Exhibit 10.3 AMENDED AND RESTATED STANDARD FORM COMMERCIAL LEASE THIS AMENDED AND RESTATED STANDARD FORM COMMERCIAL LEASE (this "Lease"), is dated as of February 18, 2004, in which the LESSOR and LESSEE are the parties hereinafter named, and which...

Exhibit 10.3

AMENDED AND RESTATED
STANDARD FORM COMMERCIAL LEASE

THIS AMENDED AND RESTATED STANDARD FORM COMMERCIAL LEASE (this "Lease"), is
dated as of February 18, 2004, in which the LESSOR and LESSEE are the parties
hereinafter named, and which relates to space in the building (the "Building")
located at 00 Xx. Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx. The parties to this
instrument hereby agree with each other as follows:

1. BASIC LEASE PROVISIONS: The following set forth basic data and, where
appropriate, constitute definitions of the terms hereinafter listed:

A. BASIC DATA.

LESSOR: OMV Associates Limited Partnership, a Massachusetts
limited partnership

LESSOR'S Address: c/o Capital Properties Management, Inc., 00
Xxxxx Xxxxx Xxxxxx, Xxxxxx, XX 00000

LESSEE: The First Marblehead Corporation.

LESSEE'S Original Address: The Prudential Tower, 000 Xxxxxxxx
Xxxxxx - 00xx Xxxxx, Xxxxxx, XX 00000-0000

LESSEE'S Notice Address (Section 20): The Prudential Tower, 000
Xxxxxxxx Xxxxxx - 00xx Xxxxx, Xxxxxx, XX 00000-0000, Attn: Chief
Operating Officer.

Premises Rentable Area: Agreed to be: (i) 45,500 rentable square
feet located on the sixth floor of the Building as more particularly
identified on Exhibit A ("Space A"); (ii) 45,500 rentable square feet
located on the fourth floor of the Building as more particularly
identified on Exhibit A ("Space B"); and (iii) 7,272 rentable square
feet located on the fifth floor of the Building as more particularly
identified on Exhibit A ("Space C"). The total rentable area in the
Building leased to LESSEE pursuant to this Lease, all as more
particularly identified on Exhibit A, is agreed to be 98,272 rentable
square feet (the "Premises").

Basic Rent (as the same may be adjusted and/or abated in
accordance with the terms and conditions of this Lease):

Subject to Section 4, commencing as of the Commencement Date and
continuing to April 30, 2009:

Basic Rent Rate Per Monthly
Space Rentable Square Foot Annual Basic Rent Installments

Space A $ 29.50 / rsf $ 1,342,250.00 $ 111,854.17
Space B $ 29.50 / rsf $ 1,342,250.00 $ 111,854.17
Space C $ 20.00 / rsf $ 145,440.00 $ 12,120.00
------- -------------- --------------- ------------
Total Premises ---- $ 2,829,940.00 $ 235,828.34

Commencing on May 1, 2009, and continuing to April 30, 2014:

Basic Rent Rate Per Monthly
Space Rentable Square Foot Annual Basic Rent Installments

Space A $ 34.50 / rsf $ 1,569,750.00 $ 130,812.50
Space B $ 34.50 / rsf $ 1,569,750.00 $ 130,812.50
Space C N/A N/A N/A
------- --- --- ---
Total Premises ---- $ 3,139,500.00 $ 261,625.00

Permitted Uses: General Office, call center, and related uses.

Escalation Factor: 22.05%, as computed in accordance with the
Escalation Factor Computation, which shall be adjusted to 20.41% if
LESSEE exercises its termination option set forth in Section 39. To
the extent the size of the Premises changes pursuant to this Lease,
the Escalation Factor shall be adjusted accordingly.

Initial Term:

Space A and B: Ten (10) years and one (1)
month commencing on the Commencement Date and expiring on April
30, 2014.

Space C: Five (5) years and one (1) month
commencing on the Commencement Date and expiring on April 30,
2009.

Security Deposit: None.

Base Operating Expenses: The Operating Expenses for the
calendar year commencing January 1, 2004 and ending December 31,
2004.

Base Taxes: The actual real estate taxes assessed against
the Property for the Tax Year commencing July 1, 2004 and ending
June 30, 2005.

Electricity Cost: LESSEE shall pay for all electricity usage
associated with electrical outlets, lighting and ordinary office
equipment in Space A and Space B directly to the local provider
for the Building. LESSOR represents to LESSEE that there are
separate, direct meters that measure electricity for only Space A
and for only Space B. LESSEE shall pay LESSOR with each monthly
installment of Basic Rent a sum on account of LESSEE'S use of
electricity within Space C for electrical outlets, lighting and
ordinary office equipment, which monthly sum is equal to 1/12th
of the product of $1.50 multiplied by the rentable square footage
of Space C per annum (the "Electrical Factor"). The Electrical
Factor is subject to change upon prior written notice to LESSEE
in the event there is a change (decrease or increase) in the
electrical rates paid by LESSOR after the date of this Lease.

Broker: Space A: Xxxxxxxx & Grew and Codman Company
Space B: Xxxxxxxx Xxxx, Codman Company and CBRE
Xxxxx - New England
Space C: Codman Company

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B. ADDITIONAL DEFINITIONS.

Agent: Capital Properties Management, Inc., 00 Xx. Xxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.

Business Days: 8:00 a.m. - 6:00 p.m. Monday through Friday
and Saturday 9:00 a.m. through 1 p.m. except New Year's Day,
President's Day, Patriot's Day, Memorial Day, Independence Day,
Labor Day, Columbus Day, Veterans' Day, Thanksgiving Day,
Christmas Day (and the following Monday when any such day occurs
on Sunday). Unless specifically referred to herein as Business
Days, all references in this Lease to "days" shall mean calendar
days.

Commencement Date: April 1, 2004

Common Areas: The lobbies, hallways, stairways, elevators,
lavatories, and other portions of the Building and intended for
common use by the lessees thereof.

Escalation Factor Computation: Rentable Area of the Premises
divided by the Building's rentable area (445,765 square feet).

Guarantor: [Intentionally deleted in original]

Initial Public Liability Insurance: $3,000,000.00 per
occurrence (combined single limit) for property damage, personal
injury or death.

Property: The real property on which the Building is located
and the Building and other improvements constructed thereon.

Extended Terms: As defined in Section 35.

Expansion Space: As defined in Section 36.

First Offer Space: As defined in Section 37.

2. PREMISES. A portion of the Building consisting of approximately 98,272
SQUARE FEET OF RENTABLE AREA ON THE FOURTH, FIFTH AND SIXTH FLOORS OF THE
BUILDING AND SUBSTANTIALLY KNOWN AS SUITES 401, 550 & 601, as more particularly
identified on the plan attached hereto as Exhibit A, together with the right to
use in common, with others entitled thereto, the Common Areas. LESSEE shall have
access to the Premises twenty-four (24) hours a day, seven (7) days a week,
subject to LESSOR'S security access controls.

3. TERM. The Initial Term of this Lease shall be as set forth in Section 1.A.
The Initial Term, together with any Extended Term, is sometimes referred to
herein as the "Term."

4. BASIC RENT. LESSEE shall pay to LESSOR Basic Rent at the rate described in
Section 1 of this Lease, payable in advance on the first day of each month
without deduction or set off, except as otherwise provided in this Lease,
commencing on the Commencement Date; provided, however, Basic Rent attributable
to 33,500 rentable square feet of Space B shall commence on June 1, 2004, and
Basic

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Rent attributable to the remaining 12,000 rentable square feet of Space B shall
commence on January 1, 2005.

5. SECURITY DEPOSIT. [Intentionally Omitted in Original].

6. ADDITIONAL RENT.

A. TAX. If, in any tax year, the real estate taxes on the land and
buildings, of which the Premises are a part, are in excess of the amount of the
Base Taxes, as finally abated (hereinafter called the "Base Year"), LESSEE will
pay to LESSOR, as additional rent hereunder, an amount equal to the product of
the excess multiplied by the Escalation Factor. Said payment shall be made by
LESSEE within thirty (30) days after LESSEE'S receipt of a (i) written statement
from LESSOR calculating the amount due, and (ii) a copy of the real estate tax
xxxx received by LESSOR for the tax year in question. Any such statement by
LESSOR shall be binding and conclusive upon LESSEE unless, within ninety (90)
days after that giving by LESSOR of such statement, LESSEE shall notify LESSOR
that either (i) LESSEE disputes the correctness of such statement, specifying
the particular respects in which the statement is claimed to be incorrect, or
(ii) LESSEE elects to exercise its audit rights under this Lease. If the LESSOR
obtains an abatement of any real estate taxes for any year within the Term,
LESSOR shall recalculate the amount that would have been due from LESSEE for
said tax year. If such amount is less than the amount actually paid by LESSEE
for said tax year, then LESSOR shall refund to LESSEE such excess payment, after
deducting therefrom LESSEE'S share (based on the Escalation Factor) of
reasonable fees and costs incurred in obtaining the same, if any.
Notwithstanding the foregoing, "real estate taxes" hereunder shall exclude all
municipal, state or federal income, capital levy, estate, succession, gift,
inheritance, death or franchise taxes, and any late fees or late interest paid
by LESSOR in connection with any failure to timely pay real estate taxes.

B. OPERATING EXPENSES. If, in any calendar year, the Operating Expenses
(as herein defined) for the Property, are in excess of the Base Operating
Expenses, LESSEE will pay to LESSOR, as additional rent hereunder, an amount
equal to the product of the excess multiplied by the Escalation Factor. Said
payment shall be made by LESSEE within thirty (30) days after LESSEE'S receipt
of a written statement from LESSOR itemizing the Operating Expenses for the
calendar year in question, and calculating the amount due. Operating Expenses
are defined for the purposes of this Lease as: the aggregate costs or expenses
reasonably incurred by LESSOR with respect to the operation, administration,
cleaning, repair, maintenance and management of the Property, including, without
limitation, those items enumerated in Exhibit C attached to this Lease, subject,
however, to the exclusions also enumerated in Exhibit C. Any such accounting by
LESSOR shall be binding and conclusive upon LESSEE unless within ninety (90)
days after that giving by LESSOR of such statement, LESSEE shall notify LESSOR
that either (i) LESSEE disputes the correctness of such accounting, specifying
the particular respects in which the accounting is claimed to be incorrect, or
(ii) LESSEE elects to exercise its audit rights under this Lease. For the
purposes of calculating the Operating Expenses for any calendar year during the
term of this Lease, including the calculation of the Base Operating Expenses,
LESSOR agrees that those costs and expenses that fluctuate based on occupancy
levels shall be calculated as if the Building was 95% occupied for any calendar
year in which the actual occupancy of the Building is less than 95%.

C. PAYMENT. At LESSOR'S option, payment of Additional Rent shall be on a
monthly basis based on LESSOR'S good faith estimate of the real estate taxes and
Operating Expenses for the following year. Following the end of each tax and
calendar year, LESSOR shall provide LESSEE with a reconciliation detailing the
total real estate taxes or Operating Expenses paid by LESSOR for the period in
question and calculating the amount due from LESSEE. If the estimated payments
are less than the

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actual amount due from LESSEE, LESSEE shall pay the additional amount within
thirty (30) days after its receipt of the reconciliation. If the estimated
payments are greater than the actual amount due from LESSEE, LESSOR shall credit
to LESSEE the amount of the over payment against the installment(s) of Basic
Rent and Additional Rent next succeeding LESSEE'S receipt of the reconciliation.
In connection with any real estate tax reconciliation submitted by LESSOR,
LESSOR shall attach thereto a copy of the real estate tax xxxx received by
LESSOR for the tax year in question. Any reconciliation submitted by LESSOR
shall be binding and conclusive upon LESSEE unless, within ninety (90) days
after that giving by LESSOR of such reconciliation, LESSEE shall notify LESSOR
that LESSEE disputes the correctness of such reconciliation, specifying the
particular respects in which the reconciliation is claimed to be incorrect and
whether LESSEE elects to exercise its audit rights under this Lease. The
obligations of LESSOR and LESSEE under this Section 6.C shall survive the
expiration or earlier termination of this Lease.

D. AUDIT. In the event LESSEE elects to audit LESSOR'S statement or
reconciliation of Operating Expenses or statement of real estate taxes in
accordance with this clause, such audit must be (i) conducted by an independent
nationally recognized accounting firm that is not being compensated by LESSEE on
a contingency fee basis, and (ii) completed within ninety (90) days following
LESSEE'S notice disputing the correctness of the statement of Operating
Expenses. In lieu of employing a nationally recognized accounting firm, LESSEE
may employ a nationally recognized real estate consultant approved by LESSOR,
which approval may not be unreasonably withheld by LESSOR. If the audit
discloses that LESSEE'S Additional Rent has been overstated, LESSOR shall revise
the applicable components of the Additional Rent and, at LESSEE'S direction,
shall either credit the overpayment made by LESSEE against the installments of
Basic Rent and Additional Rent next succeeding the completion of such audit or
refund the overpayment to LESSEE within thirty (30) days of the completion of
such audit. Furthermore, all of the information obtained through the LESSEE'S
audit with respect to financial matters (including, without limitation, costs,
expenses, income) and any other matters pertaining to the LESSOR and/or the
Property as well as any compromise, settlement, or adjustment reached between
LESSOR and LESSEE relative to the results of the audit shall be held in strict
confidence by LESSEE and its officers, agents, and employees; and LESSEE shall
cause its auditor or consultant and any of its officers, agents, and employees
to be similarly bound. As a condition precedent to LESSEE'S exercise of its
right to audit, LESSEE must deliver to LESSOR a signed confidentiality agreement
from the auditor or the consultant (in form acceptable to LESSOR and LESSEE)
that provides that such information shall be held in strict confidence and shall
not be revealed in any manner to any person except upon the prior written
consent of LESSOR. Notwithstanding the foregoing, LESSOR agrees that such
information may be disclosed to LESSEE'S advisers, consultants, and attorneys on
a "need to know" basis, and may be disclosed by LESSEE in connection with any
suit, proceeding or arbitration or other dispute resolution procedure relating
to the amount due from LESSEE under this Section 6. LESSEE understands and
agrees that this provision is of material importance to the LESSOR and that any
violation of the terms of this provision shall result in immediate and
irreparable harm to the LESSOR. LESSOR shall have all remedies allowed by law or
equity if LESSEE, its officers, agents, or employees and/or the auditor violate
the terms of this provision.

7. UTILITIES.

A. LESSEE shall pay, as they become due, all bills for electricity and
other utilities that are furnished to the Premises and presently separately
metered. Electricity furnished to portions of the Premises not separately
metered shall be provided subject to a watt load of six (6) xxxxx for lighting
such space and for the operation of ordinary office equipment (the "Anticipated
Usage Level"). LESSOR agrees (i) to provide all other utility service to the
Premises, (ii) to furnish reasonably hot and cold water and reasonable heat and
air conditioning to the Premises, the hallways, stairways, elevators, and
lavatories

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during normal building business hours on regular Business Days as is reasonably
required to maintain a reasonably comfortable temperature (68 degrees to 74
degrees Fahrenheit so long as the outside temperature does not exceed 95
degrees), (iii) to furnish elevator service, (iv) to light passageways,
stairways, and other common areas during business hours, (v) to furnish security
in the main lobby of the Building at all times, and (vi) to furnish janitorial
and cleaning service to the Premises in accordance with the specifications
attached hereto as Exhibit F, all subject to interruption due to any accident,
to the making of repairs, alterations, or improvements, to labor difficulties,
to inability to obtain fuel, electricity, service, or supplies from the sources
from which they are usually obtained for said building, or to any cause beyond
the LESSOR'S control. LESSOR shall use commercially reasonable efforts to
restore any interruption of service in a commercially reasonable period of time.

X. XXXXXX shall have no obligation to provide utilities or equipment
other than the utilities and equipment within the Premises as of the
Commencement Date. In the event LESSEE requires additional utilities or
equipment, the installation and maintenance thereof shall be the LESSEE'S sole
obligation, provided that such installation shall be subject to the written
consent of the LESSOR.

X. XXXXXX reserves the right to install separate meters to register the
electricity usage in Space C, and in such event LESSEE shall pay for the cost of
utility usage as metered and thereafter LESSEE shall not be required to pay
those Operating Expenses otherwise attributable to such metered electricity
usage. If LESSOR notifies LESSEE within thirty (30) days following the date of
the installation of such meter that LESSEE'S consumption as metered exceeds the
Anticipated Usage Level, then LESSEE shall promptly, within 20 days of demand,
reimburse LESSOR for the cost of installation of meters and the maintenance and
repair thereof. In any event, LESSOR may require LESSEE to reduce its
consumption to the Anticipated Usage Level.

8. USE OF LEASED PREMISES. The LESSEE agrees to use the Premises in a manner
consistent with the nature of the Building. The LESSEE shall use the Premises
only for the purposes listed in Section 1 of this Lease.

9. COMPLIANCE WITH LAWS. The LESSEE acknowledges that no trade or occupation
shall be conducted in the Premises or use made thereof which will be unlawful,
unreasonably noisy or offensive, or contrary to any law or any municipal by-law
or ordinance in force in the city or town in which the Premises are situated.
LESSEE agrees to comply with all such laws to the extent such compliance relates
to any alterations or additions made to the Premises by LESSEE or to the
specific manner in which LESSEE is using the Premises (as compared to the uses
of the Premises as specified in Section 1A of this Lease); and LESSOR agrees to
comply with all such laws to the extent LESSEE is not obligated to do so under
the terms of this Section 9. LESSOR makes no representation that uses
contemplated by the LESSEE are permitted by law, but LESSOR represents to LESSEE
that the Premises is zoned for General Office Use.

10. FIRE INSURANCE.

A. (i) LESSEE shall not permit any use of the Premises which will make
voidable any insurance on the property of which the Premises are a part, or on
the contents of said property or which shall be contrary to any law or
regulation from time to time established by the New England Fire Insurance
Rating Association, or any similar body, succeeding to its powers. LESSOR
acknowledges and agrees that the use of the Premises for the Permitted Uses does
not violate the provisions of the immediately preceding sentence.

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(ii) The parties hereto acknowledge that, as of the date of this
Lease, asbestos containing material ("ACM") exists within Space B, and that
LESSOR shall xxxxx certain of the ACM as explicitly set forth in Exhibit H, as
well as may be required in connection with the performance of LESSOR'S other
work as set forth in Exhibit H. LESSEE shall not cause or permit the storage,
use, generation, release or disposition of any hazardous materials in, on or
about the property first existing after the date hereof by LESSEE, its agents,
employees or contractors, other than customary office supplies in customary
quantities. LESSEE will not permit the Premises to be used or operated in a
manner that may cause the Premises or the Property to be contaminated by any
hazardous materials in violation of any hazardous materials laws, including the
exposure or disturbance of any ACM not subject to abatement by LESSOR pursuant
to Exhibit H. LESSEE will immediately advise LESSOR in writing of (1) any and
all enforcement, cleanup, remedial, removal, or other governmental or regulatory
actions instituted, completed, or threatened by or against LESSEE pursuant to
any hazardous materials laws relating to any hazardous materials affecting the
Premises; and (2) all claims made or threatened by any third party against
LESSEE, LESSOR, the Premises or the Property which LESSEE has knowledge of
relating to damage, contribution, cost recovery, compensation, loss or injury
resulting from any hazardous materials on or about the Premises. Without
LESSOR'S prior written consent, LESSEE will not take any remedial action or
enter into any agreement or settlements in response to the presence of any
hazardous materials in, on, or about the Premises. Any ACM abatement, other than
as set forth in Exhibit H or as required in connection with LESSOR'S performance
of the work set forth in Exhibit H, necessitated as a result of LESSEE'S use,
improvement of, alteration to or work in, the Premises, including, without
limitation, the construction of the Work ("Additional ACM Work") shall be
performed by LESSOR, and LESSEE shall promptly reimburse LESSOR for all such
costs and expenses incurred by LESSOR in connection with any Additional ACM
Work.

B. LESSEE will be solely responsible for and will defend, indemnify and
hold LESSOR, its agents, and employees harmless from and against all claims,
costs, expenses, damages, and liabilities, including employees harmless from and
against all claims, costs expenses, damages and liabilities, including
reasonable attorneys' fees and costs, arising out of or in connection with
LESSEE'S breach of the environmental provisions of this Section 10. LESSEE will
be solely responsible for and will defend, indemnify, and hold LESSOR, its
agents, and employees harmless from and against any and all claims, costs, and
liabilities, including reasonable attorneys' fees and costs, arising out of or
in connection with the removal, cleanup and restoration work and materials
necessary to return the Premises and any other property of whatever nature
located on the Property to their condition existing prior to the appearance of
LESSEE'S hazardous materials on the Premises. LESSEE'S obligations under this
Section 10 will survive the expiration or other termination of this Lease.

C. The LESSEE shall not use the Premises in any way that is inconsistent
with the Permitted Use, which will cause an extra insurance premium. However, in
the event that LESSEE does so, the LESSEE shall, on demand, reimburse the LESSOR
all extra insurance premiums solely attributed to use of the Premises by
LESSEE'S use of the Premises.

11. MAINTENANCE OBLIGATIONS. The LESSEE agrees to maintain the Premises, in
good condition, damage by fire and other casualty, and ordinary wear and tear
only excepted, and whenever necessary, to replace interior plate glass.

A. LESSEE'S OBLIGATIONS. The Premises are now in good condition and the
glass whole. The LESSEE shall not permit the Premises to be overloaded, damaged,
stripped, or defaced, nor suffer any waste. LESSEE shall obtain written consent
of LESSOR prior to placing any sign on the Premises that is visible from the
exterior of the Premises. The LESSEE shall keep and maintain the Premises in
good order and repair at its own expense unless such maintenance is LESSOR'S
obligation

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under the terms of this Lease. The LESSOR shall at LESSEE'S expense and upon
LESSEE'S request, furnish and install all replacement lamps, lighting tubes,
bulbs and ballasts which may be required in the Premises during the terms
hereof.

X. XXXXXX'X OBLIGATIONS. The LESSOR agrees to maintain the structure of
the Building (including, without limitation, the roof, the exterior walls, the
exterior windows and doors, the structural components, and the foundation), the
Common Areas, the building systems (including, without limitation, the plumbing,
electrical, mechanical, sprinkler, and fire safety systems), and the elevators
in good condition and in a manner consistent with similar buildings in Boston,
Massachusetts, reasonable wear and tear, damage by fire and other casualty only
excepted, unless such maintenance is required because of the acts of LESSEE or
those for whose conduct the LESSEE is legally responsible, then LESSEE agrees to
reimburse LESSOR for the reasonable cost thereof, subject to the mutual waiver
of subrogation provisions of this Lease. LESSOR shall never be liable for any
failure to make repairs unless LESSEE has given notice to LESSOR of the need to
make such repairs and LESSOR has failed to commence to make such repairs within
a reasonable time after receipt of such notice, or fails to proceed with
reasonable diligence to complete such repairs. If, due to an event beyond
LESSOR'S reasonable control, there is an interruption of any of the above
services or any other services provided for in the Lease and such interruption
continues for more than five (5) Business Days, such that as a result the
Premises are rendered untenantable or unusable thereby, an appropriate
proportion of the Basic Rent shall be abated to the extent that LESSEE'S use of
the Premises is diminished by such interruption until such services are
restored.

12. ADDITIONS & ALTERATIONS. LESSEE shall not make structural alterations or
additions to the Premises or the building's systems, but may make non-structural
alterations provided LESSOR consents thereto in writing, which consent shall not
be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing,
LESSEE shall have the right to paint, recarpet and perform other cosmetic-type
alterations without obtaining LESSOR'S prior written consent; provided, however,
in connection with such cosmetic-type alterations, LESSEE agrees to notify
LESSOR of such alterations at least five (5) Business Days before the
commencement of such alterations. All such allowed alterations shall be at
LESSEE'S expense and shall be in quality at least equal to the present
construction. The conditions and limitations applicable to LESSEE'S early access
to Space B to perform the Work (as defined in Exhibit B) as set forth in Section
2(ii) of Exhibit B shall also apply to the construction, installation or
performance of any alterations or additions to the Premises that require
LESSOR'S prior consent. LESSEE shall not permit any mechanics' liens, or similar
liens, to remain upon the Premises for labor and material furnished to LESSEE or
claimed to have been furnished to LESSEE in connection with work of any
character performed or claimed to have been performed at the direction of LESSEE
and shall cause any such lien to be released of record promptly without cost to
LESSOR. If such lien is not discharged within fifteen (15) days after LESSEE has
notice or knowledge of such filing of such lien, LESSEE shall furnish LESSOR,
within such fifteen (15) day period, security satisfactory to LESSOR in the
amount of 120% of the claim plus estimated costs to discharge the lien. Any
alterations or improvements made by the LESSEE (other than movable trade
fixtures not attached to the Premises, partitions, and office equipment) shall
become the property of the LESSOR at the termination of occupancy as provided
herein, and LESSEE shall have no obligation to remove the same.

13. ASSIGNMENT & SUBLEASING.

A. LESSEE shall not assign or sublet the whole or any part of the
Premises without LESSOR'S prior written consent, such consent shall not be
unreasonably withheld or conditioned. Notwithstanding such consent, LESSEE shall
remain liable to LESSOR for the payment of all rent and for the full performance
of the covenants and conditions of this Lease. If SUBLESSEE or ASSIGNEE is

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paying rent at an amount greater than in this Lease, then 50% of the amount
over, net of construction, tenant allowance, brokerage, architectural and
attorney costs, as well as net of other similar, customary costs reasonably
approved by LESSOR, shall be due to LESSOR as and when received by LESSEE. If an
assignment or sublease is terminated, LESSEE shall pay to LESSOR 50% of any
profit derived from the value of any security deposit, money, personal property,
stock, or equity that LESSEE receives as a result of the terminated assignment
or sublease. No assignment or sublease shall release LESSEE from, and LESSEE
shall remain fully liable for, performance of LESSEE'S obligations under the
lease. LESSEE shall not be permitted to sublease or assign to a tenant of the
Building or to a prospective tenant of the Building if there is space in the
Building that is then available for leasing that satisfies the square footage
and lease term requirements of said tenant or prospective tenant. For the
purposes of this Section, the term "prospective tenant" shall mean (i) any
person or entity to whom LESSOR has submitted, or from whom LESSOR has received,
a bona fide written proposal to lease space in the Building that is dated within
thirty (30) days of the date of LESSEE'S sublease or assignment proposal, or
(ii) any person or entity that is actively negotiating a letter of intent or a
lease with LESSOR. LESSEE shall not sublease more than 20% below the Net
Economic Value (as defined in Section 37.C) of the then fair market rental value
of such space, without LESSOR'S prior written consent, which consent shall not
be unreasonably withheld or conditioned. LESSEE shall not sublease or assign to
any tenant whereby the sublessee or assignees use violates the exclusive use of
any tenant at the Building.

B. If LESSEE requests LESSOR'S consent to a specific assignment or
sublease, LESSEE will submit in writing to LESSOR (i) the name and address of
the proposed assignee or subtenant; (ii) the business terms of the proposed
assignment or sublease; (iii) reasonably satisfactory information as to the
nature and character of the business of the proposed assignee or subtenant, and
as to the nature of its proposed use of the space; (iv) reasonable banking,
financial, or other credit information reasonably and character of the proposed
assignee or subtenant; (v) the proposed form of assignment (including lease
assumption provisions) or sublease; and (vi) any other information reasonably
required by LESSOR. Within twenty (20) days after receipt of all of such
information, LESSOR shall notify LESSEE in writing whether LESSOR consents to
the proposed assignment or sublease, or does not consent to the proposed
assignment or sublease, or, if applicable, elects to exercise its recapture
right under Section 13.C. If LESSOR consents to the proposed assignment or
sublease, such notice shall include LESSOR'S execution or waiver of its
termination right under Section 13.C.

C. Notwithstanding anything to the contrary contained in this Section 13,
in the event of an assignment of this Lease or a sublease of more than 30,000
rentable square feet of the Premises for a term co-terminus with the Term
applicable to the subleased space, then, in addition to any rights contained
herein, LESSOR may, at its sole discretion, give LESSEE written notice, within
the twenty (20) day period set forth in Section 13.B, of LESSOR'S election to
recapture the entire Premises in the case of an assignment, or to recapture the
portion of the Premises being sublet in the case of a sublease. Such recapture
shall be effective as of the effective date of the proposed assignment or the
proposed sublease, as the case may be, as set forth in LESSEE'S letter
requesting such consent to such assignment or sublease. From and after the
effective date of the recapture, LESSEE'S right to possession of such portion of
the Premise recaptured shall cease and this Lease shall thereupon be terminated
as to such portion recaptured, and the parties hereto shall have no further
rights or obligations under this Lease with respect to such recaptured space
thereafter other than those obligations under this Lease of which Tenant is in
default or that by their terms survive the termination of this Lease of such
recaptured space.

X. XXXXXX consents to an assignment of this Lease or to a sublease of all
or part of the Premises to one or more wholly-owned subsidiary of LESSEE
(specifically, First Marblehead Education Resources, Inc. and XXXX Marketing
Services, Inc.) or the parent of LESSEE or to any corporation into or with which
LESSEE may be merged or consolidated (collectively, "Affiliates") and to a
sublease of not

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more than 10,000 rentable square feet to The Education Resources Institute,
Inc.; provided that (a) LESSEE promptly provides LESSOR with a fully executed
copy of such assignment or sublease; (b)LESSEE is not released from liability
under this Lease; and (c) the assignee assumes in writing all of the obligations
of LESSEE under this Lease. In connection with any of the foregoing permitted
assignments or subleases, LESSOR acknowledges that LESSOR'S rights under Section
13(B) and 13(C) shall not apply and LESSOR shall not be entitled to collect any
excess rent.

14. SUBORDINATION. This Lease shall be subject and subordinate to any and all
mortgages, deeds of trust and trust and other instruments in the nature of a
mortgage, now or at any time hereafter, a lien or liens on the Property
(collectively, a "Mortgage"), and the LESSEE shall, when requested, promptly
execute and deliver such written instruments as shall be necessary to show the
subordination of this lease to such Mortgage provided LESSOR has obtained and
delivered to LESSEE the written agreement of the holder of such Mortgage, in a
form reasonably satisfactory to LESSEE, which provides that so long as LESSEE is
not in default under this Lease (after the giving of any applicable notice and
the expiration of any applicable cure period), (i) this Lease and LESSEE'S
rights hereunder shall not be disturbed or interrupted in the event of the
exercise of any of such holder's rights under said Mortgage, including any
foreclosure or sale of the Building, and (ii) LESSEE shall not be made party to
any action or proceeding to enforce any rights or remedies thereunder brought by
said holder, unless required by law, in which event no affirmative relief shall
be sought against LESSEE in such action or proceeding. In the event there is any
Mortgage as of the date of this Lease, LESSOR agrees to obtain the aforesaid
non-disturbance agreement from the holder thereof within ninety (90) days
receipt of LESSEE'S written request for said agreement. LESSOR hereby represents
to LESSEE that there is no ground lease or master lease affecting the Property
or the Building as of the date of this Lease.

15. LESSOR'S ACCESS. The LESSOR or agents of the LESSOR may, at reasonable
times and with reasonable notice, enter to inspect the Premises; exhibit the
Premises to prospective purchasers, Lenders, or during the last twelve (12)
months, tenants; determine LESSEE'S compliance with the Lease; remove placards
and signs not approved and affixed as herein provided, and make repairs and
alterations to the Premises and Property as LESSOR should elect to do. In
exercising any of the foregoing rights, LESSOR shall take all commercially
reasonable measures to minimize the disruption to or interference with LESSEE'S
use and occupancy of the Premises. LESSOR shall use commercially reasonable
efforts to provide LESSEE with notice prior to entering the Premises after
normal business hours.

16. INDEMNIFICATION AND LIABILITY.

A. Subject to the mutual waiver of subrogation provisions of this Lease,
LESSEE shall defend, indemnify and hold LESSOR harmless from and against all
claims, demands, causes of action, liabilities, losses, costs and expenses
(collectively, "Claims") arising from or in connection with loss of life, bodily
injury, property damage or other damage to any person or property resulting from
the breach of this Lease, gross negligence or willful misconduct of LESSEE or
LESSEE'S employees, agents, contractors, representatives or licensees, except to
the extent LESSOR is compensated by proceeds of insurance maintained by LESSOR
or LESSEE. LESSEE shall in no event be liable to LESSOR for indirect or
consequential damages or for Claims caused by the negligence of LESSEE or its
employees, agents, contractors, representatives or licensees.

B. Subject to the mutual waiver of subrogation provisions of this Lease,
LESSOR shall defend, indemnify and hold LESSEE harmless from and against all
Claims arising from or in connection with loss of life, bodily injury, property
damage or other damage to any person or property resulting from the breach of
this Lease, gross negligence or willful misconduct of LESSOR or LESSOR's agents,
contractors or employees, except to the extent LESSEE is compensated by proceeds
of insurance

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maintained by LESSOR or LESSEE. LESSOR shall in no event be liable to LESSEE for
indirect or consequential damages or for Claims caused by the negligence of
LESSOR or LESSOR's agents, contractors or employees.

17. INSURANCE.

A. LESSEE shall maintain with respect to the Premises and the Property
commercial general liability insurance on an occurrence basis with limits of
liability in an amount not less than $3,000,000 combined single limit for each
occurrence with respect to loss of life, bodily or personal injury and damage to
property by water or otherwise, (ii) Workers Compensation insurance insuring
against and satisfying LESSEE'S obligations and liabilities under the Workers
Compensation Laws of Massachusetts and (iii) insurance against fire and such
other perils as may be included in the then-current Insurance Services Office
fire and special extended coverage insurance form on LESSEE's personal property
in an amount adequate to cover their replacement cost. Said insurance shall be
with responsible companies qualified to do business in Massachusetts and in good
standing therein insuring LESSEE against injury to persons or damage to property
as provided. With respect to the commercial general liability insurance, LESSOR
and its managing agent shall be named as additional insured. LESSEE agrees to
increase limits as LESSOR'S mortgagee reasonably requires, but not more
frequently than once every three (3) years. The LESSEE shall deposit with the
LESSOR certificates for such insurance at or prior to the commencement of the
Initial Term, and thereafter within thirty (30) days prior to the expiration of
any such policies. All such insurance certificates shall provide that such
policies shall not be canceled without at least ten (10) days prior written
notice to each assured named therein.

X. XXXXXX shall maintain with respect to the Property of which the
Premises are a part commercial general liability insurance on an occurrence
basis with limits of liability in an amount not less than $3,000,000 combined
single limit for each occurrence with respect to loss of life, bodily or
personal injury and damage to property by water or otherwise, and Workers
Compensation insurance insuring against and satisfying LESSOR'S obligations and
liabilities under the Workers Compensation Laws of Massachusetts, in responsible
companies qualified to do business in Massachusetts in good standing therein.
LESSOR shall also maintain property casualty insurance coverage for the full
replacement value of the building.

X. XXXXXX and LESSEE each hereby waive any and every claim for recovery
from the other for any and all loss of or damage to the Building or Premises or
to the contents thereof, which loss or damage is covered or is required by this
Lease to be covered by physical damage insurance policies, to the extent that
such loss or damage is recoverable under said insurance policies. Supplementing
the foregoing, each party agrees to have included in its insurance policy
insuring against loss, damage or destruction by fire or other casualty (in the
case of LESSOR, its insurance on the Building, and in the case of LESSEE, its
insurance on its personal property), a waiver of the insurer's right of
subrogation against the other party to this Lease. If such waiver is not
obtainable or is not enforceable, then such insurance policy shall contain an
express agreement that such policy shall not be invalidated if LESSOR or LESSEE,
whichever the case may be, waives the right of recovery against the other party
to this Lease.

18. FIRE, CASUALTY, EMINENT DOMAIN. Should a substantial portion of the
Premises, or of the property of which they are a part, be substantially damaged
by fire or other casualty, or be taken by eminent domain, the LESSOR may elect
to terminate this lease. When such fire, casualty, or taking renders the
Premises substantially unsuitable for their intended use, a just and
proportionate abatement of rent shall be made, and the LESSEE may elect to
terminate this lease if:

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(a) The LESSOR fails to give written notice within thirty (30) days of the
event of its intention to restore Premises and the Common Areas of the Building
to a condition substantially similar to the condition before the fire, casualty,
or taking, or

(b) The LESSOR fails to restore the Premises and the Common Areas of the
Building to a condition substantially similar to the condition before the fire,
casualty, or taking within ninety (90) days of said fire, casualty or taking, as
such date may be extended ninety (90) days if LESSOR is diligently working to
restore the Premises and extended an additional ninety (90) days for force
majeure. LESSOR reserves, and the LESSEE grants the LESSOR, all rights which the
LESSEE may have for damages or injury to the Premises for any taking by eminent
domain, except for damage to the LESSEE'S fixtures, property, or equipment.

Should less than a substantial portion of the Premises as determined by
LESSOR be damaged by fire or other casualty, LESSOR shall restore the Premises.
LESSOR shall restore the Premises to a condition substantially similar to the
condition before the fire, casualty, or taking within ninety (90) days of said
fire or casualty, as such date may be extended ninety (90) days if LESSOR is
diligently working to restore the Premises. During the restoration period where
a portion of the Premises is unsuitable for its intended use, a just and
proportionate abatement of rent shall be made.

19. DEFAULT AND BANKRUPTCY.

A. In the event that:

(i) The LESSEE shall default in the payment of any installment of
rent or other sum herein specified and such default shall continue for five (5)
Business Days after written notice thereof; or

(ii) The LESSEE shall default in the observance or performance of
any other of the LESSEE'S covenants, agreements, or obligations hereunder and
such default shall not be corrected within thirty (30) days after written notice
thereof (provided, however, if such default cannot be cured within said thirty
(30) day period, LESSEE shall not be deemed in default hereunder so long as
LESSEE commenced the cure of such default within said thirty (30) day period and
is diligently prosecuting such cure to completion in not more than an addition
thirty (30) day period; or

(iii) The LESSEE files or has filed against it in any
bankruptcy, insolvency or reorganization petition, which petition is not
dismissed within sixty (60) days or

(iv) The LESSEE shall be declared bankrupt or insolvent according to
law, or, if any assignment shall be made of LESSEE'S property for the benefit of
creditors, or

(v) Any attachment is made by LESSEE'S creditors of the leasehold
interest outlined in this Lease; or

(vi) LESSEE violates the terms of Section 13 "Assignment &
Subleasing"; or

(vii) A receiver is appointed to conduct LESSEE'S business (whether
or not LESSOR has re-entered the premises) then the LESSOR shall have the right
thereafter, while such default continues, as permitted by applicable law, to
re-enter and take complete possession of the Premises, to terminate this lease,
and remove the LESSEE'S effects without prejudice to any remedies which might be
otherwise used for arrears of rent or other default. The LESSEE shall indemnify
the LESSOR against all

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loss of rent and additional rent and other payments which the LESSOR may incur
by reason of such termination during the residue of the term.

X. XXXXXX'X REMEDIES. If any one or more events of default set forth
above occurs, LESSOR may, at its election:

(i) Give LESSEE written notice of LESSOR'S intention to terminate
this Lease on the earliest date permitted by law or on any later date specified
in such notice, in which case LESSEE'S right to possession of the Premises will
cease and this Lease will be terminated, except as to LESSEE'S liability, as if
the expiration of the term fixed in such notice were the end of the Term;

(ii) Without further demand or notice, and without terminating this
Lease, but in accordance with all applicable laws, reenter and take possession
of the Premises or any part of the Premises, repossess the same, expel LESSEE
and those claiming through or under LESSEE and remove the effects of both or
either, using such force for such purposes as may be necessary, without being
liable for prosecution, without being deemed guilty of any matter of trespass,
and without prejudice to any remedies for arrears of Basic Rent or other amounts
payable under this Lease or as. a result of any preceding breach of covenants or
conditions; or

(iii) Without further demand or notice, if the LESSEE shall default
in the observance or performance of any conditions or covenants on LESSEE'S part
to be observed or performed under or by virtue of any of the provisions in any
article of this Lease, then, during the continuance of such default, LESSOR,
without being under any obligation to do so and without thereby waiving such
default, may remedy such default for the account and at the expense of the
LESSEE. If the LESSOR makes any expenditures or incurs any obligations for the
payment of money in connection therewith, including but not limited to,
reasonable attorney's fees in instituting, prosecuting or defending any action
or proceeding, such sums paid or obligations insured, with interest at the rate
of 18 per cent per annum and costs, shall be paid to the LESSOR by the LESSEE as
additional rent. Any sums not paid when due shall bear interest at 18 percent
per annum until paid. LESSEE shall pay an administrative fee if a check does not
clear.

If LESSOR elects to reenter as provided in subsection (ii) or if LESSOR
takes possession pursuant to legal proceedings or pursuant to any notice
provided by law, LESSOR may, from time to time, without terminating this Lease,
relet the Premises or any part of the Premises in LESSOR'S or LESSEE'S name, but
for the account of LESSEE, for such term or terms (which may be greater or less
than the period which would otherwise have constituted the balance of the Term)
and on such conditions and upon such other terms (which may include concessions
of free rent and alteration and repair of the Premises) as LESSOR, in its
reasonable discretion, may determine, and LESSOR may collect and receive the
rents from such reletting. However, all proceeds from such relettings shall be
credited against LESSEE'S obligations. LESSOR will in no way be responsible or
liable for any failure to relet the Premises, or any part of the Premises, or
for any failure to collect any rent due upon such reletting; however, LESSOR
shall take commercially reasonable measures to mitigate its damages to the
extent required by law. No such reentry or taking possession of the Premises by
LESSOR will be construed as an election on LESSOR'S part to terminate this Lease
unless a written notice of such intention is given to LESSEE. No written notice
from LESSOR under this Section or under a forcible or unlawful entry and
detainer statute or similar law will constitute an election by LESSOR to
terminate this Lease unless such notice specifically so states. LESSOR reserves
the right following any such reentry or reletting to exercise its right to
terminate this Lease by giving LESSEE such written notice, in which event this
Lease will terminate as specified in such notice.

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20. NOTICE. Any Notice from LESSOR to LESSEE relating to the Premises or to the
occupancy thereof, shall be in writing and be deemed duly served, if mailed to
the Notice Address in Section 1 of this Lease, registered or certified mail,
return receipt requested, postage prepaid or by overnight carrier, addressed to
LESSEE. Any Notice from LESSEE to LESSOR relating to the Premises or to the
occupancy thereof, shall be in writing and be deemed duly served, if mailed to
the LESSOR by registered or certified mail, return receipt requested, postage
prepaid or by overnight carrier, addressed to the LESSOR at the address in
Section 1 of this Lease or such other address as the LESSOR may from time to
time advise in writing. All cure periods under this Lease that are triggered by
the giving of such notice shall be deemed to commence on the date the notice is
received by the recipient or the date on which the recipient refuses delivery,
whichever is applicable. All rent notices shall be paid and sent to the LESSOR
at its notice address or such other address as may be designated by LESSOR.

21. SURRENDER. LESSEE shall at the expiration or other termination of this
Lease remove all LESSEE'S personal goods and effects from the Premises,
(including, without hereby limiting the generality of the foregoing, all signs
and lettering affixed or painted by the LESSEE, either inside or outside the
Premises). LESSEE shall deliver to the LESSOR the Premises and all keys, locks
thereto, and other fixtures connected therewith and all alterations and
additions made to or upon the Premises, in good condition, ordinary wear and
tear and damage by fire or other casualty excepted. In the event of the LESSEE'S
failure to remove any of LESSEE'S property from the Premises, LESSOR is hereby
authorized, without liability to LESSEE for loss or damage thereto, and at the
sole risk of LESSEE, to remove and store any of the property at LESSEE'S
expense, or to retain same under LESSOR'S control or to sell at public or
private sale, without notice any or all of the property not so removed and to
apply the net proceeds of such sale to the payment of any sum due hereunder, or
to destroy such property. The LESSEE shall restore all damage to the Premises
which may have occurred during the use of Premises or while vacating the
Premises. Any items which the LESSEE installs, which replace items on the
Premises when LESSEE took occupancy are deemed to be LESSOR'S property.

22. BROKERAGE. LESSEE warrants and represents that LESSEE has dealt with no
broker other than the Brokers listed in Section 1 of this Lease in connection
with the consummation of this Lease and, in the event of any brokerage claims
against LESSOR predicated upon prior dealings with LESSEE, then LESSEE agrees to
defend the same and indemnify LESSOR against any such claim. LESSOR agrees to
pay the Brokers listed in Section 1 of this Lease any commission pursuant to
separate agreements between LESSOR and such Broker(s), and to defend and
indemnify LESSEE against any claim by such Broker(s) relating to said
commission.

23. LESSOR'S LIABILITY. LESSOR is not personally liable under this Lease.
LESSEE specifically agrees to look solely to the LESSOR'S equity then in the
Property and to any insurance or condemnation proceeds received by LESSOR for
recovery of any judgment from LESSOR it being specifically agreed that LESSOR
(original or successor) shall never be personally liable for any such judgment
or for the payment of any monetary obligation to LESSEE. The provisions
contained in the foregoing sentence are not intended to, and shall not, limit
any right the LESSEE might otherwise have to obtain injunctive relief against
LESSOR or to take any action not involving the liability of LESSOR to respond in
monetary damages from LESSOR'S assets other than from such property.

24. WAIVER. Failure on the part of the LESSOR or LESSEE to complain of any
action or non-action on the part of the other, no matter how long the same may
continue, shall never be construed as a waiver by LESSOR or LESSEE,
respectively, of its rights under this Lease. Further, no waiver at any time of
the provisions of this Lease, by LESSOR or LESSEE shall be construed as a waiver
of any of the other provisions of this Lease, and a waiver at any time of any of
the provisions hereof shall not be

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construed as a waiver at any subsequent time of the same provisions. The consent
or approval of LESSOR or LESSEE to, or of any action by the other requiring such
consent or approval, shall not be construed to waive or render unnecessary
LESSOR'S or LESSEE'S consent or approval to or of any subsequent similar act by
the other.

25. STATUS REPORT. Recognizing that both parties may find it necessary to
establish to third parties, from time to time, the then current status of
performance hereunder, either party will, within ten (10) days after receipt of
a request therefore, furnish a statement of the status of any matter pertaining
to this Lease, including without limitation, acknowledgments that (or the extent
to which) each party is in compliance with its obligations under the terms of
the Lease.

26. CONDITION AND AREA.

A. LESSEE's retaining possession of Space A and Space C as of the
Commencement Date shall be conclusive evidence that, subject to substantial
casualty or taking by eminent domain occurring after the date hereof and prior
to the Commencement Date, Space A and Space C were in good order and
satisfactory condition when LESSEE retained possession as of the Commencement
Date. LESSEE shall retain Space A and Space C in their "As Is" condition as of
the Commencement Date, subject to substantial casualty or taking by eminent
domain occurring after the date hereof and prior to the Commencement Date.
LESSEE acknowledges that no representation regarding the condition of Space A or
Space C or the Building has been made by or on behalf of LESSOR or relied upon
by LESSEE. LESSEE agrees that LESSOR shall not be obligated to alter, remodel,
decorate, clean or improve Space A or Space C or the Building (or to provide
LESSEE with any credit or allowance for the same).

B. Subject to LESSOR's substantial completion of certain of LESSOR'S work
as set forth on Exhibit H, which LESSOR work LESSOR shall complete as soon as
reasonably possible, Space B is being delivered strictly in an "As Is"
condition, and LESSEE acknowledges that it has inspected Space B and found Space
B to be satisfactory, subject only to LESSOR'S substantial completion of such
LESSOR work. LESSEE shall construct the improvements to Space B in accordance
with Exhibit B attached hereto. LESSOR and LESSEE acknowledge and agree that the
LESSOR work set forth in Exhibit H designated as "COMPLETED" is complete and
LESSOR has no remaining obligation with respect to such work.

27. LESSOR'S WARRANTY. LESSOR warrants and represents that it is the owner of
record of the Property and that it has authority to grant the leasehold interest
conveyed hereby.

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

29. RECORDING. LESSEE agrees not to record this Lease, but, if the Term of this
Lease (including any Extended Term) is seven (7) years or longer, each party
hereto agrees, on the request of the other, to execute a so-called Notice of
Lease in recordable form and complying with applicable law and reasonably
satisfactory to LESSOR and LESSEE. Such document shall expressly state that it
is executed pursuant to the provisions contained in this Lease, and is not
intended to vary the terms and conditions of this Lease.

30. HOLDING OVER. Any Holding Over by LESSEE after the expiration of the Term
of this Lease shall be treated as a tenancy at sufferance at a rate equal to
150% the Basic Rent then in effect plus

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Additional Rent and other charges herein provided. LESSEE shall also pay to
LESSOR all damages, direct and/or indirect, sustained by reason of any such
holding over. Otherwise, such Holding Over shall be on the terms and conditions
set forth in this Lease as far as applicable.

31. GOVERNING LAW. This Lease shall be governed exclusively by the provisions
hereof and by the laws of the Commonwealth of Massachusetts, as the same may
from time to time exist. No amendment, alteration, modification of, or addition
to the Lease will be valid or binding unless expressed in writing and signed by
LESSOR and LESSEE. LESSEE agrees to make any modifications of the terms and
provisions of this Lease required and requested by any lending institution
providing financing for the Building, or Property, as the case may be, provided
that no such modifications will adversely affect LESSEE'S rights and obligations
under this Lease.

32. RELOCATION. [Intentionally deleted in original].

33. AMENDED AND RESTATED AGREEMENT; ENTIRE AGREEMENT. This Lease amends,
restates and supercedes that certain Standard Form Commercial Lease dated as of
October 18, 2002, by and between the parties hereto for Space A and that certain
Standard Form Commercial Lease dated April 25, 2003, as amended, by and between
the parties hereto for Space C, and such leases shall be deemed automatically
null and void, and of no further force or effect as of the date of this Lease.
This Lease and the Exhibits made a part hereof contain the entire and only
agreement between the parties for the Premises for the Term, and any and all
statements and representations, written and oral, including previous
correspondence and agreements between the parties hereto, are merged herein.
LESSEE acknowledges that all representations and statements upon which it relied
in executing this Lease are contained herein and that the LESSEE in no way
relied upon any other statements or representations, written or oral. Any
executory agreement hereafter made shall be ineffective to change, modify,
discharge or effect an abandonment of this Lease in whole or in part unless such
executory agreement is in writing and signed by the party against whom
enforcement of the change, modification, discharge or abandonment is sought.

34. RULES & REGULATIONS. LESSEE, its employees, agents, licensees, and visitors
will at all times, observe faithfully, and comply strictly with, the Rules and
Regulations set forth in Exhibit X. XXXXXX may from time to time reasonably
amend, delete, or modify existing Rules and Regulations, or adopt reasonable new
Rules and Regulations for the use, safety, cleanliness, and care of the Premises
and the Property, and the comfort, quiet, and convenience of occupants of the
Property, provided such amendments, deletions, modifications, or new rules do
not reduce the services to be provided by LESSOR under this Lease, restrict
LESSEE'S access to the Premises, or otherwise interfere with LESSEE'S use and
occupancy of the Premises in the manner contemplated by this Lease.
Modifications or additions to the Rules and Regulations will be effective upon
thirty (30) days' prior written notice to LESSEE from LESSOR. In the event of
any breach of any Rules or Regulations beyond applicable notice and cure periods
or any amendments or additions to such Rules and Regulations, LESSOR will have
all remedies that this Lease provides for default by LESSOR, and will in
addition have any remedies available at law or in equity, including the right to
enjoin any breach of such Rules and Regulations. LESSOR will not be liable to
LESSEE for violation of such Rules and Regulations by any other tenant, its
employees, agents, visitors, or licensees or any other person. In the event of
any conflict between the provisions of this Lease and the Rules and Regulations,
the provisions of this Lease will govern. LESSOR covenants and agrees that all
Rules and Regulations shall be uniformly applied and enforced.

35. OPTION TO EXTEND.

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A. Provided that at the time of such exercise (i) there then exists no
Default of LESSEE beyond applicable notice and cure periods, and (ii) this Lease
is then in full force and effect, LESSEE shall have the right and option to
extend the Initial Term for Spaces A and B for two (2) successive periods of
five (5) years each (each, an "AB Extended Term"). The first AB Extended Term
shall commence on the day immediately succeeding the expiration date of the
Initial Term for Spaces A and B, and shall end on the day immediately preceding
the fifth anniversary of the first day of such AB Extended Term, and the second
AB Extended Term shall commence on the day immediately succeeding the expiration
date of the first AB Extended Term, and shall end on the day immediately
preceding the fifth anniversary of the first day of such second AB Extended
Term. LESSEE shall exercise such options to extend by giving written notice to
LESSOR of its desire to do so not later than twelve (12) months prior to the
expiration date of the Initial Term for Spaces A and B or the first AB Extended
Term, as the case may be. Provided the conditions of clauses (i) and (ii) of
this Section shall have been satisfied, the giving of such notice by LESSEE
shall automatically extend the Term for Spaces A and B for the particular AB
Extended Term, and no instrument of renewal need be executed. In the event that
LESSEE fails to give such notice to LESSOR, this Lease shall automatically
terminate at the end of the Initial Term for Spaces A and B or the first AB
Extended Term, as the case may be, and LESSEE shall have no further option to
extend the Term for Spaces A and B. It is agreed that time is of the essence
with respect to the giving of such notice. The AB Extended Terms shall be on all
the terms and conditions of this Lease, except that (I) the option to extend the
Term for Spaces A and B as set forth in this Section shall be deleted (except
that the option to exercise the second AB Extended Term shall continue to be
effective in accordance with this Section during the first AB Extended Term),
(II) the Basic Rent for the AB Extended Terms shall be at 95% of fair market
value as designated by LESSOR by written notice to LESSEE within sixty (60) days
of receipt of notice from LESSEE and (III) Base Operating Expenses and Base
Taxes shall be calendar year 2014 and fiscal year 2015, respectively, for the
first AB Extended Term, and calendar year 2019 and fiscal year 2020,
respectively, for the second AB Extended Term. If LESSEE disagrees with such
designation of fair market value (the "Designation"), LESSEE shall by written
notice, advise LESSOR of such disagreement; otherwise LESSEE shall conclusively
be deemed to have agreed to such Designation.

B. Provided that at the time of such exercise (i) there then exists no
Default of LESSEE beyond applicable notice and cure periods, and (ii) this Lease
is then in full force and effect, LESSEE shall have the right and option to
extend the Initial Term for Space C for three (3) successive periods of five (5)
years each (each, a "C Extended Term"). The AB Extended Terms and the C Extended
Terms are sometimes referred to herein individually or collectively as an
"Extended Term" or the "Extended Terms". The first C Extended Term shall
commence on the day immediately succeeding the expiration date of the Initial
Term for Space C, and shall end on the day immediately preceding the fifth
anniversary of the first day of such C Extended Term. The second C Extended Term
shall commence on the day immediately succeeding the expiration date of the
first C Extended Term, and shall end on the day immediately preceding the fifth
anniversary of the first day of such second C Extended Term. The third C
Extended Term shall commence on the day immediately succeeding the expiration
date of the second C Extended Term, and shall end on the day immediately
preceding the fifth anniversary of the first day of such third C Extended Term.
LESSEE shall exercise such options to extend by giving written notice to LESSOR
of its desire to do so not later than twelve (12) months prior to the expiration
date of the Initial Term for Space C or the first or second C Extended Term, as
the case may be. Provided the conditions of clauses (i) and (ii) of this Section
shall have been satisfied, the giving of such notice by LESSEE shall
automatically extend the Term for Space C for the particular C Extended Term,
and no instrument of renewal need be executed. In the event that LESSEE fails to
give such notice to LESSOR, this Lease shall automatically terminate at the end
of the Initial Term for Space C or the first or second C Extended Term, as the
case may be, and LESSEE shall have no further option to extend the Term for
Space C. It is agreed that time is of the essence with respect to the giving of
such notice. The C Extended Terms shall

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be on all the terms and conditions of this Lease, except that (I) the option to
extend the Term for Space C as set forth in this Section shall be deleted
(except that the option to exercise the second and third C Extended Terms shall
continue to be effective in accordance with this Section during the first and
second C Extended Terms, respectively), (II) the Basic Rent for the C Extended
Terms shall be at 95% of fair market value as designated by LESSOR by written
notice to LESSEE within sixty (60) days of receipt of notice from LESSEE and
(III) Base Operating Expenses and Base Taxes shall be calendar year 2009 and
fiscal year 2010, respectively, for the first C Extended Term, calendar year
2014 and fiscal year 2015, respectively, for the second C Extended Term, and
calendar year 2019 and fiscal year 2020, respectively, for the third C Extended
Term. If LESSEE disagrees with such designation of fair market value (the
"Designation"), LESSEE shall by written notice, advise LESSOR of such
disagreement; otherwise LESSEE shall conclusively be deemed to have agreed to
such Designation.

C. In the event that the parties hereto are unable to agree within thirty
(30) days after LESSOR'S receipt of LESSEE'S notice of disagreement, then each
Party shall appoint a reputable, independent appraiser, who is a member of the
Member Appraisal Institute of the American Institute of Real Estate Appraisers
and who has at least ten (10) years of experience appraising commercial office
space in Massachusetts. Each appraiser so appointed shall be instructed to
determine independently the fair market value and then confer. If the two
appraisers are unable to determine a fair market value acceptable to both
parties within forty-five (45) days after their appointment, they shall appoint
a third appraiser and deliver to said third appraiser their final fair market
value calculations. The third appraiser shall select the calculation that it
believes is the closest to the then fair market value of the Premises. The
Designation of this appraiser shall be considered final.

36. EXPANSION OPTION.

A. Provided that at the time of such exercise (i) there then exists no
Default of LESSEE beyond applicable notice and cure periods, and (ii) this Lease
is then in full force and effect, LESSEE shall have the right to lease between
10,000 to 20,000 additional contiguous rentable square feet in the Building (the
"Expansion Space") by delivering written notice to LESSOR of LESSEE'S intent to
lease the Expansion Space on or prior to December 1, 2004. Within ten (10)
Business Days following receipt of such notice, LESSOR shall notify LESSEE of
the exact size and location of the Expansion Space, which size and location
shall be determined by LESSOR in its sole and absolute discretion. Basic Rent
attributable to the Expansion Space shall be payable commencing as of the
earlier to occur of (i) the date that LESSEE occupies the Expansion Space for
the conduct of its business or (ii) March 16, 2005. The failure of LESSEE to
notify LESSOR of LESSEE'S election to lease the Expansion Space as set forth in
this Section shall be deemed to be an election by LESSEE not to lease Expansion
Space.

B. If LESSEE elects to lease the Expansion Space pursuant to this
Section, the Expansion Space shall be leased upon the same terms and conditions
applicable to Spaces A and B as contained in this Lease, except that: the term
of such Expansion Space shall, at LESSEE's option, expire either on the fifth
(5th) anniversary of the commencement date of LESSEE's lease of the Expansion
Space or the expiration of the Term of Spaces A and B; and that LESSOR shall not
be obligated to perform any work or improvements to the Expansion Space or to
provide any allowance or other financial contribution other than, in the event
of a five (5) year term, $37.00 per rentable square foot of Expansion Space, and
in the event of a term in excess of seven (7) years, $40.00 per rentable square
foot of Expansion Space. Upon LESSEE's election to lease the Expansion Space,
LESSEE shall, within twenty (20) Business Days thereafter, execute an amendment
to this Lease on a form provided by LESSOR adding the Expansion Space to this
Lease and otherwise reflecting the terms of this Section. Should LESSEE fail to
execute such amendment within such twenty (20) day period, such failure shall,
at LESSOR's election, constitute a waiver of LESSEE's right to lease the
Expansion Space pursuant to this Section.

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37. RIGHT OF FIRST OFFER.

A. If at any time during the Term of this Lease, LESSOR shall desire to
lease any space consisting of 10,000 rentable square feet or larger located on
the second (2nd) through eleventh (11th) floors of the Building (the "First
Offer Space") after any pre-existing rights, LESSOR shall notify LESSEE and set
forth the terms and conditions on which LESSOR is willing to lease the First
Offer Space (the "Proposal"), including, without limitation, rent, term (subject
to a five (5) year minimum term), build-out allowance and other incentives or
inducements to lease, if any. LESSEE may not at any time during the Term lease
in excess of 60,000 rentable square feet of First Offer Space and Expansion
Space in the aggregate. Provided that at the time of such exercise (i) there
then exists no Default of LESSEE beyond applicable notice and cure periods, (ii)
this Lease is then if full force and effect and (iii) LESSEE has not subleased
to any non-Affiliates in excess of 30,000 rentable square feet of the Premises
in the aggregate, LESSEE may, by giving notice in writing to LESSOR within seven
(7) Business Days after receipt of LESSOR'S notice, elect to lease the First
Offer Space on the terms so offered by LESSOR as set forth in the Proposal. If
LESSEE shall so elect to lease the First Offer Space, it shall enter into an
amendment to this Lease incorporating the terms contained in the Proposal within
twenty (20) Business Days after LESSEE'S receipt of said amendment from LESSOR.
If LESSEE shall not elect to lease the First Offer Space within such seven (7)
Business Day period, or shall fail to enter into such amendment to this Lease
within such twenty (20) day period, LESSEE shall have no further rights under
this Section with respect to the First Offer Space and LESSOR shall be free to
lease any or all of such space to other parties, subject to the provisions of
Section 37.B.

B. If LESSEE rejects or is deemed to have rejected the Proposal, then the
right of first offer as set forth in this Section 37 shall be deemed to have
terminated, and LESSOR shall thereafter be entitled to lease the First Offer
Space to any other party without any further obligation to LESSEE hereunder,
provided LESSOR shall not consummate a lease for the First Offer Space with any
other party if such lease has a Net Economic Value (as hereinafter defined) that
is less than ninety percent (90%) of the Net Economic Value stated in the
Proposal. "Net Economic Value" shall be deemed to mean the average gross rent
payable over the term of such other party's lease, less LESSOR'S costs for any
leasehold improvements, leasing commissions and other concessions or inducements
amortized over the term of such lease. If the Net Economic Value of the proposed
lease with such other party is less than ninety percent (90%) of the Net
Economic Value stated in the Proposal, then in accordance with and subject to
Section 37.A, Landlord shall issue another proposal to LESSEE incorporating the
terms and conditions set forth in such proposed lease with such other party, and
Section 37.A shall govern LESSEE'S consideration of such additional proposal.

C. Notwithstanding anything to the contrary contained in this Section,
LESSOR acknowledges and agrees that LESSEE'S right of first offer shall continue
to exist during the entire Term of this Lease, and that LESSEE'S failure to
exercise such right with respect to any First Offer Space shall not affect
LESSEE'S right to exercise such right with respect to any subsequent First Offer
Space. LESSEE'S failure to exercise said right with respect to any First Offer
Space shall not be deemed to extinguish said right with respect to any other
First Offer Space.

38. MISCELLANEOUS. LESSEE shall have the exclusive use of the Caterpillar model
SR-4 emergency generator and related equipment (collectively, the "Emergency
Generator") located in storage room B-24 in the basement of the Building. LESSOR
and LESSEE acknowledge that the Emergency Generator is being leased to LESSEE in
"as is" condition. In exchange for the exclusive use of the Emergency Generator,
LESSEE shall pay to LESSOR a monthly fee (the "Emergency Generator Fee") in the
amount of $167.00 during the Initial Term and any Extended Terms of this Lease.
LESSEE shall at

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all times maintain a preventative maintenance contract for the Emergency
Generator; attached hereto as Exhibit H is a complete photocopy of the current
contract maintained by LESSEE. LESSEE shall maintain at LESSEE'S sole cost and
expense a preventative maintenance program for the specialty heat pump units
located in the Premises as well as the associated rooftop equipment that
services LESSEE'S server rooms.

39. LESSEE SPACE C TERMINATION RIGHT. Provided that at the time of such
exercise (i) there then exists no Default of LESSEE beyond applicable notice and
cure periods, and (ii) this Lease is then in full force and effect, LESSEE may
terminate the lease of Space C by providing LESSOR with written notice of such
determination to terminate ninety (90) days prior to the desired termination
date, together with the Termination Fee (as hereinafter defined), and LESSEE'S
lease of Space C shall terminate on the ninetieth (90th) day following delivery
of such notice to LESSOR and the parties hereto shall have no further rights or
obligations under this Lease with respect to Space C thereafter other than those
that by their terms survive the termination of the lease of Space C, if any. The
"Termination Fee" shall be a sum equal to the unamortized leasing commissions
payable in connection with Space C, calculated by amortizing such leasing
commissions over five (5) years as if repaid in equal monthly installments at
the rate of 10% per annum.

40. SIGNAGE. If at any time during the Term, LESSEE leases and actually
occupies in excess of 135,000 rentable square feet in the Building, then LESSEE
shall be entitled, at its sole cost and expense and subject to the terms and
conditions of this Section, to place one (1) brass plaque at each of the three
(3) exterior entrances to the Building. The placement, content and all other
aspects of such plaques shall be subject to all applicable law, any additional
local signage requirements, including those of any historic commission, LESSOR's
review and such other signage requirements that LESSOR in its sole and absolute
discretion may impose from time to time. The parties intend that such plaques
shall be similar in scale and design to the Houghton Mifflin plaque existing at
000 Xxxxxxx Xxxxxx as of the date hereof.

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IN WITNESS WHEREOF, the said parties hereunto set their hands and seals as of
the date above.

LESSEE: LESSOR:

FIRST MARBLEHEAD CORPORATION OMV ASSOCIATES
LIMITED PARTNERSHIP
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Xxxxx X. Xxxxx By: Park Square Corporation
President and Chief Operating Officer Its General Partner

By: /s/ Xxxxxxx X. Xxxxx
------------------------
Xxxxxxx X. Xxxxx
Its President

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EXHIBIT A

Premises
(Sixth Floor Stacking Plan, The Park Square Building)

EXHIBIT B

Work Letter

In consideration of the mutual covenants contained herein and in the Lease,
LESSOR and LESSEE agree as follows:

1. PLANS AND SPECIFICATIONS.

(i) No later than February 18, 2004, LESSEE shall submit to LESSOR the
plans and specifications (the "Plans") for the leasehold improvement work to be
completed in Space B by LESSEE (the "Work"), together with a construction
schedule and budget for the Work. The Plans shall include the following types of
plans and specifications: (1) architectural; (2) structural; (3) mechanical; (4)
plumbing; and (5) electrical.

(ii) LESSOR shall have five Business Days following receipt of any
progress set or other portion of the Plans to approve or disapprove such
progress set or portion of the Plans. LESSEE shall deliver two (2) sets of any
progress set or portion of the Plans submitted to LESSOR for approval. Failure
by LESSOR to respond within said five-day period shall be deemed approval of
such progress set or portion of the Plans. If such progress set or portion of
the Plans is disapproved, then LESSOR shall inform LESSEE of the reasons for
such disapproval, after which LESSEE shall have five days to submit revisions to
LESSOR. LESSEE shall not unreasonably refuse to satisfy any objection of LESSOR
to the Plans or any portion thereof. If LESSOR disapproves of the revised
progress set or portion of the Plans, then LESSEE shall have an additional five
days to submit revisions to such revised progress set or portion of the Plans,
and such obligation to submit such revisions within five days of LESSOR's
disapproval shall continue until such progress set or portion of the Plans are
approved by LESSOR. The Plans, when approved by LESSOR, shall be initialed by
both parties and attached to this Lease as EXHIBIT B-1.

(iii) Once the Plans are initialed by both parties, there shall be no
material changes to the Plans without notice to LESSOR. No change in the Plans
that affects the Building Systems or the exterior or structural elements of the
Building shall be made without the consent of LESSOR, which consent shall not be
unreasonably withheld or conditioned. Any requests for LESSOR approval of
changes shall be accompanied by such information as LESSOR may reasonably
require to evaluate such requests. No material change to the Plans shall
substitute material or workmanship of lesser quality than is stipulated in the
Plans, unless otherwise approved by LESSOR. LESSOR shall have ten days following
receipt of requested changes to the Plans to approve or disapprove such changes.
Failure by LESSOR to respond within said ten-day period shall be deemed approval
of the changes. If the changes are disapproved, then LESSOR shall inform LESSEE
of the reasons for such disapproval, after which LESSEE shall have ten days to
submit revised changes to the Plans. LESSEE shall not unreasonably refuse to
satisfy any objection of LESSOR to such changes to the Plans. If LESSOR
disapproves the revised changes to the Plans, then LESSEE shall have an
additional five days to submit revised changes to the Plans, and such obligation
to submit revised changes to the Plans within five days of LESSOR's disapproval
shall continue until the changes to the Plans are approved by LESSOR.

(iv) LESSEE'S architect shall be Margulies & Associates (the
"Architect"). LESSEE's general contractor shall be Shawmut Design and
Construction (the "General Contractor"). LESSEE shall not change the Architect
or the General Contractor without LESSOR's consent, which consent may be
withheld in LESSOR's sole and absolute discretion. Within ten days after LESSOR
approves or is deemed to have approved the Plans, LESSEE shall submit the
contracts of the Architect and the General Contractor to LESSOR for its
approval, which approval shall not unreasonably be withheld or delayed. Upon
LESSOR's request, LESSEE shall provide conditional assignments (contingent upon
LESSEE's

default under this Lease) to LESSOR of LESSEE's interest in all contracts or
agreements with the Architect and the General Contractor.

(v) Landlord's review of the Plans shall be for its sole purpose and
shall not imply Landlord's warranty of the same, nor obligate Landlord to review
the same, for quality, design, compliance with building code or any other
applicable law, or other like matters, nor imply that in Landlord's opinion, the
Tenant-Built Improvements may be constructed within the Tenant-Built
Improvements budget. Accordingly, notwithstanding that the Plans are reviewed
and approved by Landlord or its space planner, architect, engineers and
consultants, and notwithstanding any advice or assistance which may be rendered
to Tenant, the Architect or the General Contractor by Landlord or Landlord's
space planner, architect, engineers and consultants, Landlord shall be neither
the guarantor of, nor have any liability whatsoever in connection therewith, and
shall not be responsible for any omissions or errors contained in the Plans.

(vi) LESSEE shall cause performance and payment bonds in amounts, on
forms and with sureties reasonably satisfactory to LESSOR, to be obtained by the
General Contractor as soon as reasonably practicable following the commencement
of construction of the Work and to be maintained in full force and effect until
the completion of the Work and delivery to LESSOR of final lien waivers from
each subcontractor and supplier who supplied materials or services to Space B
during construction of the Work; provided, however, that LESSEE shall not be
obligated to deliver final lien waivers with respect to any lien that is
recorded against the Property as a direct result of LESSOR's failure to fund an
Improvement Advance as provided herein. All bonds shall name LESSOR as a dual
obligee. LESSOR shall not be obligated to fund any Improvement Advance unless
evidence of the existence of such performance and payment bonds has been
delivered to LESSOR.

2. DELIVERY OF PREMISES; COMMENCEMENT OF CONSTRUCTION AND SUBSTANTIAL
COMPLETION.

(i) LESSOR shall deliver to LESSEE Space B ready for LESSEE's
construction of the Work on or prior to the date of the Lease (the "Delivery
Date"). If, as a result of matters within the reasonable control of LESSOR and
not as a result of Force Majeure or any LESSEE action or inaction, LESSOR is
unable to deliver possession to LESSEE of any portion of Space B on or prior to
the Delivery Date, then this Lease shall not be void or voidable, and LESSOR
shall have no liability for loss or damage resulting therefrom; provided,
however, if such delays exceed 180 days, then either LESSOR or LESSEE upon
notice to the other may terminate this Lease without liability to either party.
Notwithstanding anything contained in this Exhibit or the Lease to the contrary,
the Lease is subject to any existing lease or tenancy of Space B, and LESSOR
shall not be liable to LESSEE for LESSOR's inability to deliver possession of
Space B to LESSEE as provided in this Section by reason of the occupancy of
Space B by any other person or entity. LESSOR, however, shall take such action
as may be reasonably required to obtain possession of Space B.

(ii) LESSEE may access Space B after the Delivery Date and prior to the
Commencement Date for the purpose of inspecting Space B and for preparing for
and then constructing the Work. Notwithstanding that LESSEE's activities under
this Work Letter shall occur prior to the Commencement Date, all of the terms,
covenants, conditions and provisions of the Lease shall apply to such early
access, with the exception of the obligation to pay Basic Rent, except as
otherwise provided in Section 2(i) hereof. Additionally, such early access to
Space B by LESSEE and its agents, contractors and employees is further
conditioned upon such other requirements as LESSOR may prescribe, including the
following:

(a) LESSEE shall give to LESSOR not less than three (3) days' prior
written notice of its request to have such access to Space B.
LESSEE shall provide LESSOR

with weekly work reports containing the following: (1) a
description of and schedule for the Work to be performed by
those persons and entities for whom and which such access is
being requested; (2) the names and addresses of all
contractors, subcontractors and material suppliers for whom and
which such early access is being requested and the approximate
number of individuals, itemized by trade, who will be present
in Space B; (3) copies of all contracts pertaining to the
performance of the Work; (4) copies of all plans and
specifications pertaining to the Work; (5) copies of all
licenses and permits required in connection with the
performance of the Work; (6) certificates of insurance (in
amounts and with insured parties satisfactory to LESSOR) and
instruments of indemnification against all claims, costs,
expenses, damages and liabilities which may arise in connection
with the Work; and (7) such payment and performance bonds in
such amounts and in such form and substance and with such
sureties as LESSOR may require in its sole and absolute
discretion.

(b) Such early access shall be subject to scheduling by LESSOR and
such other rules and regulations as may be prescribed by
LESSOR, including the rules and regulations attached to the
Lease as EXHIBIT E.

(c) In performing the Work, LESSEE's agents, contractors, workmen,
mechanics, suppliers and invitees shall work in harmony, and
not interfere, with LESSOR, the other tenants of the Building
or their respective agents, including LESSOR's work in other
premises and in common areas of the Building, or with the
general operation of the Building. If at any time such early
access or entry shall cause or threaten to cause such
disharmony, LESSOR may withdraw such permission for early
access upon twenty-four (24) hours' prior written notice to
LESSEE.

(d) In performing the Work, if LESSEE discovers evidence of
asbestos, lead-based paint or other hazardous materials that
require abatement or remediation management, then LESSEE shall
immediately notify LESSOR of such discovery. LESSOR shall
thereafter shall adopt an appropriate abatement or remediation
program that complies with all applicable federal, state and
local laws and regulations, and LESSOR shall be promptly
reimbursed for all costs and expenses incurred by LESSOR and
its agents and contractors in connection with such abatement or
remediation program. LESSOR shall be responsible for any cost
or expenses incurred in connection with any abatement or
remediation arising in connection with LESSOR'S work as set
forth on Exhibit H.

(e) LESSOR shall not be liable for any injury, loss or damage which
may occur to any of LESSEE's Work or other installations made
in Space B or to property placed therein prior to the
Commencement Date, the same being at LESSEE's sole risk and
liability. LESSEE shall be liable to LESSOR for any damage to
Space B or to any portion of the Work caused by LESSEE or any
of LESSEE'S employees, agents, contractors, workmen or
suppliers. In the event the performance of the work by LESSEE,
its agents, employees or contractors causes extra costs to
LESSOR or requires the use of elevators during hours other than
8:00 a.m. to 4:30 p.m. on Monday through Friday (except
holidays), LESSEE shall reimburse LESSOR for the entire extra
cost and the cost incurred by LESSOR for the engineers or
operators under applicable union regulations or

CONTRACTS; PROVIDED, HOWEVER, IF OTHER CONTRACTORS ARE USING
THE ELEVATORS AFTER HOURS AS WELL, SUCH COSTS SHALL BE
ALLOCATED AMONG THE PARTIES USING THE ELEVATORS.

(iii) LESSEE shall construct the Work in accordance with the Plans and all
applicable zoning, building, health, safety, environmental and other
governmental regulations and shall pursue construction of the Work in a good and
workmanlike manner diligently to completion, and shall not substantially cease
construction for any period of ten consecutive business days except as LESSOR
for cause shown may consent, which consent shall not be unreasonably withheld or
delayed.

(iv) If LESSOR shall give LESSEE notice of a material defect in the Work
or of a material departure from the Plans not approved by LESSOR, then LESSEE
shall, within 20 days of receipt of such notice, take all necessary steps to
cure such material defect or material departure from the Plans, or if such steps
cannot be completed within such time, then LESSEE shall commence such steps
within such 20-day period and continue diligently to complete them until
completion.

(v) LESSEE shall use its best efforts to substantially complete the Work
as soon as reasonably possible. The Work shall be deemed substantially completed
upon:

(1) Issuance of a certificate of occupancy by the appropriate local
authority for the Work which permits lawful occupancy of Space B by LESSEE (the
"CO");

(2) Receipt by LESSOR of certifications by the Architect and the
General Contractor that (A) the Work has been substantially completed in
accordance with the Plans and stating those respects in which the Work remains
incomplete, (B) the Work has been satisfactorily integrated into, and are
otherwise compatible with, the Building and the Building Systems so that LESSOR
may fulfill its obligations to LESSEE pursuant to the terms and provisions of
this Lease, (C) all utilities and like services have been connected and are
operational and (D) Space B is ready for occupancy;

(3) Delivery to LESSOR of lien waivers and an affidavit and
indemnity agreement from the General Contractor reasonably satisfactory to
LESSOR stating that no claim against Space B remains unsatisfied, and of a
certification of the General Contractor that it has obtained final lien waivers
from each subcontractor and supplier supplying materials or services to Space B;

(4) Completion of an inspection of the Work by LESSOR confirming
(A) substantial completion of the Work in accordance with the Plans, and (B)
satisfactory integration and compatibility of the Work into and with the
Building and the Building Systems so that LESSOR may fulfill its obligations to
LESSEE pursuant to the terms and provisions of this Lease; and

(5) Within thirty (30) days after the Work is deemed substantially
complete, delivery to LESSOR of two sets of final "as built" versions of the
Plans.

(vi) If substantial completion of the Work is delayed due to any act or
omission of LESSEE or LESSEE's representatives, including any delays by LESSEE
in the submission of plans, drawings, specifications or other information or in
approving any working drawings or estimates or in giving any authorization or
approval, then the Work shall be deemed substantially completed on the date when
it would have been ready, but for such delay.

(vii) LESSEE shall cause all warranties and guarantees, if any, with
respect to the Work to name or be for the benefit of both LESSEE and LESSOR, as
their respective interests may appear.

3. IMPROVEMENT ADVANCES.

Except as otherwise set forth in this paragraph, LESSEE hereby covenants
with LESSOR that LESSEE shall promptly and fully pay for all costs and expenses
incurred in connection with the Work. LESSOR shall contribute to a portion of
the cost of the Work in an amount not to exceed $1,888,250.00 (the "Allowance").
If the cost of the Work exceeds the Allowance, then LESSEE shall be responsible
for and pay such excess. Subject to the conditions contained herein, portions of
the Allowance may be advanced to LESSEE on and after _______________, 2004, as
the Work is completed (each, an "Improvement Advance"). LESSOR shall not be
required to make more than one Improvement Advance in any one calendar month,
and the Improvement Advances shall be in amounts determined by LESSOR. The
proceeds of the Improvement Advance shall be applied solely and exclusively
towards the construction of the Work in accordance with the Plans. The
Improvement Advances are intended to be disbursed in accordance with the budget
and construction schedule to be approved hereafter by the parties and to be
attached hereto and made a part hereof as Exhibit B-2. To request an Improvement
Advance, LESSEE shall submit to LESSOR, on a form reasonably required by LESSOR,
the amount requested (the "Request for Advance"), together with a certificate
from the Architect certifying the percentage of the Work completed and
certificates of payment covering all Work which has been made as of the date of
the payment of the Improvement Advance advanced for the previous month and such
other information reasonably required by LESSOR. All such certificates shall be
in form and substance reasonably satisfactory to LESSOR, and LESSOR and LESSOR's
representatives shall be permitted from time to time to inspect Space B and
LESSEE's books and records with respect to the Work during normal business hours
and on reasonable notice. All Requests for Advance shall be subject to LESSOR's
confirmation of the satisfactory completion of the Work in accordance with the
Plans to date. Each Request for Advance shall be submitted by written notice to
LESSOR not less than 30 Business Days prior to the date LESSEE desires receipt
of the requested Improvement Advance. LESSOR shall have no obligation to make
any Improvement Advance, if any material event of default by LESSEE under this
Lease has occurred and has not yet been cured.

EXHIBIT C

ITEMS INCLUDED IN OPERATING EXPENSES

A. Without limitation, Operating Expenses shall include:

1. All expenses incurred by Lessor or Lessor's agents which shall be
directly related to employment of personnel for the Property, including
amounts incurred for wages, salaries and other compensation for services,
payroll, social security, unemployment and similar taxes, workmen's
compensation insurance, disability benefits, pensions, hospitalization,
retirement plans and group insurance, uniforms and working clothes and the
cleaning thereof, and expenses imposed on Lessor or Lessor's agents
pursuant to any collective bargaining agreement for the services of
employees of Lessor or Lessor's agents in connection with the operation,
repair, maintenance, cleaning, management and protection of the Property,
and its mechanical systems including, without limitation, day and night
supervisors, property manager, accountants, bookkeepers, janitors,
carpenters, engineers, mechanics, electricians and plumbers and personnel
engaged in supervision of any of the persons mentioned above; provided
that, if any such employee is also employed for other property of Lessor,
such compensation shall be suitably prorated among the Property and such
other properties.

2. The cost of services, utilities, materials and supplies furnished or
used in the operation, repair, maintenance, including without limitation
fees, if any, imposed upon Lessor, or charged to the Property, by the state
or municipality in which the Property is located on account of the need of
the Property for increased or augmented public safety services.

3. The cost of replacements for tools and other similar equipment used in
the repair, maintenance, cleaning and protection of the Property, provided
that, in the case of any such equipment used jointly on other properties,
such costs shall be suitably prorated among the Property and such other
properties.

4. Where the Property is managed by Lessor or an affiliate of Lessor, a
sum equal to the amounts customarily charged by management firms in the
Boston/Brookline area for similar properties, but in no event more than
five percent (5%) of gross annual income, whether or not actually paid, or
where managed by other than Lessor or an affiliate thereof, the amounts
charged for management shall not exceed five percent (5%), together with,
in either case, reasonable amounts charged for legal and other professional
fees relating to the Property, but excluding such fees and commissions paid
in connection with negotiating, terminating, or renewing leases, licenses,
occupancy agreements, and service agreements, (ii) services rendered in
connection with the appeal or contest of any real estate taxes, (iii)
services rendered in connection with insurance or condemnation claims or
adjustments, (iv) services rendered in connection with any title claims or
the granting of any easements, and (v) administration and operation of the
Premises.

5. Reasonable premiums for insurance against damage or loss to the
Property from such hazards as shall from time to time be required by
mortgagees.

6. If, during the Term of this Lease, Lessor shall make a capital
expenditure, the total cost of which is not properly includable in
Operating Expenses for the Operating Year in which it was made, there shall
nevertheless be included in such Operating Expenses for the Operating Year
in which it was made and in Operating Expenses for each succeeding
Operating Year the annual charge-off of such capital expenditure; and the
useful life shall be determined reasonably by

Lessor in accordance with generally accepted accounting principles and
practices in effect at the time of making such expenditure. The amount
billed to LESSEE on account of capital expenditures in any Operating Year
shall not exceed $1,250.

7. Costs for electricity, water and sewer use charges, and other
utilities supplied to the Property and not paid for directly by lessees.

8. Betterment assessments provided the same are apportioned equally over
the longest period permitted by law, and any other governmental charges or
taxes not included in Taxes, including linkage payments, if any.

9. Amounts paid to independent contractors for services, materials, and
supplies furnished for the operation, repair, maintenance, cleaning and
protection of the Property.

B. Operating Expenses shall not include the following:

1. Repairs or other work occasioned by fire, windstorm or other casualty
of an insurable nature or by the exercise of eminent domain.

2. Costs of leasing, including, without limitation, leasing commissions,
attorneys' fees, costs and disbursements, buy-outs, contributions, and
other expenses incurred in connection with negotiations with lessees,
occupants, or prospective lessees or occupants.

3. LESSOR'S cost of electricity and other services that are sold to
lessees and for which LESSOR is entitled to be reimbursed by lessees as an
additional charge or rental over and above the basic rent payable under the
lease with such lessees.

4. Depreciation.

5. Expenses in connection with services or other benefits of a type which
are not provided LESSEE but which are provided to another lessee or
occupant.

6. Costs incurred due to violation by LESSOR or any lessee of the terms
and conditions of any lease.

7. Any costs, fines or penalties incurred due to violations by LESSOR of
any governmental law, rule or authority.

8. Costs associated with compliance with general building codes or laws
in effect prior to the execution of this Lease relating to the Building.

9. Costs which are reimbursed to LESSOR by insurance proceeds or any
other third party.

10. Costs covered by warranties or guaranties.

11. Advertising, marketing and promotional expenses.

12. All legal fees and disbursements.

13. All financing costs, including points, commissions and legal fees and
disbursements, and all amortization and interest payments.

14. Rent under any ground, master or other superior lease.

15. Contributions to reserves.

16. If any service is provided by an affiliate or subsidiary of LESSOR or
the managing agent, the cost of such service shall not exceed the
reasonable and customary cost charged by an independent third party
performing the same services.

17. If any work is performed by a third party pursuant to a service
contract with LESSOR, and if the cost of such work, if performed by LESSOR,
would be excluded from Operating Expenses, then the cost of such work by
the third party shall also be excluded.

18. Costs of renovating or otherwise improving or decorating space for any
lessee or other occupant of the Building, including LESSEE;

19. Any liabilities, costs or expenses associated with or incurred in
connection with the removal, enclosure, encapsulation or other handling of
hazardous substances, and the cost of defending against such claims in
regard to the existence or release of hazardous substances at the Building
or the Property;

20. Increased insurance premiums or increased real estate taxes that are
attributable specifically to any lessee of the Building for which LESSOR is
entitled to reimbursement from such lessee;

21. Cost of any HVAC, janitorial or other services provided to lessees on
an extra cost basis after regular business hours;

22. Any cost of painting or decorating any leased or leaseable parts of
the Building or Property other than Common Areas;

23. Costs of relamping all light fixtures in leased or leaseable parts of
the Building including, without limitation, labor materials for light
tubes, bulbs, starters, ballasts and their equivalents;

24. Lease payments for any rental equipment that would constitute a
capital expenditure if the equipment were purchased shall be treated as a
capital expenditure;

25. All other items for which another party compensates or pays LESSOR so
that LESSOR shall not recover any item of cost more than once;

26. Cost of LESSOR'S compliance with the Americans With Disabilities Act,
42 U.S.C. Section 12101 et seq. and any and all regulations promulgated in
connection therewith required to cure a violation existing on the
Commencement Date;

27. Costs of mitigation or impact fees or subsidies (however
characterized), imposed or incurred prior to the date of the Lease or
imposed or incurred solely as a result of another lessee's or lessees' use
of the Property or their respective premises.

28. Wages, bonuses and other compensation of employees above the grade of
senior building manager and fringe benefits other than insurance plans and
tax qualified benefit plans;

29. Except as otherwise permitted pursuant to Item A.6 of this Exhibit,
the cost of installing any specialty service facility such as a cafeteria,
fitness facility or child or daycare facility;

30. Costs related to the acquisition of sculptures, paintings and other
works of art;

31. Charitable or political contributions; and

32. LESSOR'S general overhead and any other expenses not directly
attributable to the operation and management of the Building and Property
(e.g. the activities of LESSOR'S officers and executives or professional
development expenditures), except to the extent included in the management
fee permitted hereby.

EXHIBIT D

Plans and Specifications

[Intentionally Deleted in Original]

EXHIBIT E

Rules and Regulations

1. LESSOR may from time to time adopt appropriate systems and procedures for
the security or safety of the Building, any persons occupying, using or entering
the Building, or any equipment, furnishings, or contents of the Building, and
LESSEE will comply with LESSOR'S requirements relative to such systems and
procedures.

2. The sidewalks, halls, passages, exits, entrances, elevators, and stairways
of the Building will not be obstructed by any tenant or used for any purpose
other than for ingress to and egress from the Building. The halls, passages,
exits, entrances, elevators, escalators, and stairways are not for the general
public, and LESSOR will in all cases retain the right to control and prevent
access to such halls, passages, exits, entrances, elevators, and stairways of
all persons whose presence in the judgment of LESSOR would be prejudicial to the
safety, character, reputation, and interests of the Building and its tenants,
provided that nothing contained in these rules and regulations will be construed
to prevent such access to persons with whom any tenant normally deals in the
ordinary course of its business, unless such persons are engaged in illegal
activities. No lessee and no employee or invitee of any tenant will go upon the
roof of the Building. No tenant will be permitted to place or install any object
(including without limitation radio and television antennas, loudspeakers, sound
amplifiers, microwave dishes, solar devices, or similar devices) on the exterior
of the Building or on the roof of the Building.

3. No sign, placard, picture, name advertisement, or written notice visible
from the exterior of LESSEE'S Premises will be inscribed, painted, affixed, or
otherwise displayed by LESSEE on any part of the Building or the Premises
without the prior written consent of LESSOR. LESSOR will adopt and furnish to
LESSEE general guidelines relating to signs inside the Building on the office
floors. LESSEE agrees to conform to such guidelines. All approved signs or
lettering on doors will be printed, painted, affixed, or inscribed at the
expense of the LESSEE by a person approved by LESSOR. Other than window
treatments expressly permitted by LESSOR and building standard window
treatments, material visible from outside the Building will not be permitted. In
the event of the violation of this rule by LESSEE, LESSOR may remove the
violating items without any liability, and may charge the expenses incurred by
such removal to the tenants or tenants violating this rules.

4. No cooking will be done or permitted by any LESSEE on the Premises, except
in areas of the Premises which are specially constructed for cooking and except
that use by LESSEE of microwave ovens and Underwriters' Laboratory approved
equipment for brewing coffee, tea, hot chocolate, and similar beverages will be
permitted, provided that such use is in accordance with all applicable federal,
state and city laws, codes, ordinances, rules and regulations.

5. No LESSEE will employ any person or persons other than the cleaning service
of LESSOR for the purpose of cleaning the Premises, unless otherwise agreed to
by LESSOR in writing. Except with the written consent of LESSOR, no person or
persons other than those approved by LESSOR will be permitted to enter the
Building for the purpose of cleaning it. No LESSEE will cause any unnecessary
labor by reason of such LESSEE'S carelessness or indifference in the
preservation of good order and cleanliness. Should LESSEE'S actions result in
any increased expenses for any required cleaning, LESSOR reserves the right to
assess LESSEE for such expenses.

6. The toilet rooms, toilets, urinals, wash bowls and other plumbing fixtures
will not be used for any purposes other than those for which they were
constructed, and no sweepings, rubbish, rags, or other foreign substances will
be thrown in such plumbing fixtures. All damages resulting from any misuse of

the fixtures will be borne by the tenant who, or whose servants, employees,
agents, visitors, or licensees, caused the same.

7. No LESSEE, or LESSEE'S invitees or licensees, will in any way deface any
part of the Premises or the Building of which they form a part. In those
portions of the Premises where carpet has been provided directly or indirectly
by LESSOR, LESSEE will at its own expense install and maintain pads to protect
the carpet under all furniture having casters other than carpet casters.

8. No LESSEE will alter, change, replace, or rekey any lock or install a new
lock or a knocker on any door of the Premises. LESSOR, its agents, or employees
will retain a pass (master) key to all door locks on the Premises. Any new door
locks required by LESSEE or any change in keying of existing locks will be
installed or changed by LESSOR following tenant's written request to LESSOR and
will be at LESSEE'S expense. all new locks and rekeyed locks will remain
operable by LESSOR'S pass (master) key. LESSOR will furnish each tenant, free of
charge, with two (2) keys to each suite entry door lock on the Premises. LESSOR
will have the right to collect a reasonable charge for additional keys and cards
requested by any tenant. Each tenant, upon termination of its tenancy, will
deliver to LESSOR all keys and access cards for the Premises and Building that
have been furnished to such tenant.

9. The elevator designated for freight by LESSOR will be available for use by
all tenants in the Building during the hours and pursuant to such procedures as
LESSOR may determine from time to time. The persons employed to move LESSEE'S
equipment, material, furniture, or other property in or out of the Building must
be acceptable to LESSOR. The moving company must be a locally recognized
professional mover, whose primary business is performing of relocation services,
and must be bonded and fully insured. A certificate or other verification of
such insurance must be received and approved by LESSOR prior to the start of any
moving operations. Insurance must be sufficient, in LESSOR'S sole opinion, to
cover all personal liability, theft or damage to the Project, including but not
limited to floor coverings, doors, walls, elevators, stairs, foliage, and
landscaping. Special care must be taken to prevent damage to foliage and
landscaping during adverse weather. All moving operations will be conducted at
such times and in such a manner as LESSOR will direct, and all moving will take
place during non-Business Hours unless LESSOR agrees in writing otherwise.
LESSEE will be responsible for the provision of building security during all
moving operations, and will be liable for all losses and damages sustained by
any party as a result of the failure to supply adequate security. LESSOR will
have the right to prescribe the weight, size, and position of all equipment,
materials, furniture, or other property brought into the Building. Heavy objects
will, if considered necessary by LESSOR, stand on wood strips of such thickness
as is necessary to properly distribute the weight. LESSOR will not be
responsible for loss of or damage to any such property from any cause, and all
damage done to the building by moving or maintaining such property will be
repaired at the expense of LESSEE. LESSOR reserves the right to inspect all such
property to be brought into the building and to exclude from the Building all
such property which violates any of these rules and regulations or the Lease of
which these rules and regulations are a part. Supplies, goods, materials,
packages, furniture, and all other items of every kind delivered to or taken
from the Premises will be delivered or removed through the entrance and route
designated by LESSOR, and LESSOR will not be responsible for the loss or damage
of any such property. Notwithstanding anything contained herein to the contrary,
the terms and conditions applicable to LESSEE'S early access to Space B to
perform the Work as set forth in Section 2(ii) of EXHIBIT B shall also apply to
the activities of LESSEE's movers, suppliers and other similar vendors as
described in this Section, and such movers, suppliers and other similar vendors
shall be considered "contractors" as such term is used Section 2(ii) of EXHIBIT
B.

10. No lessee will use or keep in the Premises or the building any kerosene,
gasoline, or inflammable or combustible or explosive fluid or material or
chemical substance other than limited quantities of such

materials or substances reasonably necessary for the operation or maintenance of
office equipment or limited quantities of cleaning fluids and solvents required
in lessee's normal operations in the Premises, which shall be stored in
accordance with applicable law. Without LESSOR'S prior written approval, no
lessee will use any method of heating or air conditioning other than that
supplied by LESSOR. No lessee will use or keep or permit to be used or kept any
foul or noxious gas or substance in the Premises.

11. Lessees shall not , prior to or during the Term, either directly or
indirectly, employ or permit the employment of any contractor, mover, mechanic
or laborer, or permit any materials in the Premises, if the use of such
contractor, mover, mechanic or laborer or such materials would, in LESSOR'S
opinion, create any difficulty, strike or jurisdictional dispute with other
contractors, movers, mechanics or laborers engaged by LESSOR, lessee, or others,
or would in any way disturb the construction, maintenance, cleaning, repair,
management, security or operation of the Building, Project or any part thereof.
Any lessee, upon demand by LESSOR, shall cause all contractors, movers,
mechanics, laborers or materials causing such interference, difficulty or
conflict to leave or be removed from the Project immediately.

12. LESSOR will have the right to prohibit any advertising by LESSEE mentioning
the Building, that in LESSOR'S reasonable opinion, tends to impair the
reputation of the Building or its desirability as a building for offices, and
upon written notice from LESSOR, LESSEE will refrain from or discontinue such
advertising.

13. LESSEE will not bring any animals (except "Seeing Eye" dogs) or birds into
the building, and will not permit bicycles or other vehicles inside or on the
sidewalks outside the Building except in areas designated from time to time by
LESSOR for such purposes.

14. All persons entering or leaving the building between the hours of 6 p.m.
and 8 a.m. Monday through Friday, and at all hours on Saturdays, Sundays, and
holidays will comply with such off-hour regulations as LESSOR may establish and
modify from time to time. LESSOR reserves the right to limit reasonably or
restrict access to the Building during such time periods.

15. Each lessee will store all its trash and garbage within its Premises. No
material will be placed in the trash boxes or receptacles if such material is of
such nature that it may not be disposed of in the ordinary and customary manner
of removing and disposing of trash and garbage without being in violation of any
law or ordinance governing such disposal. All garbage and refuse disposal will
be made only through entryways and elevators provided for such purposes and at
such times as LESSOR designates. Removal of any furniture or furnishings, large
equipment, packing crates, packing materials, and boxes will be the
responsibility of each lessee and such items may not be disposed of in the
Buildings trash receptacles nor will they be removed by the Building's
janitorial service, except at LESSOR'S sole option and at the lessee's expense.
No furniture, appliances, equipment, or flammable products of any type may be
disposed of in the Building trash receptacles.

16. Canvassing, peddling, soliciting, and distributing handbills or any other
written materials in the Building are prohibited, and each lessee will cooperate
to prevent the same.

17. The requirements of the lessee's will be attended to only upon application
by written, personal, or telephone notice at the office of the Building.
Employees of LESSOR or LESSOR'S agent will not perform any work or do anything
outside of their regular duties unless under special instructions from LESSOR.

18. A directory of the Building will be provided for the display of the name
and location of tenants only. all entries on the Building directory display will
conform to standards and style set by LESSOR in

its sole discretion. Space on any exterior signage will be provided in LESSOR'S
sole discretion. No lessee will have any right to the use of any exterior sign.

19. LESSEE will see that the doors of the Premises are closed and locked and
that all water faucets, water apparatus, and utilities are shut off before
LESSEE or LESSEE'S employees leave the Premises, so as to prevent waste or
damage, and for any failure to comply or carelessness in this regard LESSEE will
make good all injuries sustained by other tenants or occupants of the Building
or LESSOR. On multiple-tenancy floors, all lessees will keep the doors to the
Building corridors closed at all times except for ingress or egress.

20. LESSEE will not conduct itself in any manner that is inconsistent with the
character of the building as a first quality building or that will impair the
comfort and convenience of other tenants in the Building.

21. No act or thing done or omitted to be done by LESSOR or LESSOR'S agent
during the term of the Lease in connection with the enforcement of these rules
and regulations will constitute an eviction by LESSOR of any lessee nor will it
be deemed an acceptance of surrender of the Premises by any lessee, and no
agreement to accept such termination or surrender will be valid unless in a
writing signed by LESSOR. The delivery of keys to any employee or agent of
LESSOR will not operate as a termination of the Lease or a surrender of the
Premises unless such delivery of keys is done in connection with a written
instrument executed by LESSOR approving the termination or surrender.

22. In these rules and regulations, the term "lessee" includes the employees,
agents, invitees, and licensees of LESSEE and others permitted by LESSEE to use
or occupy the Premises.

23. LESSOR may waive any one or more of these rules and regulations for the
benefit of any particular lessee or lessees, but no such waiver by LESSOR will
be construed as a waiver of such rules and regulations in favor of any other
lessee or lessees, nor prevent LESSOR from enforcing any such rules and
regulations against any or all of the lessees of the Building after such waiver.

24. These rules and regulations are in addition to, and will not be construed
to modify or amend, in whole or in part, the terms, covenants, agreements, and
conditions of the Lease.

EXHIBIT F

Cleaning Specifications

Provide services five nights a week, Monday through Friday between the hours of
5 p.m. & 10 p.m.

MAIN LOBBY(S):

DAILY:

Sweep and wash flooring. Lobby floor to be maintained in accordance with Capital
Properties, Inc. specifications.

All elevator doors to be wiped down and polished every night.

Lobby wall to be dusted within hand reach.

All glass including doors, both sides, windows within reach of cleaner and floor
directories to be cleaned and polished.

Smudges and fingerprints to be wiped from walls, switchplates, doors, counters,
elevator call buttons and elsewhere as needed.

All planters to be polished and arranged properly on floor.

All brass surfaces to be wiped down.

Wash all rubber mats.

MONTHLY:

All resilient tile floors in public areas to be treated equivalent to spray
buffing. (Medford)

QUARTERLY:

Dusting of high-hats and diffusers

Maintenance of lobby floors in accordance of Capital Properties specifications.

ELEVATORS:

DAILY:
All wall surfaces to be cleaned and polished every night.

All door tracts to be vacuumed and polished.

WEEKLY:

Stainless steel ceiling panels to be cleaned and polished.

GENERAL AND PRIVATE OFFICES, RECEPTION AREA. CONFERENCE ROOMS, HALLWAYS,
STAIRWELLS. ETC.:

NIGHTLY:

Empty all wastebaskets, replace liners. Liners to be supplied by Capital
Properties

Dust all desks, chairs, tables, office furniture and equipment, window xxxxx,
ledges, horizontal surfaces, etc.

Wash and sanitize sides and tops of all water coolers.

Hand dust all grill work within normal reach.

Remove all finger marks from private entrance doors, light switches and
doorways.

Spot clean walls around light switches, door jambs, etc.

Wipe clean all brass and other bright work.

Spot clean all glass partitions. (both sides)

Remove and dust under all desk equipment and telephone and replace same.

Thoroughly vacuum all carpeting.

Dry mop V.C.T. flooring. Damp mop spillage on V.C.T. flooring.

WEEKLY:

Damp mop and spray buff V.C.T. flooring.

Dust coat racks, and the like.

Wash both sides of all glass partitions.

Remove and dust under all desk equipment and telephone and replace same.

QUARTERLY:

Render high dusting not reached in daily cleaning to include.

SEMI-ANNUALLY:

Dust diffusers, ceiling corners and high dusting above 72"

ANNUALLY:

Machine strip and refinish V.C.T. flooring.

B. RESTROOMS:

NIGHTLY:

Clean all bowl faces.

Clean and sanitize all toilets and urinals.

Clean all bright work.

Clean mirrors.

Wash both sides of all toilet seats.

Empty waste receptacles, clean outside and replace plastic liners. Liners
furnished by Capital Properties, Inc.

Empty sanitary napkin disposal units.

Replace expendable items (hand towels, toilet tissue, hand soap). Products
furnished by Capital Properties, Inc.

Spot clean partitions, walls and entry doors.

Sweep and wash (with a disinfectant cleaner) bathroom floors.

WEEKLY:

Clean showers. (If any)

MONTHLY:

Remove cobwebs from ceilings and corners.

Clean diffusers.

Dust above 72".

Wash partitions and walls.

Monthly:

Machine scrub lavatory floors.

SEMI-ANNUALLY:

Machine scrub and refinish (using a water sealer).

CAFETERIA/KITCHEN:

NIGHTLY:

Empty all waste containers, clean exteriors and replace liners. Liners supplied
by Capital Properties, Inc.

Wash and sanitize table tops and counters.

Clean kitchen sink.

Damp mop and spray buff V.C.T. flooring.

MONTHLY:

Spray buff all hard surface floor area.

ANNUALLY:

Machine strip and refinish all V.C.T. flooring.

GENERAL:

NIGHTLY:

Remove all trash to designated area in accordance with any recycling programs
that may be in effect.

Clean janitor closets at end of shift, leave all equipment neat and orderly.

Maintain daily log.

EXHIBIT G

Copy of Emergency Generator Preventative Maintenance Contract

EXHIBIT H

LESSOR'S WORK

DEMO & REMOVE & XXXXX

Demo and remove all lights and associated wiring - COMPLETED AS OF 2/9/04
Demo and remove all telephone and data cabling - COMPLETED AS OF 2/9/04
Demo and remove all Exit signs & associated cabling and emergency batteries -
COMPLETED AS OF 2/9/04
Demo and remove approximately 6,000 square feet of raised VCT in seven (7)
locations.

Remove ceiling hangers and keep existing anchors - COMPLETED AS OF 2/9/04
Remove ceiling suspenders and keep existing anchors - COMPLETED AS OF 2/9/04

Xxxxx two (2) wet columns within thirty (30) days following LESSEE'S
identification of location, provided all required permits are received
within ten (10) Business Days following LESSEE'S identification of
location and provided further that LESSEE agrees to the scheduling of the
work.

SAVE

Existing wood doors and hardware (includes wood veneer and grey-painted doors) -
COMPLETED AS OF 2/9/04
Fire alarm system with cable, smoke detectors and pull stations - COMPLETED AS
OF 2/9/04
Existing grey-laminate perimeter radiator covers - COMPLETED AS OF 2/9/04
Existing soffits at perimeter - COMPLETED AS OF 2/9/04

REPAIR, REPLACE, REROUTE, INSTALL

Fire-stop all penetrations at building core per code, including large
penetrations where pipes enter the core at East/West fire stairs -
COMPLETED AS OF 2/9/04
Repair or replace all mildew or torn pipe insulation - COMPLETED AS OF 2/9/04
Repair existing fan coils that are inoperative or malfunctioning - COMPLETED
AS OF 2/9/04 (LESSEE shall be responsible for cleaning, filter changes,
balancing and system check at end of construction).
Repair or replace 24 perimeter radiator enclosures, with building standard
particleboard, located between column bays. The painting or laminate of
the repaired or replaced enclosures are LESSEE'S responsibility. *

Reroute Chill Water Pipe that was rerouted from center of building.

Install six (6) Fan coils, which are missing in three bays. Installation
includes power and piping not ducts.

* LESSOR expects to contract directly with LESSEE'S selected contractor since
this work should be done towards the end of the project.

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Exhibit 10.3 AMENDED AND RESTATED STANDARD FORM COMMERCIAL LEASE THIS AMENDED AND RESTATED STANDARD FORM COMMERCIAL LEASE (this "Lease"), is dated as of February 18, 2004, in which the LESSOR and LESSEE are the parties hereinafter named, and which...

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