<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>17
<FILENAME>ex10-1_14663.txt
<DESCRIPTION>LEASE AGREEMENT DATED 05-05-2005
<TEXT>
                                                                    EXHIBIT 10.1
                                                                    ------------

                                 LEASE AGREEMENT

         THIS LEASE AGREEMENT (this "Lease") is made and entered into this 5th
day of May, 2005, by and between Sixth Road Woburn LLC, a duly organized
Massachusetts limited liability company (hereinafter referred to as "Landlord")
and Bridgeline Software, Inc., a duly organized Delaware corporation
(hereinafter referred to as "Tenant").

                                   WITNESSETH:

                               ARTICLE I: PREMISES

         Landlord hereby leases to Tenant and Tenant hereby takes from Landlord
approximately 5,360 square feet of rentable area (the "Premises"), outlined in
Exhibit A attached hereto and made a part hereof, within a portion of that
certain building (the "Building") at 10 Sixth Road in Woburn, Massachusetts (the
"Property") on the second floor together with all the improvements located
thereon.

         The Premises are leased subject to any and all existing encumbrances,
conditions, rights, covenants, easements, restrictions and rights of way of
record, and other matters of record, if any, applicable zoning and building
laws, regulations and codes, and such matters as may be disclosed by inspection
or survey.

                                ARTICLE II: TERM

2.1      Commencement Date.

         The term of this Lease shall be for six (6) years and three (3) months
(the "Term") and shall commence (the "Commencement Date") on the later of (i)
eight (8) weeks from full execution of this Lease or (ii) the date Landlord
shall have substantially completed the tenant improvements as provided in
Exhibit B attached hereto (that is, has completed the tenant improvements,
except for normal "punch list" items) in a good and workmanlike manner, in
compliance with all laws, and has delivered the Premises to Tenant in broom,
clean condition, free of all tenants, occupants and their property, and shall
have obtained reasonably satisfactory evidence confirming the substantial
completion of construction in accordance with the plans which include the tenant
improvements as provided in Exhibit B ("Landlord's Work"). In the event the
Premises are not completed on or before June 30, 2005, Tenant shall have the
right to terminate its obligations under this Lease; provided, however, that (i)
such date shall be extended for a period equal to the duration of any delays in
construction caused by strikes, shortages or materials, acts of God or other
matters not reasonably within the control of Landlord, and any delays in
completing the Premises as a result of change orders or other delays caused by
Tenant. Landlord shall be deemed to have satisfactorily completed the
construction of by Tenant. Landlord shall be deemed to have satisfactorily
completed the construction of the tenant improvements, and Tenant shall be
deemed to have waived all rights and remedies with respect to deficiencies in
such construction, except for deficiencies of which Tenant has informed
Landlord, in writing, not

<PAGE>

later than ninety (90) days  following the  Commencement  Date.  Landlord  shall
perform  Landlord's  Work at its sole cost and  expense  and shall use  diligent
efforts to complete such work on or before the date that is eight weeks from the
full execution of the Lease.

2.2      Early Possession.

         In the event that Landlord shall permit Tenant to enter the Premises
prior to the contemplated Commencement Date, such entry shall be deemed to be
pursuant to a license from Landlord to Tenant and shall be at the risk of
Tenant, and any early occupancy of the Premises shall be subject to all of the
provisions of this Lease, except for the obligation to pay Base Rent. If Tenant
occupies the Premises without the express written permission of Landlord, for
purposes of establishing the Commencement Date, Landlord shall be deemed to have
substantially completed the tenant improvements as provided in Exhibit B.

                                ARTICLE III: RENT

3.1      Base Rent.

         A. Tenant agrees to pay Landlord, at the address provided for notices
herein, or such other place or to such other person as Landlord may designate,
rent for the Premises ("Base Rent") in accordance with the following schedule:

         Commencing on the Commencement Date and continuing for three (3) months
thereafter ("Free Rent Period"), base rent shall be free, and thereafter until
the scheduled lease expiration, Tenant shall pay Base Rent, adjusted as herein
provided, in the amount of Eighty-Eight Thousand Four Hundred Forty and 00/100
Dollars ($88,440.00) per annum, payable in equal monthly installments of
$7,370.00 each.

         All payments of Base Rent made hereunder shall be made in advance on
the first day of each month during the Term of this Lease without deduction,
set-off, prior notice or demand in lawful money of the placecountry-regionUnited
States of America. The Base Rent payment for any fractional month at the
commencement, termination or expiration of the Term will be prorated. Tenant's
first payment of Base Rent and Additional Rent (as hereinafter defined) shall be
due and owing upon the date of execution of this Lease.

3.2      Additional Rent.

         All amounts which Tenant is required to pay pursuant to this Lease
except Base Rent, including Tenant's payments under Sections 3.3, 3.4 and 3.5
hereof and every fine, penalty, interest and cost which may be added for
nonpayment or late payment, will constitute "Additional Rent" hereunder, and if
Tenant fails to pay such Additional Rent when due, Landlord will have the right
to pay the same and will have all the right, powers and remedies with respect
thereto as are provided herein or by law in the case of nonpayment of Base Rent.

                                        2
<PAGE>

3.3      Common Area Maintenance and Operating Expense Charge (Included in the
         Base Rent).

         Intentionally omitted.

3.4      Taxes.

         A. Payment of Taxes. Commencing on July 1, 2007 and continuing
throughout the Term hereof, Tenant will pay to Landlord, as Additional Rent
hereunder, Tenant's Pro Rata Share (as hereinafter defined) of taxes of any kind
and nature whatsoever, levied or assessed on the Building and the property on
which the Building is located, including taxes levied against the rents,
occupancy or use of the Premises (hereinafter collectively referred to as
"Taxes"), over the actual real estate taxes levied or assessed on the Building
and the property on which the Building is located for fiscal year 2006 (the "Tax
Payment"). Tenant shall pay the Tax Payment to Landlord monthly based on
Landlord's reasonable estimates of the Taxes, subject to adjustment from time to
time upon determination of the actual amount of the Taxes. For the purposes of
this Lease, "Tenant's Pro Rata Share" shall be 10.92%.

         B. Change in Method of Taxation. If at any time during the Term of this
Lease, the present method of taxation is changed so that in lieu of the whole or
any part of any taxes, assessments or charges levied, assessed or imposed upon
real estate and the improvements thereon, there is levied, assessed or imposed
on Landlord a capital levy or other tax directly on the rents received therefrom
and/or a franchise tax assessment, levy or charge measured by or based, in whole
or in part, upon such rents for the present or any future building or buildings
on the property on which the Building is located or any other tax or assessment,
levied or assessed in lieu of any present taxes, then all such taxes,
assessments, levies, or charges will be deemed to be included within the term
"Taxes" for the purposes hereof. In the event any such tax cannot legally be
reimbursable by the Tenant, Landlord will have the option to terminate this
Lease.

         C. Personal Property Taxes. Tenant shall pay prior to delinquency all
taxes assessed against and levied upon leasehold improvements, trade fixtures,
furnishings, equipment and all other personal property of Tenant contained in
the Premises or elsewhere. Tenant shall cause said leasehold improvements, trade
fixtures, furnishings, equipment and all other personal property to be assessed
and billed separately from the real property of Landlord. If any of Tenant's
said personal property shall be assessed with Landlord's real property, Tenant
shall pay Landlord the taxes so attributable to Tenant within ten (10) days
after receipt of a written statement setting forth the taxes applicable to
Tenant's property.

3.5      Tenant's Payment of Landlord's Insurance (included in the Base Rent).

         Intentionally omitted.

3.6      Late Charges and Interest.

                                        3
<PAGE>

         A. Tenant hereby acknowledges that late payment by Tenant to Landlord
of Base Rent, Additional Rent or any other sums due hereunder shall cause
Landlord to incur costs not contemplated by this Lease, the exact amount of
which will be extremely difficult to ascertain. Such costs include, but are not
limited to, processing and accounting charges, and late charges which may be
imposed on Landlord by the terms of any mortgage or trust deed covering the
Premises. Accordingly, if any installment of Base Rent, Additional Rent or any
other sum due from Tenant, shall not be received by Landlord or Landlord's
designee within ten (10) days after the date any such payment becomes due, then
Tenant shall pay to Landlord a late charge equal to five percent (5%) of such
overdue amount. The parties hereby agree that such late charge represents a fair
and reasonable estimate of the cost Landlord will incur by reason of late
payment by Tenant. Acceptance of such late charge by Landlord shall in no event
constitute a waiver of Tenant's default with respect to such overdue amount, nor
prevent Landlord from exercising any of the other rights and remedies granted
hereunder.

         B. Tenant shall be obligated to pay to Landlord interest at the rate of
twelve percent (12%) per annum or the maximum legal rate which Tenant may
contract for in Massachusetts, whichever is less, on all sums above specified
and on all sums and charges Tenant is obligated to pay under the terms of this
Lease from the date said sums and charges become due and remain unpaid until the
date said sums and charges are paid in full.

3.7      Consumer Price Index Increase to Base Rent.

         The Base Rent is based upon the current Revised Consumer Index for
Urban Wage Earners and Clerical Workers: all items index (1982-4-100)("Consumer
Price Index") published by the Bureau of Labor Statistics, United States
Department of Labor (the "Bureau") for the Lowell, Massachusetts/Manchester, New
Hampshire statistical region. The basic index ("Basic Index") is the Consumer
Price Index published for the last month before the commencement of each Lease
Year. The "Current Index" shall mean the published Consumer Price Index for the
same month in the then most recently ended Lease Year (defined below). If the
Current Index for any Lease Year is greater than the Basic Index, than the
annual Base Rent for the for the succeeding Lease Year shall be adjusted on the
first day of the succeeding Lease Year so that it equals the sum of (1) product
of (A) the annual Base Rent scheduled for such Lease Year, multiplied by (B) a
fraction, the numerator of which is the Current Index and the denominator of
which is Basic Index and Landlord shall provide notice thereof to Tenant on or
before the date of such increased obligation; however the Base Rent for any
Lease Year shall never be less than the greater of the Base Rent for the
previous Lease Year or the scheduled Base Rent for such Lease Year. In addition,
the Base Rent for any Lease Year shall never exceed a cap of 2.5% of the Base
Rent for the previous Lease Year or the scheduled Base Rent for the previous
Lease Year. The term "Lease Year" shall mean any period of 12 months commencing
on the first day of the first full month of the Term or any anniversary of such
date, or if fewer than 12 months remain in the Term after such anniversary, the
period commencing on such anniversary date through the last day of the Term. If
the Consumer Price Index is converted to a different standard reference base or
otherwise revised, the determination of the Consumer Index shall be made with
the use of such conversion factor, formula, or table for converting the Consumer
Price Index as may be published by the Bureau, or, if the Bureau does not
publish same, then with the use of such

                                        4
<PAGE>

conversion  factor,  formula,  or  table  as  is  published  by  any  nationally
recognized publisher of similar statistical  information.  If the Consumer Price
Index ceases to be  published,  then  Landlord may  substitute  for the Consumer
Price Index any independently published index of similar type.

                              ARTICLE IV: UTILITIES

Tenant will pay all charges incurred or billed for all water, sewer, gas,
heating fuel, electricity, telephone and all other utility services used on or
from the Premises and any maintenance charges for utilities, and will furnish
all electrical light bulbs and tubes. If any such utility services are not
separately metered to Tenant, the cost thereof shall be separately billed to
Tenant by Landlord, such bills payable by Tenant on each rental payment date. In
addition, Tenant will pay, as Additional Rent, Tenant's Pro Rata Share of all
such utility bills and services used on or from all common areas constituting
portions of the Property. Landlord will in no event be liable for any injury,
loss or damage caused by interruption or failure of utility services to the
Premises nor shall such interruption or failure terminate, cancel, affect or
modify this Lease. Notwithstanding anything in the foregoing to the contrary,
Tenant's obligation to pay for utility bills and services used on or from the
common areas shall not exceed the sum of $5,360.00 for the first Lease Year,
compounded at five per cent (5%) for each succeeding Lease Year.

                           ARTICLE V: SECURITY DEPOSIT

         Tenant will deposit with Landlord upon execution of this Lease the sum
of $7,370.00 as security for Tenant's faithful performance of Tenant's
obligations hereunder (the "Security Deposit"). If Tenant fails to pay Base
Rent, Additional Rent or any other charges due hereunder, or otherwise defaults
with respect to any provisions of this Lease, after notice and the expiration of
applicable cure periods, Landlord may use, apply or retain all or any portion of
the Security Deposit for the payment of any Base Rent, Additional Rent or other
charge in default or for the payment of any other sum to which Landlord may
become obligated to pay by reason of Tenant's default, or to compensate Landlord
for any loss or damage which Landlord may suffer thereby. If Landlord so uses or
applies all or any portion of the Security Deposit, Tenant will, within thirty
(30) days after written demand therefor, deposit cash with Landlord in an amount
sufficient to restore the Security Deposit to the full amount hereinabove stated
and Tenant's failure to do so will be a material breach of this Lease and shall
entitle Landlord to exercise any and all remedies set forth herein. Landlord
will not be required to retain the Security Deposit in a separate escrow account
nor will Tenant be entitled to interest on the Security Deposit. If Tenant
performs all of Tenant's obligations hereunder, the Security Deposit, or so much
as has not been applied by Landlord, will be returned to Tenant within fifteen
(15) days after the expiration or earlier termination of the Lease. In the event
of a sale of the Premises, the Landlord may transfer the balance of the Security
Deposit, if any, to the purchaser and shall thereupon be released from all
liability for the return of the Security Deposit and the Tenant will look solely
to said purchaser for the return thereof. Landlord agrees to notify the Tenant
in writing of any transfer of the Security Deposit identifying the person or
entity subsequently responsible for the Security Deposit.

                                        5
<PAGE>

Tenant hereby agrees not to look to the  mortgagee,  as mortgagee,  mortgagee in
possession,  or successor in title to the property,  for  accountability for the
Security  Deposit unless the Security Deposit has actually been received by said
mortgagee as security for Tenant's performance under this Lease.

                                 ARTICLE VI: USE

6.1      Use.

         The Premises shall be used and occupied only for general office
purposes and for no other use or purpose.

6.2      Compliance with Law.

         Tenant shall, at Tenant's expense, comply promptly with all applicable
statutes, ordinances, rules, regulations, orders and requirements in effect
during the Term or any part of the Term hereof regulating the use by Tenant of
the Premises and will, at Tenant's expense, obtain any and all licenses and
permits necessary for any such use. Tenant shall not use or permit the use of
the Premises in any manner that will tend to create waste or a nuisance, or that
will be unlawful, improper, noisy or offensive or which shall tend to
unreasonably disturb other tenants of the Building.

6.3      Hazardous Use.

         Tenant shall not receive, store or otherwise handle any product,
material or merchandise which is explosive or highly flammable or permit the
Premises to be used for any purpose which would render the insurance thereon
void or cause an increase in the premiums for such insurance or make the
insurance risk more hazardous. Tenant shall on demand reimburse Landlord, and
all other tenants, any and all extra insurance premiums caused in any way by
Tenant's use of the Premises.

6.4      Landlord's Rules and Regulations.

         Tenant shall faithfully observe and comply with, and cause its
employees, agents and invitees to observe and comply with, the rules and
regulations that Landlord shall from time to time promulgate. A copy of
Landlord's rules and regulations in effect as of the date hereof is attached
here to as Exhibit "C". Landlord reserves the right from time to time to make
all reasonable modifications to said rules and regulations. The additions and
modifications to Landlord's rules and regulations shall be binding upon Tenant
upon delivery of a copy of them to Tenant. Landlord shall not be responsible to
Tenant for the nonperformance of any of said rules and regulations by any other
tenants or occupants of the Building. In the event of a conflict between the
rules and regulations and the Lease, the terms of the Lease shall control.

6.5      Common Areas.

                                        6
<PAGE>

         Landlord grants to Tenant, during the Term of this Lease, a license to
use all areas and facilities outside the Premises that are provided and
designated for the general use and convenience of Tenant and the other tenants
of the Building including sidewalks, landscaped areas, roadways and parking
areas (the "Common Areas"); provided, however, that Tenant may only use up to 20
parking spaces, which shall be designated for use by tenants only, all on a
non-exclusive basis.

                             ARTICLE VII: INSURANCE

7.1      Tenant's Insurance.

         Tenant, at its own expense, shall provide and keep in force with
companies reasonably acceptable to Landlord public liability insurance for the
benefit of Landlord and Tenant jointly against liability for bodily injury and
property damage in the amount at the beginning of the Term of not less than
$2,000,000.00 combined single limit (which may be by virtue of an umbrella
policy). Landlord hereby consents to the Hartford Company as Tenant's insurer,
and shall not withhold consent to any insurer with a rating at least as good as
The placeCityHartford as of the date of this Lease. Tenant shall keep all of
Tenant's fixtures, furniture, furnishings, and equipment insured against loss or
damage by fire or other hazards included within the usual "all risk" insurance
in an amount not less than 100% of the full insurable replacement value thereof.
Tenant shall furnish Landlord with certificates of such policies within thirty
(30) days after the Commencement Date of this Lease and whenever required shall
satisfy Landlord that such policies are in full force and effect. All such
policies shall be obtained from responsible companies qualified to do business
in the placePlaceTypeCommonwealth of PlaceNameMassachusetts and in good standing
therein and shall be in a form reasonably approved by Landlord. Such policies
shall name Landlord and Landlord's first mortgagee as additional insureds and
shall be primary and non-contributing with any insurance carried by Landlord.
All such policies shall further provide that such policies shall not be
cancelled or altered without at least thirty (30) days prior written notice to
Landlord.

7.2      Waiver of Subrogation.

         Insofar as, and to the extent that, the following provision may be
effective without invalidating or making it impossible to secure insurance
coverage obtainable from responsible insurance companies doing business in the
locality in which the Property is located (even though an extra premium may
result therefrom), Landlord and Tenant mutually agree that, with respect to any
hazard or casualty, the loss from which is covered by insurance then being
carried by them, respectively, the party carrying such insurance and suffering
such loss releases the other of and from any and all claims with respect to such
loss to the extent of the insurance proceeds paid with respect thereto; and they
further mutually agree that their respective insurance companies shall have no
right of subrogation against the other on account thereof.

7.3      Landlord's Insurance

                                        7
<PAGE>

         Landlord agrees to maintain in full force, from the date upon which
Tenant first enters the Premises for any reason, throughout the Term of this
Lease, and thereafter so long as Tenant is in occupancy of any part of the
Premises; (a) commercial general liability and property damage insurance
applicable to the Property and its common areas with broad form endorsement
(including contractual liability, independent contractor's hazard and completed
operations coverage) in the amount of $1,000,000 per occurrence/$2,000,000
aggregate (combined single limit); and (c) a policy of insurance covering the
Building, including the improvements thereto, for direct risk of physical loss,
with full extended coverage, in an amount and value not less than the full
replacement value of the Property. Upon request, Landlord shall promptly deliver
to Tenant certificates evidencing such policies.

                      ARTICLE VIII: MAINTENANCE AND REPAIRS

8.1      Landlord's Obligations.

         Within a reasonable time following the earlier of receipt of written
notice from Tenant of the necessity therefore or actual notice, Landlord shall
make necessary repairs and replacements to maintain the common areas, parking
lots, roof, foundations, exterior walls, beams, girders, load-bearing walls, and
other structural components of the Premises and the Building ("Building
Structure"), and except to the extent it is the obligation of the Tenant as
hereafter set forth, the plumbing, electrical, elevator, emergency, heating,
ventilating, air conditioning and other mechanical systems and equipment of the
Building, ("Building Systems"), in good condition and repair. "Structure" for
purposes of this Lease shall mean and include only the following: roof framing
and roof (specifically excluding without limitation the ceiling) and bearing
columns and bearing walls (specifically excluding without limitation the
interior surfaces thereof).

         Provided, Landlord uses diligent efforts not to interfere with Tenant's
use and enjoyment of the Premises, Landlord shall not be liable to Tenant for
any compensation, nor shall Tenant be entitled to any reduction of Base Rent or
Additional Rent, by reason of inconvenience or annoyance or for loss of business
arising from the necessity of Landlord's entering the Premises for any of the
purposes in this Lease authorized, or for repairing the Premises or any portion
of the Building, however the necessity may occur, except to the extent due to
the negligence or willful misconduct of Landlord. In case Landlord is prevented
or delayed from making any repairs, alterations or improvements, or furnishing
any services or performing any other covenant or duty to be performed on
Landlord's part, by reason of any cause reasonably beyond Landlord's control,
Landlord shall not be liable to Tenant therefore, nor shall Tenant be entitled
to any abatement or reduction of Base Rent or Additional Rent by reason thereof,
nor shall the same give rise to a claim in Tenant's favor that such failure
constitutes actual or constructive, total or partial, eviction from the
Premises. In no event shall either party be liable for indirect or consequential
damages.

         Landlord reserves the right to stop any service or utility system, when
necessary by reason of accident or emergency, or until necessary repairs have
been completed, provided, however, that in each instance of stoppage, Landlord
shall exercise reasonable diligence to

                                        8
<PAGE>

eliminate the cause thereof. Except in case of emergency repairs,  Landlord will
give Tenant reasonable advance notice of any contemplated  stoppage and will use
reasonable  efforts  to avoid  unnecessary  inconvenience  to  Tenant  by reason
thereof.

8.2      Tenant's Obligations.

         A. Tenant shall, at its sole cost and expense and without any cost to
Landlord, keep in good order, condition and repair the Premises, and all utility
equipment used exclusively for the Premises (including all portions of
electrical and mechanical systems located within the Premises or servicing the
Premises exclusively) and all utility lines to the point of connection for
Tenant, at all times during the Term of this Lease, unless specifically made
Landlord's responsibility under Section 8.1 above Tenant's responsibility
hereunder shall include, without limitation and at its sole cost, maintenance,
repair and replacement of the Building Systems exclusively serving the Premises
(except for the heating, ventilating and air conditioning equipment), fixtures,
glass (with glass of the same size and quality), floor covering and ceiling
materials, doors and door hardware and the decoration of the interior of the
Premises. If Tenant refuses or neglects to make or perform such replacements,
repairs, or maintenance, in a manner reasonably satisfactory to Landlord,
Landlord shall have the right, upon giving Tenant reasonable written notice of
its election to do so except in situations deemed to be emergency situations by
Landlord, to make such replacement or repairs or perform such maintenance on
behalf of and for the account of Tenant, and Tenant shall pay Landlord's
reasonable cost of such work, as Additional Rent, promptly upon receipt of a
bill therefore.

         B. Tenant shall be responsible for the maintenance, at its sole cost
and expense, of the so-called VAV boxes that serve the Premises.

8.3      Snow Removal and Grounds Care.

         At Landlord's sole cost and expense, the removal of snow and ice from
the parking areas and access drives bordering upon the Premises shall be the
Landlord's responsibility. The removal of snow and ice from the sidewalks,
loading docks and/or walkways bordering upon the Premises shall be the
Landlord's responsibility. The care and maintenance of the grounds, including
all parking areas, sidewalks, lawns, trees, shrubs and painted areas bordering
upon the Premises shall be the Landlord's responsibility.

8.4      Cleaning Services and Trash Removal.

         The Tenant shall be responsible, at its sole cost, for providing
cleaning services to the Premises and trash removal from the Property. Landlord
at its sole cost and expense shall be responsible for cleaning the common areas.

                        ARTICLE IX: ALTERATIONS AND SIGNS

                                        9
<PAGE>

         Tenant will not make any alterations, additions or improvements to the
Premises or install any signs upon the exterior of the Premises without on each
occasion the prior written consent of the Landlord, which shall not be
unreasonably withheld or delayed. All permitted alterations and signs shall be
at Tenant's sole cost and expense. All alterations or additions made by Tenant
shall be performed in a good and workmanlike manner using materials of equal or
better quality than original construction, and shall be in compliance with all
the applicable laws, ordinances, orders, rules, regulations and requirements
applicable thereto and shall be performed only by contractors or mechanics
approved by Landlord, which shall not be unreasonably withheld or delayed. All
such contractors and mechanics shall carry adequate liability insurance,
builder's risk insurance and workmen's compensation insurance in amounts and
companies approved by Landlord. Landlord shall be presented with certificates of
same prior to the commencement of any work. Furthermore, as a condition to such
consent, in the event that the cost of such alterations shall exceed
$100,000.00, Landlord may require Tenant to provide to Landlord, at Tenant's
expense, a completion bond in form and substance satisfactory to Landlord.

                              ARTICLE X: INSPECTION

         Landlord and Landlord's agents and representatives will have the right
to enter and inspect the Premises at any reasonable time during business hours
(and all other times in case of emergency) for the purpose of ascertaining the
condition of the Premises, curing any default on the part of the Tenant or
making repairs to the Premises. During the one year period prior to the end of
the Term hereof, Landlord and Landlord's agents and representatives will have
the right to enter the Premises at any reasonable time during business hours for
the purpose of showing the Premises and will have the right to erect on the
Premises a suitable sign indicating that the Premises are available. Any right
of entry hereunder shall be exercised using diligent efforts not to interfere
with Tenant's use and occupancy of the Premises. Due to confidentiality concerns
of Tenant, any such entry shall be with an escort provided by Tenant.

                      ARTICLE XI: ASSIGNMENT AND SUBLETTING

         Tenant shall not assign, transfer, mortgage or pledge this Lease or
sublet the whole or any part of the Premises without the prior written consent
of Landlord, which shall not be unreasonably withheld or delayed for more than
ten (10) days. Without limiting the generality of the foregoing, Landlord may
specifically withhold consent if. (i) Tenant is then in default beyond notice
and cure periods hereunder; (ii) any notice of termination of this Lease or
termination of Tenant's possession shall have been given under Section XX
hereof; (iii) the portion of the Premises which Tenant proposes to sublease,
including the means of ingress and egress thereto and the proposed use thereof,
and the remaining portion of the Premises will violate any city, state or
federal law, ordinance or regulation, including, without limitation, any
applicable building code or zoning ordinances; (iv) the proposed use of the
Premises by the subtenant or assignee does not conform with the permitted use
set forth in Section 6.1 hereof; (v) in the reasonable judgment of Landlord the
proposed subtenant or assignee is engaged in a business which would be
deleterious to the reputation of the Building, or the subtenant or assignee is
not sufficiently financially responsible to

                                       10
<PAGE>

perform its  obligations  under the proposed  sublease or  assignment;  (vi) the
proposed assignee or subtenant is a governmental or  quasi-governmental  agency;
(vii)  the  stature,  reputation  or  financial  capability  of the  prospective
assignee or subtenant is not at least  equivalent to the stature,  reputation or
financial  capacity  of Tenant as of the date  hereof;  or (viii)  the  proposed
assignee or subtenant's projected use of the Premises involves the use, storage,
generation  or disposal of Hazardous  Material as defined in Article XII of this
Lease.  Notwithstanding any permitted  assignment or subletting,  Tenant will at
all times remain liable for the payment of all Base Rent,  Additional  Rent, and
any other  charges due  hereunder  and for the  compliance  with all of Tenant's
other  obligations  under the terms,  provisions and covenants of this Lease. In
the  event of a  default  under the terms of this  Lease  after  notice  and the
expiration of applicable  cure periods,  if the Premises or any part thereof are
then  assigned or sublet,  Landlord,  in addition to any other  remedies  herein
provided,  or provided by law, may at its option collect  directly from assignee
or subtenant all rents becoming due to Tenant under such  assignment or sublease
and apply such rent  against  any sums due it by Tenant  hereunder,  and no such
collection  shall be construed  to  constitute a novation or a release of Tenant
from the further  performance of its obligations  hereunder.  Landlord will have
the right to assign any of its rights and  obligations  under this Lease. If the
rent and other sums and all considerations  received by Tenant on account of any
such  sublease or  assignment  shall exceed the Base Rent,  Additional  Rent and
other charges allocable to the Premises or to the space subject to the sublease,
as the case may be, Tenant shall pay to Landlord,  as Additional Rent hereunder,
fifty percent (50%) of such excess, monthly as received by Tenant, less Tenant's
reasonable  expenses  incurred  in  respect  of  such  sublease  or  assignment,
including  brokerage  commissions  to a licensed third party real estate broker,
advertising  and  reasonable  attorney's  fees,  and all of repairs or fit-up or
alterations to the Premises for such subtenant or assignee.  Notwithstanding the
foregoing,  Tenant may assign  this  Lease.  or sublet all or any portion of the
Premises, without the consent of Landlord, but only following fifteen days prior
written  notice  to  Landlord,   and  provided  the  assignee  or  subtenant  is
sufficiently financially responsible to perform its obligations under this Lease
or the proposed  sublease,  (i) to any  corporation or other entity into or with
which Tenant may be merged or  consolidated,  (ii) to any  corporation  or other
entity  to which all or  substantially  all of  Tenant's  assets or stock may be
transferred,  and (iii) to any  corporation  or other entity that  controls,  is
controlled by, or is under common control with Tenant.

                        ARTICLE XII: HAZARDOUS MATERIALS.

12.1 Tenant shall not cause or permit any Hazardous Material to be brought upon,
kept, used, stored, generated or disposed of on, in or about the Premises by
Tenant, its agents, employees, contractors, or invitees, without first obtaining
Landlord's written consent.

12.2 Any Hazardous Material permitted on the Premises as provided in Section
12.1, and all containers therefore, shall be used, kept, stored, and disposed of
in a manner that complies with all federal, state, and local laws or regulations
applicable to this Hazardous Material.

12.3 Tenant shall not discharge, leak, or emit, or permit to' be discharged,
leaked, or emitted, any material into the atmosphere, ground, sewer system, or
any body of water, if that material (as is reasonably determined by the
Landlord, or any governmental authority) does

                                       11
<PAGE>

or may pollute or contaminate the same, or may adversely  affect (a) the health,
welfare, or safety of persons,  whether located on the Premises or elsewhere, or
(b) the  condition,  use,  or  enjoyment  of the  Building  or any other real or
personal property.

12.4 At the commencement of each year of the Term, Tenant shall disclose to
Landlord the names and approximate amounts of all Hazardous Material that Tenant
intends to store, use, or dispose of on the Premises in the coming year. In
addition, at the commencement of each year of the Lease Term, beginning with the
second year of the Lease Term, Tenant shall disclose to Landlord the names and
amounts of all Hazardous Materials that were actually used, stored, or disposed
of on the Premises if those materials were not previously identified to Landlord
at the commencement of the previous year.

12.5 As used herein, the term "Hazardous Material" means (a) any "hazardous
waste" as defined by the Resource Conservation and Recovery Act of 1976, as
amended from time to time, and regulations promulgated thereunder; (b) any
"hazardous substance" as defined by the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended from time to time, and
regulations promulgated thereunder; (c) any oil, petroleum products, and their
by-products; (d) any substance that is toxic, ignitable, reactive or corrosive;
and (e) any substance that is or becomes regulated by any federal, state, or
local governmental authority.

12.6 Tenant hereby agrees that it shall be fully liable for all costs and
expenses related to the use, storage and disposal of Hazardous Material kept on
the Premises by the Tenant, and the Tenant shall give immediate notice to the
Landlord of any violation or potential violation of the provisions of this
Article XII. Tenant shall defend, indemnify, and hold harmless Landlord and its
agents, from and against any and all claims, demands, penalties, fines,
liabilities, settlements, damages, costs, or expenses (including, without
limitation, attorneys' and consultants' fees, court costs, and litigation
expenses) of whatever kind or nature, known or unknown, contingent or otherwise,
allegedly or actually arising out of or in any way related to (a) the presence,
disposal, release, or threatened release of any such Hazardous Material in the
Premises (to the extent not preexisting the Commencement Date) that is on, from,
or affecting the soil, water, vegetation, buildings, personal property, persons,
animals, or otherwise; (b) any personal injury (including wrongful death) or
property damage (real or personal) arising out of or related to that Hazardous
Material referenced above; (c) any lawsuit brought or threatened, settlement
reached, or government order relating to that Hazardous Material referenced
above; or (d) any violation of any laws applicable thereto. This indemnification
includes, without limitation, any and all costs incurred because of any
investigation of the site or any cleanup, removal, or restoration mandated by a
federal, state, or local agency or political subdivision related to the
condition described above. Without limitation of the foregoing, if Tenant causes
or permits the presence of any Hazardous Material on the Premises and that
results in contamination, Tenant shall promptly, at its sole expense, take any
and all necessary actions to return the Premises to the condition existing prior
to the presence of any such Hazardous Material on the Premises. Tenant shall
first obtain Landlord's approval for any such remedial action. The provisions of
this Section 12.6 shall be in addition to any other obligations and liabilities
Tenant may have to Landlord at

                                       12
<PAGE>

law or equity and shall survive the transactions  contemplated  herein and shall
survive the expiration or earlier termination of this Lease.

                             ARTICLE XIII: INDEMNITY

13.1 Except to the extent caused by Landlord's negligence or willful misconduct
and subject to Article 7.2, Tenant will defend, indemnify and save harmless
Landlord from and against any and all liabilities, obligations, claims, damages,
penalties, causes of action, costs and expenses (including, without limitation,
reasonable attorneys' fees and expenses) imposed upon, incurred by or asserted
against Landlord arising from Tenant's use or occupancy of the Premises or any
breach or default by Tenant of its obligations hereunder or arising from the
negligence or willful omission of Tenant, its agents, contractors, employees or
invitees. Tenant shall save Landlord harmless from (i) all loss and damage to
personal property, fixtures, equipment and inventory located within the Premises
occasioned by the escape of water or by the bursting of pipes, and (ii) any
nuisance made or suffered on the Premises.

13.2 Subject to Article 7.2, Tenant shall also save Landlord harmless and
indemnified, to the extent permitted by law, from and against any and all
claims, actions, loss, damage, liability and expense in connection with loss of
life, personal injury and/or damage to property arising out of or resulting from
any occurrence in, upon or at the Premises or the occupancy or use of the
Premises or any part thereof, or anywhere if caused wholly or in part by any
act, neglect or failure to perform the obligations imposed by this Lease or any
breach thereof, or omission of Tenant, its officers, agents, employees,
subtenants, licensees, concessionaires, or others occupying space in the
Premises. If Landlord shall be threatened with or made a party to any litigation
commenced by or against Tenant, or with respect to any matter described above,
then Tenant shall protect and hold Landlord harmless and indemnified and shall
defend Landlord with counsel reasonably acceptable to Landlord, or, at
Landlord's option, shall advance all costs, expenses and reasonable attorney's
fees incurred or paid by Landlord in connection with such litigation.

13.3 Except to the extent that such liability is caused by the negligence or
tortuous act or omission of Tenant, its agents, contractors or employees, and
subject to Articles 7.2 and XIV, Landlord shall defend, indemnify and hold
Tenant harmless from all costs, expenses, or claims arising from the following:
(i) any willful, negligent or tortuous act or omission on the part of Landlord,
its agents, contractors, or employees; or (ii) any failure on the part of
Landlord to perform in accordance with its obligations under this Lease.

                ARTICLE XIV: EXEMPTION OF LANDLORD FROM LIABILITY

         The term "Landlord" as used in this Lease, so far as the covenants or
obligations on the part of Landlord are concerned, shall be limited to mean and
include only the owner or owners at the time in question of the Premises, and in
the event of any transfer or transfers of

                                       13
<PAGE>

title thereto,  Landlord named herein (and in case of any subsequent transfer or
conveyance, the then grantor) shall be automatically relieved from and after the
date of such transfer or conveyance of all liability as respects the performance
of any covenants or obligations on the part of Landlord  contained in this Lease
except for the return of the Security Deposit) thereafter to be performed. It is
expressly  understood  and  agreed  that in the  case of  default  hereunder  by
Landlord,  Tenant  shall look solely to the interest of Landlord in the Premises
and all  available  insurance  proceeds for  satisfaction  of any  obligation of
Landlord to Tenant, and that except for such interest and proceeds,  neither the
Landlord nor anyone claiming under the Landlord shall ever be personally  liable
for  satisfaction  of any such  obligation.  Tenant  hereby agrees that Landlord
shall  not be  liable  for  injury to  Tenant's  business  or any loss of income
therefrom, or for damage to the personal property of Tenant, Tenant's employees,
invitees,  customers,  or any other person in or about the Premises, nor, unless
through  its  negligence  or willful  misconduct,  shall  Landlord be liable for
injury to the person of Tenant,  Tenant's  employees,  agents or contractors and
invitees,  whether  such  damage or injury is caused by or  results  from  fire,
steam,  electricity,  gas,  water  or  rain,  or  from  the  breakage,  leakage,
obstruction or other defects of pipes, sprinklers, wires, appliances,  plumbing,
air  conditioning  or  lighting  fixtures,  or from any cause,  whether the said
damage or injury results from conditions arising upon the Premises or upon other
portions of the  Building,  or from other sources or places,  and  regardless of
whether the cause of such damage or injury or the means of repairing the same is
inaccessible to Landlord or Tenant. Landlord shall not be liable for any damages
arising from any act or neglect of any other tenant, if any, of the Building.

                       ARTICLE XV: LIENS AND ENCUMBRANCES

15.1 Tenant will not do any act which will in any way encumber the title of
Landlord in and to the Premises nor will the interest or estate of Landlord in
the Premises be in any way subject to any claim by way of lien or encumbrance,
whether by operation of law or by virtue of any express or implied contract by
Tenant. Any claim to, or lien upon, the Premises arising from any act or
omission of Tenant will accrue only against the leasehold estate of Tenant and
will be subject and subordinate to the paramount title and rights of Landlord in
and to the Premises.

15.2 Tenant will not suffer or permit any liens to stand against the Premises,
the Building or any part thereof, by reason of any work, labor, services, or
materials done for, or supplied, or claimed to have been done for, or supplied
to Tenant, or anyone holding the Premises, or any part thereof through or under
Tenant. If any such lien is at any time filed against the Premises, or the
Building, Tenant will cause the same to be discharged of record within thirty
(30) days after the date of fling the same, by either payment, deposit or bond.
If Tenant fails to discharge any such lien within such period, then, in addition
to any other right or remedy of Landlord, Landlord may, but will not be
obligated to, procure the discharge of the same by paying the amount outstanding
under said lien, and Tenant shall immediately reimburse Landlord for the amount
paid by Landlord for any of the aforesaid purposes, together with all legal and
other expenses incurred Landlord, including reasonable attorneys' fees, in
defending any such action or in procuring the discharge of such lien, which
reimbursement

                                       14
<PAGE>

from Tenant will become due and payable,  as  Additional  Rent  hereunder on the
date of payment of any such sums by Landlord.

15.3 Nothing in this Lease will be deemed to be, or construed in any way as
constituting the consent or request of Landlord, express or implied, by
inference or otherwise, to any person, firm or corporation for the performance
of any labor or the furnishing of any materials for any construction,
rebuilding, alteration or repair of or to the Premises or any part thereof, nor
as giving Tenant any right, power or authority to contract for or permit the
rendering of any services or the furnishing of any materials which might in-any
way give rise to the right to file any lien against Landlord's interest in the
Premises.

               ARTICLE XVI: DAMAGE OR DESTRUCTION AND CONDEMNATION

16.1     Damage or Destruction of Premises.

         A. If all or a substantial part of the leased Premises is destroyed or
damaged by fire or other unavoidable casualty (a substantial part of the
Premises for the purposes of this Article shall be deemed to be fifty percent
(50%) or more of its insurable value), then Landlord shall within thirty (30)
days after such casualty elect in writing to Tenant to either terminate this
Lease or restore damaged areas. For purposes of this Article, the term Premises
shall be deemed to include all appurtenant parking rights and access to the
Premises.

         B. If Landlord elects to terminate this Lease as aforesaid, the
termination shall be effective as of the time of such casualty; if Landlord
elects to restore damaged areas, it shall commence the restoration of the
Premises within ninety (90) days after such casualty and use its best efforts to
coordinate the activities of contractors and material suppliers to accomplish
the restoration within a period of time commensurate with the degree of damage
sustained. In no event, however, shall Landlord be obligated to use any of its
funds for such restoration other than from applicable fire insurance proceeds.
Notwithstanding the foregoing, Landlord shall not be obliged to repair or
replace Tenant's furniture, furnishings, personal property or equipment and
shall not be obligated to bear the costs of repairing any damage caused by any
act, omission or negligence of Tenant or of Tenant's employees, contractees,
invitees, or licensees, and Landlord may make such repairs at the expense of
Tenant, and the cost thereof shall be collectable as additional rent due
hereunder,

         C. If any such restoration is delayed for causes beyond the control of
Landlord, such as acts of God, war, civil insurrection or public disorder,
strikes, unavailability of construction materials, shortages within the labor
market, or acts of governmental authorities, then in such event, the completion
of such restoration shall be postponed for the period of time equal to the
period of delay caused by such events.

         D. If this Lease is not terminated, a just portion of the rent,
according to the nature and extent of the damage, shall be abated until the
Premises shall have been restored.

         E. Notwithstanding the foregoing, Landlord may, in Landlord's sole
discretion, repair and/or rebuild the Building in the event of either total or
partial destruction. Landlord

                                       15
<PAGE>

will not be obligated to rebuild until the insurance proceeds have been received
and in the event such insurance  proceeds are insufficient to completely rebuild
or restore the Premises,  Landlord,  at Landlord's option, may provide the funds
required to completely rebuild or restore.  If Landlord's  mortgagee applies the
insurance  proceeds to the mortgage  debt,  Landlord shall have no obligation to
rebuild.

         F. In the event that (a) Landlord fails to give written notice within
thirty (30) days of its intention to restore the Premises, or (b) Landlord fails
to restore (or in Landlord's estimate, the time for restoration is expected to
exceed one hundred twenty (120) days the Premises to a condition substantially
suitable for their intended use within One Hundred Twenty (120) days of said
damage or destruction (or within such other period of time as Landlord and
Tenant may agree in writing), unless such damage was due to the willful or
intentional acts of Tenant or Tenant's employees, contractors, invitees, or
licensees, Tenant may elect to terminate this Lease by written notice to
Landlord to be given not later than thirty (30) days after the date last
mentioned.

16.2     Condemnation.

         A. If the Premises shall be completely taken by exercise of eminent
domain, then this Lease shall terminate. If any substantial part of the Premises
shall be taken by exercise of eminent domain or by action of any public or other
authority, then this Lease shall terminate at the election of Landlord, notice
of which election shall be given to Tenant within sixty (60) days of such
taking. If Landlord shall not so elect, then in case of such taking, and in case
of any taking of less than a substantial part of the Premises, a just proportion
of said rent according to the nature and extent of the taking shall be abated,
unless the Landlord shall supply to Tenant equivalent substitute space in the
Building at no additional rent. Landlord reserves and accepts all rights to any
awards of damages in connection with the Premises and the Building and the
leasehold hereby created, accrued or subsequently accruing by reason of anything
lawfully done in pursuance of any public or other authority. Tenant hereby
releases and assigns to Landlord all of Tenant's rights to such awards, and
covenants to deliver such further assignments and assurances thereof as Landlord
may from time to time request. it is agreed and understood, however, that
Landlord does not reserve to itself and Tenant does not assign to Landlord, any
damages payable for (i) moveable equipment installed by Tenant or anybody
claiming under Tenant at its own expense, or (ii) relocation expenses, but in
each case only if and to the extent that such damages are recoverable by Tenant
from such authority in a separate action and without reducing Landlord's award
of damages, or (iii) business interruption or similar damages awarded to Tenant.

         B. Notwithstanding the above, Landlord may, in Landlord's sole
discretion, repair and/or rebuild the Building in the event of either total or
partial taking. Landlord will not be obligated to rebuild until the eminent
domain proceeds have been received and in the event such eminent domain proceeds
are insufficient to completely rebuild or restore the Premises, Landlord, at
Landlord's option, may provide the funds required to completely rebuild or
restore. If Landlord's mortgagee applies the eminent domain proceeds to the
mortgage debt, Landlord shall have no obligation to rebuild.

                                       16
<PAGE>

         C. In the event that a taking of any portion of the Premises by the
exercise of eminent domain (a) materially adversely affects the ability of
Tenant to continue to conduct its business in the portion of the Premises not
taken; or (b) Landlord fails to give written notice within sixty (60) days of
its intention to restore the Premises; or (c) Landlord fails to restore the
Premises to a condition substantially suitable for their intended uses within
One Hundred Twenty (120) days of such taking or fails to supply to Tenant
equivalent substitute space in the Building, Tenant may elect to terminate this
Lease by written notice to Landlord to be given no later than thirty (30) days
after the date last mentioned.

                             ARTICLE XVII: SURRENDER

         Upon the expiration or earlier termination of this Lease for any
reason, Tenant will at once surrender and deliver the Premises, together with
all improvements thereon, to Landlord in good condition and repair, reasonable
wear and tear excepted. Reasonable wear and tear excludes: tears and cuts in
floor coverings; excessive wear of floor coverings because of Tenant's
negligence or failure to use desk and chair pads or otherwise; holes in walls
and doors; and damaged ceiling tiles because of installation of phone lines,
computer lines, or otherwise. All alterations, additions, improvements and
partitions (except Tenant's moveable trade fixtures and signs belonging to
Tenant) erected or installed by Tenant shall remain upon the Premises and will
become the property of Landlord as of the date of such expiration or earlier
termination, unless Landlord gives Tenant notice at the time Landlord consents
thereto that such improvements must be removed, in which case Tenant, at its
expense, shall forthwith remove such improvements and restore the Premises to
their original condition by the date of expiration or earlier termination of
this Lease. Tenant shall remove its moveable fixtures and signs and shall repair
all damage to the Premises caused by such removal. Tenant's failure to remove
all or part of Tenant's trade fixtures and signs upon expiration or earlier
termination shall be deemed an abandonment to Landlord of such trade fixtures
and signs and, if Landlord elects to remove all or any part of said fixtures and
signs, the cost of such removal, including repairing any damage to the Premises
caused by such removal, shall be paid by Tenant. Whether installed by Landlord
or Tenant, all fire alarm systems, burglar alarm systems and any other security
systems affixed to, imbedded in, permanently resting upon, or permanently
attached to any part of the Premises, by means of cement, glue, plaster, nails,
bolts, screws, or any other fastening devices shall, upon the termination of
this Lease, become the property of the Landlord, and shall neither be removed,
altered, damaged nor destroyed by Tenant, but shall remain upon the Premises;
all keys, manuals, and other accessories necessary for the proper operation of
such systems shall likewise become and remain the property of the Landlord and
shall be delivered to the Landlord immediately upon the termination of this
Lease.

                           ARTICLE XVIII: HOLDING OVER

18.1 Any holding over by Tenant of the Premises after the expiration or earlier
termination of this Lease will operate and be construed to be a tenancy from
month to month only at a monthly rental of One Hundred Fifty Percent (150%) of
the last monthly base rental plus all

                                       17
<PAGE>

other Additional Rent payable hereunder, and upon the terms hereof applicable to
month-to-month tenancy.

18.2 Nothing contained in this section is to be construed to give Tenant the
right to hold over at any time and Landlord may exercise any and all remedies at
law or in equity to recover possession of the Premises and damages resulting
from any such holding over.

                              ARTICLE XIX: DEFAULT

         The occurrence of any one or more of the following events ("Events of
Default") will constitute a default hereunder:

A. Tenant abandons the Premises.

B. Tenant defaults in any payment due hereunder and such default continues for
ten (10) days after notice from Landlord that such amount is past due.

         C. Tenant fails to observe or perform any of the covenants, conditions
or provisions of this Lease to be observed or performed by Tenant other than
non-payment of sums due hereunder, and Tenant fails to cure such default within
thirty (30) days after notice from Landlord as to existence of such default, but
if such failure is of such character that Tenant cannot reasonably effect a
remedy within such 30-day period, Tenant shall fail to commence such remedy
promptly and prosecute such remedy to completion with diligence and continuity.

         D. Tenant petitions to be, or is declared bankrupt, or insolvent
according to law, or if a receiver be appointed for Tenant, or for all or a
substantial portion of its property, or if an assignment for the benefit of
creditors is made by Tenant.

                              ARTICLE XX: REMEDIES

20.1     Right to Terminate.

         If an Event of Default shall have occurred, Landlord shall have the
right at its election, then or at any time thereafter, to give Tenant written
notice of Landlord's election to terminate this Lease on a date specified in
such notice. Upon the giving of such notice, this Lease and the estate hereby
granted shall expire and terminate on such date as fully and completely and with
the same effect as if such date were the date hereinbefore fixed for the
expiration of the Term, and all rights of Tenant hereunder shall expire and
terminate, but Tenant shall remain liable as hereinafter provided.

20.2     Right of Re-Entry.

         If any Event of Default shall have occurred, Landlord shall have the
immediate right, whether or not this Lease shall have been terminated pursuant
to Section 20.1, to re-enter and repossess the Premises or any part thereof in
the name of the whole and repossess the same

                                       18
<PAGE>

as of its former  estate by  summary  proceedings,  ejectment  or  otherwise  in
compliance with laws and the right to remove all persons and property therefrom.
Landlord  shall  be under  no  liability  for or by  reason  of any such  entry,
repossession  or  removal.  No such  re-entry  or  taking of  possession  of the
Premises by Landlord shall be deemed to waive or prejudice any remedies provided
to Landlord  hereunder,  nor be construed as an election on  Landlord's  part to
terminate this Lease unless a written notice of such election be given to Tenant
pursuant to Section 20.1 or unless the termination of this Lease be decreed by a
court of competent jurisdiction.

20.3     Right to Relet.

         At any time or from time to time after the repossession of the Premises
or any part thereof pursuant to Section 20.2, whether or not this Lease shall
have been terminated pursuant to Section 20.2, Landlord may (but shall be under
no obligation to) relet the Premises or any part thereof for the account of
Tenant, in the name of Tenant or Landlord or otherwise, without notice to
Tenant, 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 (which may include concessions or free rent) and for such uses as
Landlord, in its absolute discretion, may determine, and Landlord may collect
and receive any rents payable by reason of such reletting. Landlord shall not be
responsible or liable for any failure to relet or to collect any rent due upon
such reletting.

20.4     Tenant to Remain Liable.

         No expiration or termination of this Lease pursuant to Section 20.1, by
operation of law or otherwise, and no repossession of the Premises or any part
thereof pursuant to Section 20.2 or otherwise, and no reletting of the Premises
or any part thereof pursuant to Section 20.3, shall relieve Tenant of its
liabilities and obligations hereunder, all of which shall survive such
expiration, termination, repossession or reletting.

20.5     Current Damages.

         In the event of any expiration or termination of this Lease or
repossession of the Premises or any part thereof by reason of the occurrence of
an Event of Default, Tenant will pay to Landlord the Base Rent, Additional Rent
and other sums required to be paid by Tenant for the period to and including the
date of such expiration, termination or repossession; and thereafter, until the
end of what would have been the Term in the absence of such expiration,
termination or repossession, and whether or not the Premises or any part thereof
shall have been relet, Tenant shall be liable to Landlord for, and shall pay to
Landlord, as liquidated and agreed current damages, the Base Rent, Additional
Rent and other sums which would be payable under this Lease by Tenant in the
absence of such expiration, termination or repossession, less the net proceeds,
if any, of any reletting effected for the account of Tenant pursuant to Section
20.3, after deducting from such proceeds all of Landlord's expenses reasonably
incurred in connection with such reletting (including, without limitation, all
repossession costs, brokerage and management commissions, legal expenses,
attorney's fees, employee expenses, and the costs of any decorating, repairs,
changes, alterations or additions

                                       19
<PAGE>

in or to the Premises that may be necessary or convenient). Tenant will pay such
current  damages on the days on which Base Rent  would have been  payable  under
this Lease in the absence of such expiration,  termination or repossession,  and
Landlord shall be entitled to recover the same from Tenant on each such day.

20.6     Final Damages.

         At any time after any such expiration or termination of this Lease or
repossession of the Premises or any part thereof by reason of the occurrence of
an event of default, whether or not Landlord shall have collected any current
damages pursuant to Section 20.5, Landlord shall be entitled to recover from
Tenant, and Tenant will pay to Landlord on demand, as and for liquidated and
agreed final damages for Tenant's default after notice and the expiration of
applicable cure periods, and in lieu of all current damages beyond the date of
such demand (it being agreed that it would be impracticable or extremely
difficult to fix the actual damages), an amount equal to the excess, if any, of
(a) the Base Rent, Additional Rent and other sums which would be payable under
this Lease from the date of such demand (or, if it be earlier, the date to which
Tenant shall have satisfied in full its obligations under Section 20.5 to pay
current damages) for what would be the then unexpired Term in the absence of
such expiration, termination or repossession (assuming for purposes hereof that
Tenant's Proportionate Share of Taxes and Insurance are increasing at a
consistent rate, and the CPI shall increase by 2.5 percent (2.5%) each calendar
year remaining in the Term), over (b) the then net rental value of the Premises
for the same period. Rental value shall be established by reference to the terms
and conditions upon which Landlord relets the Premises if such reletting is
accomplished within a reasonable period of time after such expiration,
termination or repossession, and otherwise established on the basis of
Landlord's estimates and assumptions of fact regarding market and other relevant
circumstances, which shall govern unless shown to be clearly erroneous. If any
statute or rule of law shall validly limit the amount of such liquidated final
damages to less than the amount above agreed upon, Landlord shall be entitled to
the maximum amount allowable under such statute or rule of law.

20.7     Damages and Proceedings.

         Nothing herein contained shall limit or prejudice the right of Landlord
to prove for and obtain in proceedings under any federal or state law relating
to bankruptcy, insolvency, reorganization, or arrangement, in an amount equal to
the maximum allowed by any statute or rule of law in effect at the time when,
and governing the proceedings in which, the damages are to be proved, whether or
not the amount be greater than the amount of loss or damage referred to above.

20.8     Landlord's Right to Cure.

         Landlord may, but shall not be obligated to, cure any default (after
notice and cure periods) by Tenant at any time, and whenever Landlord so elects,
all costs and expenses paid or incurred by Landlord in curing such default,
including without limitation reasonable attorney's fees, shall be deemed
Additional Rent due on demand with interest as provided in

                                       20
<PAGE>

Section  3.6.  Any such  cure  shall  not be deemed  to waive  such  default  or
otherwise affect any of the Landlord's rights due to such default.

                          ARTICLE XXI: ATTORNEYS' FEES

         If, on account of any breach or default (beyond notice and cure
periods) by Landlord or Tenant in their obligations under the terms and
conditions of this Lease, it becomes necessary or appropriate for the
non-defaulting party to employ or consult with an attorney or attorneys
concerning, or to enforce or defend, any of its rights or remedies hereunder,
the defaulting party agrees to pay all reasonable attorneys' fees so incurred.

                             ARTICLE XXII: NO WAIVER

         The waiver by Landlord or Tenant of any breach of any term, covenant or
condition herein contained will not be deemed to be a waiver of such term,
covenant or condition for any subsequent breach of the same or any other term,
covenant or condition herein contained. The acceptance by Landlord of any
payment of rent or other charges hereunder after the termination of this Lease
by Landlord shall not be deemed to restore this Lease or Tenant's right to
possession hereunder, but will be construed as a payment on account of damages
due from Tenant to Landlord. No remedy hereunder shall be deemed exclusive, but
shall be cumulative with all other remedies at law or equity.

                              ARTICLE XXIII: BROKER

         Landlord and Tenant warrant to one another that each has had no
dealings with any broker or agent in connection with this Lease other than Grubb
& Ellis, whose commission Landlord covenants and agrees to pay. Landlord and
Tenant covenant to pay, hold harmless and indemnify the other arising out of the
breach of their warranty made herein.

                          ARTICLE XXIV: LANDLORD'S LIEN

Intentionally omitted.

                             ARTICLE XXV: MORTGAGES

25.1     Subordination.

         Tenant accepts this Lease subject and subordinate to any mortgage(s)
and/or deed(s) of trust now or at any time hereafter constituting a lien or
charge upon the Premises provided however that if the mortgagee, trustee or
holder of any such mortgage or deed of trust elects to have Tenant's interest in
this Lease be superior to any such instrument, then by notice to Tenant from
such mortgagee, trustee or holder, this Lease will be deemed superior to such

                                       21
<PAGE>

lien, whether this Lease is executed before or after such mortgage or deed of
trust. Tenant will at any time hereafter on demand execute any commercially
reasonable instruments, which may be required by any mortgagee for the purposes
of subjecting and subordinating this Lease to the lien of any such mortgage. In
the event any proceedings are brought for foreclosure or in the event of the
exercise of the power of sale under any mortgage or deed of trust made by
Landlord covering the Premises, or in the event any mortgagee obtains possession
of the Premises by deed in lieu of foreclosure, or in any other similar matter,
the Tenant, at the request of any such mortgagee or purchaser upon any such
foreclosure or sale, will attorn to the mortgagee or the purchaser of the
Premises, and recognize said mortgagee or purchaser as the Landlord under this
Lease. Tenant will, at the request of the Landlord, execute a document, in form
proper for recording such agreement to attorn, which document shall provide that
the mortgagee will not interfere with or disturb Tenant's possession of the
premises demised under the Lease, so long as Tenant pays the rent stipulated in
the Lease and performs all other terms and conditions thereof.  (See Exhibit D -
"Example of Typical Subordination and Attornment Agreement")

25.2     Notice to Mortgagee.

         In the event of any default on the part of Landlord, Tenant will give
notice by registered or certified mail to any beneficiary of a deed of trust or
mortgagee of a mortgage covering the Premises whose address shall have been
furnished it, and shall offer such beneficiary or mortgagee a reasonable
opportunity to cure the default, including a reasonable time to obtain
possession of the Premises by power of sale or a judicial foreclosure, if such
should prove necessary to effect a cure.

25.3     Request by Mortgagee.

         In the event that the holder of any mortgage or prospective mortgage on
the Premises shall request any modification of any of the provisions of this
Lease not having a material adverse effect on Tenant's rights, Tenant agrees
that Tenant will enter into a written agreement in recordable form with such
holder or prospective holder, which shall effect such modification and shall
provide that such modification shall become effective and binding upon Tenant
and shall have the same force as an amendment to this Lease in the event of a
foreclosure or other similar action taken by such holder or prospective holder.
A provision directly relating to the rents payable hereunder, the duration of
time hereof, the size, use, or location of the Premises shall be deemed a
provision having a material adverse effect on Tenant's rights.

25.4     Assignment of Rights.

         With respect to any assignment by Landlord of Landlord's interest in
this Lease, or the rents payable hereunder, conditional in nature or otherwise,
which assignment is made to the holder of any mortgage on the Premises, the
Building or the Property, Tenant agrees that the execution thereof by Landlord,
and the acceptance thereof by the holder of such mortgage, shall never be deemed
an assumption by such holder of any of the obligations of Landlord hereunder,
unless such holder shall, by written notice sent to Tenant, specifically

                                       22
<PAGE>

elect,  or unless such holder shall  foreclose the mortgage,  take possession of
the Premises, and agree in writing to so assume Landlord's obligations.

                              ARTICLE XXVI: NOTICES

         Any and all notices, demands, consents or approvals required hereunder
shall be given in writing in accordance with this Section. Any notice from
Landlord to Tenant shall be deemed duly served, if mailed to Tenant (after the
Commencement Date) at the address listed herein by reputable overnight courier,
or by registered or certified mail, return receipt requested, postage prepaid.
Any notice from Tenant to Landlord shall be deemed duly served, if mailed to
Landlord by reputable overnight courier, or by registered or certified mail,
return receipt requested, postage prepaid, addressed to Landlord at the address
listed herein or at such address as Landlord may from time to time designate.
All notices shall be deemed sufficiently served or given for all purposes
hereunder the earlier of (i) receipt of such notice or (ii) two (2) business
days after such notice shall be deposited in any post office or branch post
office regularly maintained by the United States Government.

         LANDLORD:            Sixth Road Woburn LLC
                              c/o Robert W. Murray
                              27 Cambridge Street
                              Burlington, MA 01803-4616

         TENANT:              Bridgeline Software, Inc.
                              10 Sixth Road
                              Woburn, MA 01801

         With a simultaneous copy to:

                              Torpy & Gamer, LLC
                              One Washington Mall, 15th Floor
                              Boston,  MA 02108
                              Attn: Elizabeth Garner

                          ARTICLE XXVII: MISCELLANEOUS

27.1 The terms, provisions, covenants and conditions contained in this Lease
contain all agreements of the parties with respect to any matter mentioned
herein and will apply to, inure to the benefit of and be binding upon, the
parties hereto and upon their respective heirs, legal representatives,
successors and permitted assigns except as otherwise herein expressly provided.
This Lease may be modified in writing only, signed by Landlord and Tenant.

27.2 Landlord and Tenant agree, from time to time, within ten (10) days after
request by the other, to deliver an estoppel certificate stating that this Lease
is unmodified and in full force and effect (or if there have been modifications,
that the Lease is in full force and effect as modified and stating the
modifications) the date to which rent and other charges have been

                                       23
<PAGE>

paid, the unexpired  term of this Lease,  whether there are any defaults or rent
abatements  or offsets  claimed  by  Landlord  or Tenant and such other  factual
matters  pertaining  to this  Lease  as may be  reasonably  requested,  it being
intended that any such statement  delivered pursuant to this subparagraph may be
relied upon by any prospective  purchaser of the fee or mortgagee or assignee of
any  mortgage  upon  the fee of the  Premises  or any  other  party,  and  their
respective successors and assigns.

27.3 Time is of the essence  with respect to the due  performance  of the terms,
provisions and obligations set forth in this Lease.

27.4 If Landlord or Tenant is a corporation or limited liability company,
Landlord and Tenant represent and warrant that each individual executing this
Lease on behalf of said corporation or limited liability company is duly
authorized to execute and deliver this Lease on behalf of said corporation or
said limited liability company in accordance with a duly adopted resolution of
the Board of Directors of said corporation or limited liability company or in
accordance with the Bylaws of said corporation or operating agreement of said
limited liability company, and that this Lease is binding upon said corporation
or limited liability company in accordance with its terms.

27.5 This Lease will be construed and enforceable in accordance with the laws of
the state where the Premises are located.

27.6 Nothing in this Lease is to be deemed to limit or affect the right of
Landlord to sell, assign, encumber, transfer, lease or otherwise dispose of any
or all of Landlord's interest in any or all of the Premises or in any or all of
the Building.

27.7 Except as set forth in this Lease or any addendum or exhibit, all tenant
improvements to the Premises shall be the sole responsibility of Tenant and made
at Tenant's sole cost.

27.8 The initialed  Riders,  Addenda and Exhibits,  if any,  annexed  hereto are
incorporated herein by reference.

                                       24
<PAGE>

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day
and year first above written at the place and on the dates specified adjacent to
their respective signatures, as a sealed instrument.

                                               LANDLORD:

                                               Sixth Road Woburn LLC

Executed at BURLINGTON, MA

On MAY 6, 2005                                 By: /S/ ROBERT W. MURRAY
   ---------------------------------               --------------------
                                                   Robert W. Murray, Manager
                                                   and not individually

                                               TENANT:

                                               Bridgeline Software, Inc.

Executed at WOBURN, MA

on MAY 4, 2005                                 By: /S/ GARY M. CEBULA
   ---------------------------------               ------------------
                                                   Its: CFO
                                                   duly authorized

                                       25
<PAGE>

                                    EXHIBIT A

                [Omitted: Picture drawn to scale of leased space]































<PAGE>

                                    EXHIBIT B

                        BRIDGELINE OUTLINE SPECIFICATIONS

1.       Doors: 3' x 7' mahogany doors with a clear poly finish and painted
         metal trim.

2.       Office side lights: 2' x 7' side lights with painted metal trim on all
         offices and as shown on Exhibit A.

3.       Ceilings: 2' x 2' acoustical drop ceilings in all areas.

4.       Lighting: lighting to be consistent with the hallway lighting on the
         second floor BRIDGELINE's existing Premises at addressStreet130 New
         Boston Street. Lighting is Lightolier Fluorescent Coffaire 2x2
         Direct/Indirect Recessed. Catalogue # CFH2GPW2FT120SB.

5.       Flooring: Key Carpet Assurance, Level Loop 26 ounce pile throughout.
         12" x 12" Vinyl Composition Tile (VCT) by Mannington Commercial may be
         substitution in areas where appropriate, e.g., the Kitchen. Vinyl base
         throughout. Tenant may substitute alternative flooring, and Landlord
         will provide a credit toward the alternative flooring of $1.50 psf,
         installed.

6.       Walls: Taped drywall with white Benjamin Moore paint throughout.

7.       Kitchen: There will be a stainless steel sink recessed in a laminate
         counter with 6'-0" of building standard cabinets above and below
         counter. Additional cabinets/shelving may be provided in Kitchen as
         mutually agreed upon by Landlord and Tenant. Landlord will furnish and
         install a dishwasher. Refrigerator by Tenant.

8.       Door Systems: An all glass system will be provided for the front doors
         and for the large conference room door and wall as shown on Exhibit A.

9.       Window Treatments: Motor operated vertical blinds for the exterior
         windows are not included in this proposal. Vertical blinds for the
         interior windows also are not included.

10.      Accent Lighting: An allowance of $2,000 to install accent/specialty
         lighting is included. Lighting to be furnished by the Tenant. Tenant to
         furnish "spot" lights for its logo at the reception area. Landlord to
         provide recessed "spot" lights in the large conference room above the
         custom cabinetry. Installation of these lights by Landlord.

11.      Built-Ins/Cabinetry/Furniture: Except for the Kitchen and the binding
         room, built-ins, cabinets, and furniture are not included.

12.      Landlord will provide a 12' x 12' storage area in the basement with
         plywood shelving on two sides.

<PAGE>

13.      Tenant is responsible for all data and phone distribution from the
         Electrical Room. Landlord will provide data and phone connections to
         the main Electrical Room.


































<PAGE>

                                    EXHIBIT C

                        RULES AND REGULATIONS ATTACHED TO

                          AND MADE A PART OF THIS LEASE

1. No sign, placard, picture, advertisement, name or notice shall be inscribed,
displayed or printed or affixed on or to any part of the outside of the Building
without the written consent of Landlord first had and obtained and Landlord
shall have the right to remove any such sign, placard, advertisement, name or
notice without notice to and at the expense of Tenant.

         All approved signs or lettering on doors shall be printed, painted,
affixed or inscribed at the expense of Tenant by a person approved by Landlord.

         Tenant shall not place anything or allow anything to be placed near the
glass of any window, door, partition or wall which may appear unsightly from
outside the Premises.

2. No Tenant shall have any property stored outside, except with the prior
consent of Landlord.

3. All sidewalks, halls, passages, exits, entrances, elevators and stairways of
the Building, if any, shall not be obstructed by Tenant or used for any purpose
other than for ingress to and egress from its respective Premises. No Tenant and
no employees or invitees of Tenant shall go up on the roof of the Building.

4. Tenant shall not alter any lock nor install any new or additional locks or
any bolts on any door of the Premises.

5. Tenant shall not overload the floor of the Premises or mark, drive nails,
screw or drill into the partitions, woodwork or plaster or in any way deface the
Premises or any part thereof.

6. Tenant shall not use, keep or permit to be used or kept any foul or noxious
gas or substance in the Premises, or permit or suffer the Premises to be
occupied or used in a manner offensive or objectionable to Landlord or other
occupants of the Building by reason of noise, odors and/or vibrations, or
interfere in any way with other tenants or those having business therein, nor
shall any animals or birds be brought in or kept in or about the Premises or the
Building.

7. No cooking shall be done or permitted by Tenant on the Premises, nor shall
the Premises be used for washing clothes, for lodging, or for any improper,
objectional or immoral purposes.

8. Tenant shall not use or keep in the Premises or the Building any kerosene,
gasoline or inflammable or combustible fluid or material, or use any method of
heating or air conditioning other than that supplied by Landlord.

<PAGE>

9. Landlord will direct electricians as to where and how telephone and telegraph
wires are to be introduced. No boring or cutting for wires will be allowed
without the consent of Landlord. The location of telephones, call boxes and
other office equipment affixed to the Premises shall be subject to the approval
of Landlord.

10. Tenant, upon the termination of its tenancy, shall deliver to the Landlord
the keys of offices, rooms and toilet rooms which shall have been furnished the
Tenant or which the Tenant shall have had made, and in the event of loss of any
keys so furnished, shall pay the Landlord therefore.

11. Landlord reserves the right to exclude or expel from the Building any person
who, in the judgment of Landlord, is intoxicated or under the influence of
liquor or drugs, or who shall in any manner do any act in violation of any of
the rules and regulations of the Building.

12. No vending machine or machines of any description shall be installed,
maintained or operated upon the Premises without the written consent of the
Landlord.

13. Tenant shall not disturb, solicit or canvass any occupant of the Building
and shall cooperate to prevent same.

14. Any permitted corrosive, flammable or other special wastes shall be handled
for disposal as directed by Landlord.

15. Tenant's use of the Common Areas shall be limited to access and parking
purposes and under no circumstances shall Tenant be permitted to store any goods
or equipment; conduct any operations or construct or place any improvements,
barriers or obstructions in the Common Areas, or otherwise adversely affect the
appearance of same.

16. In order to prevent damage or unreasonable wear and tear to carpeting and
other floor covering that is or may become the property of the Landlord under
the terms of the Lease, Tenant shall, at Tenant's expense, provide chair mats
for all desk chairs used in the Premises and furniture cushions or other
suitable protection under all desks, tables and other furniture and equipment
kept in the Premises. Damage caused to carpeting or floor covering because of
Tenant's failure to comply with this rule shall not be considered "reasonable"
or "ordinary" wear and tear .under the Lease in determining Tenant's liability
for damage to the Premises or Tenant's duty to repair, restore or maintain the
Premises.

17. The moving of equipment, furniture, and freight into or out of the Premises
shall occur only on previous notice to Landlord and at such times as Landlord
shall designate. The persons employed to move such equipment, furniture, or
freight in and out of the Building must be acceptable to Landlord. No equipment,
furniture, or freight of any description shall be received into the Building
except during the hours designated by Landlord.

         Landlord shall in all cases have and retain the power to prescribe the
weight, proper position, and manner of support under all heavy furniture,
equipment and freight, and all

<PAGE>

damage done to the Building by moving in or moving out any equipment,  furniture
or freight, or during the time it is in or on the Premises, shall be repaired at
the expense of Tenant, but by contractors or mechanics named by Landlord.

18. Tenant shall refrain from "excessive operation" (as hereinafter defied) of
the heating, ventilating and air conditioning ("HVAC") equipment servicing the
Premises. Operation of the HVAC equipment servicing the Premises is defined as
"excessive operation" in any of the following cases:

         a.) Operation during more than twelve (12) hours each day; or

         b.) Operation during more than six (6) days each week; or

         c.) Operation during any period other than the normal cooling and
heating seasons of the year.

         Tenant shall give prior written notice to the Landlord of any
anticipated requirement for excessive operation of the HVAC equipment servicing
the Premises in order to give the Landlord the opportunity to make any
modifications or changes to such equipment then existing as Landlord in its sole
discretion may deem necessary or desirable in order to assure that the equipment
will be able to satisfy the demand imposed by such excessive operation; however,
Landlord shall not be obliged to make any such modification or changes to the
equipment.

         Notwithstanding anything to the contrary contained in any other term or
provision of the Lease or the Exhibits, Addenda, or Riders thereto, if Tenant
requires the excessive operation of the HVAC equipment servicing the Premises,
Tenant shall, at its sole cost and expense and without any cost to Landlord,
keep in good order and repair and replace as necessary, all such HVAC equipment.
If Tenant refuses or neglects to make or perform such maintenance, repairs, or
replacement, in a manner satisfactory to Landlord, Landlord shall have the
right, upon giving Tenant reasonable written notice (except in situations deemed
to be emergency situations by Landlord), to perform such maintenance, or to make
such repairs or replacements on behalf of and for the account of Tenant and
Tenant shall pay Landlord's reasonable costs of such work, as additional rent,
promptly upon receipt of a bill therefore.

19. Overnight parking of vehicles is prohibited.

20. Landlord reserves the right to make such other and further nondiscriminatory
Rules and Regulations as in its judgment may be necessary or desirable for the
safety, care and cleanliness of the Premises and the Building and for the
preservation of good order therein. Tenant agrees to abide by all such Rules and
Regulations which are adopted.

                                              LANDLORD:

                                              Sixth Road Woburn LLC

<PAGE>

Executed at BURLINGTON, MA

on MAY 6, 2005                                By: /S/ ROBERT W. MURRAY
   ----------------------------                   ------------------------------
                                                  Robert W. Murray, Manager
                                                  and not individually


                                              TENANT:

                                              Bridgeline Software, Inc.

Executed at WOBURN, MA

on MAY 4, 2005                                By: /S/ GARY M. CEBULA
   ----------------------------                   ------------------------------
                                                  Its: CFO
                                                  duly authorized










<PAGE>


                                    EXHIBIT D

                     SUBORDINATION AND ATTORNMENT AGREEMENT

         THIS SUBORDINATION AND ATTORNMENT AGREEMENT (this "Agreement") made as
of this _____ day of _____, 20__, by and between (hereinafter referred to as
"Landlord"),______________________, (hereinafter referred to as "Tenant")
and_________________________(hereinafter referred to as "Mortgagee").

                                   WITNESSETH:

         WHEREAS, Mortgagee is committed to lend certain sums to Landlord which
sums shall be secured by a Security Agreement and Mortgage Deed (hereinafter
referred to as the "Mortgage") on certain property (hereinafter referred to as
the "Property") in [LOCATION OF PROPERTY], more particularly described therein
and which shall be recorded in the [NAME OF REGISTRY] concurrently with the
recording of this Agreement; and

         WHEREAS, Tenant has entered into a Lease (hereinafter referred to as
"said Lease" which term shall mean and include all amendments and modifications
thereto which have been approved by Mortgagee) with Landlord, executed the
[DATE] day of [MONTH], 20_, as amended, covering the premises and improvements
subject to said Mortgage as therein more particularly described; and

         WHEREAS, in order to induce the Mortgagee to make the loan as evidenced
by the Mortgage, Landlord and Tenant have offered to enter into this Agreement
in order to, inter alia, establish the prior right, claim and lien of the
Mortgage with respect to all matters concerning condemnation and casualty as set
forth in said Lease.

         NOW, THEREFORE, for and in consideration of One Dollar ($1.00) and
other good and valuable consideration, the receipt whereof the parties hereto
hereby acknowledge, and to induce the Mortgagee to make the loan evidenced by
said Mortgage, the parties hereto covenant and agree as follows:

         1. The said Mortgage and the lien thereof, shall be, and the same is
hereby made, SUBJECT AND SUBORDINATE to the said Lease with the same force and
effect as if said Lease had been executed, delivered and recorded prior to the
execution, delivery and recording of the said Mortgage, EXCEPT, HOWEVER, that
the Lease and the rights of Landlord and Tenant thereunder shall be, and is
hereby made, expressly subject and subordinate in all respects to:

         (a)      The right, claim and lien of said Mortgage in, to and upon any
                  award or other compensation heretofore or hereafter to be made
                  for any taking by eminent domain of any part of the said
                  Property, and to the right of disposition thereof in
                  accordance with the provisions of said Mortgage;

<PAGE>

         (b)      The right, claim and lien of said Mortgage in,. to and upon
                  any proceeds payable under all policies of fire, casualty and
                  rent insurance upon the said Property and as to the right of
                  disposition thereof in accordance with, the terms of said
                  Mortgage;

         (c)      Any right, power or interest, if any, which may have arisen or
                  intervened between the date of execution of said Lease, the
                  date of recording of the Mortgage, or any lien or judgment
                  which may arise at any time, under the terms of such Lease;

it being expressly further understood and agreed that with respect to the
matters referred to in subsections 1(a) through 1(c), the Mortgage and the lien
thereof shall be, and the same is hereby made, prior in right to the said Lease
and the rights of Landlord and Tenant thereunder with the same force and effect
as if said Mortgage had been executed, delivered and recorded prior to the
execution, delivery and recording of the Lease.

         2. Tenant agrees that it shall not alter, modify, amend, change,
surrender or cancel the Lease nor pay the rent due thereunder in advance for
more than thirty (30) days except as may be required by said Lease, without the
prior written consent of the Mortgagee, and will not seek to be made an adverse
or defendant party in any action or proceeding brought to enforce or foreclose
the Mortgage. Tenant further agrees that it shall not subordinate its interest
in the Lease to the lien of any mortgage, security agreement or lease affecting
the premises demised under the Lease.

         3. In the event of a default by Landlord under the terms of the Lease
which is of such a nature as to give Tenant the right to terminate the Lease or
reduce the rent payable thereunder by credit, offset or otherwise, then, and in
any such event, Tenant agrees that concurrently with giving notice of default to
Landlord, Tenant shall deliver a copy thereof to Mortgagee. Tenant further
agrees that if Landlord does not cure the default specified in such notice of
default within thirty (30) calendar days after notice thereof, then Tenant shall
give further notice of that fact to Mortgagee and Mortgagee shall thereupon, if
it shall so elect, have the right, but not the obligation, to cure the default
of Landlord within twenty (20) calendar days after the giving of such further
notice by Tenant, and in case of a default which cannot, with due diligence, be
cured with said twenty (20) days, then the twenty (20) days shall be extended
for such period as may be necessary to complete the curing of the same with all
due diligence and continuity.

         4. In the event of entry to foreclose the Mortgage and/or foreclosure
thereof, or a conveyance in lieu of, or subsequent to, foreclosure and if the
Lease shall not have been terminated under the provisions hereof or of the
Lease:

         (a)      The Mortgagee will not interfere with or disturb Tenant's
                  possession of the premises demised under the Lease, so long as
                  Tenant pays the rent stipulated in. the Lease and performs all
                  other terms and conditions thereof;

<PAGE>

         (b)      The Lease will remain in full force and effect, as modified
                  hereby, and the Tenant will attorn to and be bound under the
                  Lease to the Mortgagee and its successors and assigns
                  including any purchaser of the Property in foreclosure or any
                  grantee under a conveyance in lieu of or subsequent to
                  foreclosure, and Tenant will perform and observe all of its
                  obligations thereunder to the same effect as though the Lease
                  had been executed prior to the execution and delivery of the
                  Mortgage, and Tenant agrees to execute and deliver, upon the
                  request of the Mortgagee or other owner of the demised
                  premises, any instrument which may be necessary or appropriate
                  to evidence such attornment.

PROVIDED, HOWEVER, that the Mortgagee shall not be:

                  (i)      liable for any act or omission of the Landlord; or

                  (ii)     subject to any of-sets or defenses which the Tenant
                           might have against Landlord; or

                  (iii)    bound by any rent or additional rent which Tenant
                           might have paid for more than the current rental
                           period of the Lease; or

                  (iv)     bound by any amendment or modification of the Lease
                           made without its written consent.

         5. All notices, demands or other communications which any party hereto
is required or may desire to give to another party hereto may be delivered in
person or shall be sent by reputable overnight courier or by certified or
registered mail, postage prepaid, return receipt requested, addressed to the
other party at the address first set forth hereinabove or at such other
addresses as any party hereto may hereafter specify by notice in writing to the
others. Any such notice or demand shall be deemed given and received upon the
earlier to occur of receipt thereof or seventy-two (72) hours after deposit in
the placecountry-regionUnited States mail as aforesaid.

         6. Landlord hereby authorizes Tenant to rely on any written notice or
demand received from Mortgagee to make rent and other payments, to which
Landlord may be entitled, to Mortgagee instead of Landlord whenever so demanded
by Mortgagee, whether or not the Mortgage shall have been foreclosed.

         7. Tenant agrees that in the event Mortgagee shall succeed to the
rights of Landlord as landlord under the Lease, then Tenant shall look solely to
Mortgagee's interest in the Property in the enforcement of any claims against
Mortgagee. The provisions hereof shall expressly inure to the benefit of any
successors and assigns of Mortgagee.

         8. The provisions of this Agreement shall be deemed to be covenants
running with the land, shall be binding upon and shall inure to the benefit of
the parties hereto, their respective successors and assigns and shall
specifically be binding upon any purchaser of

<PAGE>

said Property at a sale foreclosing the said Mortgage. Mortgagee may assign and
transfer its interest in the Mortgage to [NAME OF ASSIGNEE], (hereinafter
referred to as "Assignee"). It is understood and agreed by all parties hereto
that upon making such assignment, Mortgagee shall be automatically released of
all obligations under this Agreement and that by acceptance of such assignment,
Assignee shall thereby assume all obligations of Mortgagee hereunder.

         9. This Agreement may be executed in three (3) or more counterparts by
one or more of the parties hereto and each such counterpart shall be deemed to
be an original and shall have the same force and effect as an original, and all
such counterparts in the aggregate shall constitute but one and the same
instrument.

IN WITNESS WHEREOF, each of the parties hereto have hereunto set their hands and
seals, as of the day and year first above written.

                                             LANDLORD

                                             TENANT

                                             MORTGAGEE

                                (ACKNOWLEDGMENTS)
</TEXT>
</DOCUMENT>
