Fifth Amendment to Lease Agreement between Connecticut General Life Insurance Company and Excelon, Inc.

 FIFTH AMENDMENT TO LEASE This Fifth Amendment to Lease made as of this 19th day of May, 2000, by and between Connecticut General Life Insurance Company on behalf of its Separate Account R ("Landlord") and Excelon, Inc., a Delaware Corporation ("Tenant") W I T N E S S E T H WHEREAS, 25 Mall Road Trust ("Original landlord") and Object Design, Inc. ("Object") entered into a lease dated September 15, 1993 (the "Original Lease") for space in the building known as 25 Burlington Mall Road, Burlington, Massachusetts (the "Building"); WHEREAS, Original Landlord and Object entered into a First Amendment to Lease dated June 28, 1994 and a Second Amendment to Lease dated March 1, 1996, amending the Original Lease (as so amended, the "Amended Lease"); WHEREAS, Landlord succeeded to Original Landlord's interest under the Lease; WHEREAS, Landlord and Object entered into a Third Amendment to Lease dated December 1, 1997 and a Fourth Amendment to Lease dated April 30, 1999, amending the Amended Lease (as so amended, the "Lease"); WHEREAS, Object changed its name to Excelon, Inc. effective January 31, 2000; WHEREAS, Tenant wishes to expand the Premises into additional space containing approximately 4,972 square feet and rentable floor area on the first (1st) floor of the Building. WHEREAS, landlord and Tenant wish to amend the Lease to expand the Premises and otherwise amend the Lease as set forth herein. NOW, THEREFORE, for good and valuable consideration , the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree to amend the Lease as follows: 1. All capitalized items used herein and not defined herein shall have the meanings ascribed to them in the Lease. 2. Effective on the earlier of July 1, 2000 or the date on which Tenant occupies the Fourth Expansion Premises (as defined below) for the conduct of its business, Section 1.1 of the Lease is hereby amended by deleting the data which corresponds to the subject set forth below and replacing it with the data set forth below which follows each such subject: RENTABLE FLOOR AREA OF TENANT'S SPACE; 44,770 square feet (r.s.f.) on the firth (5th) floor of the Building and 19,540 square feet (r.s.f.) on the first (1st) floor of the Building for a total of 64,310 square feet (r.s.f.), which amount includes 4,972 square feet (r.s.f.) in the Fourth Expansion Premises (as defined in the Firth Amendment to Lease) (the "Rentable Floor Area of the Fourth Expansion Premises)" 1  "ANNUAL BASE RENT: (a) With respect to the Original premises (as defined in the Third Amendment to Lease); (i) $13.75 (p.r.s.f.) until November 30, 2001; (ii) $17.50(p.r.s.f.) from and after December 1, 2001; (b) $19.50 (p.r.s.f.) with respect to the Expansion Premises (as defined in the Third Amendment to Lease); (c) $17.00 (p.r.s.f.) with respect to the Additional Expansion Premises (as defined in the Third Amendment to Lease); (d) $25.50 (p.r.s.f.) with respect to the Third Expansion Premises (as defined in the Fourth Amendment to Lease); and (e) $27.00 (p.r.s.f.) with respect to the fourth Expansion Premises (as defined in the Fifth Amendment to Lease) "ANNUAL ESTIMATED ELECTRICAL COST TO TENANT'S SPACE (included in Annual Rent); $64,310; $1.00 (p.r.s.f.)" "ANNUAL RENT: (a) With respect to the Original Premises: (i) until November 30, 2001, $750,244.00'; (ii) from and after December 1, 2001; $878,126.50; (b) $407,407.50 with respect to the Expansion Premises; (c) $151,268.00 with respect to the Additional Expansion Premises; (d) $135,759.50 with respect to the Third Expension Premises, and (e) $139,216.00 with respect to the Fourth Expansion Premises." "ANNUAL RENT: (a) With respect to the Original Premises: (i) until November 30, 2001, $13.75 Annual Base Rent (p.r.s.f.0+ $7.25 Annual Estimated Operating Costs (p.r.s.f.) +$1.00 Annual Estimated Electrical Cost to Tenant's Space (p.r.s.f.)=$22.00 Total Rate (p.r.s.f.) X 34,102 rentalb esquare feet - $750,244.00; and 2  (ii) from and after December 1, 2001, $17.50 Annual Base Rent (p.r.s.f.)+ $7.25 Annual Estimated Operating Costs (p.r.s.f.)+ $1.00 Annual Estimated Electrical Cost to Tenant's Space (p.r.s.f.) = $25.75 Total Rate (p.r.s.f.) X 34,102 rentable square feet = $878,126.50; (b) With respect to the Expansion Premises $19.50 Annual Base Rent (p.r.s.f.) + $8.00 Annual Estimated Operating Costs (p.r.s.f.) + $1.00 Annual Estimated Electrical Cost to Tenant's Space (p.r.s.f.) = $28.50 Total Rate (p.r.s.f.) X 14,295 rentable square feet = $407,407.50; (c) With respect to the Additional Expansion Premises $17.00 Annual Base Rent (p.r.s.f.) + $8.00 Annual Estimated Operating Costs (p.r.s.f.) + $1.00 Annual Estimated Electrical Cost to Tenant's Space (p.r.s.f.) = $26.00 Total Rate (p.r.s.f.) X 5,818 rentable square feet = $151,268.00; (d) With respect to the Third Expansion Premises $25.50 Annual Base Rent (p.r.s.f.) + $1.00 Annual Estimated Electrical Cost to Tenan's Space (p.r.s.f.) = $26.00 total Rate (p.r.s.f.) x 5,123 rentable square feet = $135,759.50, and (e) With respect to the Fourth Expansion Premises; $27.00 Annual Base Rent (p.r.s.f.) + $1.00 Annual Estimated Electrical Cost to Tenant's Space (p.r.s.f.) = $28.00 Total Rate (p.r.s.f.) X 4,972 rentable square feet = $139,216.00" 3. Section 1.2 of the Lease is hereby amended by inserting "Exhibit A-5-Plan showing the fourth Expansion Premises: after "Exhibit A-4-Plan showing the Third Expansion Premises" and attaching Exhibit A-5 attached hereto to the Lease after Exhibit A-4. 4. Tenant acknowledges that Tenant has had an opportunity to inspect the fourth Expansion Premises shown on Exhibit A-5 attached hereto (this "Fourth Expansion Premises"). The Fourth Expansion Premises, shall be delivered to Tenant by Landlord and accepted by Tenant from Landlord As Is; Where is with all faults and without representation, warranty or guaranty of any kind by Landlord to Tenant. 5. Notwithstanding the provisions of Section 4.2 of the Lease; with respect to the Fourth Expansion Premises only, "Operating Costs Escalation" as defined in said Section 4.2 shall be determined by substituting the sum of (a) the actual Operating Costs incurred by Landlord in calendar year 2000, other than real estate taxes, and (b) real estate taxes incurred by Landlord in the fiscal year ending June 30, 2000 (the "Fourth Expansion Premises Base") for the Annual Estimated Operating Costs. In connection therewith, with respect to the Fourth Expansion Premises only, references to "Annual Estimated Operating Costs" shall be deemed to refer to the "Fourth Expansion Premises Base" with respect to the Fourth Expansion Premises and the "Rentable Floor Area of Tenant's Space" shall be deemed to refer to the "Rentable Floor Area of the Fourth Expansion Premises". 3  6. Tenant and Landlord represent and warrant that each has dealt with no broker in connection with this transaction other than Meredith & Grew, Inc. and Spaulding and Slye and Tenant and Landlord agree to defend, indemnify and hold the other harmless from and against any and all costs, expense or liability for any compensation, commissions, or charges claimed by a broker agent with which such party has had any dealings other than Meredith & Grew, Inc. and Spaulding and Slye (for which Landlord shall be responsible) with respect to this Fifth Amendment to Lease. 7. It is understood that Landlord is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time ("ERISA") and as a result may be prohibited by law from engaging in certain transactions. Tenant represents and warrants to the best of its knowledge after the inquiry that neither Tenant nor its "affiliates" (as defined in Part V (c) of Prohibited Transaction Exemption 84-14, issued March 12, 1984) has, or within the immediately preceding one year has exercised the authority to appoint or terminate CIGNA Investments, Inc. or its affiliates as an asset manager with respect to the assets of any plan identified on Exhibit B attached hereto. 8 .Except as amended hereby, the Lease shall remain unmodified and in full force and effect and is hereby ratified and confirmed. EXECUTED as a sealed instrument on the date and year first written above: LANDLORD CONNECTICUT GENERAL LIFE INSURANCE COMPANY, on behalf of its Separate Account R By: CIGNA Investments, Inc. By: ------------------------------------ Name: John G. Eisele Title: Managing Director TENANT: EXCELON, INC. By: -------------------------------------------- Name Robert Goldman Title Chief Executive Officer 4  EXHIBIT A-5 Plan Showing the Additional Expansion Premises  EXHIBIT B ERISA Parties in Interest List Separate Account R 1. Treasurer of the Sate of North Carolina 2. The United Nations joint Staff Pension Fund 3. Maryland State Retirement System 4. International Monetary Fund as Trustee of the Staff Retirement Plan 5. The School Employees Retirement Board of Ohio 6. Public School Teachers Pension & Retirement Fund of Chicago PLEASE BE ADVISED THAT THE PRECEDING IS A LIST OF RETIREMENT PLANS WHICH MAY HAVE AN INTERST IN SEPARATE ACCOUNT R AS OF THE DATE HEREOF IN EXCESS OF FOUR PERCENT (4%) . THIS EXHIBIT IS SUBJECT TO CHANGE AS HOLDERS OF INTERESTS ARE EITHER ADDED OR SUBTRACTED OR THE PERCENTAGE INTEREST HELD BY ANY PLAN CHANGES. As of January 21, 2000