ONE BOSTON PLACE

                              BOSTON, MASSACHUSETTS

                        LEASE Dated as of March 27, 2000



                                    ARTICLE I

                                 Reference Data

     1.1.   Subjects Referred To

     Each reference in this Lease to any of the following subjects shall be
construed to incorporate the data stated for that subject in this Article:

LANDLORD:

     The Equitable Life Assurance Society of the United States, a New York
corporation.

LANDLORD'S ORIGINAL ADDRESS:

     One Boston Place, Boston, MA 02108

TENANT:

     Internet Capital Group, Inc., a Delaware corporation

TENANT' S ORIGINAL ADDRESS:

     435 Devon Park Drive, Wayne, PA 19087

TENANT'S SPACE:

     Floor 23, as shown on the plan attached hereto as Exhibit C.

RENTABLE FLOOR AREA OF TENANT'S SPACE:

     Approximately 19,596 square feet

TOTAL RENTABLE FLOOR AREA OF THE BUILDING:  779,213 square feet
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LEASE TERM:

         The period commencing on the earlier of April 15, 2000 or the date
Tenant shall first occupy all or any portion of the Premises for the conduct of
business (the "Term Commencement Date") and expiring on April 30, 2005.

ANNUAL FIXED RENT:

         $1,038,588 per annum

TAX BASE AMOUNT:

         An amount equal to Landlord's Tax Expenses Allocable to the Premises
         (as defined in Section 2.6 of the Lease) for the tax fiscal year ending
         June 30, 2001.

OPERATING EXPENSE BASE AMOUNT:

         An amount equal to Landlord's Operating Expenses Allocable to the
         Premises (as defined in Section 2.7 of the Lease) for calendar year
         2000.

ELECTRICAL ENERGY CHARGE:

         $19,596 per annum

PERMITTED USES:

         Office purposes, including the operation of office machines and
         equipment accessory to office purposes and other purposes ancillary
         thereto.

LANDLORD'S CONSTRUCTION REPRESENTATIVE:

         Vincent Cerbone

TENANT'S CONSTRUCTION REPRESENTATIVE:

SECURITY DEPOSIT: $260,000

         1.2.   Exhibits

         These are incorporated as a part of this Lease:

         Exhibit A -  Description of Lot

         Exhibit B -  Landlord's Services

         Exhibit C -  Floor Plan

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         Exhibit D -  Rules and Regulations

         1.3.   Tables of Articles and Sections

I.          REFERENCE DATA

            1.1       Subjects Referred To                                    1
            1.2       Exhibits                                                2
            1.3       Tables of Articles and Sections                         2

II.         PREMISES, TERM AND RENT

            2.1       The Premises                                            4
            2.2       Rights to Use Common Facilities                         5
            2.3       Landlord's Reservations                                 5
            2.4       Habendum                                                5
            2.5       Monthly Fixed Rent Payment                              5
            2.6       Adjustment for Increase or Decrease
                      In Taxes                                                5
            2.7       Adjustment for Increase or Decrease in
                      Operating Expense Per                                   7
            2.8       Definition of Lot                                      10
            2.9       Due Date of Additional Rent Payment                    10
            2.10      Electrical Energy Charge                               10

 III.       CONDITION OF PREMISES; CONSTRUCTION

            3.1       Premises Leased "As Is"                                10
            3.2       Alterations and Additions                              11
            3.3       General Provisions Applicable to Construction          12
            3.4       Construction Representatives                           12

 IV.        LANDLORD'S COVENANTS; INTERRUPTIONS AND DELAYS

            4.1       Landlord's Covenants                                   13
                      4.1.1       Services Furnished by Landlord             13
                      4.1.2       Additional Services Available
                                  To Tenant                                  13
                      4.1.3       Roof, Exterior Wall, Floor Slab
                                  and Common Facility Repairs                13
                      4.1.4       Quiet Enjoyment Premises                   13
                      4.1.5                                                  13
            4.2       Interruptions and Delays in Services and Repairs, etc. 13

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V.      TENANT'S COVENANTS

        5.1       Payments                                                   14
        5.2       Repair and Yield Up                                        14
        5.3       Use                                                        15
        5.4       Obstructions; Items Visible from Exterior; Rules
                  and Regulations                                            15
        5.5       Safety Appliances; Licenses                                15
        5.6       Assignment; Sublease                                       15
        5.7       Indemnity                                                  18
        5.8       Right of Entry; Relocation of Tenant                       18
        5.9       Floor Load, Prevention of Vibration
                  and Noise                                                  18
        5.10      Personal Property Taxes                                    19
        5.11      Payment of Litigation Expenses                             19
        5.12      Insurance                                                  19

VI.     CASUALTY AND TAKING

        6.1       Termination or Restoration; Rent Adjustment                20
        6.2       Eminent Domain Damages Reserved                            21
        6.3       Temporary Taking                                           21

VII.    DEFAULT

        7.1       Events of Default                                          21
        7.2       Damages                                                    22

VIII.   MISCELLANEOUS

        8.1       Computation of Rentable Floor Areas                        23
        8.2       Notice of Lease; Consent or Approval; Notices; Bind and
                  Inure; Landlord's Estate                                   23
        8.3       Surrender, Modification, Termination or Cancellation       24
        8.4       Landlord's Failure to Enforce                              24
        8.5       Acceptance of Partial Payments of Rent                     25
        8.6       Cumulative Remedies                                        25
        8.7       Partial Invalidity                                         25
        8.8       License for Support                                        25
        8.9       Self-Help                                                  25
        8.10      Tenant's Estoppel Certificate                              26
        8.11      Waiver of Subrogation                                      26
        8.12      Sole Risk and Hazard                                       27
        8.13      Bursting of Pipes, etc.                                    27


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        8.14      Hold-over                                                  27
        8.15      Lease Supersedes All Other Agreements                      28
        8.16      Broker                                                     28
        8.17      Parking                                                    28

IX.     RIGHTS OF MORTGAGEE

        9.1       Lease Subordinate                                          28
        9.2       Advance Payments of Rent                                   29
        9.3       Rights of Holder of Mortgage to Notice of Defaults
                  by Landlord and to Cure Same                               29
        9.4       Implementation of Article IX                               29
        9.5       Security Deposit                                           29

X.      EXAMINATION OF LEASE                                                 30

                                   ARTICLE II

                             Premises, Term and Rent

     2.1. Landlord hereby leases to Tenant and Tenant hereby hires from Landlord
Tenant's Space in the building erected on the premises described in Exhibit A by
Landlord (hereinafter referred to as "the Building"), excluding exterior faces
of exterior walls, the common stairways, stairwells, elevator and elevator
wells, pipes, ducts, conduits, wires and appurtenant fixtures serving
exclusively or in common other parts of the Building, and if Tenant's Space
includes less than the entire rentable area of any floor, excluding the central
core area of such floor. Tenant's Space with such exclusions is hereinafter
referred to as "the Premises".

     2.2. Tenant shall have, as appurtenant to the Premises, rights to use in
common, subject to reasonable rules of general applicability to tenants of the
Building from time to time made by Landlord of which Tenant is given notice: (a)
the common lobbies, hallways, stairways, elevators and loading platform of the
Building, and the pipes, ducts, conduits, wires and appurtenant meters and
equipment serving the Premises in common with others, (b) common walkways and
driveways necessary for access to the Building, and (c) if the Premises include
less than the entire rentable area of any floor, the common toilets and other
common facilities in the central core area of such floor.

     2.3. Landlord reserves the right from time to time, without unreasonable
interference with Tenant's use: (a) to install, use, maintain, repair, replace
and relocate for service to the Premises and other parts of the Building, or
either, pipes, ducts, conduits, wires and appurtenant fixtures, wherever located
in the Premises or Building, and (b) to alter or relocate any other common
facility, provided that substitutions are substantially equivalent or better.
Installations, replacements and relocations referred to in clause (a) above
shall be located so far as practicable

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in the central core area, above ceiling surfaces, below floor surfaces or within
perimeter walls of the Premises.

     2.4. Tenant shall have and hold the Premises for a period commencing on the
Term Commencement Date and continuing for the Lease Term unless sooner
terminated as provided in Section 6.1 or Article VII. Tenant shall access to the
Premises commencing on the date hereof.

     2.5. Tenant shall pay, without any offset or deduction whatever except as
made in accordance with the provisions of this Lease, monthly installments of
fixed rent in advance of one-twelfth (1/12th) of the Annual Fixed Rent
(sometimes hereinafter referred to as "fixed rent") for each full calendar month
of the Lease Term and of the corresponding fraction of said one-twelfth for any
fraction of a calendar month at the beginning or end of the Lease Term.

     2.6. If with respect to any Tax Year (hereinafter defined) falling within
the Term or fraction of a Tax Year falling within the term at the beginning or
end thereof, Landlord's Tax Expenses Allocable to the Premises (hereinafter
defined) for a full Tax Year exceed the Tax Base Amount, or for any such
fraction of a Tax Year exceed the corresponding fraction of the Tax Base Amount,
then, on or before the thirtieth day following the receipt by Tenant of the
certified statement referred to below in this Section 2.6, Tenant shall pay to
Landlord, as additional rent, the amount of such excess less the monthly
estimated payments paid pursuant to the last paragraph of this Section 2.6.

     Terms used herein are defined as follows:

          (i)   "Tax Year" means the twelve-month period beginning July 1 each
          year during the term, or if the appropriate governmental tax fiscal
          period shall begin on any other date than July 1, such other date.

          (ii)   "Landlord's Tax Expenses for the Building and Lot" with respect
          to any Tax Year means the aggregate real estate taxes on the Building
          or Lot with respect to that Tax Year, reduced by any abatement
          receipts with respect to that Tax Year.

          (iii)  "Landlord's Tax Expenses Allocable to the Premises" means the
          same proportion of Landlord's Tax Expenses for the Building and Lot as
          the area of the Premises bears to the Total Rentable Floor Area of the
          Building.

     As used in this Lease the term "real estate taxes" shall mean all taxes and
special assessments of every kind and nature assessed by any governmental
authority on the Lot or the Building which the Landlord shall become obligated
to pay because of or in connection with the ownership, leasing and operation of
the Lot and Building and reasonable expenses of any proceedings for abatement of
taxes.

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         The amount of special taxes or special assessments to be included shall
be limited to the amount of the installment (plus any interest, other than
penalty interest, payable thereon) of such special tax or special assessment
required to be paid during the year in respect of which such taxes are being
determined.

         There shall be excluded from all such taxes all income, estate,
succession, inheritance and transfer taxes; provided, however, that if at any
time during the Lease Term the present system of ad valorem taxation of real
property shall be changed so that in lieu of the whole or any part of the ad
valorem tax on real property, there shall be assessed on Landlord a capital levy
or tax on the gross rents received with respect to the Lot or Building or both,
or a federal, state, county, municipal, or other local income, franchise, excise
or similar tax, assessment, levy or charge (distinct from any now in effect in
the jurisdiction in which the Building and Lot are located) measured by or
based, in whole or in part, upon any such gross rents, then any and all of such
taxes, assessments, levies or charges, to the extent so measured or based, shall
be deemed to be included within the term "real estate taxes" but only to the
extent that the same would be payable if the Lot and Building were the only
property of Landlord.

         Landlord shall, upon receipt of the applicable tax bills, render to
Tenant a statement certified by Landlord setting forth the amount of Tenant's
additional rent in the event Landlord's Tax Expenses Allocable to the Premises
exceed the Tax Base Amount. To the extent that Tax Expenses shall be payable to
the taxing authority in installments with respect to periods less than a Tax
Year, the foregoing statement shall be rendered and payments made on account of
such installments and computations shall be based upon appropriate prorations of
Landlord's Tax Expenses for the Building and Lot and the Tax Base Amount.

         Notwithstanding the foregoing and with respect to any Tax Year or
fraction of a Tax Year falling within the Lease Term, Tenant shall pay to
Landlord, as additional rent, on each payment date for Annual Fixed Rent, an
amount in respect of real estate taxes determined by subtracting 1/12th of the
Tax Base Amount for such Tax Year or fraction of a Tax Year from 1/12th of
Landlord's estimate, based on the most current tax bills, of Landlord's Tax
Expenses Allocable to the Premises for such Tax Year or fraction of a Tax Year,
with an appropriate adjustment within thirty (30) days after delivery of
Landlord's statement referred to in this Section 2.6.

         2.7.   If with respect to any calendar year falling within the Lease
Term or fraction of a calendar year falling within the Lease Term at the
beginning or end thereof, Landlord's Operating Expenses Allocable to the
Premises for a full calendar year exceed the Operating Expense Base Amount or
for any such fraction of a calendar year exceed the corresponding fraction of
the Operating Expense Base Amount, then, on or before the thirtieth day
following receipt by Tenant of the certified statement referred to below in this
Section 2.7, Tenant shall pay to Landlord as additional rent the amount of such
excess less the monthly estimated payments paid by Tenant pursuant to the last
paragraph of this Section 2.7. Landlord shall, after each calendar year, render
Tenant a statement of Landlord's Operating Expenses for the Building and Lot,
and of the amounts thereof allocable to the Premises and the amount payable to
Landlord

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<PAGE>

under this Section 2.7, prepared in reasonable detail and according to usual
accrual basis accounting practices and certified by Landlord.

         Operating Expenses include, without limitation, premiums for insurance
of the kind normally carried by owners of similar properties or as may be
required by the holder of any first mortgage on the Lot or Building or both
(including insurance against loss of fixed rent and additional rent in case of
fire or other casualty); compensation and all fringe benefits, workmen's
compensation and payroll taxes paid by Landlord to, for or with respect to all
persons engaged in the operating, maintaining or cleaning of the Building or Lot
(excluding persons above the grade of building general manager); steam, water,
sewer, gas and telephone charges not chargeable to tenants; electricity
including, without limitation, electricity furnished to the Premises and other
tenants' premises but excluding electricity separately metered to tenants; cost
of building and cleaning supplies and equipment; cost of maintenance and repairs
(other than repairs not properly chargeable against income or for which Landlord
receives reimbursements from contractors under guarantees); costs relating to
the garage adjacent to the Building (but not including the rent payable under
Landlord's lease of parking spaces therein); cost of snow removal and care of
landscaping; payments under service contracts with independent contractors or
with a subsidiary or affiliate of the Landlord provided that the contract with
such subsidiary or affiliate for the performance of such services shall contain
terms comparable to similar contracts and transactions involving unaffiliated
parties for the performance of such services in comparable buildings within the
City of Boston; reasonable and competitive building management fees; and all
other expenses in connection with the operation of the Building and Lot and
properly chargeable against income, provided, however, there shall be included
depreciation for capital expenditures made by Landlord to reduce operating
expenses if Landlord shall have reasonably determined that the annual reduction
in operating expenses shall exceed depreciation therefor, such depreciation to
be determined by dividing the original cost of such capital expenditure by the
number of years of useful life of the capital item acquired and such useful life
to be reasonably determined by Landlord in accordance with generally accepted
accounting principles and practices in effect at the time of acquisition of the
capital item; and provided, further, that if Landlord shall make any capital
improvement in compliance with the requirements of any federal, state, or local
law or governmental regulation which becomes applicable after the date hereof,
then the reasonable annual amortization of the cost of such improvement, with
interest at the base rate of The First National Bank of Boston in effect at the
time of completion of such improvement, shall be deemed an Operating Expense in
each of the calendar years during which such amortization occurs; excluding,
however, the items covered by the statement referred to in Section 2.6, and
costs of optional additional services rendered pursuant to Section 4.1.2 and of
any services special to other tenants or occupants.

         Expenses for periods partly within and partly without the accounting
periods shall be apportioned on a consistent basis.

         Notwithstanding anything in this Lease to the contrary, Operating
Expenses shall not include the following:

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                    (a)    amounts reimbursable from insurance proceeds, under
                    warranty or by Tenant, any other tenant in the Building or
                    any other third party;

                    (b)    repairs or replacements of a capital nature other
                    than those expressly included above; and

                    (c)    reserves for anticipated future expenses.

         Provided Tenant shall have paid the applicable Operating Expense
billing and provided that Tenant shall exercise its right under this sentence
within six months after delivery of the applicable annual statement, Tenant
shall be entitled to inspect Landlord's books and records relating to Operating
Expenses during normal business hours on reasonable prior notice. If it shall be
determined that Tenant has overpaid Operating Expenses, Landlord shall promptly
refund such overpayment.

         Because electricity furnished to the Premises and to other tenants'
premises (exclusive of electricity separately metered to tenants) is included in
Operating Expenses for the purpose of determining both the Operating Expense
Base Amount and the Operating Expenses for each year, in computing amounts
payable by Tenant under this Section 2.7 on account of increases in Operating
Expenses no adjustment shall be made to reflect the fact that Tenant is
obligated to pay the Electrical Energy Charge or that other tenants may be
obligated to pay similar electrical energy charges.

         In determining the amount of Landlord's Operating Expenses for the
Building and Lot if less than 95% of the Building shall have been occupied by
tenants and fully used by them, at any time during the year, Landlord's
Operating Expenses for the Building and Lot shall be increased to an amount
equal to the like operating expenses which would normally be expected to be
incurred had the occupancy been 95% and had such full utilization been made
during the entire period.

         Landlord's Operating Expenses Allocable to the Premises mean the same
proportion of Landlord's Operating Expenses for the Building and Lot described
above as the area of the Premises bears to the Total Rentable Floor Area of the
Building. In case of services which are not rendered to all areas on a
comparable basis, the proportion allocable to the Premises shall be the same
proportion which the floor area of the Premises to which the service is rendered
bears to the total floor area to which the service is rendered.

         Notwithstanding the foregoing and with respect to any calendar year or
fraction of a calendar year falling within the Lease Term, Tenant shall pay to
Landlord, as additional rent, on each payment date for Annual Fixed Rent, an
amount in respect of Operating Expenses determined by subtracting 1/12th of the
Operating Expense Base Amount for such calendar year or fraction thereof from
1/12th of Landlord's estimate of Landlord's Operating Expenses Allocable to the
Premises for such calendar year or fraction thereof, with an appropriate

                                      -9-
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adjustment within thirty (30) days after delivery of Landlord's statement
referred to in this Section 2.7.

     2.8.   "Lot" means the land described in Exhibit A, plus any addition
thereto resulting from the change of any abutting street line. Landlord shall
have the right from time to time to change the periods of accounting under
Sections 2.6 and 2.7 above, or either of them, to any other annual period than
those specified therein and upon any such change all items referred to in
Sections 2.6 and 2.7 shall be appropriately apportioned. In all statements
rendered under Sections 2.6 and 2.7, amounts for periods partially within and
partially without the accounting Periods shall be appropriately apportioned and
any items which are not determinable at the time of a statement shall be
included therein on the basis of Landlord's estimate and with respect thereto
Landlord shall render promptly after determination a supplemental statement and
appropriate adjustment shall be made according thereto. All statements shall be
prepared on an accrual basis of accounting and on a consistent basis.

     2.9.   Except as otherwise specifically provided herein, any sum, amount,
item or charge designated or considered as additional rent in this Lease shall
be paid by Tenant to Landlord on the first day of the month following the date
on which Landlord notifies Tenant of the amount payable, or on the 30th day
after the giving of such notice, whichever shall be later. Any such notice shall
specify in reasonable detail the basis of such additional rent.

     2.10.  In addition to the Annual Fixed Rent payable pursuant to Section 2.5
of the Lease, Tenant shall pay as additional rent on the first day of each month
one-twelfth (1/12) of the Electrical Energy Charge.

                                   ARTICLE III

                       Condition of Premises; Construction

     3.1.   Tenant shall accept the Premises in "as is" condition, and Landlord
shall have no obligation to do any work or perform any construction to prepare
the Premises for Tenant. Landlord agrees to reimburse Tenant an amount not to
exceed $391,920.00 in the aggregate (the "Tenant Allowance") for the cost of
design and construction of improvements which Tenant shall make in the Premises
prior to April 1, 2001(such improvements to be subject to all terms and
provisions of this Lease). Such reimbursement shall be made from time to time
within thirty (30) days of receipt by Landlord from Tenant of detailed invoices
supporting the costs for which Tenant is seeking reimbursement, receipts
evidencing payment in full and lien waivers, all satisfactory to Landlord.

     Provided Tenant shall have expended $235,152 of the Tenant Allowance for
design and construction of improvements in the Premises and provided Tenant is
not then in default under this Lease beyond the applicable cure period, Tenant
may, by notice to Landlord, elect to apply all or any portion of the unexpended
balance of the Tenant Allowance as a credit against Annual Fixed Rent payable
during the first year of the term of this Lease.

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         Tenant's interior furnishings, i.e., specification, coordination,
supply and installation of furniture, furnishings, telephone and movable
equipment, the installation of telephone. outlets (which must be performed by a
telephone company at Tenant's direction and expense) and the installation of
telephone, television and computer cabling (which must be installed and removed
in accordance with Section 23 of the Rules and Regulations set forth in Exhibit
D hereto), will be the responsibility of Tenant. Tenant's installation of
furnishings, and later changes or additions, shall be coordinated with any work
being performed by Landlord in such manner as to maintain harmonious labor
relations and so not to damage the Building or Lot or interfere with Building
operations.

         The Tenant Improvements shall be part of the Building and shall not be
removed, except that at the expiration of this Lease Tenant shall remove such
portions thereof as Landlord shall have specified at the time of preparation of
the Tenant Improvement Plans.

         3.2.   This Section 3.2 shall apply before and during the Lease Term.
Tenant shall not make any additional alterations and additions to Tenant's Space
except in accordance with plans and specifications therefor first approved by
Landlord. Landlord's approval shall not be required for painting and minor
decorative work. Landlord shall not be deemed unreasonable for withholding
approval of any alterations or additions which will (a) delay completion of the
Premises, or (b) require unusual expense to readapt the Premises to normal
office use on Lease termination or increase the cost of construction or of
insurance or taxes on the Building or of Landlord's services called for by
Section 4.1 unless Tenant first gives assurances acceptable to Landlord for
payment of such increased cost and that such readaptation will be made prior to
such termination without expense to Landlord. All alterations and additions
shall be part of the Building unless and until Landlord shall specify the same
for removal pursuant to Section 5.2. All of Tenant's alterations and additions
and installation of furnishings shall be coordinated with any work being
performed by Landlord and in such manner as to maintain harmonious labor
relations and not to damage the Building or Lot or interfere with Building
operations and, except for installation of furnishings, shall be performed by
Landlord's contractor or by contractors or workmen first approved by Landlord.
Except for work by Landlord's contractor, Tenant, before its work is started,
shall secure all licenses and permits necessary therefor; deliver to Landlord a
statement of the names of all its contractors and subcontractors and the
estimated cost of all labor and material to be furnished by them; and require
each contractor to carry workmen's compensation insurance in statutory amounts
covering all the contractor's and subcontractor's employees and comprehensive
public liability insurance with such reasonable limits as Landlord may
reasonably require, but in no event less than $3,000,000 (all such insurance to
be written by companies approved by Landlord and insuring Landlord and Tenant as
well as the contractors), and to deliver to Landlord certificates of all such
insurance. Tenant agrees to pay promptly when due the entire cost of any work
done on the Premises by Tenant, its agents, employees, or independent
contractors, and not to cause or permit any liens for labor or materials
performed or furnished in connection therewith to attach to the Premises and
immediately to discharge any such liens which may so attach.

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         3.3.     All construction work required or permitted by this Lease,
whether by Landlord or Tenant, shall be done in a good and workmanlike manner
and in compliance with all applicable laws and all lawful ordinances,
regulations and orders of governmental authority and insurers of the Building.
Each party may inspect the work of the other at reasonable times and shall
promptly give notice of observed defects. Each party authorizes the other to
rely in connection with design and construction upon approval and other actions
on the party's behalf by any Construction Representative of the party described
in Article I or any person hereafter designated in substitution or addition by
notice to the party relying.

         3.4.     Each party authorizes the other to rely in connection with
plans and construction upon approval and other actions on the party's behalf by
any Construction Representatives of the party named in Section 1.1 or any person
hereafter designated in substitution or addition by notice to the party relying.

                                   ARTICLE IV

                 LANDLORD'S COVENANTS; INTERRUPTIONS AND DELAYS

         4.1.     Landlord covenants:

                  4.1.1. to furnish, through Landlord's employees or independent
contractors, services, facilities and supplies equal in scope, quality and
frequency to those customarily provided by landlords in first class buildings in
said Boston, those set forth in Exhibit B being now so customary;

                  4.1.2. to furnish, at Tenant's expense, through Landlord's
employees or independent contractors, reasonable additional Building operation
services upon reasonable advance request of Tenant at equitable rates from time
to time established by Landlord;

                  4.1.3. except as otherwise provided in Article VI, to make
such repairs to the roof, exterior walls, floor slabs, other structural
elements, Building systems and common areas and facilities of the Building as
may be necessary to keep them in good condition;

                  4.1.4. that Landlord has the right to make this Lease and
that Tenant, on paying the rent and performing the tenant obligations in this
Lease, shall peacefully and quietly have, hold and enjoy the Premises throughout
the Lease Term without any manner of hindrance or molestation from Landlord or
anyone claiming under Landlord, subject, however, to all the terms and
provisions hereof; and

                  4.1.5. to maintain reasonable levels of property and
liability insurance.

         4.2.     Landlord shall not be liable to Tenant for any compensation or
reduction of rent by reason of inconvenience or annoyance or for loss of
business arising from the necessity of Landlord's entering the Premises for any
of the purposes in this Lease authorized, or for

                                      -12-
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repairing the Premises or any portion of the Building however the necessity may
occur, but nothing herein shall relieve Landlord from responsibility for its
negligence or wrongful misconduct. In case Landlord is prevented or delayed from
making any repairs, alterations or improvements, or furnishing any services or
performing any other covenant or duty to be performed on Landlord's part, by
reason of any cause, Landlord shall not be liable to Tenant therefor, nor,
except as expressly otherwise provided in Section 6.1, shall Tenant be entitled
to any abatement or reduction of rent by reason thereof, nor shall the same give
rise to a claim in Tenant's favor that such failure constitutes actual or
constructive, total or partial, eviction from the Premises.

         Landlord reserves the right to stop any service or utility system, when
necessary by reason of accident or emergency, or until necessary repairs have
been completed, provided, however, that in each instance of stoppage, Landlord
shall exercise reasonable diligence to eliminate the cause thereof. Except in
case of emergency repairs Landlord will give Tenant reasonable advance notice of
any contemplated stoppage and will use reasonable efforts to avoid unnecessary
inconvenience to Tenant by reason thereof.

                                    ARTICLE V

                               TENANT' S COVENANTS

         Tenant covenants during the Lease Term and such further time as Tenant
occupies any part of the Premises:

         5.1.     to pay when due all fixed rent and additional rent and all
charges for utility services rendered to the Premises and service inspections
therefor (except for the utility services provided at Landlord's expense under
Exhibit B) and, as further additional rent, all charges of Landlord for services
rendered pursuant to Section 4.1.2;

         5.2.     except as otherwise provided in Article VI and Section 4.1.3,
to keep the Premises in good order, repair and condition, reasonable wear and
tear only excepted, and all glass in windows and doors of the Premises whole and
in good condition with glass of the same quality as that injured or broken,
damage by fire only excepted, and at the expiration or termination of this Lease
peaceably to yield up the Premises and all alterations and additions thereto in
good order, repair and condition, reasonable wear and tear excepted, first
removing all goods and effects of Tenant and all telephone, computer and other
cabling or wiring installed by Tenant to the extent required by Section 23 of
the Rules and Regulations attached as Exhibit D, and, to the extent specified by
Landlord by notice to Tenant, all alterations and additions made by Tenant and
all partitions, and repairing any damage caused by such removal and restoring
the Premises and leaving them clean and neat. If this Lease shall be terminated
by reason of Tenant's breach or default, then, notwithstanding anything to the
contrary in this Lease contained, Landlord shall have (and is hereby granted) a
security interest in all of Tenant's property in the Premises at the time of
such termination to secure Landlord's rights under Article VII hereof.

                                      -13-
<PAGE>

     5.3.   to use and occupy the Premises only for the Permitted Uses, and not
to injure or deface the Premises, Building or Lot, nor to permit in the Premises
any auction sale, vending machine (other than for use by Tenant or Tenant's
employees), or inflammable fluids or chemicals, or nuisance, or the emission
from the Premises of any objectionable noise or odor, nor to use or devote the
Premises or any part thereof for any purpose other than the Permitted Uses, nor
any use thereof which is improper, offensive, contrary to law or ordinance or
liable to invalidate or increase the premiums for any insurance on the Building
or its contents or liable to render necessary any alteration or addition to the
Building;

     5.4.   not to obstruct in any manner any portion of the Building not hereby
leased or any portion thereof or of the Lot used by Tenant in common with
others; not without prior consent of Landlord to permit the painting or placing
of any signs or the placing of any curtains, blinds, shades, awnings, aerials or
flagpoles, or the like, visible from outside the Premises; and to comply with
the Rules and Regulations attached hereto as Exhibit E and with all changes to
such Rules and Regulations hereafter made by Landlord, of which changes Tenant
has been given notice, for the care and use of the Building and Lot and their
facilities and approaches; Landlord shall not be liable to Tenant for the
failure of other tenants of the Building to conform to such Rules and
Regulations; Landlord shall not discriminate against Tenant in enforcement of
such Rules and Regulations;

     5.5.   to keep the Premises equipped with all safety appliances required by
law or ordinance or any other regulation of any public authority because of any
use made by Tenant other than normal office use, and to procure all licenses and
permits so required because of such use and, if requested by Landlord, to do any
work so required because of such use, it being understood that the foregoing
provisions shall not be construed to broaden in any way Tenant's Permitted Uses;

     5.6.   not without prior consent of Landlord to assign, mortgage, pledge or
otherwise transfer this Lease or to make any sublease, or to permit occupancy of
the Premises or any part thereof by anyone other than Tenant; in connection with
any request by Tenant for such consent to assignment or subletting, to submit to
Landlord in writing (1) the name of the proposed assignee or subtenant, (ii)
such information as to its reputation, financial responsibility and standing as
Landlord may reasonably require, including, without limitation, business
references and references from prior landlords, (iii) all of the terms and
provisions upon which the proposed assignment or subletting is to be made and
(iv) an offer executed by Tenant to the tenant under Lease dated November 24,
1980 from Cabot, Cabot & Forbes Co., Landlord's predecessor in interest, to the
Boston Company, Inc., to make an assignment or sublease to it upon the same
terms and provisions applicable to such proposed assignment or sublease,
provided that Tenant shall not be obligated to make such an offer if the
proposed assignment or sublease is to be made to an Affiliate of Tenant or if
the aggregate amount of rentable floor area proposed to be assigned or sublet
(whether pursuant to one or more subleases) is less than 10,000 square feet.

     Upon receipt from Tenant of such request, information and offer, Landlord
shall promptly transmit such offer to tenant under said Lease dated November 24,
1980 who shall

                                      -14-
<PAGE>

have a period of 10 days after its receipt thereof to accept the same in writing
and if such an offer is not so accepted, or if such an offer is not required to
be made, Landlord shall have an option to be exercised in writing within 20 days
after its receipt from Tenant of such request, information and (if required)
offer, to cancel and terminate this Lease, if the request is to assign the Lease
or to sublet all of the Premises or, if the request is to sublet a portion of
the Premises only, to cancel and terminate this Lease with respect to such
portion, in each case as of the date set forth in Landlord's notice of exercise
of such option, which shall be not less than 60 days nor more than 120 days
following the giving of such notice; in the event Landlord shall exercise such
option, Tenant shall surrender possession of the entire Premises, or the portion
which is the subject of the option, as the case may be, on the date set forth in
such notice in accordance with the provisions of this Lease relating to
surrender of the Premises at the expiration of the Lease Term; if this Lease
shall be cancelled as to a portion of the Premises only, Annual Fixed Rent shall
be abated proportionately according to the ratio that the number of square feet
in the portion of the space surrendered, bears to the Rentable Floor Area of
Tenant`s Space; as additional rent, Tenant shall reimburse Landlord promptly for
reasonable legal and other expense incurred by Landlord in connection with any
request by Tenant for consent to assignment or subletting.

         Landlord shall not unreasonably withhold or delay its consent to any
assignment or subletting made under the foregoing provisions to the Tenant under
said Lease dated November 24, 1980. The terms and provisions of such assignment
or subletting shall specifically make applicable to the assignee or sublessee
all of the provisions of this Section 5.6 so that Landlord and the aforesaid
Tenant under said Lease dated November 24, 1980 shall have against the assignee
or sublessee all rights with respect to any further assignment and subletting
which are set forth herein; no assignment or subletting shall affect the
continuing liability of Tenant (which, following assignment, shall be joint and
several with assignee); no consent to any of the foregoing in a specific
instance shall operate as a waiver in any subsequent instance; and no assignment
shall be binding upon Landlord or any of Landlord's mortgagees, unless Tenant
shall deliver to Landlord an instrument in recordable form which contains a
covenant of assumption by the assignee running to Landlord and all persons
claiming by, through or under Landlord, but neither the execution and delivery
of such an instrument by the assignee nor the failure or refusal of the assignee
to execute such instrument of assumption shall release or discharge assignee
from its liability as Tenant hereunder.

         The term "Affiliate of Tenant" for purposes of this Section 5.6 shall
mean (i) any corporation, partnership, trust, association or other business
organization directly or indirectly (through other entities or otherwise)
owning, controlling or holding, whether with or without power to vote, 30% or
more of the entire beneficial interest in Tenant, or any successor whether by
merger, consolidation or acquisition of all or substantially all of the assets
of Tenant, (ii) any corporation or trust with transferable shares, 30% or more
of whose outstanding capital stock or shares of beneficial interest of any class
is directly or indirectly (through other entities or otherwise) owned,
controlled or held, whether with or without the Power to vote, by Tenant or any
successor whether by merger, consolidation or acquisition of all or
substantially all of the assets of Tenant or any corporation affiliated with
Tenant or such successor as defined in (i)

                                      -15-
<PAGE>

above, and (iii) any partnership, association or other business organization 30%
or more of the beneficial interest in which, whether with or without the power
to vote, is directly or indirectly (through other entities or otherwise) owned,
controlled or held by Tenant or such successor or any corporation affiliated
with Tenant or such successor and defined in (i) above; if the stock of Tenant
is not listed on a national securities exchange, any sale or transfer after the
date hereof, whether to one or more persons or entities, whether at one or more
different times, and whether voluntarily, involuntarily, by operation of law or
otherwise (including, without limitation, upon a merger, consolidation,
reorganization or other such transaction), of a total of fifty percent (50%) or
more of the shares of capital stock of any corporation which is then the legal
tenant under this Lease or the legal subtenant under any permitted sublease
hereunder shall be deemed an assignment within the meaning of this Section 5.6.

         Landlord will not unreasonably withhold or delay its consent to a
sublease of all or any portion of the Premises. Landlord shall not be deemed to
be unreasonable in withholding consent to an assignment, or sublease of all or
any portion of the Premises if, without limitation, any rent is unpaid after
expiration of the applicable cure period, any default by Tenant exists hereunder
or under any other agreement between Landlord and Tenant, or the proposed
assignee's or subtenant's business, financial condition, or character is not, in
Landlord's sole discretion (exercised reasonably in view of Landlord's standard
leasing practice), satisfactory to Landlord or suitable to the Building.

         The listing of any name other than that of Tenant, whether on the doors
of the Premises or on the Building directory, or otherwise, shall not operate to
vest any right or interest in this Lease or in the Premises or be deemed to be
the consent of Landlord mentioned in this Section 5.6, it being expressly
understood that any such listing is a privilege extended by Landlord revocable
at will by written notice to Tenant; any subletting consented to by Landlord
pursuant to this Section 5.6 shall, in any event, be subject to the following
provisions: (a) in no event shall Tenant sublet to more than three subtenants at
any one time; (b) in no event shall Tenant enter into negotiations to sublet,
offer to sublet or sublet to any of the other tenants of the Building (unless
there is no comparable space then available in the Building) or to any party
with whom Landlord is then negotiating with respect to other space in the
Building; and (c) in the event the rent, including additional rent, received
from any subtenant in any month shall exceed the sum of (i) the rent, including
additional rent, payable under this Lease in respect of such subleased space for
such month and (ii) Tenant's reasonable brokerage, legal and subtenant
improvement costs incurred in connection with such sublease (amortized ratably
over the term of the sublease), Tenant shall pay to Landlord, as additional
rent, 50% of such excess, the same to be paid by Tenant within fifteen (15) days
after receipt.

         5.7.   to defend with counsel first approved by Landlord, save
harmless, and indemnify Landlord from any liability for injury, loss, accident
or damage to any person or property, and from any claims, actions, proceedings
and expenses and costs in connection therewith (including without limitation
reasonable counsel fees), (i) arising from the omission, fault, willful act,
negligence or other misconduct of Tenant or from any use made or thing done or
occurring on

                                      -16-
<PAGE>

the Premises not due to the omission, fault, willful act, negligence or other
misconduct of Landlord, or (ii) resulting from the failure of Tenant to perform
and discharge its covenants and obligations under this Lease;

     5.8.   to permit Landlord and Landlord's agents (i) to examine the Premises
at reasonable times and, if Landlord shall so elect, to make any repairs or
replacements Landlord may deem necessary, (ii) to remove, at Tenant's expense,
any alterations, additions, signs, curtains, blinds, shades, awnings, aerials,
flagpoles, or the like not consented to in writing, and (iii) to show the
Premises to prospective tenants during the 12 months preceding expiration of the
Lease Term and to prospective purchasers and mortgagees at all reasonable times.

     5.9.   not to place a load upon the Premises exceeding an average rate of
70 pounds of live load per square foot of floor area (20 pounds of which shall
be allotted for partitions); and not to move any safe, vault or other heavy
equipment in, about or out of the Premises except in such manner and at such
time as Landlord shall in each instance authorize; Tenant's business machines
and mechanical equipment which cause vibration or noise that may be transmitted
to the Building structure or to any other leased space in the Building shall be
placed and maintained by Tenant in settings of cork, rubber, spring, or other
type of vibration eliminators sufficient to eliminate such vibration or noise;

     5.10.  to pay promptly when due all taxes which may be imposed upon
personal property (including, without limitation, fixtures and equipment) in the
Premises to whomever assessed;

     5.11.  in case Landlord shall, without any fault on its part, be made party
to any litigation commenced by or against Tenant or by or against any parties in
possession of the Premises or any part thereof claiming under Tenant, to pay, as
additional rent, all costs, including without limitation, reasonable counsel
fees, incurred by or imposed upon Landlord in connection with such litigation,
and, as additional rent, also to pay all such costs and fees incurred by
Landlord in connection with the enforcement by Landlord of any obligations of
Tenant under this Lease;

     5.12.  to procure, keep in force and pay for commercial general liability
insurance indemnifying Landlord and Tenant on an occurrence basis against all
claims and demands for personal injury liability (including, without limitation,
bodily injury, sickness, disease, and death) or damage to property which may be
claimed to have occurred upon the Premises with a limit, at the times Tenant
and/or its contractors first enter the Premises of not less than $3,000,000 in
the event of personal injury to any number of persons or damage to property,
arising out of any one occurrence, and from time to time thereafter shall not be
less than such higher amounts as may be reasonably required by Landlord and are
customarily carried by responsible office tenants in the City or Town wherein
the Building is located. Such insurance shall be effected with nationally
recognized insurers authorized to do business in the State wherein the Building
is situated under valid and enforceable policies, and such policies shall name
Landlord as an additional insured. Such insurance shall provide that it shall
not be

                                      -17-
<PAGE>

cancelled or modified without at least thirty (30) days prior written notice to
each insured named therein. On or before the time Tenant and/or its contractors
first enter the Premises and thereafter not less than fifteen (15) days prior to
the expiration date of each expiring policy original copies of the policies
therefor issued by the respective insurers, or certificates of such policies
setting forth in full the provisions thereof and issued by such insurers
together with evidence satisfactory to Landlord of the payment of all premiums
for such policies, shall be delivered by Tenant to Landlord and certificates as
aforesaid of such policies shall, upon request of Landlord, be delivered by
Tenant to the holder of any mortgage affecting the Premises.

                                   ARTICLE VI

                               CASUALTY AND TAKING

     6.1.   In case during the Lease Term all or any substantial part of the
Premises or the Building or the Lot are damaged materially by fire or other
casualty or by action of public or other authority in consequence thereof, or
are taken by eminent domain or Landlord receives compensable damage by reason of
anything lawfully done in pursuance of public or other authority, this Lease
shall terminate at Landlord's election, which may be made notwithstanding
Landlord's entire interest may have been divested, by notice given to Tenant
within 90 days after the right to terminate arises specifying the effective date
of termination. In case of such damage or taking, Landlord shall notify Tenant
within 30 days after the occurrence thereof of Landlord's estimate of the time
needed to do the construction work necessary to put the Premises or such
remainder in proper condition for use and occupancy. The effective date of
termination specified by Landlord shall be not less than 15 nor more than 30
days after the date of notice of such termination. If in any such case the
Premises are rendered unfit for use and occupation and the Lease is not so
terminated, Landlord shall use due diligence (following the expiration of all
periods in which Landlord may terminate this Lease pursuant to the foregoing
provisions of this Section 6.1) to put the Premises, or in case of taking what
may remain thereof (excluding any items installed or paid for by Tenant which
Tenant may be required to remove pursuant to Section 5.2), into proper condition
for use and occupation provided, however, that Landlord's obligations with
respect to the restoration described in this sentence shall not require Landlord
to expend more than the net proceeds of insurance recovered or damages awarded
for such casualty or taking that are made available to Landlord by Landlord's
mortgagee, and a just proportion of the fixed rent and additional rent according
to the nature and extent of the injury, but not in excess of an equitable
proportion of the net proceeds of insurance recovered by Landlord under any
rental insurance coverage carried by Landlord, shall be abated until the
Premises or such remainder shall have been put by Landlord in such condition;
and in case of a taking which permanently reduces the area of the Premises, a
just proportion of the fixed rent and additional rent shall be abated for the
remainder of the Lease Term.

     In the case of such damage or taking, Landlord shall notify Tenant of
Landlord's reasonable estimate of the time needed to do the construction work
necessary to put the Premises or such remainder in proper condition for use and
occupancy, and, if Landlord's insurance

                                      -18-
<PAGE>

proceeds allocable to the Premises will be insufficient to permit Landlord to so
restore the Premises and Landlord elects not to fund the shortfall, Landlord
shall notify Tenant thereof. In the event that Landlord's notice estimates that
the time required to restore the Premises shall exceed nine (9) months from the
commencement of such restoration or that Landlord will not fund such shortfall,
Tenant may terminate this Lease by notice to Landlord given within ten (10) days
after Landlord's notice, specifying a termination date which shall not be less
than fifteen (15) nor more than thirty (30) days after Tenant's notice.

     6.2.  Landlord reserves to itself any and all rights to receive awards made
for damages to the Premises and Building and Lot and the leasehold hereby
created, or any one or more of them, accruing by reason of exercise of eminent
domain or by reason of anything lawfully done in pursuance of public or other
authority. Tenant hereby releases and assigns to Landlord all Tenant's rights to
such awards, and covenants to deliver such further assignments and assurances
thereof as Landlord may from time to time request, hereby, irrevocably
designating and appointing Landlord as its attorney-in-fact to execute and
deliver in Tenant's name and behalf all such further assignments thereof.

     6.3.  In the event of any taking of the Premises or any part thereof for
temporary use, (i) this Lease shall be and remain unaffected thereby, and (ii)
Tenant shall be entitled to receive for itself such portion or portions of any
award made for such use with respect to the period of the taking which is within
the Lease Term, provided that if such taking shall remain in force at the
expiration or earlier termination of this Lease, Tenant shall then pay to
Landlord a sum equal to the reasonable cost of performing Tenant's obligations
under Section 5.2 with respect to surrender of the Premises and upon such
payment shall be excused from such obligations.

                                   ARTICLE VII

                                     DEFAULT

     7.1.  If any default by Tenant continues after notice, in case of fixed
rent or additional rent for more than five (5) days, or in any other case for
more than 30 days and such additional time, if any, as is reasonably necessary
to cure the default if the default is of such a nature that it cannot reasonably
be cured in 30 days; or if Tenant or any guarantor of any of Tenant's
obligations under this Lease makes any general assignment for the benefit of
creditors, files a petition under any bankruptcy or insolvency laws; or if such
a petition filed against Tenant or such guarantor is not dismissed within 60
days; or if a receiver or similar officer becomes entitled to Tenant's leasehold
hereunder and it is not returned to Tenant within 60 days; or if such leasehold
is taken on execution or other process of law in any action against Tenant, then
in any such case, whether or not the Lease Term shall have begun, Landlord may
immediately, or at any time thereafter, without demand or notice, enter into and
upon the Premises (or any part thereof in the name of the whole) forcibly, if
necessary, and repossess the same as of its former estate, and thereupon (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), upon
such entry, this Lease

                                      -19-
<PAGE>

shall terminate, as fully and completely as if such date were the date herein
originally fixed for the expiration of the Lease Term, and Tenant will then quit
and surrender the Premises to Landlord, but Tenant shall remain liable as
hereinafter provided.

     7.2.   In the event that this Lease is terminated under any of the
provisions contained in Section 7.1 or shall be otherwise terminated for breach
of any obligation of Tenant, Tenant covenants to pay forthwith to Landlord, as
compensation, the excess (discounted to present value at a rate of 6% per annum)
of the total rent reserved for the residue of the Lease Term over the rental
value of the Premises for said residue of the Lease Term. In calculating the
rent reserved there shall be included, in addition to the fixed rent and all
additional rent, the value of all other considerations agreed to be paid or
performed by Tenant for said residue. Tenant further covenants as an additional
and cumulative obligation after any such ending to pay punctually to Landlord
all the sums and 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 this Lease had not been terminated. In calculating the amount to
be paid by Tenant under the next foregoing covenant Tenant shall be credited
with any amount paid to Landlord as compensation as in this Section 7.2 provided
and also with the net proceeds of any rent obtained by Landlord by reletting the
Premises, after deducting all Landlord's expenses in connection with such
reletting, including, without limitation, all repossession costs, brokerage
commissions, fees for legal services, expenses of preparing the' Premises for
such reletting, and all other expenses related to such reletting, including,
without limitation, allowances and concessions, it being agreed by Tenant that
Landlord may (i) relet the Premises or any part thereof, for a term or terms
which may at Landlord's option be equal to or less than or exceed the period
which would otherwise have constituted the balance of the Lease Term and may
grant such concessions and free rent as Landlord in its sole judgment considers
advisable or necessary to relet the same and (ii) make such alterations, repairs
and decorations in the Premises as Landlord in its sole judgment considers
advisable or necessary to relet the same, and no action of Landlord in
accordance with the foregoing or failure to relet or to collect rent under
reletting shall operate or be construed to release or reduce Tenant's liability
as aforesaid.

     In lieu of any other damages or indemnity and in lieu of full recovery by
Landlord of all sums payable under all the foregoing provisions of this Section
7.2, Landlord may by written notice to Tenant, at any time after this Lease is
terminated under any of the provisions contained in Section 7.1 or is otherwise
terminated for breach of any obligation of Tenant and before such full recovery,
elect to recover, and Tenant shall thereupon pay, as liquidated damages, an
amount equal to the aggregate of the fixed rent and additional rent accrued
under Sections 2.5, 2.6 and 2.7 in the 12 months immediately prior to such
termination plus the amount of fixed rent and additional rent of any kind
accrued and unpaid at the time of termination and less the amount of any
recovery by Landlord under the foregoing provisions of this Section 7.2 up to
the time of payment of such liquidated damages.

     Nothing contained in this Lease shall limit or prejudice the right of
Landlord to prove for and obtain in proceedings for bankruptcy or insolvency by
reason of the termination of this

                                      -20-
<PAGE>

Lease, an amount equal to the maximum allowed by any statute or rule of law in
effect at the time when, and governing the proceedings in which, the damages are
to be proved, whether or not the amount be greater, equal to or less than the
amount of the loss or damages referred to above.

                                  ARTICLE VIII

                                  MISCELLANEOUS

     8.1.   For all purposes of this Lease, all floor areas shall be computed in
accordance with the "Standard Method of Floor Measurement for Office Buildings"
effective January 1, 1964, recommended by the Real Estate Board of New York,
Inc. and in such computation common areas shall be included to the extent
therein provided notwithstanding their exclusion from the Premises.

     8.2.   The titles of the Articles are for convenience only and not to be
considered in construing this Lease. Upon request of either party both parties
shall execute and deliver after the Lease Term begins a notice of this Lease in
form appropriate for recording or registration, and if this Lease is terminated
before the Lease Term expires, an instrument in such form acknowledging the date
of termination. Whenever any notice, approval, consent, request or election is
given or made pursuant to this Lease it shall be in writing. Communications and
payments shall be addressed if to Landlord at Landlord's Original Address or at
such other place as may have been specified by prior notice to Tenant, and if to
Tenant, at Tenant's Original Address or at such other address as may have been
specified by prior notice to Landlord. Any communication so addressed shall be
deemed duly served if delivered to a reputable overnight delivery service which
maintains delivery records or if mailed by registered or certified mail, return
receipt requested, and the effective date of such communication shall be one (1)
business day after delivery to such overnight delivery service or in the case of
registered or certified mail, three (3) business days after being deposited in
the mail, whichever is applicable. If Landlord by notice to Tenant at any time
designates some other person to receive payments or notices, all payments or
notices thereafter by Tenant shall be paid or given to the agent designated
until notice to the contrary is received by Tenant from Landlord. The
obligations of this Lease shall run with the land, and this Lease shall be
binding upon and inure to the benefit of the parties hereto and their respective
personal representatives, successors and assigns, except that only the original
Landlord named herein shall be liable for obligations accruing before the
beginning of the Lease Term, and thereafter the original Landlord named herein
and each successive owner of the Premises shall be liable only for obligations
accruing during the period of its ownership. Anything else in this Lease to the
contrary notwithstanding, Tenant shall look solely to the estate and property of
Landlord in the Building and Lot for the satisfaction of any claim for the
payment of money by Landlord by reason of any default or breach by Landlord of
any of the terms and provisions of this Lease to be performed, fulfilled or
observed by Landlord, and no other property or assets of Landlord shall be
subject to levy, execution or other enforcement procedure for the satisfaction
of Tenant's remedies for any such default or breach.

                                      -21-
<PAGE>

     8.3.   No assignment of this Lease and no agreement to make or accept any
surrender, termination or cancellation of this Lease and no agreement to modify
so as to reduce the rent, change the Lease Term, or otherwise materially change
the rights of Landlord under this Lease, or to relieve Tenant of any obligations
or liability under this Lease, shall be valid unless consented to by Landlord's
mortgagees of record, if any. The delivery of keys to any employee of Landlord
or to Landlord's agent or any employee thereof shall not operate as a
termination of this Lease or a surrender of the Premises.

     8.4.   The failure of Landlord or of Tenant to seek redress for violation
of, or to insist upon the strict performance of, any covenant or condition of
this Lease, or with respect to such failure of Landlord, any of the Rules and
Regulations referred to in Section 5.4, whether heretofore or hereafter adopted
by Landlord, shall not be deemed a waiver of such violation nor prevent a
subsequent act, which would have originally constituted a violation, from having
all the force and effect of an original violation, nor shall the failure of
Landlord to enforce any of said Rules and Regulations against any other tenant
in the Building be deemed a waiver of any such Rules or Regulations. The receipt
by Landlord of fixed rent or additional rent with knowledge of the breach of any
covenant of this Lease shall not be deemed a waiver of such breach. No provision
of this Lease shall be deemed to have been waived by Landlord, or by Tenant,
unless such waiver be in writing signed by the party to be charged. No consent
or waiver, express or implied, by Landlord or Tenant to or of any breach of any
agreement or duty shall be construed as a waiver or consent to or of any, other
breach of the same or any other agreement or duty.

     8.5.   No acceptance by Landlord of a lesser sum than the fixed rent and
additional rent then due shall be deemed to be other than on account of the
earliest installment of such rent due, nor shall any endorsement or statement on
any check or any letter accompanying any check or payment as rent be deemed an
accord and satisfaction, and Landlord may accept such check or Payment without
prejudice to Landlord's right to recover the balance of such installment or
pursue any other remedy in this Lease provided.

     8.6.   The specific remedies to which Landlord may resort under the terms
of this Lease are cumulative and are not intended to be exclusive of any other
remedies or means of redress to which it may be lawfully entitled in case of any
breach or threatened breach by Tenant of any provisions of this Lease. In
addition to the other remedies provided in this Lease, Landlord shall be
entitled to the restraint by injunction of the violation or attempted or
threatened violation of any of the covenants, conditions or provisions of this
Lease or to a decree compelling specific performance of any such covenants,
conditions or provisions.

     8.7.   If any term of this Lease, or the application thereof to any person
or circumstances, shall to any extent be invalid or unenforceable, the remainder
of this Lease, or the application of such term to persons or circumstances other
than those as to which it is invalid or unenforceable, shall not be affected
thereby, and each term of this Lease shall be valid and enforceable to the
fullest extent permitted by law.

                                      -22-
<PAGE>

     8.8.   If an excavation shall be made upon land adjacent to property of
Landlord of which the Premises are a part, or shall be authorized to be made,
Tenant shall afford to the person causing or authorized to cause such
excavation, license to enter upon the Premises for the purpose of doing such
work as said person shall deem necessary to preserve the wall of the Building
from injury or damage and to support the same by proper foundations without any
claims for damages or indemnity against Landlord, or diminution or abatement of
rent.

     8.9.   If Tenant shall at any time default in the performance of any
obligations under this Lease beyond the applicable cure period, Landlord shall
have the right, but shall not be obligated, to enter upon the Premises and to
perform such obligation notwithstanding the fact that no specific provision for
such substituted performance by Landlord is made in this Lease with respect to
such default. In performing such obligation, Landlord may make any payment of
money or perform any other act. All sums so paid by Landlord (together with
interest from the date of expenditure at the lower of (a) that annual rate which
is equal to two percentage points in excess of the First National Bank of Boston
published base rate, so-called, charged to its best commercial customers, or (b)
the maximum annual rate permissible from time to time under applicable law) and
all necessary incidental costs and expenses in connection with the performance
of any such act by Landlord, shall be deemed to be additional rent under this
Lease and shall be payable to Landlord immediately upon demand. All sums payable
by Tenant under this Lease not paid when due shall bear interest at the rates
described in the preceding sentence from the due date to the date paid. Landlord
may exercise the foregoing rights without waiving any other of its rights or
releasing Tenant from any of its obligations under this Lease.

     8.10.  Tenant agrees from time to time, upon not less than fifteen days
prior written request by Landlord, to execute, acknowledge and deliver to
Landlord a statement in writing certifying that this Lease is unmodified and in
full force and effect and that Tenant has no defenses, offsets or counterclaims
against its obligations to pay the fixed rent and additional rent and to perform
its other covenants under this Lease and that there are no uncured defaults of
Landlord or Tenant under this Lease (or, if there have been any modifications,
that the same is in full force and effect as modified and stating the
modifications and, if there are any defenses, offsets, counterclaims, or
defaults, setting them forth in reasonable detail), and the dates to which the
fixed rent, additional rent and other charges have been paid. Any such statement
delivered pursuant to this Section 8.10 may be relied upon by any prospective
purchaser or prospective or then existing mortgagee of the Premises or any
prospective assignee of any mortgage of the Premises.

     8.11.  Any insurance carried by either party with respect to the Premises
and property therein or occurrences thereon shall, if it can be so written
without additional premium or with an additional premium which the other party
agrees to pay, include a clause or endorsement denying to the insurer rights of
subrogation against the other party to the extent rights have been waived by the
insured prior to the occurrence of injury or loss. Each party, notwithstanding
any provisions of this Lease to the contrary, hereby waives any rights of
recovery against the other

                                      -23-
<PAGE>

for injury or loss due to hazards covered by insurance containing such clause or
endorsement to the extent of the indemnification received thereunder.

     8.12. Tenant covenants and agrees that all merchandise, furniture, fixtures
and property of every kind nature and description which may be in or upon the
Premises or Building in the public corridors, or the sidewalks, areaways and
approaches adjacent thereto, during the term hereof, shall be at the sole risk
and hazard of Tenant, and that if the whole or any part thereof shall be
damaged, destroyed, stolen or removed from any cause or reason whatsoever, no
part of said damage or loss shall be charged to, or be borne by, Landlord.

     8.13. Landlord shall not be liable for any injury or damage to persons or
property resulting from fire, explosion, falling plaster, steam, gas,
electricity, electrical disturbance, water, rain or snow or leaks from any part
of the Building or from the pipes, appliances, or plumbing works or from the
roof, Street or sub-surface or from any other place or caused by dampness or by
any other cause of whatever nature, unless caused by or due to the negligence or
willful misconduct of Landlord, its agents, servants or employees, and then only
after (i) notice to Landlord of the condition claimed to constitute negligence
and (ii) the expiration of a reasonable time after such notice has been received
by Landlord without Landlord having taken all reasonable and practicable means
to cure or correct such condition; and pending such cure or correction by
Landlord, Tenant shall take all reasonably prudent temporary measures and
safeguards to prevent any injury, loss or damage to person or property. In no
event shall Landlord be liable for any loss, the risk of which is covered by
Tenant's insurance; nor shall Landlord or its agents be liable for any such
damage caused by other tenants or persons in the Building or caused by
operations in construction of any private, public or quasi-public work; nor
shall Landlord be liable for any latent defect in the Premises or in the
Building.

     8.14. If Tenant or anyone claiming under Tenant shall remain in possession
of the Premises or any part thereof after the expiration or prior termination of
the term of this Lease without any agreement in writing between Landlord and
Tenant with respect thereto, then, prior to the acceptance of any payments for
rent for use and occupancy by Landlord, the person remaining in possession shall
be deemed a tenant-at-sufferance. Whereas the parties hereby acknowledge that
Landlord may need the Premises after the expiration or prior termination of the
term of the Lease for other tenants and that the damages cannot be determined as
of the date hereof, in the event that Tenant so holds over, Tenant shall pay to
Landlord in addition to all other rental and other charges due and accruing
under this Lease and in addition to any and all other rights and remedies which
Landlord may have at law or in equity, liquidated damages in the amount of two
hundred (200%) percent of the Annual Fixed Rent which would have accrued from
the day on which Tenant's hold-over commenced and terminating on the day on
which Tenant vacates the Premises. Notwithstanding the foregoing, Landlord shall
have the right to elect to recover any other damages which Landlord is permitted
to recover under this Lease in lieu of said liquidated damages by giving Tenant
written notice of such election. From and after the date on which Landlord gives
Tenant such notice, said liquidated damages shall cease to

                                      -24-
<PAGE>

accrue and Tenant shall be liable to Landlord for any damages recoverable under
this Lease which accrue thereafter.

     8.15. This Lease supersedes any and all other agreements made prior hereto
between the parties hereto with respect to the Premises and contains all
agreements of the parties with respect to the Premises.

     8.16. Tenant warrants and represents that it has had no dealings with any
broker or agent in connection with this Lease other than Spaulding & Slye and
Jones Lang LaSalle and covenants to defend with counsel approved by Landlord,
hold harmless and indemnify Landlord from and against any and all cost, expense
or liability for any compensation, commissions and charges claimed by any broker
or agent with whom Tenant has dealt other than Spaulding & Slye and Jones Lang
LaSalle with respect to Tenant's dealings in connection with this Lease or the
negotiation thereof.

     8.17. So long as Tenant is not in default beyond any applicable grace
period under this Lease and so long as Landlord has the right to use such
spaces, Landlord will make available to Tenant four (4) automobile parking
spaces in the garage adjacent to the Building (the "Garage"). All parking spaces
referenced in this Section 8.17 shall be made available to Tenant at the then
current prevailing rates, as such rates may change from time to time, and any
failure to pay such charges shall be treated as a default under this Lease. All
parking spaces shall be subject to the terms and conditions of the form of
parking agreement from time to time used in connection with the operation of the
Garage and shall be subject to the rules and regulations from time to time
promulgated by Landlord or the Garage operator.

                                   ARTICLE IX

                               RIGHTS OF MORTGAGEE

     9.1. At Landlord's election, this Lease shall be subject and subordinate to
any mortgage now or hereafter on the Lot or Building, or both, which are
separately and together hereinafter in this Article IX referred to as "the
mortgaged premises", and to each advance made or hereafter to be made under any
mortgage, and to all renewals, modifications, consolidations, replacements and
extensions thereof and all substitutions therefor, provided that this Lease
shall not be so subordinated to any mortgage unless the holder thereof shall
execute and deliver to Tenant a non-disturbance agreement in such holder's
standard form. This Section 9.1 shall be self-operative and no further
instrument of subordination shall be required. In confirmation of such
subordination, Tenant shall execute and deliver promptly any certificate that
Landlord or any mortgagee may request. In the event that any mortgagee or its
respective successor in title shall succeed to the interest of Landlord, then,
at the option of such mortgagee or successor, this Lease shall nevertheless
continue in full force and effect and Tenant shall and does hereby agree to
attorn to such mortgagee or successor and to recognize such mortgagee or
successor as its Landlord. The word "mortgagee" as used in this Lease shall
include the holder for the time being whenever the context permits.

                                      -25-
<PAGE>

     9.2. No fixed rent, additional rent, or any other charge shall be paid more
than ten days prior to the due date thereof and payments made in violation of
this provision shall (except to the extent that such payments are actually
received by a mortgagee) be a nullity as against such mortgagee and Tenant shall
be liable for the amount of such payments to such mortgagee.

     9.3. No act or failure to act on the part of Landlord which would entitle
Tenant under the terms of this Lease, or by law, to be relieved of Tenant's
obligations hereunder or to terminate this Lease, shall result in a release or
termination of such obligations or a termination of this Lease unless (i) Tenant
shall have first given written notice of Landlord's act or failure to act to
Landlord's mortgagees of record, if any, specifying the act or failure to act on
the part of Landlord which could or would give basis to Tenant's rights; and
(ii) such mortgagees, after receipt of such notice, have failed or refused to
correct or cure the condition complained of within a reasonable time thereafter;
but nothing contained in this Section 9.3 shall be deemed to impose any
obligation on any such mortgagees to correct or cure any such condition.
"Reasonable time" as used above means and includes a reasonable time to obtain
possession of the mortgaged premises if the mortgagee elects to do so and a
reasonable time to correct or cure the condition if such condition is determined
to exist.

     9.4. Tenant agrees on request of Landlord to execute and deliver from time
to time any agreement which may reasonably be deemed necessary to implement the
provisions of this Article IX.

     9.5. Simultaneously with the execution of this Lease, Tenant shall deliver
to Landlord a security deposit in the amount of $260,000.00 (the "Security
Deposit") . The Security Deposit will be held by Landlord (without interest
thereon) as security for the fulfillment of Tenant's obligations under this
Lease for and during the Lease Term and shall be returned to Tenant within
thirty (30) days after the expiration or termination of this Lease, subject to
deductions to cure any outstanding breach of any obligation of Tenant. At
Tenant's option, such Security Deposit shall be delivered in the form of a
commercial letter of credit in form and issued by a bank acceptable to Landlord.

     If all or any part of the Security Deposit is applied to an obligation of
Tenant hereunder, Tenant shall immediately upon request by Landlord restore the
Security Deposit to its original amount. 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. Upon any conveyance by Landlord of its interest under
this Lease, the Security Deposit shall be delivered by Landlord to Landlord's
grantee or transferee. Upon any such delivery, Tenant hereby releases Landlord
herein named of any and all liability with respect to the Security Deposit, 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.

     Notwithstanding the foregoing, if Tenant shall not have been in material
default (beyond expiration of the applicable cure period) under this Lease at
any time prior to the applicable date

                                      -26-
<PAGE>

set forth below, Landlord shall reduce the Security Deposit to the applicable
amount set forth below upon request by Tenant on or after the applicable date
below:

                       April 1, 2003:           $173,333

                       April 1, 2004:           $ 86,667



                                    ARTICLE X

                              EXAMINATION OF LEASE

         Submission of this instrument for examination or signature by Tenant
does not constitute a reservation of or option to lease, and it is not effective
as a lease or otherwise until execution and delivery by both Landlord and
Tenant.

         Executed as a sealed instrument in two or more counterparts on the day
and year first above written

                                    LANDLORD:

                                    THE EQUITABLE LIFE ASSURANCE SOCIETY
                                    OF THE UNITED STATES

                                    By:            /s/
                                         -------------------------



                                    TENANT:

                                    INTERNET CAPITAL GROUP, INC.

                                    By:            /s/
                                         -------------------------
                                             Henry N. Nassau

                                      -27-
<PAGE>

                                    EXHIBIT A

                   Attached to and made a part of Lease dated

                                     Between

                      The Equitable Life Assurance Society
                         of the United States, Landlord

                                       and

                          Internet Capital Group, Inc.

The land in Boston, Suffolk, Massachusetts bounded:

EASTERLY          by Washington Street by five lines measuring,
                  respectively, 54.96 feet, 16.08 feet, 72.75 feet,
                  17.92 feet and 38.87 feet;

SOUTHERLY         by lands now or formerly of Nathan V. Miller, Trustee,
                  and of The New England Land Co. by five lines measuring
                  respectively, 27.58 feet, 42.64 feet, 19.63 feet, 36.72
                  feet and 126.01 feet;'

WESTERLY          by Court Square by four lines measuring,
                  respectively, 25.98 feet, 11.57 feet, 81.87 feet
                  and 101.03 feet; and

NORTHERLY         by Court Street, 198.02 feet.

     Said premises include two parcels of registered land, one shown on Plan No.
28282-A, filed in the Suffolk Registry District of the Land Court with
Certificate of Title No. 67781 and the other shown on Plan No. 19910 filed in
said Registry District with Certificate of Title No. 48266. Said premises are
the same conveyed to Landlord by the Trustees of State Street Plaza Trust by
deed dated March 30, 1967, recorded with Suffolk Deeds, Book 8109, Page 460, and
filed for registration with the Suffolk Registry District of the Land Court and
the registered portion thereof is described in Certificate of Title No. 88329
issued to Landlord by said Registry District. Said premises are subject to
rights and easements referred to in said Certificate of Title No. 88329 and to
easement taken by Boston Transit Commission by Order dated July 23, 1903,
recorded with Suffolk Deeds, Book 2912, Page 461 so far as now in force and
applicable.

                                      A-1
<PAGE>

                                    EXHIBIT B

                    Attached to and made part of Lease dated

                                     Between

                      The Equitable Life Assurance Society
                         of the United States, Landlord

                                       and

                      Internet Capital Group, Inc., Tenant

I.     CLEANING

       A    Office Areas
            ------------

  (i)  Daily: (Monday through Friday, inclusive, holidays excepted).
       -----

       1.     Spot clean all horizontal and vertical surfaces removing
              fingerprints, smudges and stains.

       2.     Spot clean all partition glass and bright work.

       3.     Dust wipe all telephones including ear and mouth piece.

       4.     Using an approved spotter, spot clean all carpeted areas. Fully
              vacuum carpets from wall to wall, all internal office aisles.

       5.     Empty all trash and recycled materials from receptacles and
              remove from the premises.

  (ii) Weekly
       ------

       1.     Vacuum corner edges and chairs and other furniture coverings.

       2.     Dust all low reach areas.

(iii) Monthly

       1.     Dust all high reach areas.

       2.     Vacuum all fabric furniture.

       3.     Dust HVAC covers.

                                      B-1
<PAGE>

         4.   Dust decorative fixtures.

         5.   Dust all Venetian blinds.

B.  Kitchenettes/Coffee Stations (Hard Surface)
    ----------------------------

    (i)  Daily: Monday through Friday
         -----

         1.   Clean and sanitize all sinks and wipe dry.

         2.   Spot clean all horizontal and vertical surfaces removing
              fingerprints, smudges and stains.

         3.   Using a damp cloth, dust all horizontal surfaces. Damp clean and
              sanitize table tops.

         4.   Empty trash receptacles. Remove trash from the premises.

         5.   Mop all stains and spills, especially coffee and drink spills.

         6.   Dust mop all hard surface floors with a treated or electrostatic
              dust mop.

    (ii) Weekly
         ------

         1.   Spot clean backs and seats of chairs.

         2.   Using a high speed floor machine, spray buff all hard surface
              areas.

    (iii) Monthly
          -------

         1.   Dust HVAC covers.

         2.   Clean all baseboards.

         3.   Machine scrub hard surface floor and apply one (1) coat of
              polish, allow to dry, then buff. (bi-monthly)

    (iv)  Annual
          ------

         1.   Strip hard surfaces floor and redcoat with three (3) coats of
              floor polish.

 C.      Corridor and Elevator (Lobbies)
         -------------------------------

                                      B-2
<PAGE>

     (i)  Daily: (Monday through Friday, inclusive, holidays excepted).
          -----

          1.      Spot clean all stains and spills, especially coffee and drink
                  spills.

          2.      Spot clean all horizontal and vertical surfaces, including
                  glass and bright work, removing fingerprints, and smudges.

          3.      Fully vacuum carpets from wall to wall.

          4.      Dust mop all hard surface floors with a treated or
                  electrostatic dust mop.,

     (ii)   Weekly
            ------

          1.      Dust all low reach areas.

     (iii) Monthly
           -------

          1.      Dust all high reach area.

     D.     Tenant requiring services in excess of those described above shall
            request same through Landlord, at Tenant's expense.

II.       HEATING, VENTILATING, AIR CONDITIONING

          A    Landlord shall, at its expense, furnish space heating and cooling
               as normal seasonal changes may require to provide reasonably
               comfortable space temperature and ventilation for occupants of
               the Premises under normal business operation, daily from 8:00
               a.m. to 6:00 p.m. (Saturdays to 1:00 p.m.), Sundays and holidays
               excepted.

          If Tenant shall require air conditioning (during the air conditioning
          season) or heating or ventilation during any season outside the hours
          and days above specified, Landlord shall furnish such for the area or
          areas specified in written request of Tenant delivered to building
          superintendent of Landlord before 3 P.M. of the business day preceding
          the extra usage period. For such services Tenant shall pay Landlord
          upon receipt of billing therefor, the equitable charges from time to
          time established by Landlord.

          B.   The air conditioning system referred to in this Exhibit B is
               based upon an occupancy of not more than one person per 100
               square feet of floor area, and upon a combined lighting and
               standard electrical load not to exceed 5.5 watts per square foot.
               In the event Tenant shall exceed this condition or shall
               introduce onto the Premises equipment which shall overload the
               system, and/or in any other way shall cause the

                                      B-3
<PAGE>

               systems not adequately to perform their proper functions,
               supplementary systems may at Landlord's option be provided by
               Landlord at Tenant's expense.

III.   WATER

     A.   Cold water at temperatures supplied by City of Boston water mains for
          normal drinking, lavatory and toilet purposes only from regular
          building supply at prevailing temperatures. Landlord may, at its
          expense, install a meter or meters to measure the water supplied to
          any kitchen (including dish-washing) and restaurant areas in the
          Premises, in which case Tenant shall upon Landlord's request reimburse
          Landlord for the cost of the water (including heating thereof)
          consumed in such areas and the sewer use charges resulting therefrom.

IV.    ELEVATORS

     A.   Fully automatic elevator service as designed for the use of all
          Tenants and the general public for access to and from all floors of
          the Building by passenger elevators daily from 8.00 a.m. to 6:00 p.m.
          (Saturdays to 1.00 p.m.), Sundays and holidays excepted. Reduced
          service by automatic or manually operated elevators will be provided
          at all other times. The Building is operated as a building providing
          24-hour-seven day access for its tenants, controlled during
          non-business hours. Freight elevator service shall be available in
          common with other tenants from 8.00 a.m. to 5.00 p.m. daily
          (Saturdays, Sundays and holidays excepted) and at other times at
          reasonable charges by arrangement in advance.

V.    ELECTRICAL SERVICE

     A.   Landlord shall furnish electric energy in reasonable amount for
          operation of the fixtures, appliances and equipment hereinafter
          referred to for the Electrical Energy Charge as provided in Article I
          and Section 2.10 hereof, except as hereinafter provided. If Tenant
          shall require electrical energy for use in the Premises in excess of
          such reasonable amounts to be furnished, Tenant, at Tenant's expense,
          shall, if Landlord so elects, install a separate meter(s) for all or
          any portion or portions of Tenant's electrical energy use and Tenant
          shall pay for electricity so metered. Upon the installation of such
          separate meter(s), provided the same accounts for Tenant's total
          electrical energy usage in the Premises, Tenant shall cease to be
          obligated to pay the Electrical Energy Charge attributable to any
          period thereafter.

          Landlord shall not be liable in any way to Tenant for any failure or
          defect in the supply or character of electric energy furnished on the
          Premises by reason of any requirement, act or omission of the public
          utility serving the Building with electricity. Tenant's use of
          electric energy in the Premises shall not at any time exceed the
          capacity of any of the electrical conductors and equipment in or

                                      B-4
<PAGE>

          otherwise serving the Premises. In order to insure that such capacity
          is not exceeded and to avert possible adverse effect upon the Building
          electric service Tenant shall not, without Landlord's prior written
          consent in each instance, connect to the Building electric
          distribution system any fixtures, appliances or equipment (other than
          lamps, typewriters, small computers, and similar small office machines
          which operate on a voltage not in excess of 110 and which do not
          require high levels of current) or make any alteration or addition to
          the electric system of the Premises. Should Landlord grant such
          consent, all additional risers or other equipment required therefor
          shall be provided by Landlord and the reasonable cost thereof shall be
          paid by Tenant upon Landlord' s demand.

          Landlord reserves the right to discontinue furnishing electric energy
          to Tenant in the Premises at any time upon not less than 30 days
          notice to Tenant. If Landlord shall exercise such right of
          termination, from and after the effective date of such termination
          Landlord shall not be obligated to furnish electric energy to Tenant
          and thereupon Tenant shall cease to be obligated to pay the Electrical
          Energy Charge attributable to any period thereafter. If Landlord shall
          so discontinue furnishing electric energy to Tenant, Tenant shall
          arrange to obtain electric energy directly from the public utility
          company furnishing electric service to the Building. Such electric
          energy may be furnished to Tenant by means of the then existing
          Building system feeders, risers and wiring to the extent that the same
          are available, suitable and safe for such purposes. All meters and
          additional panel boards, feeders, risers, wiring and other conductors
          and equipment which may be required to obtain electric energy directly
          from such public utility company shall be installed by Landlord at
          Tenant's expense before discontinuance of service.

          Landlord shall furnish and install at Tenant's expense all replacement
          lighting tubes, lamps, bulbs, and ballasts required in the Premises.

                                      B-5
<PAGE>

                                    EXHIBIT C

                         [diagram intentionally omitted]


                                      C-1
<PAGE>

                                    EXHIBIT D

                              RULES AND REGULATIONS

     One Boston Place is a Premier business address in Boston, as such we have
worked very hard to create the most positive environment possible for you and
your employees to conduct business in an orderly, clean and desirable premises.
We have endeavored to minimize our formal Rules and Regulations. However, in
order to maintain the positive business environment which initially attracted
you as a tenant and minimize the interference by others to your premises, we
anticipate your cooperation in observing the following Rules and Regulations
prescribed by the Owner.

     Please note that the term "Tenant" as used in these Rules and Regulations
includes its officers, agents, employees, vendors, clients and guests.

1.   After Hours Entry: Owner reserves the right after normal building hours to
     require that persons entering the Building identify themselves and
     establish their right to enter or to leave the Building.

2    Animals & Bicycles: Tenant shall not bring into the Building, or keep in or
     around the premises any animal or bicycles without the prior written
     consent of Owner (wheelchairs, seeing eye dogs and baby carriages
     excepted). Bicycle racks are provided at the rear of the property at Court
     Square.

3.   Antennas & Wires: Tenant shall not install any antenna or aerial wires, or
     radio or television equipment, or any other type of equipment, inside or
     outside of the Building, without Owner's prior approval in writing. Tenant
     may operate personal radios and/or televisions inside the premises leased
     or occupied by it, provided noise from such equipment is not audible
     outside the premises.

4.   Blind Closing: Each Tenant shall cooperate with Owner in obtaining maximum
     effectiveness of the cooling system by closing blinds or drapes when the
     sun's rays fall directly on windows of the premises leased or occupied by
     Tenant.

5.   Building Image: Tenant shall not advertise the business, profession or
     activities of Tenant in any manner which violates the letter or spirit of
     any code of ethics adopted by any recognized association or organization,
     or use the name of the Building for any purpose other than that of the
     business address of Tenant, or use any picture or likeness of the Building
     or the Building name or logo in any letterheads, envelopes, circulars, or
     notices, without Owner's expressed consent in writing, which consent may be
     unreasonably withheld.

6.   Entrance Obstruction: Tenant shall not block or obstruct any of the public
     sidewalk entries, parking areas or courtyards adjacent to the Building,
     passageways, doors,

                                      D-1
<PAGE>

     corridors, elevators, elevator doors, freight elevator lobbies, hallways or
     stairways of the Building. Tenant shall not place, empty, or throw any
     rubbish, litter, trash or material of any nature into such areas, or permit
     such areas to be used at any time except for entrance or egress of Tenant.

7.   Finish Materials: All carpets, fabrics and furniture purchased for premises
     leased or occupied by Tenant shall conform to local and state fire codes.

8.   Flammable Fluids: Tenant shall not bring into the premises or the Building
     any inflammable fluids or explosives without written permission of the
     Owner.

9.   Glass Panel Doors: Glass panel doors that reflect or admit light into the
     passageways or into any place in the Building shall not be covered or
     obstructed by Tenant. Tenant shall not permit, erect or place drapes,
     furniture, fixtures, shelving, display cases or tables, lights, signs or
     advertising devices in front of or in proximity of interior or exterior
     windows, glass panels, or glass unless the same shall have first been
     approved by Owner.

10.  Hand trucks: Any Hand trucks used in any space or public halls of the
     Building, either by Tenant or by jobbers or others, in the delivery or
     receipt of merchandise, shall be equipped with rubber tires and safeguards.

11.  Laborers: If Tenant employees laborers or others outside of the Building,
     its employees shall not be paid in the Building, but Tenants shall arrange
     to pay its payrolls elsewhere.

12.  Life Safety: Life Safety awareness is of utmost importance at One Boston
     Place. Tenants shall assign life safety coordinators for the purpose of
     lessening with Building management regarding life safety issues. All
     Tenants shall actively participate in life safety program in the Building.

13.  Large Item Disposal: Tenant shall have the responsibility of disposing of
     crates, boxes, etc., which will not fit into office wastepaper baskets and
     other unusual waste. In no event shall Tenant set such items in public
     hallways or other areas of the Building, except within the premises leased
     or occupied by Tenant, for disposal. If Tenant wishes to dispose of such
     items prior to 6:00 p.m., it may do so by calling the Management office to
     arrange for porter service.

14.  Locks: No additional locks shall be placed on any door in the Building
     which are incompatible with the master keying system. Owner will keep
     passkey to all leased or occupied premises. All tenant keys shall be
     returned to the Owner promptly upon termination of each lease.

                                      D-2
<PAGE>

15.  Material Movement: The movement of furniture, equipment, machines,
     merchandise or material within, into or out of the leased premises and the
     Building shall be restricted to time, method and routing as determined by
     Owner upon request from Tenant, and Tenant shall assume all liability and
     risk to property, the premises leased or occupied by it, and the Building
     in such move.

16.  Owner's Reservation of Rights: Owner reserves the right to rescind, alter
     or waive any rule or regulation at any time prescribed for the Building
     when, in its judgment, it deems it necessary, desirable or proper for its
     best interest and for the best interests of Tenants, and no alteration or
     waiver of any rule or regulation in favor of one Tenant shall operate as an
     alteration or waiver in favor of any other Tenant. Owner shall not be
     responsible to any Tenant for the non-observance or violation by any other
     Tenant or any of the rules or regulations at any time prescribed for the
     Building.

17.  Plumbing Systems: The plumbing facilities, lavatories and janitor closets
     shall not be used for any other purposes than for which they are
     constructed, respectively, and no rubbish, rags, sweeping, and/or any other
     harmful damaging or foreign substance of any kind shall be thrown in them,
     and the expense or any breakage, stoppage, or damage resulting from a
     violation of this provision shall be borne by Tenant.

18.  Premises Infestation: If the premises become infested with vermin due to
     Tenant deliveries or acts or omissions of Tenant, Tenant at its sole cost
     and expense, shall cause such premises to be exterminated from time to
     time, to the satisfaction of Owner and shall employ such exterminators as
     shall be approved by Owner any musical or sound-producing instruments or
     devices which may be heard outside the leased premises or the Building, or
     which may emanate electrical waves which will impair radio or television
     reception from or in the Building.

20.  Recycling: The State of Massachusetts has various laws and restrictions
     regarding the environmentally prudent removal and disposal of trash and
     recyclable materials. These rules apply to the "generators" of these
     materials. The Building has a recycling program in place in order to insure
     the "generators", e.g., tenants, can comply with the various requirements
     and restrictions. Each Tenant shall cooperate with the Building by
     participating in the program.

21.  Roof Access: Admittance to the roof of the Building is done only upon the
     written consent of Owner.

22.  Sales or Auctions: No space in the Building shall be used for
     manufacturing, public sales or auctions.

23.  Communications Cabling: If Tenant desires communications cabling, alarm or
     other utility or service connections installed or changed, such work shall
     be done at the expense of Tenant, with the prior written approval and under
     the direction of the

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     Owner. All cables and other wiring must be labeled to identify it as
     Tenant's and all cables and other wiring in vertical chases and the like
     must be removed by Tenant upon the termination of the Lease.

24.  Signs & Advertising: No sign, door plaque, advertisement or notice shall be
     displayed, painted or affixed by Tenant in or on any part of the outside or
     inside of the Building without prior written consent of Owner.

25.  Smoke Free: One Boston Place is a smoke free building. Smoking is
     prohibited in the Building lobby and other common areas, all elevators,
     rest rooms and in the elevator lobby on each floor (even if such floor is
     occupied by only one Tenant).

26.  Soliciting & Peddling: Canvassing, soliciting, peddling, and distribution
     of handbills and other advertising material in the Building is prohibited.
     Tenant shall cooperate to prevent the same and shall promptly report such
     activities to the Management Office.

27.  Weapons: Owner has the right, but not the obligation, to restrict Tenant
     from bringing into the Building, or keeping on the premises, any weapon
     including but not limited to firearms, knives and similar items.

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Source: OneCLE Business Contracts.