<PAGE>
may be present at the leased premises. No hazardous materials or wastes shall be
stored, disposed of, or allowed to remain at the leased premises at any time,
and LESSEE shall be solely responsible for any and all corrosion or other damage
associated with the use, storage and/or disposal of same by LESSEE.
26. RESPONSIBILITY. [insert addendum 26a] Neither LESSOR nor OWNER shall be
held liable to anyone for loss or damage caused in any way by the use, leakage,
seepage or a escape of water from any source, or for the cessation of any
service rendered customarily to said premises or buildings, or agreed to by the
terms of this lease, due to any accident, the making of repairs, alterations or
improvements, labor difficulties, weather conditions, mechanical breakdowns,
trouble or scarcity in obtaining fuel, electricity, service or supplies from the
sources from which they are usually obtained for said building, or any cause
beyond LESSOR's immediate control.
27. SURRENDER. LESSEE shall at the termination of this lease remove all of
LESSEE's goods and effects from the leased premises. LESSEE shall deliver to
LESSOR the leased premises and all keys and locks thereto, all fixtures and
equipment connected therewith, and all alterations, additions and improvements
made to or upon the leased premises, whether completed by LESSEE, LESSOR or
others, including but not limited to any offices, [insert addendum 27a]
partitions, window blinds, floor coverings (including computer floors), plumbing
and plumbing fixtures, air conditioning equipment and ductwork of any type,
exhaust fans or heaters, water coolers, burglar alarms, telephone wiring, air or
gas distribution piping, compressors, overhead cranes, hoists, trolleys or
conveyors, counters, all electrical work, including but not limited to lighting
fixtures of any type, wiring, conduit, EMT, transformers, distribution panels,
bus ducts, raceways, outlets and disconnects, and furnishings or equipment which
have been bolted, welded, nailed, screwed, glued or otherwise attached to any
wall, floor, ceiling, roof, pavement or ground, or which have been directly
wired to any portion of the electrical system or which have been plumbed to the
water supply, drainage or venting systems serving the leased premises. LESSEE
shall deliver the leased premises sanitized from any chemicals or other
contaminants, and broom clean and in the same condition as they were at the
commencement of this lease or any prior lease between the parties for the leased
premises, or as they were modified during said term with LESSOR's written
consent reasonable wear and tear, [insert addendum 27b] and damage by fire or
other casualty only excepted. In the event of LESSEE's failure to remove any of
LESSEE's property from the leased premises upon termination of the lease, LESSOR
is hereby authorized, without liability to LESSEE for loss or damage thereto,
and at the sole risk of LESSEE, to remove and store any such property at
LESSEE'S expense, or to retain same under LESSOR's control, or to sell at public
or private sale (without notice), any or all of the property not so removed and
to apply the net proceeds of such sale to the payment of any sum due hereunder,
or to destroy such abandoned property. In no case shall the leased premises be
deemed surrendered to LESSOR until the termination date provided herein or such
other date as may be specified in a written agreement between the parties,
notwithstanding the delivery of any keys to LESSOR.
28. GENERAL. (a) The invalidity or unenforceability of any provision of
this lease shall not affect or render invalid or unenforceable any other
provision hereof. (b) The obligations of this lease shall run with the land, and
this lease shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that LESSOR and OWNER shall
be liable only for obligations occurring while lessor, owner or master lessee of
the premises. (c) Any action or proceeding arising out of the subject matter of
this lease shall be brought by LESSEE within [insert addendum 28a] after the
cause of action has occurred and only in a court of the Commonwealth of
Massachusetts. (d) If LESSOR is acting under or as agent for any trust or
corporation, the obligations of LESSOR shall be binding upon the trust or
corporation, but not upon any trustee, officer, director, shareholder, or
beneficiary of the trust or corporation individually. (e) If LESSOR is not the
owner (OWNER) of the leased premises, LESSOR represents that said OWNER has
agreed to be bound by the terms of this lease unless LESSEE is in default
hereof. (f) This lease is made and delivered in the Commonwealth of
Massachusetts, and shall be interpreted, construed, and enforced in accordance
with the laws thereof. (g) This lease was the result of negotiations between
parties of equal bargaining strength, and when executed by both parties shall
constitute the entire agreement between the parties, superseding all prior oral
and written agreements, representations, statements and negotiations relating in
any way to the subject matter herein. This lease may not be extended or amended
except by written agreement signed by both parties or as otherwise provided
herein, and no other subsequent oral or written representation shall have any
effect hereon. (h) Notwithstanding any other statements herein, LESSOR makes no
warranty, express or implied, concerning the suitability of the leased premises
for LESSEE's intended use. (i) LESSEE agrees that if LESSOR does not deliver
possession of the leased premises as herein provided for any reason, LESSOR
shall not be liable for any damages to LESSEE for such failure, but LESSOR
agrees to use reasonable efforts to deliver possession to LESSEE at the earliest
possible date. A [insert addendum 28b] abatement of rent, excluding the cost of
any amortized improvements to the leased premises, for such time as b LESSEE may
be deprived of possession of the leased premises, except where a delay in
delivery is caused in any way by LESSEE, shall be LESSEE's sole remedy. (j)
Neither the submission of this lease form, nor the prospective acceptance of the
security deposit and/or rent shall constitute a reservation of or option for the
leased premises, or an offer to lease, it being expressly understood and agreed
that this lease shall not bind either party in any manner whatsoever until it
has been executed by both parties. (k) LESSEE shall not be entitled to exercise
any option contained herein if LESSEE is at that time in default of any terms or
conditions hereof, [insert addendum 28c]. (I) Except as otherwise provided
herein, LESSOR, OWNER and LESSEE shall not be liable for any special, c
incidental, indirect or consequential damages, including but not limited to lost
profits or loss of business,
<PAGE>
arising out of or in any manner connected with performance or nonperformance
under this lease, even if any party has knowledge of the possibility of such
damages. (m) The headings in this lease are for convenience only and shall not
be considered part of the terms hereof. (n) No endorsement by LESSEE on any
check shall bind LESSOR in any way. (o) LESSOR and LESSEE hereby waive any and
all rights to a jury trial in any proceeding in any way arising out of this
lease.
29. SECURITY AGREEMENT. THIS PARAGRAPH DOES NOT APPLY.
30. WAIVERS, ETC. No consent or waiver, express or implied, by LESSOR, to
or of any breach of any covenant, condition or duty of LESSEE shall be construed
as a consent or waiver to or of any other breach of the same or any other
covenant, condition or duty. If LESSEE is several persons, several corporations
or a partnership, LESSEE's obligations are joint or partnership and also
several. Unless repugnant to the context, "LESSOR" and "LESSEE" mean the person
or persons, natural or corporate, named above as LESSOR and as LESSEE
respectively, and their respective heirs, executors, administrators, successors
and assigns.
31. AUTOMATIC FIVE-YEAR EXTENSIONS. THIS PARAGRAPH DOES NOT APPLY.
32. ADDITIONAL PROVISIONS. (Continued on attached rider(s) if necessary.)
- SEE ATTACHED RIDER -
IN WITNESS WHEREOF, LESSOR and LESSEE have hereunto set their hands and
common seals and intend to be legally bound hereby this 10th day of August,
1999.
LESSOR: CUMMINGS PROPERTIES, LLC LESSEE: BOOK TECH, INC.
By: /s/ illegible signature By: /S/ MORRIS A. SHEPARD
-------------------------- ----------------------------
Executive Vice President
GUARANTY
IN CONSIDERATION of the making of the above lease by Cummings Properties
LLC, with Book Tech, Inc.
--------------------------------------------------------------------------------
at the request of the undersigned and in reliance on this guaranty, the
undersigned (GUARANTOR) hereby personally guarantees the prompt payment of rent
by LESSEE and the performance by LESSEE of all terms, conditions, covenants and
agreements of the lease, any amendments thereto and any extensions or
assignments thereof, and the undersigned promises to pay all expenses, including
reasonable attorney's fees, incurred by LESSOR in enforcing all obligations of
LESSEE under the lease or incurred by LESSOR in enforcing this guaranty.
LESSOR's consent to any assignments, subleases, amendments and extensions by
LESSEE or to any compromise or release of LESSEE's liability hereunder, with or
without notice to the undersigned, or LESSOR's failure to notify the undersigned
of any default and/or reinstatement of the lease by LESSEE, shall not relieve
the undersigned from liability as GUARANTOR.
IN WITNESS WHEREOF, the undersigned GUARANTOR has hereunto set his/her/its
hand and common seal intending to be legally bound hereby as of this 10th day of
August, ______.
/S/ MORRIS A. SHEPARD
------------------------
<PAGE>
ADDENDUM TO LEASE
BOOK TECH, INC.
5. a. at 42 Cummings Park
b. and all areas at 43 Cummings Park, year-round
c. municipal
d. which approval shall not be unreasonably withheld, delayed or
conditioned
7. a. and LESSEE's cost of relocation.
8. a. except due to fire or other casualty or to any cause beyond LESSEE's
control.
9. a. the roof, foundation and all common areas of the building of which the
leased premises are a part, driveways, parking areas and landscaping,
b. its agents or employees
c. except damage caused by LESSOR
d. taking by eminent domain
e. except for latent or hidden conditions.
f. and shall be performed by LESSOR in a manner that will not
unreasonably interfere with LESSEE's use of or access to the leased
premises.
10. a. which consent shall not be unreasonably withheld, delayed or
conditioned.
b. reasonable
c. bonded,
d. provided that any such changes do not unreasonably interfere with
LESSEE's use of, or access to, the leased premises.
11. a. which consent shall not be unreasonably withheld, delayed or
conditioned.
b. which shall not exceed $500.00.
12. a. provided LESSOR obtains and delivers to LESSEE, when requested, a
standard non-disturbance agreement from such mortgagee(s).
13. a. Except for emergencies, such access shall be on reasonable advance
notice, and to the extent possible, conducted in a manner so as not to
unreasonably interfere with LESSEE's use of the leased premises.
14. a. except those claims based on LESSOR's sole negligence.
16. a. to the extent
<PAGE>
b. misconduct or material breach of this lease by
c. in use by LESSEE or LESSEE's employees, agents or invitees and so are
18. a. such consent not to be unreasonably withheld, delayed or conditioned.
19. a. except for Phillip Burgess or Burgess Properties,
b. and that LESSOR shall be responsible for any fees due to Phillip
Burgess.
20. a. and if involuntary, is not dismissed within sixty (60) days after
commencement
b. thirty (30)
c. or such longer period of time as shall be reasonably necessary to cure
any such default provided LESSEE commences to cure default within
thirty (30) days and thereafter diligently prosecutes the same
d. other than due to fire or other casualty or any other cause completely
beyond LESSEE's control
e. if LESSEE fails to cure such default within ten (10) days after
written notice thereof.
22. a. expiration
26. a. Subject to Sections 16 and 17 above,
27. a. non-portable
b. taking by eminent domain
28. a. two years
b. per diem
c. beyond any applicable grace period
<PAGE>
CUMMINGS PROPERTIES, LLC
STANDARD FORM 7990453-AWT-3
RIDER TO LEASE
The following additional provisions are incorporated into and made a part
of the attached lease:
A. * LESSOR, at LESSOR's cost, shall modify the leased premises according to a
mutually agreed upon plan attached hereto before or about the time LESSEE
takes possession of the leased premises.
B. LESSEE acknowledges and agrees that the electric service upgrade to 800A,
120/208V that LESSEE has requested may not be completed by Boston Edison as
of the commencement date of the lease. Notwithstanding any such delay,
LESSEE's obligation to pay monthly rent shall commence as of the
commencement date of the lease without any abatement.
C. Upon completion of the modifications provided for herein, LESSOR shall
carefully remeasure the entire leased premises using LESSOR's standard
methodology, and if the size does not equal the total number of square feet
set forth in the initial paragraph of this lease, LESSOR shall notify
LESSEE in writing of the actual revised square footage and the
corresponding increase or decrease in rent, based on the same rate per
square foot used in this lease.
D. * Provided LESSEE is not then in default of this lease or in arrears of any
rent or invoice payment, LESSEE shall have the right to extend this lease,
including all terms, conditions, escalations, etc., for one additional
period of five (5) years ("the extended lease term") by serving LESSOR with
written notice of its desire to so extend the lease. The time for serving
such written notice shall be not more than 12 months or less than 6 months
prior to the expiration of the initial lease term. Time is of the essence.
E. * Notwithstanding the provisions of Section 1, annual base rent during the
extended lease term shall be recalculated at LESSOR's published annual
rental rate as of the commencement of the extended lease term for similar
space, and the base month from which to determine the amount of each "Cost
of Living" adjustment during the extended lease term shall then be changed
to January 2004. The "comparison" month shall be changed to November 2004,
and the first adjustment during the extended lease term shall take place
with the rent due on January 1, 2005. Section 1 shall continue to apply in
all other respects during the extended lease term.
F. * Prior to the termination date of this lease, LESSEE may remove the
telephone system, copying machines, electronic, copying, computer and
similar data equipment and lines supplied and installed by LESSEE if LESSEE
has satisfactorily complied with all other conditions of this lease and if
LESSEE repairs any and all damage resulting from such removal and restores
the leased premises to their condition prior to the installation of said
equipment, all on a timely basis prior to the end of the lease term. Time
is of the essence.
G. * LESSOR hereby represents that, to the best of its knowledge and belief,
the use of the leased premises for the purposes set forth in Section 3 is
permitted under the Massachusetts General Laws and the Wobum Zoning
Ordinance. In the event, however, that the City of Wobum issues a citation
to LESSEE prohibiting the use of the leased premises for said purposes and
said citation is adjudged valid after LESSEE has exhausted all applicable
appeals, then LESSEE may cancel this lease by serving LESSOR with 30 days
prior written notice to that effect, and neither party shall have any
further obligation to the other. Cancellation of the lease shall be
LESSEE's exclusive remedy for any breach by LESSOR of this representation
or otherwise in connection with such municipal action.
H. * In the event that the entire balance of rent is accelerated pursuant to
Section 20 above on account of the nonpayment of any sums due under this
lease, provided LESSEE then fully cures such nonpayment and pays any other
sums that are then due (including LESSOR's legal fees and costs) prior to
the entry of a final judgment for the full accelerated rent, LESSOR agrees
to reinstate the lease in full and to waive the acceleration of the rent
(without waiving any rights which may arise with respect to any subsequent
default). Time is of the essence.
LESSOR: CUMMINGS PROPERTIES, LLC LESSEE: BOOK TECH, INC.
By: /s/ illegible signature By: /S/ MORRIS A. SHEPARD
-------------------------- -------------------------
Executive Vice President
Date: 8/10/99
-------------------------- |
