage  caused by the
sign  installation or removal and, if Tenant fails to do so, Landlord shall have
the  right to  remove  the signs and make  such  repairs  at  Tenant's  expense.
Landlord  shall also list  Tenant's  name on the marquee sign at the entrance to
the Lot in a style similar to other tenants of the Building.

       48. FORGE PARK COVENANTS AND RESTRICTIONS;  RULES AND REGULATIONS. Tenant
agrees to comply with the Forge Park  Covenants  and  Restrictions  set forth in
Exhibit C.

         Tenant agrees to comply with such  reasonable  rules and regulations as
Landlord may adopt from time to time for the orderly and proper operation of the
Building  and parking and other common  areas.  Such rules may include but shall
not be limited to

the following: (1) the restricting of employee parking to a limited,  designated
area or areas;  and (2)  regulation  of the  removal,  storage  and  disposal of
Tenant's  refuse and other  rubbish at the sole cost and expense of Tenant.  The
rules and  regulations  shall be binding upon Tenant upon  delivery of a copy of
them  to  Tenant.   Landlord   shall  not  be  responsible  to  Tenant  for  the
nonperformance  of any of said  rules and  regulations  by any other  tenants or
occupants of the Building.

       49.        GENERAL PROVISIONS.

                  49.1  Acceptance.  This Lease shall only become  effective and
         binding upon full execution hereof by Landlord and delivery of a signed
         copy to Tenant.

                  49.2 Joint Obligation.  If there be more than one Tenant,  the
         obligations hereunder imposed shall be joint and several.

                  49.3 Marginal Headings,  Etc. The marginal headings,  Table of
         Contents,  lease summary sheet and titles to the articles of this Lease
         are  not a part  of the  Lease  and  shall  have  no  effect  upon  the
         construction or interpretation of any part hereof.

                  49.4  Choice  of Law.  This  Lease  shall be  governed  by and
         construed  in  accordance  with  the laws of the  state  in  which  the
         Premises are located.

                  49.5  Successors  and Assigns.  The covenants  and  conditions
         herein contained,  subject to the provisions as to assignment, inure to
         and bind the heirs, successors,  executors,  administrators and assigns
         of the parties hereto.

                  49.6  Recordation.  Neither  Landlord  nor Tenant shall record
         this Lease, but a short-form  memorandum  hereof may be recorded at the
         request of Landlord.

                  49.7 Quiet Possession.  Upon Tenant's paying the rent reserved
         hereunder and observing and performing all of the covenants, conditions
         and provisions on Tenant's part to be observed and performed hereunder,
         Tenant shall have quiet  possession of the Premises for the entire term
         hereof, subject to all the provisions of this Lease.

                  49.8 Inability to Perform.  This Lease and the  obligations of
         the Tenant  hereunder  shall not be affected  or  impaired  because the
         Landlord is unable to fulfill any of its  obligations  hereunder  or is
         delayed in doing so, if such  inability or delay is caused by reason of
         strike,  labor  troubles,  acts of God, or any other  cause  beyond the
         reasonable control of the Landlord.

                  49.9  Partial  Invalidity.  Any  provision of this Lease which
         shall prove to be  invalid,  void,  or illegal  shall in no way affect,
         impair  or  invalidate  any  other  provision  hereof  and  such  other
         provision(s) shall remain in full force and effect.

                  49.10  Cumulative  Remedies.  No remedy or election  hereunder
         shall be deemed exclusive but shall,  whenever possible,  be cumulative
         with all other remedies at law or in equity.

                  49.11  Entire  Agreement.   This  Lease  contains  the  entire
         agreement   of  the  parties   hereto  and   supersedes   any  previous
         representations,   inducements,   promises  or   agreements,   oral  or
         otherwise,  between the parties.  Any  amendment to this Lease shall be
         effective  only if  evidenced by a written  instrument  executed by the
         parties.

                  49.12 Exhibits.  All exhibits and addenda  attached hereto are
         incorporated herein by this reference.

       50.  TENANT'S RIGHT OF SECOND OFFER TO LEASE SPACE IN BUILDING.  Provided
that Tenant is not in default beyond the  expiration of applicable  cure periods
under this Lease at the time that "Landlord's  Notice" (defined herein) is given
and  provided  that the  original  Tenant  hereunder is then in occupancy of the
entire Premises,  in the event that after July 1, 1996 Landlord desires to lease
space in the building to third parties,  Landlord shall, prior to marketing such
space and after the expiration of the rights of Extraction Systems,  Inc. and/or
CARR  Separations,  Inc., (or their assignees) to lease such space,  give Tenant
notice ("Landlord's Notice") of the availability of such space and the terms and
conditions on which Landlord is willing to lease such space; it being understood
an agreed that Tenant's  rights to lease such space shall be  subordinate to the
rights of  Extraction  Systems,  Inc. and CARR  Separations,  Inc. to lease such
space.  If (a) Tenant shall not give Landlord notice of Tenant's desire to lease
such space  within five (5)  business  days after  Landlord's  Notice or (b) the
parties  shall not execute and deliver an  amendment  to this Lease  adding such
space to the  Premises in a mutually  acceptable  form  within  thirty (30) days
after Tenant gives such  notice,  Landlord  shall be free to lease such space to
any other party at any time and from time-to-time thereafter.

         IN WITNESS  WHEREOF,  the parties  herein have hereunto set their hands
and seals the day and year first above written.

                                                   LANDLORD:

Attest:                                            AETNA LIFE INSURANCE COMPANY

                                                   By
- ------------------------                             --------------------------
                                                     Its
                                                        -----------------------

                                                   TENANT:

Attest:                                            PLC MEDICAL SYSTEMS, INC.

                                                   By
- --------------------------                           --------------------------
                                                     Its
                                                        -----------------------

                                    EXHIBIT A

                              PLAN OF THE PREMISES

                                (to be attached)

                                    EXHIBIT B

                          LEGAL DESCRIPTION OF THE LOT

                                (to be attached)

                                    EXHIBIT C

                  Attach Forge Park Covenants and Restrictions

                                                     EXHIBIT D

                                   [Attach List of Tenant's Hazardous Materials] 

Basic Info X:

Name: LEASE
Type: Lease
Date: Aug. 14, 1996
Company: VIVEVE MEDICAL, INC.
State: B0

Other info:

Date:

  • June , 1996
  • August 31 , 2001
  • September 1 , 1996
  • June 14 , 1996
  • June 21 , 1996
  • January 1
  • March 1
  • thirty 30
  • July 1 , 1996

Organization:

  • Aetna Life Insurance Company 2
  • National Development of New England 199 Wells Avenue Newton Centre
  • Initial Lease Term
  • National Development Asset Management of New England Limited Partnership 2300 Washington Avenue Newton
  • Lease Commencement Date PLC Medical Systems , Inc.
  • Greater Boston Real Estate Board
  • Delivery of Possession
  • Tenant Improvement Plans
  • Cranshaw Construction of New England Limited Partnership
  • Aggregate Construction Cost
  • Tenant Initial Improvements Tenant
  • Landlord conveys Landlord
  • Massachusetts Department of Environmental Protection
  • U.S. Environmental Protection Agency
  • Consumer Product Safety Commission
  • Food and Drug Administration
  • Tenant for Tenant
  • 9.3 Heat Producing Equipment
  • Tenant 's Initial Improvements
  • Landlord Tenant's Percentage Share
  • the Lease Commencement Date
  • Lease Commencement Date of this Lease
  • 14.5 Uninsured Damage
  • Federal Reserve Bank of Boston
  • Norfolk Registry of Deeds
  • Norfolk Registry District of the Land Court
  • Fallon , Hines & O'Connor , Inc.
  • Guarantor of Tenant
  • PLC Systems , Inc.
  • Securities and Exchange Commission
  • Tenant 's Percentage Share
  • Town of Franklin
  • Table of Contents
  • Extraction Systems , Inc.
  • CARR Separations , Inc.

Location:

  • Hartford
  • Connecticut
  • Milford
  • Massachusetts
  • United Sates
  • United States
  • Landlord
  • Franklin
  • Etc

Money:

  • $ 296,400
  • $ 6.25
  • $ 6.85
  • $ 316,400
  • $ 27,787.50
  • $ 49,400.00
  • Five Million
  • $ 5,000,000.00
  • $ 2,000,000
  • $ 50,000.00
  • $ 2,500.00
  • $ 1,000.00
  • $ 500.00

Person:

  • Donald B. Morrisey
  • William Franks
  • Franklin
  • Peter Elliot LLC

Percent:

  • 37.55 %
  • ninety-five percent
  • 95 %
  • ten percent 10 %
  • 90 %
  • twenty-five percent
  • 25 %
  • fifty percent
  • 50 %
  • one percent
  • 1 %
  • seventy-five percent 175 %
  • twenty percent 20 %