<PAGE>
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                  FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996


                        Commission File Number 0-21174

                            AVID TECHNOLOGY, INC.
            (Exact name of registrant as specified in its charter)


                  DELAWARE                      04-2977748
            (State or other jurisdiction of     (I.R.S. Employer
            incorporation or organization)      Identification No.)


                         METROPOLITAN TECHNOLOGY PARK
                                ONE PARK WEST
                             TEWKSBURY, MA 01876
                   (Address of principal executive offices)


      Registrant's telephone number, including area code: (508) 640-6789


      Indicate  by check  mark  whether  the  registrant  has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports).

                                Yes X No _____


      Indicate by check mark  whether the  registrant  has been  subject to such
filing requirements for the past 90 days.

                                Yes X No _____

The number of shares outstanding of the registrant's Common Stock as of July 29,
1996 was 21,157,664.



<PAGE>




                            AVID TECHNOLOGY, INC.

                                  FORM 10-Q

                 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996

                              TABLE OF CONTENTS


                                                                 PAGE



PART I.    FINANCIAL INFORMATION


ITEM 1.    Condensed Consolidated Financial Statements:

   a) Condensed Consolidated Statements of Operations for the
      three months ended June 30, 1996 and 1995, and the six
      months ended June 30, 1996 and 1995...........................1

   b) Condensed Consolidated Balance Sheets as of
      June 30, 1996 and December 31, 1995...........................2

   c) Condensed Consolidated Statements of Cash Flows
      for the six months ended June 30, 1996 and 1995...............3

   d) Notes to Condensed Consolidated Financial Statements..........4


ITEM 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations......................8


PART II.   OTHER INFORMATION


ITEM 1.    Legal Proceedings.......................................15


ITEM 4.    Submission of Matters to a Vote of Security-Holders.....16


ITEM 6.    Exhibits and Reports on Form 8-K........................16

Signatures.........................................................18

EXHIBIT INDEX......................................................19




<PAGE>

PART I.     FINANCIAL INFORMATION

ITEM 1.     CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AVID TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

                                     Three Months Ended       Six Months Ended
                                          June 30,                June 30,
                                    --------------------   ---------------------
                                      1996       1995        1996       1995
                                    ---------- ---------   ---------- ----------
                                    (unaudited)(unaudited)(unaudited)(unaudited)

Net revenues                         $109,095   $98,447     $201,134   $182,342
Cost of revenues                       59,416    47,143      111,872     87,711
                                    ---------- ---------   ---------- ----------
  Gross profit                         49,679    51,304       89,262     94,631
                                    ---------- ---------   ---------- ----------

Operating expenses:
  Research and development             16,637    13,141       34,253     25,350
  Marketing and selling                33,088    25,449       63,521     47,107
  General and administrative            6,081     4,110       11,579      8,344
  Nonrecurring costs                       --        --       20,150      5,456
                                    ---------- ---------   ---------- ----------
    Total operating expenses           55,806    42,700      129,503     86,257
                                    ---------- ---------   ---------- ----------

Operating income (loss)               (6,127)     8,604      (40,241)     8,374
Interest and other income, net            710       408        1,297        773
                                    ---------- ---------   ---------- ----------
Income (loss) before income taxes     (5,417)     9,012      (38,944)     9,147
Income taxes                          (1,760)     2,882      (12,489)     3,975
                                    ---------- ---------   ---------- ----------

Net income (loss)                    $(3,657)    $6,130     $(26,455)    $5,172
                                    ========== =========   =========== =========

Net income (loss) per common share    $(0.17)     $0.31       $(1.26)     $0.27
                                    ========== =========   =========== =========

Weighted average common and common
equivalent shares outstanding          21,104    19,989       21,062     19,059
                                    ========== =========   ===========  ========


The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.



<PAGE>
AVID TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
                                           June 30,        December 31,
                                             1996              1995
                                        ---------------   ---------------
                                           (unaudited)
ASSETS
Current assets:
  Cash and cash equivalents                    $53,902           $32,847
  Marketable securities                          1,036            17,543
  Accounts receivable, net of
    allowances of $4,729 and $6,472
    in 1996 and 1995, respectively              87,515           107,859
  Inventories                                   65,357            63,387
  Deferred tax assets                           23,735            13,006
  Other current assets                           8,529             8,311
                                        ---------------   ---------------
    Total current assets                       240,074           242,953

  Marketable securities                          1,530            30,102
  Property and equipment, net                   56,663            48,992
  Other assets                                   4,480             9,557
                                        ---------------   ---------------
    Total assets                              $302,747          $331,604
                                        ===============   ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                             $25,605           $29,836
  Current portion of notes payable               2,054             1,781
  Accrued expenses                              24,030            20,787
  Income taxes payable                           1,936             6,171
  Deferred revenues                             24,282            22,118
                                        ---------------   ---------------
    Total current liabilities                   77,907            80,693
                                        ---------------   ---------------

Long-term debt                                   2,038             2,945

Commitments and contingencies                       --                --

Stockholders' equity:
  Preferred stock                                   --                --
  Common stock                                     211               209
  Additional paid-in capital                   210,846           208,918
  Retained earnings                             13,040            39,495
  Cumulative translation adjustment             (1,296)             (700)
  Net unrealized gains (losses) on
    marketable securities                            1                44
                                        ---------------   ---------------
    Total stockholders' equity                 222,802           247,966
                                        ---------------   ---------------
    Total liabilities and
      stockholders' equity                    $302,747          $331,604
                                        ===============   ===============

The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.

<PAGE>
AVID TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)                                   Six Months Ended June 30,
                                                 ---------------------------
                                                    1996           1995
                                                 ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:             (unaudited)     (unaudited)
  Net income (loss)                                 $(26,455)        $5,172
  Adjustments to reconcile net income (loss)
    to net cash provided by (used in)
    operating activities:
    Depreciation and amortization                     14,089          7,090
    Provision for doubtful accounts                    3,236          2,649
    Deferred tax assets                              (10,729)            --
    Provision for product transition costs,
      non-cash portion                                 9,427             --
    Provision for restructuring charge,
      non-cash portion                                 1,764             --
    Changes in operating assets and
      liabilities, net of acquisition:
      Accounts receivable                             15,064        (16,705)
      Inventories                                    (12,368)        (9,660)
      Other current assets                                18         (3,067)
      Accounts payable                                (3,449)           997
      Accrued expenses and income taxes payable         (795)           639
      Deferred revenues                                2,507            852
                                                 ------------   ------------
    NET CASH (USED IN) OPERATING ACTIVITIES           (7,691)       (12,033)
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capitalized software development costs              (1,176)        (1,051)
  Purchases of property and other assets, net        (16,156)       (19,509)
  Purchases of marketable securities                 (10,684)          (500)
  Proceeds from sales of marketable securities        55,719         21,113
                                                 ------------   ------------
    NET CASH PROVIDED BY INVESTING ACTIVITIES         27,703             53
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from line of credit                            --          5,000
  Proceeds from long-term debt                            --            218
  Payments of long-term debt                            (820)        (1,533)
  Proceeds from issuance of common stock               1,929          5,386
                                                 ------------   ------------
    NET CASH PROVIDED BY FINANCING ACTIVITIES          1,109          9,071
Effects of exchange rate changes
  on cash and cash equivalents                           (66)           259
                                                 -------------  ------------
Net increase (decrease) in cash
  and cash equivalents                                21,055         (2,650)
Cash and cash equivalents at
  beginning of period                                 32,847         23,255
                                                 ------------   ------------
Cash and cash equivalents at end of period           $53,902        $20,605
                                                 ============   ============
Supplemental disclosure of non-cash transactions:  For the six months ended June
   30, 1996:
      Transfer of demonstration equipment to
      inventory from property and equipment at net book value....$1,695
      Acquisition of equipment under capital lease obligations.....$186

The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.

<PAGE>
PART I.     FINANCIAL INFORMATION

ITEM 1D.    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            (UNAUDITED)

1.    FINANCIAL INFORMATION

The  accompanying   condensed  consolidated  financial  statements  include  the
accounts  of  Avid  Technology,   Inc.  ("the  Company")  and  its  wholly-owned
subsidiaries.  The interim financial  statements are unaudited.  However, in the
opinion of management,  the condensed  consolidated financial statements include
all adjustments, consisting of only normal, recurring adjustments, necessary for
their fair  presentation.  Interim  results are not  necessarily  indicative  of
results expected for a full year. The accompanying unaudited condensed financial
statements have been prepared in accordance with the  instructions for Form 10-Q
and  therefore do not include all  information  and  footnotes  necessary  for a
complete presentation of operations,  the financial position,  and cash flows of
the Company,  in conformity with generally accepted accounting  principles.  The
Company filed  audited  consolidated  financial  statements  which  included all
information  and footnotes  necessary for such  presentation  for the year ended
December  31,  1995  on  Form  10-K.  The  Company's  preparation  of  financial
statements in conformity with generally accepted accounting  principles requires
management to make estimates and assumptions  that affect the reported amount of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the dates of the financial  statements and the reported  amounts of revenues and
expenses during the reported periods. The most significant estimates included in
these financial  statements  include accounts  receivable and sales  allowances,
inventory  valuation and income tax valuation  allowances.  Actual results could
differ from those  estimates.  In January 1995,  the Company  completed a merger
with Digidesign,  Inc. ("Digidesign"),  accounted for as a pooling of interests.
The condensed consolidated financial statements for all periods presented herein
include the accounts of Avid  Technology,  Inc. and Digidesign.  These condensed
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated  financial  statements  and related notes included in the Company's
Annual  Report on Form 10-K for the year ended  December  31, 1995 as filed with
the Securities and Exchange Commission on April 1, 1996 (SEC File No. 0-21174).

2.    NET INCOME (LOSS) PER COMMON SHARE

Net income per common share is based upon the weighted  average number of common
and common equivalent shares  outstanding  during the period.  Common equivalent
shares  are  included  in the per share  calculations  where the effect of their
inclusion  would  be  dilutive.  Net  loss per  common  share is based  upon the
weighted average number of common shares outstanding  during the period.  Common
equivalent shares result from the assumed exercise of outstanding stock options,
the  proceeds  of  which  are  then  assumed  to have  been  used to  repurchase
outstanding  common stock using the treasury  stock  method.  Fully  diluted net
income per share is not  materially  different  from the  reported  primary  net
income per share for all periods presented.

3.    INVENTORIES

Inventories consist of the following (in thousands):

                                 June 30,       December 31,
                                   1996             1995
                               --------------   --------------
Raw materials                        $53,609          $55,690
Work in process                        2,936            1,355
Finished goods                         8,812            6,342
                               --------------   --------------
                                     $65,357          $63,387
                               ==============   ==============

4.    PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following (in thousands):

                                       June 30,       December 31,
                                         1996             1995
                                     --------------   --------------
Computer and video equipment               $74,318          $61,085
Office equipment and furniture
  and fixtures                               9,980            9,401
Leasehold improvements                      12,352           10,404
                                     --------------   --------------
                                            96,650           80,890
Less accumulated depreciation
  and amortization                          39,987           31,898
                                     --------------   --------------
                                           $56,663          $48,992
                                     ==============   ==============

5.    ACQUISITIONS

In January 1995, the Company completed a merger with Digidesign,  a developer of
digital  audio  production  software and systems.  This  transaction,  which was
accounted  for as a pooling of interests,  was effected  through the exchange of
approximately  6,000,000 shares of the Company's Common Stock for all the issued
and  outstanding  shares of  Digidesign.  The condensed  consolidated  financial
statements  for all  periods  presented  herein  include  the  accounts  of Avid
Technology, Inc. and Digidesign.

In March  1995,  the  Company  acquired  Parallax  Software  Limited and 3 Space
Software  Limited,  developers of paint and  compositing  software,  and Elastic
Reality,  Inc.,  a  developer  of digital  image  manipulation  software.  These
transactions,  which were accounted for as poolings of interests,  were effected
through the exchange of  approximately  1,500,000 shares of the Company's Common
Stock  for all of the  issued  and  outstanding  shares of these  entities.  The
operations of Parallax  Software  Limited,  3 Space Software Limited and Elastic
Reality, Inc. are not material to the Company's consolidated operations.

In connection with these acquisitions,  the Company in the first quarter of 1995
provided  for  merger  costs of  approximately  $5.5  million.  Of this  amount,
approximately $3.9 million represents provision for direct transaction expenses,
primarily  professional fees, and $1.6 million consists of provision for various
restructuring charges.

6.    LINE OF CREDIT

In 1995,  the Company  entered into an unsecured  line of credit with a group of
banks which provided for up to $50,000,000  in revolving  credit.  The agreement
was to expire on June 30,  1996,  but was  amended as of June 28, 1996 to expire
June 28, 1997.  Under the terms of the  amendment,  the Company may borrow up to
$35,000,000.  The Company  must pay a quarterly  commitment  fee,  which will be
calculated  based on the debt  service  ratio of the Company and will range from
 .25% to .40%. The interest rate to be paid on any  outstanding  borrowings  will
also be contingent upon the financial  performance of the Company and will range
from the LIBOR rate plus 1.25% to the LIBOR rate plus 1.75%.  Additionally,  the
Company is required to maintain certain  financial ratios and covenants over the
life of the agreement,  including a restriction on the payment of dividends. The
Company had no borrowings against this facility as of June 30, 1996.

7.    NONRECURRING COSTS

In the first  quarter of 1996,  the Company  recorded a  nonrecurring  charge of
$20.2  million,  consisting  of  $7.0  million  associated  with  restructuring,
including the Company's  costs related to staff  reductions  and the decision to
discontinue  development  of certain  products and  projects,  and $13.2 million
related to product transition costs associated with the transition from NuBus to
PCI bus  technology in some of the Company's  product lines.  The  restructuring
charge includes approximately $5.0 million of costs related to a staff reduction
of  approximately  70  employees  and  associated  write-offs  of fixed  assets.
Approximately $2.0 million of the $7.0 million  restructuring  charge relates to
the  cancellation of certain products and development  projects.  As of June 30,
1996,  $5.3 million of the $7.0 million  restructuring  charge had been recorded
against the  liability.  Included in this $5.3 million were  approximately  $3.6
million of cash  payments  consisting  of $2.1  million of salaries  and related
severance  costs and $1.5  million of other  staff  reduction  and  discontinued
development  costs.  The non-cash  charges of $1.7 million  recorded during 1996
consists  primarily  of $1.5  million for the  write-off  of fixed  assets.  The
Company expects that the  restructuring  actions will be completed by the end of
1996.

8.    CONTINGENCIES

In December 1995, six purported  shareholder  class action complaints were filed
in the United States District Court for the District of Massachusetts naming the
Company  and  certain  of  its   underwriters  and  officers  and  directors  as
defendants.  On July  31,  1996,  the six  actions  were  consolidated  into two
lawsuits:  one  brought  under the 1934  Securities  Exchange  Act (the "`34 Act
suit") and one under the 1933  Securities  Act (the "`33 Act  suit").  Principal
allegations  contained in the two complaints  include claims that the defendants
violated federal  securities laws and state common law by allegedly making false
and misleading  statements that were not true when made and by allegedly failing
to disclose material information that was required to be disclosed,  purportedly
causing the value of the Company's  stock to be artificially  inflated.  The `34
Act suit was  brought on behalf of all persons  who bought the  Company's  stock
between July 26, 1995 and  December  20,  1995.  The `33 Act suit was brought on
behalf  of  persons  who  bought  the  Company's  stock in and  pursuant  to its
September 21, 1995 public offering. Both complaints seek unspecified damages for
the decline of the value of the Company's  stock during the  applicable  period.
Although the Company  believes that it and the other defendants have meritorious
defenses to the allegations  made by the plaintiffs and intends to contest these
lawsuits  vigorously,  an adverse  resolution  of this  litigation  could have a
material  adverse  effect on the Company's  consolidated  financial  position or
results of  operations  in the period in which the  litigation  is resolved.  No
costs have been accrued for this possible loss contingency.

On March 11, 1996,  the Company was named as defendant in a patent  infringement
suit filed in the United States District Court for the Western District of Texas
by Combined Logic Company,  a California  partnership  located in Beverly Hills,
California.  On May 16,  1996,  the suit was  transferred  to the United  States
District  Court for the Southern  District of New York.  The  complaint  alleges
infringement by Avid of U.S. patent number 4,258,385,  issued in 1981, and seeks
injunctive  relief,  treble damages and costs and  attorneys'  fees. The Company
believes  that it has  meritorious  defenses  to the  complaint  and  intends to
contest it vigorously.  However,  an adverse resolution of this litigation could
have an adverse  effect on the  Company's  consolidated  financial  position  or
results of operations in the period in which the litigation is resolved.

On April 23, 1996,  the Company was named as defendant in a patent  infringement
suit filed in the United States District Court for the District of Massachusetts
by Data  Translation,  Inc., of Marlboro,  Massachusetts.  The complaint alleges
infringement by the Company of U.S. patent number 5,488,695 and seeks injunctive
relief,  treble damages and costs and attorneys' fees. The Company believes that
it  has  meritorious  defenses  to  the  complaint  and  intends  to  defend  it
vigorously.  However,  an adverse  resolution of this  litigation  could have an
adverse effect on the Company's  consolidated  financial  position or results of
operations in the period in which the litigation is resolved.

9.    STOCK OPTION PLANS

In February  1996, the 1994 Stock Option Plan was amended to increase the number
of shares authorized for issuance  thereunder from 1,600,000 to 2,400,000 shares
of Common Stock. The 1993 Director Stock Option Plan was also amended,  in April
1996, to increase the number of shares  authorized for issuance  thereunder from
120,000 shares of Common Stock to 220,000 shares.

10.   SUBSEQUENT EVENT

On July 31, 1996, the 1993 Employee Stock Purchase Plan expired and was replaced
with the 1996 Employee  Stock  Purchase  Plan.  The 1996 Employee Stock Purchase
Plan  authorizes  the issuance of a maximum of 200,000 shares of Common Stock in
semi-annual  offerings at a price equal to the lower of 85% of the closing price
on the applicable offering  commencement date or 85% of the closing price on the
applicable offering termination date.



<PAGE>
PART I.     FINANCIAL INFORMATION

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

OVERVIEW
      The text of this document may include forward-looking  statements.  Actual
results may differ  materially  from those described  herein,  depending on such
factors as are  described  herein,  including  under  "CERTAIN  FACTORS THAT MAY
AFFECT FUTURE RESULTS."

      The  Company  was  founded in 1987 to develop  and  market  digital  video
editing  systems for the production  and post  production  markets.  The Company
shipped its first  product,  the Avid/1  Media  Composer  system,  in the fourth
quarter of 1989. The Company is currently  selling Media Composer system version
6.1. In 1992, the Company began shipping its AudioVision  product to the digital
audio editing segment of the post production market, and in 1993 introduced Film
Composer for the film editing market and a line of disk-based  capture,  editing
and playback  products for the broadcast  news  industry.  In 1994,  the Company
acquired two businesses, SofTECH Systems, Inc. and the newsroom systems division
of Basys  Automation  Systems,  Inc.,  to expand its  presence  in the  newsroom
automation  systems  market.  In January 1995, the Company  completed its merger
with Digidesign, Inc. ("Digidesign").  The Digidesign merger added digital audio
production   software  and  related  application  lines.  Pro  Tools,  the  most
significant   product  line  acquired  in  the  merger,  is  marketed  to  audio
professionals.  The Media  Composer and Pro Tools product  lines,  together with
add-on software, storage devices and associated maintenance fees, have accounted
for a substantial majority of the Company's revenues to date. In March 1995, the
Company  acquired   Elastic   Reality,   Inc.,  a  developer  of  digital  image
manipulation  software,  and  Parallax  Software  Limited  and 3 Space  Software
Limited,  together  developers of paint and compositing  software,  all of whose
products are sold primarily to the film and video production and post-production
markets. In March 1996 and in May 1996, the Company began shipments of the Media
Composer  and Pro  Tools  product  lines,  respectively,  for  use on  PCI-based
computers.

RESULTS OF OPERATIONS
      NET REVENUES. The Company's net revenues have been derived mainly from the
sales of  disk-based  digital,  nonlinear  media  editing  systems  and  related
peripherals,  licensing of related  software  and sales of software  maintenance
contracts.  Net revenues increased by $10.6 million (10.8%) to $109.1 million in
the quarter  ended June 30, 1996 from $98.4  million in the same quarter of last
year.  Net  revenues  for the six months  ended June 30, 1996 of $201.1  million
increased by $18.8 million (10.3%) from $182.3 for the six months ended June 30,
1995. The increase in net revenues was primarily the result of higher unit sales
of the Media Composer product line and of digital audio products.  In March 1996
and in May 1996, the Company began shipments of the Media Composer and Pro Tools
product lines,  respectively,  for use on PCI-based computers.  To date, product
returns have been immaterial.

      International  sales (sales to customers outside North America)  accounted
for  approximately  52.2% of the  Company's  1996 second  quarter  net  revenues
compared  to  approximately  45.0% for the same  quarter in 1995.  International
sales  increased  by 29.6% for the  second  quarter  1996  compared  to the same
quarter in 1995. The increase in  international  sales in 1996 was  attributable
primarily to higher unit sales of Media  Composer and Pro Tools product lines in
Europe and the Asia Pacific region.

      International  sales  accounted for  approximately  51.0% and 47.0% of the
Company's net revenues for the first six months of 1996 and 1995,  respectively.
International  sales  increased by 20.8% in the six-month  period ended June 30,
1996 from the same period in 1995.

      GROSS PROFIT. Cost of revenues consists primarily of costs associated with
the acquisition of components,  the assembly,  test and distribution of finished
products,  provisions  for  inventory  obsolescence,  warehousing,  shipping and
post-sales  customer support costs. The resulting gross profit  fluctuates based
on  factors  such as the mix of  products  sold,  the  cost  and  proportion  of
third-party   hardware  included  in  the  systems  sold  by  the  Company,  the
distribution channels through which products are sold, the timing of new product
introductions, the offering of product upgrades, price discounts and other sales
promotion   programs  and  sales  of  third-party   computer   hardware  to  its
distributors.  Gross  margin  decreased  to 45.5% in the second  quarter of 1996
compared to 52.1% in the second  quarter of 1995 and  decreased to 44.4% for the
six-month  period ended June 30, 1996 from 51.9% for the same period in 1995 due
to an increase in manufacturing  overhead  associated with higher facility costs
and increased provisions for inventory  obsolescence,  increased hardware sales,
as well as increased  rebates and  discounts to  distributors  on system  sales,
greater use of discounts and other sales promotion programs, including upgrading
Media  Composer  systems for use on PCI-based  computers  and an increase in the
percentage  of customer  support  costs  allocated  to cost of  revenues.  Gross
margins  in the  second  quarter of 1996 were also  negatively  affected  by the
recognition  of the  sale  of  certain  server-based  broadcast  products  at an
aggregate   gross  margin  of   approximately   20%.   The  Company   recognized
approximately $2.4 million in revenues from two of these server-based  broadcast
systems in the second quarter of 1996 and approximately  $1.9 million of related
costs. The Company expects gross margins during the remainder of 1996 to be less
than gross margins in 1995 because of higher manufacturing  overhead,  increased
percentage of customer  support costs  allocated to post-sales  support,  higher
provisions for inventory  obsolescence and increased sales of products bearing a
higher proportion of third-party hardware.

      RESEARCH AND DEVELOPMENT. Research and development expenses for the second
quarter of 1996 increased $3.5 million  (26.6%) from the second quarter of 1995.
For the six-month period ended June 30, 1996, research and development  expenses
increased  $8.9  million  (35.1%)  compared  to the same  period of 1995.  These
increased  expenditures  were  primarily  due  to  additions  to  the  Company's
engineering and product  management staffs for the continued  development of new
and existing products.  Research and development  expenses increased to 15.3% of
net revenues in the second quarter of 1996 compared to 13.3% in the same quarter
of 1995 due to significant  resources  required to develop and maintain  various
products,  including  the PCI  versions  of the  Media  Composer  and Pro  Tools
products,  SGI-based  editing and image processing  software,  newsroom computer
systems,  video  processing  hardware  and the  CamCutter  product.  The Company
capitalized  software  development  costs of approximately  $778,000 or 4.5% and
$1.2 million or 3.3% of total research and  development  costs during the second
quarter of 1996 and the  six-month  period  ended June 30,  1996,  respectively.
During the  second  quarter  of 1995 and the six  months  ended  June 30,  1995,
respectively,  the  Company  capitalized  approximately  $722,000  or  5.2%  and
$976,000  or 3.7% of total  research  and  development  costs.  The  capitalized
software  development  costs  in the  second  quarter  of 1996  were  associated
primarily with  enhancements  to the Media Composer  software and development of
SGI-based editing and image processing  software,  and, to a lesser extent, with
enhancements,  initial  development  or purchase of software to be used in other
products. These costs will be amortized into cost of revenues over the estimated
life of the related products,  generally 12 to 24 months.  Amortization  totaled
approximately  $750,000 and $1.4 million  during the second  quarter of 1996 and
the six-month  period ended June 30, 1996,  respectively.  For the three and six
month periods ended June 30, 1995,  amortization totaled approximately  $224,000
and $437,000, respectively.

      MARKETING  AND  SELLING.  Marketing  and selling  expenses  for the second
quarter of 1996  increased  by $7.6 million  (30.0%) from the second  quarter of
1995 and increased by $16.4 million (34.8%) for the six-month  period ended June
30, 1996 compared to the same period in 1995,  primarily due to expansion of the
Company's  sales and  pre-sales  support  organization  and the opening of field
sales offices  domestically and  internationally  during the later part of 1995.
Marketing  and selling  expenses  increased as a percentage of net revenues from
25.9% and 25.8% in the second  quarter of 1995 and the  six-month  period  ended
June 30, 1995, respectively,  to 30.3% and 31.6% in the corresponding periods in
1996 due primarily to expansion of the Company's field sales operations and to a
lesser extent,  to higher costs  associated with the Company's  participation in
the National Association of Broadcasters trade show.

      GENERAL AND  ADMINISTRATIVE.  General and administrative  expenses for the
second quarter of 1996 increased by $2.0 million (48.0%) from the second quarter
of 1995 and increased $3.2 million  (38.8%) for the six-month  period ended June
30, 1996,  compared to the  six-month  period  ended June 30, 1995.  General and
administrative  expenses  increased as a percentage of net revenues from 4.2% in
the second  quarter of 1995 to 5.6% in the second  quarter of 1996 and from 4.6%
to 5.8% for the  six-month  period  ended June 30,  1995 and the same  period in
1996,  respectively.  These  increased  expenses were primarily due to increased
staffing and associated costs necessary to support the Company's growth, as well
as increased legal expenses  associated with various litigation matters to which
the Company is a party.

      NONRECURRING  COSTS.  In the first quarter of 1996,  the Company  recorded
charges for  nonrecurring  costs  consisting  of $7.0 million for  restructuring
charges related to staffing reductions and the Company's decision to discontinue
certain  products  and  development  projects  and  $13.2  million  for  product
transition  costs  in  connection  with  the  transition  from  NuBus to PCI bus
technology in certain of its product  lines.  In the first quarter of 1995,  the
Company acquired  Digidesign,  Inc., Parallax Software Limited, 3 Space Software
Limited and Elastic Reality, Inc. These transactions,  accounted for as poolings
of  interest,  were  effected  through the exchange of  approximately  7,500,000
shares of Common  Stock for all of the  issued and  outstanding  shares of these
entities. In connection with these acquisitions, the Company provided for merger
costs of approximately  $5.5 million,  of which $3.9 million  represented direct
transaction expenses and $1.6 million consists of various restructuring charges.

      INTEREST AND OTHER INCOME,  NET.  Interest and other income,  net consists
primarily  of  interest  income,  interest  expense and other  income.  Interest
income,  net for the second quarter of 1996  increased  $302,000 from the second
quarter of 1995 primarily due to a gain of $257,000  recorded in connection with
the sale of the  VideoShop  consumer  video  editing  product line in the second
quarter of 1996.  For the six  months  ended  June 30,  1996 and 1995,  interest
income,  net  increased  $524,000  primarily  due to higher cash and  investment
balances in the first half of 1996  compared to the first half of 1995,  and the
gain on sale of the VideoShop product line in the second quarter of 1996.

      PROVISION FOR INCOME TAXES.  The Company's  effective tax rate was 32% for
both the  second  quarter  of 1996 and 1995.  The 1996 and 1995  second  quarter
effective  tax rates are less than the Federal  statutory  rate of 35% primarily
due to the impact of the Company's foreign subsidiaries. The Company's effective
tax rate was 32% and 43.5% for the  six-month  periods  ended June 30,  1996 and
June 30, 1995,  respectively.  The 1995 provision included taxes of $4.6 million
at an effective rate of 32% on $14.6 million of earnings  before merger charges.
The 1995 provision for the six-month  period ended June 30, 1995 also included a
tax benefit of $640,000 on merger charges of $5.5 million, of which $1.6 million
were tax deductible.

LIQUIDITY AND CAPITAL RESOURCES.

      The Company has funded its  operations  to date through  private  sales of
equity securities,  public offerings of equity securities in 1993 and 1995 which
generated  net  proceeds  to the  Company of  approximately  $67 million and $88
million, respectively, as well as through cash flows from operations. As of June
30, 1996 the  Company's  principal  sources of  liquidity  included  cash,  cash
equivalents and marketable securities of approximately $56.5 million.

      The  Company's  operating  activities  used  cash of $7.7  million  in the
six-month  period ended June 30, 1996 compared to $12.0 million in the six-month
period ended June 30,  1995.  Cash was used  primarily  during the first half of
1996 to fund the Company's operating losses,  decreases in accounts payable, and
increases in inventory.

      The Company  purchased  $16.2  million of property and equipment and other
assets in the six months ended June 30, 1996,  compared to $19.5  million in the
same  period  of 1995.  These  purchases  included  primarily  the  purchase  of
equipment for  demonstrating  and supporting  PCI-based and SGI-based  products,
hardware  and  software  for the  Company's  information  systems and to support
research and development activities.

      The Company has had an  equipment-financing  arrangement with a bank which
expired on March 31, 1996. In 1995 the Company entered into an unsecured line of
credit with a group of banks which  provided for up to  $50,000,000 in revolving
credit. The agreement was to expire on June 30, 1996, but was amended as of June
28, 1996 to expire June 28, 1997. Under the terms of the amendment,  the Company
may borrow up to $35,000,000.  The Company must pay a quarterly  commitment fee,
which will be calculated based on the debt service ratio of the Company and will
range  from  .25% to  .40%.  The  interest  rate  to be paid on any  outstanding
borrowings will also be contingent upon the financial performance of the Company
and will range  from the LIBOR  rate plus  1.25% to the LIBOR  rate plus  1.75%.
Additionally,  the Company is required to maintain certain  financial ratios and
covenants over the life of the agreement, including a restriction on the payment
of  dividends.  The  Company  has in certain  prior  periods  been in default of
certain financial covenants. On these occasions the defaults have been waived by
the banks. There can be no assurance that the Company will not default in future
periods or that,  if in  default,  it will be able to obtain such  waivers.  The
Company had no  borrowings  against  either the  original  line of credit or the
amended  line and was not in default of any  financial  covenants as of June 30,
1996. The Company believes existing cash and marketable  securities,  internally
generated  funds and  available  borrowings  under its bank  credit line will be
sufficient  to  meet  the  Company's  cash   requirements,   including   capital
expenditures,  at least  through the end of 1996.  In the event that the Company
requires additional working capital, or that the Company's net cash expenditures
continue at levels  experienced  in recent  quarters,  the Company would need to
seek additional sources of capital.  While the Company believes that it would be
able to obtain such financing, there is no assurance that it would be successful
in doing so, or doing so on terms favorable to the Company.

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

      A number of  uncertainties  exist that could affect the  Company's  future
operating results, including, without limitation, the following:

      The Company's gross margin has fluctuated,  and may continue to fluctuate,
based on factors such as the mix of products  sold,  cost and the  proportion of
third-party   hardware  included  in  the  systems  sold  by  the  Company,  the
distribution channels through which products are sold, the timing of new product
introductions,  the offering of product upgrade,  price discount and other sales
promotion  programs,  the costs of swapping or fixing  products  released to the
market with errors or flaws,  provisions  for inventory  obsolescence,  sales of
third-party  computer  hardware to its distributors and competitive  pressure on
selling  prices  of  products.  The  Company's  systems  and  software  products
typically have higher gross margins than storage  devices and product  upgrades.
Gross  profit  varies  from  product  to  product  depending  primarily  on  the
proportion of third-party hardware included in each product.  The Company,  from
time to time, adds functionality and features to its systems.  If such additions
are accomplished through the use of more, or more costly,  third-party hardware,
and if the Company  does not  increase the price of such systems to offset these
increased  costs, the Company's gross margins on such systems would be adversely
affected.  The Company  expects gross margins during the remainder of 1996 to be
less than  gross  margins  in 1995  because  of higher  manufacturing  overhead,
increased  percentage of customer support costs allocated to post-sales support,
higher  provisions for inventory  obsolescence  and increased  sales of products
bearing a higher proportion of third-party hardware.

      In 1995, the Company shipped server-based,  all-digital broadcast newsroom
systems to a limited number of beta sites.  These systems  incorporate a variety
of the Company's products, as well as a significant amount of hardware purchased
from third parties,  including computers  purchased from Silicon Graphics,  Inc.
("SGI").  Because some of the  technology and products in these systems were new
and untested in live broadcast  environments,  the Company provided greater than
normal discounts to these initial  customers.  In addition,  because some of the
technology and products in these systems were new and untested in live broadcast
environments,  the  Company has  incurred  unexpected  delays and  greater  than
expected  costs in completing  and  supporting  these initial  installations  to
customers'  satisfaction.  As a result, the Company expects that it will report,
in the  aggregate,  a loss on these  sales,  when all  revenues  and  costs  are
recognized.  The Company recognized  approximately $2.4 million in revenues from
three of these  systems in the second  quarter  of 1996 and  approximately  $1.9
million of related costs. In future  quarters,  the Company expects to recognize
an  additional  $6.0  million  in  revenues  and  incur  $7.8  million  in costs
associated with the remaining systems for which revenues will be recognized. The
Company has provided a reserve for this  expected  loss.  Revenues and costs are
recognized upon acceptance of the systems by customers. The Company is unable to
determine  the timing of this  acceptance.  There can be no  assurance  that the
remaining  systems  will be accepted by  customers  or that the Company will not
incur further costs in completing the installations.  If customers do not accept
these systems,  the Company could face additional costs associated with reducing
the value of the inventory included in the systems.  The Company's overall gross
margin  percentage  will be reduced  in any  quarter  or  quarters  in which the
remaining  systems are recognized or written off. To the extent that the Company
sells  such  server-based,  all-digital  broadcast  newsroom  systems  to  other
customers in the future, the Company believes that such sales may be profitable.
However, the Company believes that because of the high proportion of third-party
hardware,  including  computers and storage  devices,  included in such systems,
that the gross  margins  on such  sales  would be lower  than the gross  margins
generally on the Company's other systems.

      The  Company's  operating  expense  levels  are  based,  in  part,  on its
expectations  of future  revenues.  Therefore,  if revenue  levels  fail to meet
internal  expectations,  the  Company's  operating  results  would be  adversely
affected  and  there  can be no  assurance  that  the  Company  would be able to
maintain profitability.

      The Company has  expanded  its product  line to address the digital  media
production needs of the television broadcast news market and the emerging market
for multimedia  production tools. The Company has limited  experience in serving
these  markets,  and there can be no assurance  that the Company will be able to
develop  such  products  successfully,   or  that  such  products  will  achieve
widespread  customer  acceptance.  A significant portion of the Company's future
growth will depend on customer  acceptance  in these and other new markets.  Any
failure of such products to achieve market acceptance,  incurring by the Company
of additional costs and expenses to improve market  acceptance of such products,
or the  withdrawal  of the Company  from such new markets  could have a material
adverse effect on the Company's business and results of operations.

      The Company's  products  generally operate only on Apple computers.  Apple
has  recently   been   suffering   business  and  financial   difficulties.   In
consideration  of these  difficulties,  there can be no assurance that customers
will not delay  purchases of  Apple-based  products,  or purchase  substitutable
products based on non-Apple  computers,  that Apple will continue to develop and
manufacture  products suitable for the Company's  existing and future markets or
that the Company will be able to secure an adequate  supply of Apple  computers,
the  occurrence  of any of which  could  have a material  adverse  effect on the
Company's business and results of operations.

      In addition,  Apple has adopted the PCI bus standard for data transfer for
its computers.  The Company believes certain of its prospects and customers have
delayed purchases or have purchased  PCI-based  systems from competing  vendors.
The Company began shipping Media Composer products based on the PCI bus standard
in March 1996 and began  shipping Pro Tools products based on the PCI bus in May
of 1996.  Any  difficulty  or  delay by  third-party  developers  in  developing
applications for use on PCI bus based Pro Tools products, any failure of the Pro
Tools or Media Composer PCI bus products to obtain market acceptance,  the delay
or deferral of customer purchase decisions,  the cost of any upgrade programs to
PCI bus that have been or may be implemented by the Company, or the inability of
the  Company to secure an  adequate  supply of  PCI-compatible  video  processor
boards to include in its  systems  could have a material  adverse  effect on the
Company's business and results of operations.

      The  Company has from time to time  developed  new  products,  or upgraded
existing products that incorporate advances in enabling technologies such as PCI
bus. The Company believes that further advances will occur in bus  architectures
and other enabling technologies,  such as microprocessors,  computers, operating
systems, storage devices and digital media formats. The Company may be required,
based on market demand,  to upgrade existing  products or develop other products
that incorporate  these further  advances.  In particular,  the Company believes
that it will be necessary to develop additional products which operate using the
Windows NT operating system.  There can be no assurance that the Company will be
successful in developing NT-based or other new products,  or that they will gain
market  acceptance,  if  developed.  Any failure to develop  such  products in a
timely way or to gain market  acceptance for them could have a material  adverse
effect on the Company's business and results of operations.

      The Company has announced the  introduction  of several new products which
have been designed to operate on computers from SGI. The SGI products, which had
been expected to be released during the second quarter of 1996, are now expected
to be generally  available for  commercial  sale during the second half of 1996.
Any further delay in the  completion or  introduction  of the SGI products,  the
failure of these products to achieve market acceptance, the delay or deferral of
customer  purchase  decisions,  the  cost of any  upgrade  programs  that may be
implemented  by the Company,  or the  inability of the Company or its dealers to
secure an adequate supply of SGI computer  systems could have a material adverse
effect on the Company's business and results of operations.

      The Company has  experienced a period of rapid growth,  which has placed a
significant  strain on its  resources.  The Company has in the past  experienced
personnel  transitions  among its senior managers and expects  transitions  from
time to time in the future as the Company's  organizational  structure continues
to evolve.  In addition,  many of the Company's senior  management and other key
employees  have not had  experience in managing  organizations  of the Company's
size or larger.  To manage  effectively  any future growth,  the Company will be
required to continue to improve its  operational  and  financial  systems and to
expand,  train and manage its employee  base.  Since the beginning of 1996,  the
Company has incurred a higher rate of employee turnover than in prior years. The
loss of key  employees,  any delay or failure in attracting new employees or any
failure by the  Company to manage any  future  growth  effectively  could have a
material adverse effect on the Company's business.

      The  Company is  dependent  upon sole  source  suppliers  for  certain key
components  used in its  products.  Products  purchased by the Company from sole
source vendors  include  computers from Apple and SGI; video  compression  chips
manufactured by C-Cube Microsystems; a small computer systems interface ("SCSI")
accelerator  board from ATTO  Technology;  a 3D digital video effects board from
Pinnacle Systems;  certain storage devices from Ciprico, Inc. and an application
specific  integrated circuit ("ASIC") from AMI. The Company purchases these sole
source  components  pursuant to purchase  orders  placed from time to time.  The
Company  generally does not carry  significant  inventories of these sole source
components  and  has  no  guaranteed  supply   arrangements.   These  purchasing
arrangements  can result in delays in obtaining  products  from time to time. No
assurance  can be given that sole source  suppliers  will  devote the  resources
necessary  to  support  the  enhancement  or  continued   availability  of  such
components or that any such supplier will not encounter financial  difficulties.
While the  Company  believes  that  alternative  sources  of supply for its sole
source  components  could be  developed,  its business and results of operations
could be materially  adversely  affected if it were to encounter an interruption
in its sources of supply.

      The markets for digital media editing and production systems are intensely
competitive and subject to rapid change. The Company  encounters  competition in
the film, video and audio production and  post-production,  television broadcast
news and multimedia tools markets. Many current and potential competitors of the
Company have substantially greater financial,  technical and marketing resources
than the  Company.  Such  competitors  may use these  resources  to lower  their
product  costs and thus be able to lower  prices to levels at which the  Company
could not operate profitably.  Further,  such competitors may be able to develop
products  comparable  or superior to those of the Company or adapt more  quickly
than  the  Company  to  new  technologies  or  evolving  customer  requirements.
Accordingly,  there can be no assurance that the Company will be able to compete
effectively in its target markets or that future  competition will not adversely
affect its business and results of operations.

      The Company converted on January 1, 1996 its core information systems to a
new  system  developed  by  Systems,  Applications  and  Products  ("SAP").  Any
difficulties in this system  conversion could delay the shipment of orders,  the
release of invoices or  collection  of  receivables  which could have an adverse
effect on the Company's operations and cash flows.

      The  Company is  involved  in various  legal  proceedings,  and an adverse
resolution of any such  proceedings  could have a material adverse effect on the
Company's  business  and  results  of  operations.   See  Note  8  to  Condensed
Consolidated Financial Statements (unaudited) and Part II, Item 1, "Legal
Proceedings."



<PAGE>

P
ART II.    OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

In December 1995, six purported  shareholder  class action complaints were filed
in the United States District Court for the District of Massachusetts naming the
Company  and  certain  of  its   underwriters  and  officers  and  directors  as
defendants.  On July  31,  1996,  the six  actions  were  consolidated  into two
lawsuits:  one  brought  under the 1934  Securities  Exchange  Act (the "`34 Act
suit") and one under the 1933  Securities  Act (the "`33 Act  suit").  Principal
allegations  contained in the two complaints  include claims that the defendants
violated federal  securities laws and state common law by allegedly making false
and misleading  statements that were not true when made and by allegedly failing
to disclose material information that was required to be disclosed,  purportedly
causing the value of the Company's  stock to be artificially  inflated.  The `34
Act suit was  brought on behalf of all persons  who bought the  Company's  stock
between July 26, 1995 and  December  20,  1995.  The `33 Act suit was brought on
behalf  of  persons  who  bought  the  Company's  stock in and  pursuant  to its
September 21, 1995 public offering. Both complaints seek unspecified damages for
the decline of the value of the Company's  stock during the  applicable  period.
Although the Company  believes that it and the other defendants have meritorious
defenses to the allegations  made by the plaintiffs and intends to contest these
lawsuits  vigorously,  an adverse  resolution  of this  litigation  could have a
material  adverse  effect on the Company's  consolidated  financial  position or
results of  operations  in the period in which the  litigation  is resolved.  No
costs have been accrued for this possible loss contingency.

On March 11, 1996,  the Company was named as defendant in a patent  infringement
suit filed in the United States District Court for the Western District of Texas
by Combined Logic Company,  a California  partnership  located in Beverly Hills,
California.  On May 16,  1996,  the suit was  transferred  to the United  States
District  Court for the Southern  District of New York.  The  complaint  alleges
infringement by Avid of U.S. patent number 4,258,385,  issued in 1981, and seeks
injunctive  relief,  treble damages and costs and  attorneys'  fees. The Company
believes  that it has  meritorious  defenses  to the  complaint  and  intends to
contest it vigorously.  However,  an adverse resolution of this litigation could
have an adverse  effect on the  Company's  consolidated  financial  position  or
results of operations in the period in which the litigation is resolved.

On April 23, 1996,  the Company was named as defendant in a patent  infringement
suit filed in the United States District Court for the District of Massachusetts
by Data  Translation,  Inc., of Marlboro,  Massachusetts.  The complaint alleges
infringement by the Company of U.S. patent number 5,488,695 and seeks injunctive
relief,  treble damages and costs and attorneys' fees. The Company believes that
it  has  meritorious  defenses  to  the  complaint  and  intends  to  defend  it
vigorously.  However,  an adverse  resolution of this  litigation  could have an
adverse effect on the Company's  consolidated  financial  position or results of
operations in the period in which the litigation is resolved.

OTHER

The  Company has also  received  inquiries  with  regard to possible  additional
patent  infringement  claims.  These inquiries have been referred to counsel and
are in various  stages of  discussion.  If any  infringements  are determined to
exist, the Company may seek licenses or settlements.  In addition,  from time to
time as a normal  incidence  of the nature of the  Company's  business,  various
claims,  charges and  litigation  are asserted or commenced  against the Company
arising  from or  related  to  contractual  or  employee  relations  or  product
performance.  Management  does not believe  these  claims  would have a material
adverse  effect on the  financial  position  or  results  of  operations  of the
Company.





<PAGE>

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      The Company held its Annual Meeting of Stockholders on June 5, 1996.
At the meeting, Messrs. William E. Foster, William S. Kaiser and William J.
Miller were elected as Class III Directors.  The vote with respect to each
nominee is set forth below:

                      Total Vote For       Total Vote Withheld
                       Each Director        From Each Director
                   ---------------------   ---------------------

Mr. Foster                    16,762,118              1,558,903
Mr. Kaiser                    17,354,421                966,600
Mr. Miller                    17,355,792                966,229

      Additional Directors of the Company are Charles T. Brumback, Peter C.
Gotcher, Robert M. Halperin, Paul A. Maeder, Curt A. Rawley, and William J.
Warner.

      The  stockholders  also  authorized  the  adoption of the  Company's  1996
Employee Stock Purchase Plan and authorized the issuance of up to 200,000 shares
under the Plan by a vote of  14,983,508  shares  for,  148,655  shares  against,
31,647 shares abstaining, with 3,157,211 broker non-votes.

The  stockholders  also authorized the issuance of an additional  800,000 shares
(from  1,600,000  shares to 2,400,000  shares) of Common Stock by approving  the
amendment to the Company's 1994 Stock Option Plan by a vote of 12,556,283 shares
for, 2,551,302 shares against,  56,225 shares abstaining,  with 3,157,211 broker
non-votes.

      The stockholders  further authorized the issuance of an additional 100,000
shares (from 120,000 shares to 220,000  shares) of Common Stock by approving the
amendment  to the  Company's  1993  Director  Stock  Option  Plan  by a vote  of
13,657,918 shares for, 1,425,714 shares against, 80,178 shares abstaining,  with
3,157,211 broker non-votes.

      In addition,  the stockholders ratified the selection of Coopers & Lybrand
L.L.P. as the Company's independent auditors by a vote of 18,264,497 shares for,
32,062 shares against, and 24,462 shares abstaining.


<PAGE>

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

 (a)  EXHIBITS.

      10.1        Second  Amendment dated as of February 28, 1996 to Amended and
                  Restated  Revolving  Credit  Agreement among Avid  Technology,
                  Inc., The First National Bank of Boston, as agent, NationsBank
                  of Texas,  N.A.,  BayBank  and ABN AMRO Bank N.V.  dated as of
                  June 30, 1995.

      10.2        Third  Amendment  dated  as of  May 8,  1996  to  Amended  and
                  Restated  Revolving  Credit  Agreement among Avid  Technology,
                  Inc., The First National Bank of Boston, as agent, NationsBank
                  of Texas, N.A., BayBank and ABN AMRO Bank N.V.
                  dated as of June 30, 1995.

      10.3        Fourth  Amendment  dated as of June 28,  1996 to  Amended  and
                  Restated  Revolving  Credit  Agreement among Avid  Technology,
                  Inc., The First National Bank of Boston, as agent, NationsBank
                  of Texas, N.A., BayBank and ABN AMRO Bank N.V.
                  dated as of June 30, 1995.

      10.4        Fifth  Amendment  dated  as of July 1,  1996  to  Amended  and
                  Restated  Revolving  Credit  Agreement among Avid  Technology,
                  Inc., The First National Bank of Boston, as agent, NationsBank
                  of Texas, N.A., BayBank and ABN AMRO Bank N.V.
                  dated as of June 30, 1995.

      10.5        Amended and Restated Lease dated as of June 7, 1996 between
                  MGI One Park West, Inc. and Avid Technology, Inc.

      27          Financial Data Schedule


 (b)  REPORTS  ON FORM 8-K.  For the  fiscal  quarter  ended  June 30,  1996 the
      Company filed no Current Reports on Form 8-K.




<PAGE>

SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                              Avid Technology, Inc.

Date:  August 14, 1996  By:   /S/ JONATHAN H. COOK
                              Jonathan H. Cook,
                              Vice President, Finance and Administration

                              Chief Financial Officer
                              (Principal Financial and Accounting Officer)




<PAGE>

                                EXHIBIT INDEX


EXHIBIT NO.                    DESCRIPTION                               PAGE

10.1    -   Second Amendment dated as of February 28, 1996 to Amended
            and Restated Revolving Credit Agreement among Avid
            Technology, Inc., The First National Bank of Boston,
            as agent, NationsBank of Texas, N.A., BayBank and
            ABN AMRO Bank N.V. dated as of June 30, 1995.

10.2    -   Third Amendment dated as of May 8, 1996 to Amended
            and Restated Revolving Credit Agreement among Avid
            Technology, Inc., The First National Bank of Boston,
            as agent, NationsBank of Texas, N.A., BayBank and
            ABN AMRO Bank N.V. dated as of June 30, 1995.

10.3    -   Fourth Amendment dated as of June 28, 1996 to Amended
            and Restated Revolving Credit Agreement among Avid
            Technology, Inc., The First National Bank of Boston,
            as agent, NationsBank of Texas, N.A., BayBank and
            ABN AMRO Bank N.V. dated as of June 30, 1995.

10.4    -   Fifth Amendment dated as of July 1, 1996 to Amended
            and Restated Revolving Credit Agreement among Avid
            Technology, Inc., The First National Bank of Boston,
            as agent, NationsBank of Texas, N.A., BayBank and
            ABN AMRO Bank N.V. dated as of June 30, 1995.

10.5    -   Amended and Restated Lease dated as of June 7, 1996
            between MGI One Park West, Inc. and Avid Technology, Inc.

27      -   Financial Data Schedule






<PAGE>

                               SECOND AMENDMENT
                           TO AMENDED AND RESTATED
                          REVOLVING CREDIT AGREEMENT


   Second  Amendment  dated as of  February  28,  1996 to Amended  and  Restated
Revolving  Credit  Agreement  (the  "Second  Amendment"),   by  and  among  AVID
TECHNOLOGY,  INC., a Delaware  corporation (the "Borrower"),  THE FIRST NATIONAL
BANK OF BOSTON and the other  lending  institutions  listed on Schedule 1 to the
Credit  Agreement (as hereinafter  defined) (the "Banks") and THE FIRST NATIONAL
BANK OF BOSTON, as agent for the Banks (in such capacity, the "Agent"), amending
certain  provisions of the Amended and Restated Revolving Credit Agreement dated
as of June 30, 1995 (as  amended  and in effect  from time to time,  the "Credit
Agreement")  by and among the  Borrower,  the  Banks  and the  Agent.  Terms not
otherwise  defined herein which are defined in the Credit  Agreement  shall have
the same respective meanings herein as therein.

   WHEREAS, the Borrower,  the Banks and the Agent have agreed to modify certain
terms and conditions of the Credit  Agreement as specifically  set forth in this
Second Amendment;

   NOW,  THEREFORE,  in consideration of the premises and the mutual  agreements
contained herein and for other good and valuable consideration,  the receipt and
sufficiency of which
 are hereby acknowledged, the parties hereto hereby agree as
follows:

   Section 1. Amendment to Section 7 of the Credit  Agreement.  Section 7 of the
Credit Agreement is hereby amended as follows:

   (a) Section 7.1 of the Credit Agreement is hereby amended by (i) deleting the
word "and" which appears at the end of Section 7.1(m);  (ii) deleting the period
which appears at the end of Section 7.1(n) and  substituting  in place thereof a
semicolon and the word "and"; and (iii) inserting  immediately after the text of
Section  7.1(n) the  following:  "(o)  Indebtedness  of the  Borrower to General
Electric  Capital  Corporation  in respect of  obligations  to General  Electric
Capital  Corporation in respect of operating  lease  arrangements,  provided the
aggregate  amount of all such  Indebtedness  does not exceed,  in the aggregate,
$855,000 at any time."; and

   (b)  Section  7.2 of the Credit is hereby  amended by (i)  deleting  the word
"and" which appears at the end of Section 7.2(g); (ii) deleting the period which
appears  at the end of  Section  7.2(h)  and  substituting  in place  thereof  a
semicolon and the word "and"; and (iii) inserting  immediately after the text of
Section 7.2(h) the following:  "(i) liens to secure operating lease  obligations
of the type  permitted  by Section  7.1(o) so long as such liens  cover only the
property subject to such operating lease."

   Section 2.  Conditions  to  Effectiveness.  This Second  Amendment  shall not
become effective until the Agent receives a counterpart of this Second Amendment
executed by the Borrower, the Majority Banks and the Agent.

   Section 3.  Representations  and Warranties.  The Borrower hereby repeats, on
and as of the date hereof, each of the representations and warranties made by it
in Section 5 of the Credit Agreement,  provided,  that all references therein to
the Credit Agreement shall refer to such Credit Agreement as amended hereby.  In
addition,  the Borrower  hereby  represents  and warrants that the execution and
delivery by the Borrower of this Second  Amendment  and the  performance  by the
Borrower of all of their  agreements and obligations  under the Credit Agreement
as amended  hereby are within the  corporate  authority of the Borrower and have
been  duly  authorized  by all  necessary  corporate  action  on the part of the
Borrower.

   Section 4. Ratification,  Etc. Except as expressly amended hereby, the Credit
Agreement and all  documents,  instruments  and agreements  related  thereto are
hereby  ratified and confirmed in all respects and shall  continue in full force
and effect.  The Credit  Agreement and this Second  Amendment  shall be read and
construed as a single  agreement.  All references in the Credit Agreement or any
related agreement or instrument to the Credit Agreement shall hereafter refer to
the Credit Agreement as amended hereby.

   Section 5. No Waiver.  Nothing contained herein shall constitute a waiver of,
impair or otherwise affect any Obligations, any other obligation of the Borrower
or any rights of the Agent or the Banks consequent thereon.

   Section 6.  Counterparts.  This Second  Amendment may be executed in one or
more  counterparts,  each of which  shall be  deemed  an  original  but  which
together shall constitute one and the same instrument.

   Section 7.  Governing  Law.  THIS SECOND  AMENDMENT  SHALL BE GOVERNED  BY,
AND  CONSTRUED  IN  ACCORDANCE   WITH,  THE  LAWS  OF  THE   COMMONWEALTH   OF
MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF LAWS).

                 [Remainder of Page Intentionally Left Blank]




<PAGE>


   IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as
a document under seal as of the date first above written.

                              AVID TECHNOLOGY, INC.



                              By: /S/ C. EDWARD HAZEN
                              Title:  Treasurer


                              THE FIRST NATIONAL BANK OF BOSTON,
                                individually and as Agent



                              By: /S/ TENA C. LINDENAUER
                              Title:  Director


                              NATIONSBANK OF TEXAS, N.A.



                              By:  /S/BRENT W. MELLOW
                              Title:  Vice President


                              BAYBANK



                              By:
                              Title:


                              ABN AMRO BANK N.V. BOSTON BRANCH
                              By:  ABN AMRO North America, Inc., as Agent


                              By: /S/ R.E. JAMES HUNTER
                              Title:  Group Vice President and Director

                              By:  /S/ JAMES E. DAVIS
                              Title:  Vice President and Director





<PAGE>
                               THIRD AMENDMENT
                           TO AMENDED AND RESTATED
                    REVOLVING CREDIT AGREEMENT AND WAIVER


   Third  Amendment  and Waiver  dated as of May 8, 1996 to Amended and Restated
Revolving  Credit  Agreement  (the  "Third   Amendment"),   by  and  among  AVID
TECHNOLOGY,  INC., a Delaware  corporation (the "Borrower"),  THE FIRST NATIONAL
BANK OF BOSTON and the other  lending  institutions  listed on Schedule 1 to the
Credit  Agreement (as hereinafter  defined) (the "Banks") and THE FIRST NATIONAL
BANK OF BOSTON,  as agent for the Banks (in such  capacity,  the  "Agent"),  (a)
amending  certain  provisions  of the  Amended  and  Restated  Revolving  Credit
Agreement dated as of June 30, 1995 (as amended and in effect from time to time,
the "Credit  Agreement") by and among the Borrower,  the Banks and the Agent and
(b) waiving  certain  provisions  of the Credit  Agreement.  Terms not otherwise
defined  herein  which are defined in the Credit  Agreement  shall have the same
respective meanings herein as therein.

   WHEREAS, the Borrower,  the Banks and the Agent have agreed to modify certain
terms  and  conditions  of the  Credit  Agreement  and waive  certain  covenants
contained  in the  Credit  Agreement  as  specifically  set forth in this  Third
Amendment;

   NOW,  THEREFORE,  in consideration of the premises
 and the mutual  agreements
contained herein and for other good and valuable consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

   Section 1. Amendment to Section 8 of the Credit Agreement. Section 8.3 of the
Credit  Agreement is hereby amended by deleting  Section 8.3 in its entirety and
restating it as follows:

         8.3.  Operating  Cash Flow to Total Debt  Service;  Minimum  EBIT.  The
   Borrower will not, as of the end of any fiscal  quarter other than the fiscal
   quarter ending June 30, 1996, permit the ratio of Consolidated Operating Cash
   Flow to Total Debt Service for the period of the  immediately  preceding  two
   consecutive  fiscal quarters (treated as a single accounting  period) be less
   than  1.50:1.00.  In addition,  the  Borrower  will not, as of the end of the
   fiscal  quarter ending June 30, 1996,  permit  Earnings  Before  Interest and
   Taxes to be less than -$5,000,000.

   Section 2. Waiver of Certain Provisions of the Credit Agreement.  Pursuant to
Section 8.3 of the Credit  Agreement,  the Borrower has agreed that the Borrower
will not, as of the end of any fiscal quarter,  permit the ratio of Consolidated
Operating  Cash Flow to Total Debt  Service  for the  period of the  immediately
preceding  two  consecutive  fiscal  quarters  (treated  as a single  accounting
period) to be less than 1.50:1.00.  The Borrower hereby  acknowledges that as of
December 31, 1995 the ratio of  Consolidated  Operating  Cash Flow to Total Debt
Service  for the period of the  immediately  preceding  two  consecutive  fiscal
quarters  was  0.62:1.00  and as of March  31,  1996 the  ratio of  Consolidated
Operating  Cash Flow to Total Debt  Service  for the  period of the  immediately
preceding two  consecutive  fiscal quarters was  -40.04:1.00,  and, as such, the
Borrower has failed to comply with this covenant for each of the fiscal quarters
ended  December 31, 1995 and March 31, 1996. The Borrower has requested that the
Majority  Banks  waive,   to  the  limited   extent   necessary  to  permit  the
above-referenced  noncompliance  for the fiscal quarters ended December 31, 1995
and March 31, 1996, the provisions of Section 8.3 of the Credit Agreement.  Upon
the  effectiveness of this Third Amendment,  the Majority Banks hereby waive the
provisions of Section 8.3 of the Credit Agreement solely to the extent necessary
to permit the above-referenced  noncompliance,  and only for the fiscal quarters
ended  December  31,  1995  and  March  31,  1996.  The  parties  hereto  hereby
acknowledge  and agree that nothing  contained in this Third  Amendment shall be
construed to imply a willingness on the part of the Agent or any of the Banks to
grant any similar or other future  waivers of any of the terms and conditions of
the Credit Agreement or the other Loan Documents.

   Section 3. Conditions to Effectiveness. This Third Amendment shall not become
effective  until  the Agent  receives  a  counterpart  of this  Third  Amendment
executed by the Borrower, the Majority Banks and the Agent.

   Section 4.  Representations  and Warranties.  The Borrower hereby repeats, on
and as of the date hereof, each of the representations and warranties made by it
in Section 5 of the Credit Agreement,  provided,  that all references therein to
the Credit Agreement shall refer to such Credit Agreement as amended hereby.  In
addition,  the Borrower  hereby  represents  and warrants that the execution and
delivery by the  Borrower of this Third  Amendment  and the  performance  by the
Borrower of all of its agreements and obligations  under the Credit Agreement as
amended hereby are within the corporate  authority of the Borrower and have been
duly authorized by all necessary corporate action on the part of the Borrower.

   Section 5. Ratification,  Etc. Except as expressly amended hereby, the Credit
Agreement and all  documents,  instruments  and agreements  related  thereto are
hereby  ratified and confirmed in all respects and shall  continue in full force
and effect.  The Credit  Agreement  and this Third  Amendment  shall be read and
construed as a single  agreement.  All references in the Credit Agreement or any
related agreement or instrument to the Credit Agreement shall hereafter refer to
the Credit Agreement as amended hereby.

   Section  6. No  Waiver.  Except as  expressly  set forth in Section 2 hereof,
nothing  contained  herein  shall  constitute  a waiver of,  impair or otherwise
affect any  Obligations,  any other  obligation of the Borrower or any rights of
the Agent or the Banks consequent thereon.

   Section 7.  Counterparts.  This Third  Amendment  may be executed in one or
more  counterparts,  each of which  shall be  deemed  an  original  but  which
together shall constitute one and the same instrument.

   Section 8.  Governing Law. THIS THIRD  AMENDMENT  SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE  WITH, THE LAWS OF THE  COMMONWEALTH OF  MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS).




<PAGE>


   IN WITNESS WHEREOF,  the parties hereto have executed this Third Amendment as
a document under seal as of the date first above written.

                              AVID TECHNOLOGY, INC.



                              By: /S/ C. EDWARD HAZEN
                              Title:  Treasurer


                              THE FIRST NATIONAL BANK OF BOSTON,
                                individually and as Agent



                              By: /S/ TENA LINDENAUER
                              Title:  Director


                              NATIONSBANK OF TEXAS, N.A.



                              By:  /S/ LINDA G. ROACH
                              Title:  Vice President


                              BAYBANK



                              By:
                              Title:


                              ABN AMRO BANK N.V. BOSTON BRANCH
                              By:  ABN AMRO North America, Inc., as Agent


                              By: /S/ BRIAN M. HORGAN
                              Title: Assistant Vice President

                              By:  /S/ JAMES E. DAVIS
                              Title:  Vice President





<PAGE>
                               FOURTH AMENDMENT
                           TO AMENDED AND RESTATED
                  REVOLVING CREDIT AGREEMENT AND ASSIGNMENT


   Fourth  Amendment  and  Assignment  dated as of June 28,  1996 to Amended and
Restated Revolving Credit Agreement (the "Fourth Amendment"),  by and among AVID
TECHNOLOGY,  INC., a Delaware  corporation (the "Borrower"),  THE FIRST NATIONAL
BANK OF BOSTON and the other  lending  institutions  listed on Schedule 1 to the
Credit  Agreement (as hereinafter  defined) (the "Banks") and THE FIRST NATIONAL
BANK OF BOSTON,  as agent for the Banks (in such  capacity,  the  "Agent"),  (a)
amending  certain  provisions  of the  Amended  and  Restated  Revolving  Credit
Agreement dated as of June 30, 1995 (as amended and in effect from time to time,
the  "Credit  Agreement")  by and among the  Borrower,  the Banks and the Agent,
including,  without limitation,  reducing the Total Commitment and (b) providing
for the assignment by certain of the Banks of all or a portion of its respective
interests, rights and obligations under the Credit Agreement to the other Banks.
Terms not  otherwise  defined  herein which are defined in the Credit  Agreement
shall have the same respective meanings herein as therein.

   WHEREAS, the Borrower,  the Banks and the Agent have agreed to modify certain
terms  and
  conditions  of the  Credit  Agreement  and waive  certain  covenants
contained  in the Credit  Agreement  as  specifically  set forth in this  Fourth
Amendment;

   NOW,  THEREFORE,  in consideration of the premises and the mutual  agreements
contained herein and for other good and valuable consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

   Section 1. Amendment to Section 1 of the Credit Agreement. Section 1.1 of the
Credit Agreement is hereby amended as follows:

   (a) The  definition of  "Consolidated  Current  Assets" is hereby  amended by
deleting the definition in its entirety and restating it as follows:

         Consolidated  Current Assets.  All cash and accounts  receivable of the
   Borrower and its  Subsidiaries  on a consolidated  basis,  provided that such
   accounts  receivable  shall  be  taken  at their  face  value  less  reserves
   determined to be sufficient in accordance with generally accepted  accounting
   principles.

   (b) The definition of "Consolidated Operating Cash Flow" is hereby amended by
deleting the definition in its entirety and restating it as follows:

         Consolidated  Operating  Cash Flow. For any fiscal  quarter,  an amount
   equal to (a) the sum of (i)  Earnings  Before  Interest  and  Taxes  for such
   period,  plus (ii) depreciation and amortization for such period,  plus (iii)
   if applicable,  in-flows  resulting from Net Working Capital Changes for such
   period,  less (b) the sum of (i) cash payments for all taxes paid during such
   period,  plus (ii) Capital  Expenditures made in such period,  plus (iii) the
   portion  of the costs of  software  development  required  to be  capitalized
   pursuant to Financing  Accounting Standards Board Statement No. 86, plus (iv)
   if applicable,  out-flows resulting from Net Working Capital Changes for such
   period.

   (c) The definition of "Maturity  Date" is hereby amended by deleting the date
"June 30,  1996" which  appears in such  definition  and  substituting  in place
thereof the date "June 28, 1997".

   (d) Section 1.1 of the Credit  Agreement is further  amended by inserting the
following definitions in the appropriate alphabetical order:

         Adjustment  Date.  The  first  day  of  the  month  immediately
   following  the  month  in  which a  Compliance  Certificate  has been
   delivered by the Borrower pursuant to Section 6.4(c).

         Applicable  Margin.  For each period  commencing on an Adjustment  Date
   through the date immediately preceding the next Adjustment Date (each a "Rate
   Adjustment Period"), the Applicable Margin shall be the applicable margin set
   forth below with respect to the Borrower's  Debt Service Ratio, as determined
   for the fiscal period of the Borrower and its Subsidiaries ending immediately
   prior to the applicable Rate Adjustment Period.

                  Base Rate       LIBOR Rate       Commitment
 Debt Service       Loans           Loans             Fee
     RATIO      (BASIS POINTS)  (BASIS POINTS)   (BASIS POINTS)
Less than             0              175               40
2.00:1.00

Less than
2.50:100, but
greater than          0              150               35
or equal to
2.00:1.00

Greater than
or equal to           0              125               25
2.50:1.00

         Notwithstanding the foregoing, (a) for Loans outstanding and Commitment
   Fees payable  during the period  commencing on June 28, 1996 through the date
   immediately  preceding  the first  Adjustment  Date to occur after the fiscal
   quarter  ending June 30,  1996,  the  Applicable  Margin shall be the highest
   Applicable  Margin set forth above,  and (b) if the Borrower fails to deliver
   any  Compliance  Certificate  pursuant to Section 6.4(c) hereof then, for the
   period  commencing on the next  Adjustment  Date to occur  subsequent to such
   failure  through  the date  immediately  following  the  date on  which  such
   Compliance  Certificate  is  delivered,  the  Applicable  Margin shall be the
   highest Applicable Margin set forth above.

         Commitment  Fee  Rate.  The rate  per  annum  set  forth in the
   chart  contained in the  definition  of  Applicable  Margin under the
   heading "Commitment Fee".

         Compliance Certificate.  See Section 6.4(c) hereof.

         Debt Service Ratio. As at the date of determination and with respect to
   the Borrower and its  Subsidiaries,  the ratio of (a) Consolidated  Operating
   Cash Flow of the  Borrower  and its  Subsidiaries  for such period to (b) the
   Total Debt Service of the Borrower and its Subsidiaries for such period.

         Net Working Capital  Changes.  For any fiscal quarter,  the net changes
   from the immediately preceding fiscal quarter in (a) both billed and unbilled
   accounts  receivable,  (b) current  accounts  payable of the Borrower and its
   Subsidiaries,  (c) current  accruals and  accretions  (exclusive  of interest
   accruals  and  accretions)  of the  Borrower  and  its  Subsidiaries  and (d)
   inventory of the Borrower and its Subsidiaries.

         Rate  Adjustment  Period.  See  the  definition  of  Applicable
   Margin.

   Section 2. Amendment to Section 2 of the Credit  Agreement.  Section 2 of the
Credit Agreement is hereby amended as follows:

   (a) Section 2.2 of the Credit  Agreement  is hereby  amended by deleting  the
words "one quarter of one percent (1/4%)" from the first sentence of Section 2.2
and substituting in place thereof the words "the Commitment Fee Rate".

   (b)  Section  2.5 of the  Credit  Agreement  is hereby  amended  by  deleting
subparagraphs (a) and (b) in their entirety and restating such  subparagraphs as
follows:

         (a) Each Base Rate Loan shall bear  interest for the period  commencing
   with the  Drawdown  Date  thereof and ending on the last day of the  Interest
   Period with respect thereto at the rate per annum equal to the Base Rate plus
   the Applicable Margin.

         (b) Each LIBOR Rate Loan shall bear interest for the period  commencing
   with the  Drawdown  Date  thereof and ending on the last day of the  Interest
   Period with respect thereto at the rate per annum equal to the LIBOR Rate for
   such Interest Period plus the Applicable Margin.

   Section 3. Amendment to Section 8 of the Credit  Agreement.  Section 8 of the
Credit Agreement is hereby amended as follows:

   (a) Section 8.3 of the Credit Agreement is hereby amended by deleting Section
8.3 in its entirety and restating it as follows:

         8.3.  Operating Cash Flow to Total Debt Service.  The Borrower will not
   permit the ratio of  Consolidated  Operating  Cash Flow to Total Debt Service
   for any fiscal  quarter  ending during any period  described in the table set
   forth below to be less than the ratio set forth  opposite such period in such
   table:

            PERIOD                        RATIO
September 30, 1996                      1.50:1.00
December 31, 1996                       1.00:1.00
Each fiscal quarter ending              2.00:1.00
thereafter


   (b) Section 8.4 of the Credit Agreement is hereby amended by (i) deleting the
number  "$118,500,000.00" which appears in Section 8.4 and substituting in place
thereof the number "$190,000,000.00" and (ii) deleting the date "March 31, 1995"
which  appears  in  Section  8.4 and  substituting  in  place  thereof  the date
"September 30, 1996".

   Section 4.  Assignment and Acceptance; Reduction of Certain Commitments.

   Section 4.1.  Assignments.  Each of BayBank and  NationsBank  of Texas,  N.A.
(collectively,  the "Assignor Banks" and each individually,  an "Assignor Bank")
hereby sells and assigns to each of The First  National Bank of Boston  ("FNBB")
and ABN AMRO Bank N.V. Boston Branch (by ABN AMRO North America, Inc., as Agent)
("ABN",  and,  collectively with FNBB the "Assignee Banks" and each individually
an "Assignee Bank") a certain percentage interest in and to all of such Assignor
Bank's  rights and  obligations  under the Credit  Agreement as of the effective
date hereof,  including,  without  limitation,  such percentage interest in each
such Assignor Bank's  Commitment as in effect on the effective date hereof,  and
the outstanding Loans and Reimbursement  Obligations owing to such Assignor Bank
on the  effective  date hereof,  and such  percentage  interest in the Revolving
Credit Notes held by each such Assignor Bank (such  interest  being  hereinafter
referred to as the "Assigned Portion") such that, after giving effect to each of
(a) the assignments contemplated hereby and (b) the repayment in full in cash to
each such Assignor Bank of the outstanding Loans and  Reimbursement  Obligations
owing  to such  Assignor  Bank by the  Borrower  on the  effective  date  hereof
pursuant  to Section 4.7  hereof,  and as of the  effective  date  hereof,  each
Assignor  Bank's  Commitment  and  Commitment  Percentage  shall be  permanently
reduced to zero and each such Assignor Bank shall,  except as otherwise provided
in the Credit Agreement,  cease to be a "Bank" under the Credit  Agreement,  and
the  respective  Commitments  and  Commitment  Percentages of the Assignee Banks
shall be as set forth on Schedule 1 to the Credit  Agreement,  as amended hereby
and each Bank shall have that percentage  interest in all outstanding  Loans and
Reimbursement  Obligations.  Notwithstanding any term or provision of Section 17
of the Credit  Agreement to the contrary,  the execution and delivery  hereof by
the Assignor Banks,  the Assignee Banks,  the Agent, the Banks and the Borrowers
shall  constitute an Assignment and Acceptance  delivered in accordance with the
Credit   Agreement  and  shall  be  effective  in  respect  of  the  assignments
contemplated hereby.

   Section 4.2.  Representations and Warranties of Assignor Banks. Each Assignor
Bank (a) represents and warrants that as of the date hereof,  its Commitment and
Commitment  Percentage  (without giving effect to assignments thereof which have
not  yet  become  effective,  including,  but not  limited  to,  the  assignment
contemplated  hereby) is the amount set forth opposite such Assignor Bank's name
under the  respective  captions  "Commitment"  and  "Commitment  Percentage"  on
Schedule 1 to the Credit  Agreement  as in effect  prior to the  effective  date
hereof; (b) represents and warrants that it is the legal and beneficial owner of
the interest  being  assigned by it hereunder and that such interest is free and
clear of any adverse claim; (c) makes no  representation or warranty and assumes
no responsibility with respect to any statements,  warranties or representations
made in or in connection with the Credit  Agreement or any of the Loan Documents
or the execution, legality, validity, enforceability,  genuineness,  sufficiency
or value of the  Credit  Agreement  or any of the Loan  Documents  or any  other
instrument or document furnished  pursuant thereto;  (d) makes no representation
or  warranty  and  assumes  no  responsibility  with  respect  to the  financial
condition of the Borrower or the  performance  or  observance by the Borrower of
any of its obligations  under the Credit  Agreement or any of the Loan Documents
or any other instrument or document furnished pursuant thereto; and (e) requests
that in  connection  with such  assignment as set forth herein the Agent and the
Borrower  exchange the Revolving  Credit Notes  referred to in Section 4.1 above
for new Revolving Credit Notes,  each dated as of June 28, 1996,  payable to the
order of each Assignee Bank in the principal  amount of the Commitment set forth
opposite  such  Assignee  Bank's name on Schedule 1 to the Credit  Agreement  as
amended hereby.

   Section 4.3.  Representations and Warranties of Assignee Banks. Each Assignee
Bank  represents  and  warrants  (a) that it has  received  a copy of the Credit
Agreement and each of the Loan Documents,  together with copies of the financial
statements  referred to in Sections 5.4 and 6.4 of the Credit Agreement and such
other documents and  information as it deems  appropriate to make its own credit
analysis and decision to enter into this Fourth  Amendment and  Assignment,  (b)
that it will,  independently  and without reliance upon any Assignor Bank or any
other Bank or the Agent and based on such documents and  information as it shall
deem  appropriate  at the time,  continue  to make its own credit  decisions  in
taking or not  taking  action  under  the  Credit  Agreement  or any of the Loan
Documents,  (c) that it is an Eligible Assignee and (d) that the making of Loans
by such Assignee Bank will not be unlawful.

   Section  4.4.  Appointment  of Agent.  Each  Assignee  Bank (a)  appoints and
authorizes  the Agent to take such action as agent on its behalf and to exercise
such powers under the Credit  Agreement and the Loan  Documents as are delegated
to the Agent by the terms  thereof,  together with such powers as are reasonably
incidental thereto, and (b) agrees that it will perform in accordance with their
terms all of the obligations  which by the terms of the Credit Agreement and the
Loan Documents are required to be performed by it as a Bank.

   Section 4.5. Respective Rights and Obligations of Assignor Banks and Assignee
Bank. As of the effective date of this Fourth Amendment,  (a) each Assignee Bank
shall, in addition to any rights and obligations under the Credit Agreement held
by it immediately prior to the effective date hereof, have the respective rights
and obligations of a Bank under the Credit Agreement and the Loan Documents that
have been  assigned to it pursuant to this Section 4 and under Section 17 of the
Credit  Agreement with respect to the applicable  assigned  portion and (b) each
Assignor Bank shall,  to the extent  provided in this Section 4,  relinquish its
rights and be released from its obligations  under the Credit  Agreement and the
Loan  Documents  with  respect  to the  portion  of the Loans and  Reimbursement
Obligations so assigned.

   Section 4.6. Agent's Duties in Respect of Assignment and Acceptance. From and
after  the  effective  date  hereof,  the Agent  shall  record  the  information
contained in this  Section 4 in the  Register and shall make all payments  under
the Credit  Agreement and the Revolving Credit Notes in respect of the interests
assigned  hereby  (including,  without  limitation,  all payments of  principal,
interest and fees with respect  thereto) to the Assignee  Banks.  Each  Assignor
Bank and Assignee Bank shall make all appropriate  adjustments  under the Credit
Agreement and the Revolving Credit Notes for periods prior to the effective date
hereof directly between themselves as directed by the Agent.

   Section 4.7.  Repayment  in Full of Loans not  Assigned.  The parties  hereto
hereby  acknowledge  and agree  that,  after  giving  effect to the  assignments
contemplated  by this Section 4 such that each Assignee Bank has the  respective
Commitments  and  Commitment  Percentages  of such  Assignee  Banks set forth on
Schedule 1 to the Credit Agreement, as amended hereby, the Borrower shall pay to
each Assignor Bank an amount equal to all  outstanding  Loans and  Reimbursement
Obligations  of such  Assignor  Bank not  assigned  hereby and,  notwithstanding
anything to the contrary  contained in the Credit Agreement  regarding  reducing
the Commitments of the Banks and the Total  Commitment on a pro rata basis,  the
Commitment of each Assignor Bank shall  automatically and permanently be reduced
to zero and the Total  Commitment  shall be reduced to the sum of the Commitment
of the Banks as set forth on Schedule 1 hereto, as amended hereby.

   Section  5.  Amendment  to  Schedule 1 of the  Credit  Agreement.  The Credit
Agreement is hereby amended by deleting Schedule 1 thereto and replacing it with
the Schedule 1 attached hereto.

   Section 6.  Conditions to  Effectiveness.  This Fourth  Amendment shall not
become effective until the Agent receives the following:

   (a)  a counterpart of this Fourth Amendment  executed by the Borrower,  the
Banks and the Agent;

   (b)  Revolving  Credit Notes,  substantially  in the form of Exhibit A hereto
executed by the Borrower and payable to the order of each  Assignee  Bank in the
respective  aggregate principal amounts set forth under the caption "Commitment"
opposite such Bank's name on Schedule 1 hereto; and

   (c) payment to the Agent in cash for the respective pro rata accounts of each
of The First  National  Bank of Boston and ABN AMRO Bank N.V.  Boston Branch (by
ABN AMRO North  America,  Inc.,  as Agent) of an amendment  fee in the aggregate
amount of $25,000.

   Section 7.  Representations  and Warranties.  The Borrower hereby repeats, on
and as of the date hereof, each of the representations and warranties made by it
in Section 5 of the Credit Agreement,  provided,  that all references therein to
the Credit Agreement shall refer to such Credit Agreement as amended hereby.  In
addition,  the Borrower  hereby  represents  and warrants that the execution and
delivery by the Borrower of this Fourth  Amendment  and the  performance  by the
Borrower of all of its agreements and obligations  under the Credit Agreement as
amended hereby are within the corporate  authority of the Borrower and have been
duly authorized by all necessary corporate action on the part of the Borrower.

   Section 8. Ratification,  Etc. Except as expressly amended hereby, the Credit
Agreement and all  documents,  instruments  and agreements  related  thereto are
hereby  ratified and confirmed in all respects and shall  continue in full force
and effect.  The Credit  Agreement and this Fourth  Amendment  shall be read and
construed as a single  agreement.  All references in the Credit Agreement or any
related agreement or instrument to the Credit Agreement shall hereafter refer to
the Credit Agreement as amended hereby.

   Section 9. No Waiver.  Nothing contained herein shall constitute a waiver of,
impair or otherwise affect any Obligations, any other obligation of the Borrower
or any rights of the Agent or the Banks consequent thereon.

   Section 10.  Counterparts.  This Fourth Amendment may be executed in one or
more  counterparts,  each of which  shall be  deemed  an  original  but  which
together shall constitute one and the same instrument.

   Section 11.  Governing  Law.  THIS FOURTH  AMENDMENT  SHALL BE GOVERNED BY,
AND  CONSTRUED  IN  ACCORDANCE   WITH,  THE  LAWS  OF  THE   COMMONWEALTH   OF
MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF LAWS).




<PAGE>


   IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment as
a document under seal as of the date first above written.

                              AVID TECHNOLOGY, INC.



                              By: /S/ C. EDWARD HAZEN
                              Title:  Vice President and Treasurer


                              THE FIRST NATIONAL BANK OF BOSTON,
                                individually and as Agent



                              By: /S/ TENA C. LINDENAUER
                              Title:  Director


                              NATIONSBANK OF TEXAS, N.A.



                              By:  /S/ LINDA G. ROACH
                              Title:  Vice President


                              BAYBANK



                              By:  /S/ JOHN B. DESMOND
                              Title:  Vice President


                              ABN AMRO BANK N.V.
                              BOSTON BRANCH
                              BY:  ABN AMRO NORTH AMERICA, INC., AS AGENT



                              By: /S/ CAROL A. LEVINE
                              Title:   Senior  Vice   President  and  Managing
                                        Director

                              By: /S/ BRIAN M. HORGAN
                              Title: Assistant Vice President



<PAGE>



                                  SCHEDULE 1


                                                                COMMITMENT
                BANK                       COMMITMENT           PERCENTAGE

THE FIRST NATIONAL BANK OF BOSTON
Domestic and LIBOR Lending Office:         $22,500,000            64.29%
100 Federal Street
Boston, Massachusetts 02110
Attn:  Tena Lindenauer, Director

ABN AMRO BANK N.V.
  BOSTON BRANCH                            $12,500,000            35.71%
(BY ABN AMRO  NORTH  AMERICA,  INC.,
AS AGENT)
Domestic and LIBOR Lending Office:
One Post Office Square, 38th Floor
Boston, Massachusetts 02109
Attn:  Brian M. Horgan,  Asst.  Vice
President

TOTAL:                                     $35,000,000             100%





<PAGE>
                              FIFTH AMENDMENT
                           TO AMENDED AND RESTATED
                          REVOLVING CREDIT AGREEMENT


   Fifth  Amendment  dated as of July 1, 1996 to Amended and Restated  Revolving
Credit Agreement (the "Fifth Amendment"), by and among AVID TECHNOLOGY,  INC., a
Delaware corporation (the "Borrower"), THE FIRST NATIONAL BANK OF BOSTON and the
other  lending  institutions  listed on Schedule 1 to the Credit  Agreement  (as
hereinafter  defined)  (the "Banks") and THE FIRST  NATIONAL BANK OF BOSTON,  as
agent for the Banks (in such capacity, the "Agent"), amending certain provisions
of the Amended and Restated Revolving Credit Agreement dated as of June 30, 1995
(as  amended and in effect from time to time,  the  "Credit  Agreement")  by and
among the Borrower,  the Banks and the Agent. Terms not otherwise defined herein
which  are  defined  in the  Credit  Agreement  shall  have the same  respective
meanings herein as therein.

   WHEREAS, the Borrower,  the Banks and the Agent have agreed to modify certain
terms and conditions of the Credit  Agreement as specifically  set forth in this
Fifth Amendment;

   NOW,  THEREFORE,  in consideration of the premises and the mutual  agreements
contained herein and for other good and valuable consideration,  the receipt and
sufficiency of which are hereby
 acknowledged, the parties hereto hereby agree as
follows:

   Section 1. Amendment to Section 1 of the Credit Agreement.  The definition of
"Majority  Banks"  contained  in Section 1.1 of the Credit  Agreement  is hereby
amended by deleting such definition in its entirety and restating it as follows:

         MAJORITY  BANKS.  As of any date,  (a) if there are less than three (3)
   Banks on such date, all Banks and (b) if there are three (3) or more Banks on
   such date, the Banks holding at least sixty percent (60%) of the  outstanding
   principal  amount of the Revolving  Credit Notes on such date; and if no such
   principal is outstanding,  the Banks whose aggregate Commitments  constitutes
   at least sixty percent (60%) of the Total Commitment.


   Section 2. Conditions to Effectiveness. This Fifth Amendment shall not become
effective  until  the Agent  receives  a  counterpart  of this  Fifth  Amendment
executed by the Borrower, the Banks and the Agent.

   Section 3.  Representations  and Warranties.  The Borrower hereby repeats, on
and as of the date hereof, each of the representations and warranties made by it
in Section 5 of the Credit Agreement,  provided,  that all references therein to
the Credit Agreement shall refer to such Credit Agreement as amended hereby.  In
addition,  the Borrower  hereby  represents  and warrants that the execution and
delivery by the  Borrower of this Fifth  Amendment  and the  performance  by the
Borrower of all of its agreements and obligations  under the Credit Agreement as
amended hereby are within the corporate  authority of the Borrower and have been
duly authorized by all necessary corporate action on the part of the Borrower.

   Section 4. Ratification,  Etc. Except as expressly amended hereby, the Credit
Agreement and all  documents,  instruments  and agreements  related  thereto are
hereby  ratified and confirmed in all respects and shall  continue in full force
and effect.  The Credit  Agreement  and this Fifth  Amendment  shall be read and
construed as a single  agreement.  All references in the Credit Agreement or any
related agreement or instrument to the Credit Agreement shall hereafter refer to
the Credit Agreement as amended hereby.

   Section 5. No Waiver.  Nothing contained herein shall constitute a waiver of,
impair or otherwise affect any Obligations, any other obligation of the Borrower
or any rights of the Agent or the Banks consequent thereon.

   Section 6.  Counterparts.  This Fifth  Amendment  may be executed in one or
more  counterparts,  each of which  shall be  deemed  an  original  but  which
together shall constitute one and the same instrument.

   Section 7.  Governing Law. THIS FIFTH  AMENDMENT  SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE  WITH, THE LAWS OF THE  COMMONWEALTH OF  MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS).




<PAGE>


   IN WITNESS WHEREOF,  the parties hereto have executed this Fifth Amendment as
a document under seal as of the date first above written.

                              AVID TECHNOLOGY, INC.



                              By: /S/ C. EDWARD HAZEN
                              Title:  Treasurer


                              THE FIRST NATIONAL BANK OF BOSTON,
                              individually and as Agent



                              By: /S/ TENA C. LINDENAUER
                              Title:  Director


                              ABN AMRO BANK N.V.
                              BOSTON BRANCH
                              BY:  ABN AMRO NORTH AMERICA, INC., AS AGENT



                              By: /S/ CAROL A. LEVINE
                              Title:   Senior  Vice   President  and  Managing
                                        Director

                              By: /S/ BRIAN M. HORGAN
                              Title: Assistant Vice President




<PAGE>
                          AMENDED AND RESTATED LEASE


                                   between


                           MGI ONE PARK WEST, INC.,
                                 as Landlord


                                     and


                            AVID TECHNOLOGY, INC.,
                                  as Tenant






                             Dated: June 7, 1996




<PAGE>
                              TABLE OF CONTENTS

                                                              PAGE

Article I - Reference Data..........................................1
   1.2     Exhibits.................................................2
   1.3     Amendment and Restatement of Lease.......................3

Article II - Premises, Term, Lease Year, Extension Options
           and Right of First Offer.................................3
   2.1     The Premises.............................................3
   2.2     Term.....................................................3
   2.3     Lease Year...............................................3
   2.4     Extension Options........................................3

Article III - Rent and Security Deposit.............................4
   3.1     Base Rent................................................4
   3.2     Additional Rent..........................................5
           3.2.1  Real Estate Taxes.................................5
           3.2.2  Insurance.........................................6
           3.2.3  Utilities.........................................8
   3.3     Net Lease................................................9
   3.4     Security Deposit.........................................9

Article IV - Condition of Premises; Covenants......................10
   4.1     Condition of Premises...................................10
   4.2     Affirmative Covenants...................................11
           4.2.1  Perform Obligations..............................11
           4.2.2  Use..............................................11
           4.2.3  Repair and Maintenance...........................11
           4.2.4  Compliance With Legal Requirements...............12
           4.2.5  Payment for Tenant's Work........................13
           4.2.6  Indemnity........................................13
           4.2.7  Landlord's Right to Enter........................13
           4.2.8  Personal Property at Tenant's Risk...............13
           4.2.9  Yield Up.........................................14
           4.2.10 Hazardous Materials..............................14
           4.2.11  Safety Appliances; Licenses.....................17
           4.2.12 Personal Property Taxes..........................17
   4.3     Negative Covenants......................................17
           4.3.1  Overloading, Nuisance, etc.......................17
           4.3.2  Installation, Alterations or Additions...........17

Article V - Assignment and Subletting..............................19
   5.1     General Prohibition of Assignment and Subletting........19
   5.2     Terms Governing
 Assignments and Subleases...............20
   5.3     No Waiver or Release....................................20

Article VI - Signs and Furnishings.................................21
   6.1     Signage.................................................21
   6.2     Floor Load; Deliveries..................................21

Article VII - Entry by Landlord....................................21

Article VIII - Interruption of Services............................21

Article IX -Liability of Landlord..................................22
   9.1     Limitation of Liability.................................22
   9.2     No Right of Set-Off.....................................22
   9.3     Nonrecourse.............................................22

Article X - Damage or Destruction..................................22
   10.1    Restoration or Termination..............................22
   10.2    Tenant's Personal Property..............................23
   10.3    Right to Terminate Within Last Two Years of Lease Term..23
   10.4    Restoration as a Result of Minor Loss...................24
   10.5    Restoration in the Event of Major Damage................24

Article XI - Condemnation..........................................25
   11.1    Taking..................................................25
   11.2    Awards..................................................25

Article XII - Default by Tenant; Remedies..........................26
   12.1    Default.................................................26
   12.2    Landlord's Right to Terminate...........................27
   12.3    Rent Reserved...........................................27
   12.4    Bankruptcy Provisions...................................28
   12.5    Cumulative Remedies.....................................30
   12.6    No Waiver...............................................30
   12.7    Landlord's Right To Self-Help...........................31
   12.8    Late Charge.............................................31

Article XIII - Holding Over........................................31

Article XIV - Covenants of Landlord................................32
   14.1    Quiet Enjoyment.........................................32

Article XV - Rights of Mortgagee...................................32
   15.1    Definition of Mortgage..................................32
   15.2    Lease Subordinate-Superior..............................32

Article XVI - General Provisions...................................33
   16.1    No Representations; No Mortgage.........................33
   16.2    No Partnership or Joint Venture.........................33
   16.3    Brokerage...............................................34
   16.4    Estoppel Certificate....................................34
   16.5    Cost of Enforcement.....................................34
   16.6    Notice..................................................34
   16.7    Partial Invalidity......................................35
   16.8    Gender..................................................35
   16.9    Bind and Inure..........................................35
   16.10   Entire Agreement........................................35
   16.11   Applicable Law..........................................35
   16.12   Headings................................................35
   16.13   Not An Offer............................................36
   16.14   Time Is of the Essence..................................36
   16.15   Multiple Counterparts...................................36
   16.16   Notice of Lease.........................................36
   16.17   Waiver of Jury Trial....................................36
   16.18   Future Development......................................36
   16.19   Exhibits................................................37

EXHIBIT A - Legal Description of Land..............................39

EXHIBIT B - Brokers' Determination of Prevailing Market Rent.......40

EXHIBIT C - Tenant's Right of First Offer..........................42

EXHIBIT D - Hazardous Materials....................................43

EXHIBIT E - Location of New Building...............................44




<PAGE>


                         One Park West, Tewksbury, MA

                          AMENDED AND RESTATED LEASE
                              dated June 7, 1996


                          ARTICLE I -- REFERENCE DATA

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

1.1.1    LANDLORD:                  MGI One Park West, Inc., a Massachusetts
                                    corporation

1.1.2    LANDLORD'S
         ADDRESS:                   c/o MGI Properties
                                    30 Rowes Wharf
                                    Boston, Massachusetts 02110

1.1.3    TENANT:                    Avid Technology, Inc., a Delaware
                                    corporation

1.1.4    TENANT'S ADDRESS:          One Park West
                                    Tewksbury, Massachusetts 01876

1.1.5    LEASE
         COMMENCEMENT DATE:         The date this Lease is executed.

1.1.6    BASE RENT COMMENCEMENT
         DATE:                      The Lease Commencement Date.

1.1.7    LAND:                      The land more particularly described in
                                    EXHIBIT A attached hereto upon which the
                                    Building is located.

1.1.8    BUILDING:                  The building and other improvements,
                                    commonly known as One Park West,
                                    Tewksbury, Massachusetts, which building
                                    contains approximately 140,000 rentable
                                    square feet.

1.1.9    PREMISES:                  The  Land   and  the   Building,
                                    together with all improvements  from time to
                                    time made  thereon  during  the term of this
                                    Lease.
1.1.10   INITIAL TERM:              Fourteen (14) years and thirty (30) days,
                                    plus any partial calendar month
                                    immediately following the Lease
                                    Commencement Date.

1.1.11   ANNUAL BASE RENT:          The following schedule of rents is to be
                                    on a triple net basis:

LEASE YEARS                                       ANNUAL BASE RENT

Lease Commencement Date - June 30, 1996                $945,000.00
July 1, 1996 - June 30, 1997                           $968,800.00
July 1, 1997 - June 30, 1998                         $1,069,600.00
July 1, 1998 - June 30, 2000                         $1,160,600.00
July 1, 2000 - June 30, 2002                         $1,236,200.00
July 1, 2002 - June 30, 2005                         $1,379,000.00
July 1, 2005 - June 30, 2010                         $1,460,200.00

1.1.12   PERMITTED USES:            General office, research and development,
                                    light manufacturing and ancillary uses,
                                    such as an employee cafeteria and
                                    employee health facility.

1.1.13   INITIAL COMMERCIAL
         GENERAL LIABILITY
         INSURANCE BY
         TENANT:                    Personal Injury, Bodily Injury and
                                    Property Damage Limits - $5,000,000 each
                                    occurrence.

1.1.14   SECURITY DEPOSIT:          $167,100.

1.1.15   CPI:                       The Consumer Price Index [All Urban
                                    Consumers] (base year 1982-1984 = 100)
                                    for the Boston SMSA published by the
                                    Bureau of Labor Statistics, U.S.
                                    Department of Labor.  If the CPI is
                                    changed so that the base year differs
                                    from that in effect as of the date of
                                    this Lease, the CPI shall be converted in
                                    accordance with the conversion factor
                                    published by the Bureau of Labor
                                    Statistics.  If the CPI is discontinued
                                    or revised during the Lease Term, such
                                    other government index or computation
                                    with which it is replaced shall be used
                                    in order to obtain substantially the same
                                    result as would be obtained if the CPI
                                    had not been discontinued or revised.

   1.2      EXHIBITS.  There are incorporated as a part of this Lease:

      EXHIBIT A - Description of the Land

      EXHIBIT B - Brokers Determination of Prevailing Market Rent

      EXHIBIT C - Tenant's Right of First Offer

      EXHIBIT D - Hazardous Materials

      EXHIBIT E - Location of New Building Area

   1.3  AMENDMENT  AND  RESTATEMENT  OF LEASE.  This Lease amends and restates a
certain Lease dated April 20, 1992 by and between  Metropolitan  Life  Insurance
Company and Tenant, as amended by (i) a First Amendment to Lease dated September
21, 1992,  (ii) a Second  Amendment  to Lease dated March 17, 1994,  and (iii) a
Third Lease Amendment dated as of March 6, 1996, in its entirety.

ARTICLE II - PREMISES, TERM, LEASE YEAR, EXTENSION OPTIONS AND RIGHT OF FIRST
                                    OFFER

   2.1 THE PREMISES.  Landlord  hereby leases to Tenant and Tenant hereby leases
from Landlord, for the Term, as defined in Section 1.1, as it may be extended or
terminated  hereunder  (the  "Lease  Term"),  and  upon the  terms,  conditions,
covenants and agreements herein provided, the Premises. The Premises are demised
subject  to and  together  with the  benefit  of all  easements,  rights of way,
privileges and conditions applicable thereto. No easement for light, air or view
is included or appurtenant  to the Premises,  and any diminution or shutting off
of light,  air or view by any structure  which may hereafter be erected shall in
no way offset this Lease or impose any liability on Landlord; provided, however,
that  nothing in this  sentence  shall be construed as reserving to Landlord any
right to further develop the Premises during the Lease Term.

   2.2 TERM.  Tenant shall have and hold the Premises for a period commencing on
the Lease  Commencement  Date,  continuing for the balance of the month in which
the Lease  Commencement  Date occurs,  and  continuing  until June 30, 2010 (the
"Term"), unless the Term is terminated earlier in accordance with the provisions
of this  Lease.  Promptly  after  the  Lease  Commencement  Date is  ascertained
Landlord and Tenant shall  execute,  in recordable  form, a written  declaration
setting forth the Lease Commencement Date and the date upon which the Lease Term
will expire.

   2.3 LEASE YEAR. "Lease Year" shall mean, in the case of the first Lease Year,
the period  between  the Lease  Commencement  Date and June 30,  1996,  plus the
twelve (12) full calendar months commencing on July 1, 1996. Thereafter,  "Lease
Year" shall mean such successive twelve (12) calendar month period following the
expiration  of the first Lease Year during the Lease Term. If this Lease ends on
a day other than the last day of a Lease Year (as defined above), the last Lease
Year shall end on the termination date.

   2.4 EXTENSION  OPTIONS.  Provided that at the time of exercise of each of the
herein described  options to extend (each, an "Extension  Option") (i) Tenant is
not  in  default  after  applicable  notice  and  grace  period  of  any  of its
obligations hereunder,  and (ii) this Lease is still in force and effect, Tenant
shall  have the right to extend the  Initial  Term  hereof  upon all of the same
terms,  conditions,  covenants and agreements  herein contained  (except for the
Annual Base Rent which shall be adjusted during the applicable extension periods
as hereinafter set forth) for two (2) successive  periods of five (5) years each
as hereinafter set forth.  Each option period is sometimes herein referred to as
an "Extended Term."

   If Tenant  desires to exercise the Extension  Option,  then Tenant shall give
notice to  Landlord,  not earlier than fifteen (15) months nor later than twelve
(12)  months  prior to the  expiration  of the  then  applicable  Lease  Term of
Tenant's  request  for  Landlord's  "Proposed  Annual  Rent" for the  applicable
Extended  Term.  If at the  expiration  of thirty  (30) days after the date when
Landlord  receives  Tenant's  written  request as  aforesaid  (the  "Negotiation
Period"),  Landlord and Tenant have not reached  agreement on a determination of
an  annual  rental  for the  applicable  Extended  Term and  executed  a written
instrument  setting forth the Annual Base Rent for the applicable  Extended Term
pursuant to such agreement, then either Landlord or Tenant shall have the right,
for a period  of ten (10)  days  following  the  expiration  of the  Negotiation
Period, to make a request for a determination (the "Brokers'  Determination") of
the Prevailing Market Rent (as defined in Exhibit B) for the applicable Extended
Term,  which  Brokers'  Determination  shall be made in the  manner set forth in
Exhibit B. Notwithstanding the provisions of this Section 2.4 and Exhibit B, the
Annual  Base Rent for the  Extended  Terms shall not be less than the sum of the
Annual Base Rent for the fifteenth Lease Year plus $140,000.

   Upon the  giving of notice by Tenant to  Landlord  exercising  Tenant's  then
applicable Extension Option, the Lease Term in accordance with the provisions of
this Section shall be extended,  for the applicable  Extended Term,  without the
necessity of the execution of any additional documents, except that Landlord and
Tenant agree to enter into an  instrument  in writing  setting  forth the Annual
Base Rent for the applicable  Extended Term as determined in the relevant manner
set forth in this Section;  and in such event all references herein to the Lease
Term or the term of this Lease  shall be  construed  as  referring  to the Lease
Term, as so extended,  unless the context clearly otherwise requires, and except
that  there  shall be no option  to extend  the Lease  Term  beyond  the  second
Extended Term.  Notwithstanding anything contained herein to the contrary, in no
event  shall  Tenant  have the right to extend  the  Initial  Term more than one
Extended Term at a time and, further, in no event shall the Lease Term hereof be
extended for more than ten (10) years after the  expiration  of the Initial Term
hereof. Time is of the essence with respect to the provisions of this Section.

                   ARTICLE III - RENT AND SECURITY DEPOSIT

   3.1  BASE  RENT.  Tenant  covenants  and  agrees  to pay to  Landlord  at the
Landlord's  Address, or such other place as Landlord may by notice in writing to
Tenant  from  time to time  direct  during  the  Lease  Term,  Base Rent for the
respective  periods  as set forth in  Subsection  1.1  hereof  in equal  monthly
installments, commencing on the Base Rent Commencement Date. All rental payments
shall be made in advance on the first day of each calendar month included in the
Lease Term and for any portion of a calendar  month at the  beginning  or end of
the Lease Term, at the applicable rate payable in advance for such portion.

   In the event any  installment of Base Rent,  Additional Rent or any other sum
which  becomes  owing  by  Tenant  to  Landlord  under  the  provisions   hereof
(collectively, "Rent") is not received within five (5) days after written notice
from  Landlord  that the same is overdue  (without in any way implying  Landlord
consents to such late payment),  Tenant,  to the extent permitted by law, agrees
to pay, in addition to said installment of Rent or such other sum owed, interest
thereon at a rate (the "Rent Default Rate") equal to the lesser of (a) the Prime
Rate on the date such payment is due plus four percent (4%) per annum or (b) the
highest rate  permitted by law,  which  interest shall begin to accrue as of the
date such Rent or other sums owed is due  pursuant  to the terms of this  Lease;
provided,  however,  that if in any given period of twenty four (24)  successive
months, Tenant's monthly payment of Base Rent shall have been late on two (2) or
more  occasions,  then if any  subsequent  installment of Base Rent shall not be
paid on the date it is due, Tenant shall pay, in addition to said installment of
Base Rent or such other sums owed,  interest  thereon at the Rent  Default  Rate
immediately  upon such  payment  being  overdue  (and Tenant  shall not have the
benefit  of the  aforementioned  five (5) day  notice  and grace  period in such
instance).  For purposes of this Lease,  the Prime Rate shall mean the announced
and published base lending rate of Bank of Boston,  as such rate may change from
time to time.

   3.2  ADDITIONAL  RENT. In order that the Base Rent shall be absolutely net to
Landlord,  Tenant  covenants  and agrees to pay, as  Additional  Rent,  all Real
Estate Taxes (as defined in  Subsection  3.2.1),  insurance  costs and utilities
charges with respect to the Premises  throughout  the Lease Term,  commencing on
the Lease Commencement Date, as provided in this Section 3.2 as follows:

      3.2.1 REAL  ESTATE  TAXES.  Tenant  shall pay  directly  to the  authority
   charged with  collection  thereof,  all "Real Estate  Taxes." For purposes of
   this Lease, Real Estate Taxes shall mean (a) all taxes,  assessments (special
   or otherwise),  levies,  fees and all other government levies,  exactions and
   charges  of  every  kind  and  nature,  general  and  special,  ordinary  and
   extraordinary,  foreseen and  unforeseen,  which are, at any time prior to or
   during the Lease Term,  imposed or levied  upon or  assessed  (1) against the
   Premises  or any  portion  thereof  or (2)  against  any  Annual  Base  Rent,
   Additional  Rent or other Rent of any kind or nature  payable to  Landlord by
   anyone on account of the ownership,  leasing or operation of the Premises, or
   which  arise on  account  of or in  respect  of the  ownership,  development,
   leasing,  operation  or use of the Premises or any portion  thereof;  (b) all
   gross  receipts  taxes or  similar  taxes  imposed or levied  upon,  assessed
   against or measured by any Rent of any kind or nature or other sum payable to
   Landlord  by  anyone  on  account  of the  ownership,  development,  leasing,
   operation,  or use of the  Premises  or any  portion  thereof;  (c) all value
   added,  use and  similar  taxes at any time  levied,  assessed  or payable on
   account  of the  ownership,  development,  leasing,  operation  or use of the
   Premises  or  any  portion  thereof;  and  (iv)  reasonable  expenses  of any
   proceeding  for  abatement  of any of the  foregoing  items  included in Real
   Estate Taxes.

      The amount of special taxes or special assessments included in Real Estate
   Taxes shall be limited to the amount of the  installment  (plus any interest)
   of such special tax or special assessment required to be paid during the year
   in respect of which such Real Estate Taxes are being determined.  There shall
   be excluded  from such Real  Estate  Taxes all  income,  estate,  succession,
   inheritance and transfer taxes of Landlord; provided, however, that if at any
   time during the Lease Term, the present system of ad valorem taxation of real
   property shall be changed so that a capital levy, franchise, income, profits,
   sales, rental, use and occupancy, or other tax or charge shall in whole or in
   part be substituted for, or added to, such ad valorem tax and levied against,
   or be payable  by,  Landlord  with  respect to the  Premises  or any  portion
   thereof,  such tax or charge  shall be included in the term Real Estate Taxes
   for the  purposes  of this  Article.  All Real  Estate  Taxes for any  period
   commencing  before or ending  after the Lease  Term  shall be  prorated,  and
   Tenant shall be obligated to pay only the amount  attributable to the portion
   of the period falling  within the Lease Term.  Landlord and Tenant shall each
   cooperate with the other on a reasonable  basis to timely pay all Real Estate
   Taxes for any such period.

      If Tenant shall deem itself  aggrieved by any such tax or charge and shall
   elect to contest  the payment  thereof,  Tenant may make such  payment  under
   protest or if  postponement  of such payment does not  jeopardize  Landlord's
   title to the Premises,  Tenant may postpone the same,  provided that it shall
   secure such payment and the interest and  penalties  thereon by causing to be
   delivered  to  Landlord  cash or other  adequate  security in form and amount
   reasonably   satisfactory   to   Landlord.   If  Tenant  files  an  abatement
   application,  Tenant shall (i)  promptly  provide a copy thereof to Landlord,
   (ii) diligently pursue such application,  (iii) keep Landlord informed of the
   status thereof in writing, (iv) with respect to claims relating to a tax year
   which falls  entirely or  partially  within the last three Lease  Years,  not
   settle such claim without the prior written approval of Landlord (which shall
   not be  unreasonably  withheld or  delayed),  and (v) not dismiss  such claim
   (other than in connection  with a settlement  which must first be approved by
   Landlord  where  required  under the preceding  clause)  without first giving
   Landlord at least twenty (20) days' prior written  notice and  opportunity to
   assume the prosecution of such claim.

      Landlord  shall have the right to file an  application  for  abatement  of
   taxes only if Tenant has not filed  such an  application  by the date that is
   five (5)  business  days  prior to the  last day in which  such an  abatement
   application may be filed. Both Landlord and Tenant shall reasonably cooperate
   with the moving party in prosecuting any abatement.

      3.2.2  INSURANCE.  Tenant shall, as Additional Rent, take out and maintain
   throughout the Lease Term the following insurance protecting Landlord, Tenant
   and any holder of a Mortgage on the Premises (a "Mortgagee"):

         3.2.2.1 Fire and extended "all risk" property coverage  insurance in an
      amount at least equal to the full  replacement cost of the Building on the
      Premises and  sufficient to prevent the  application  of any  co-insurance
      contributions  on loss. The coverage  shall include a  "replacement  cost"
      endorsement,  with a waiver of  depreciation,  and an "increased  costs of
      construction" endorsement.  If necessary, the replacement cost shall, from
      time to time be  determined  by agreement or by appraisal by an accredited
      insurance  appraiser  which may be required by either party whenever three
      (3) years have  elapsed  since the last such  agreement or  appraisal,  or
      since  Alterations  (as hereinafter  defined) or additions  increasing the
      replacement  cost have been made, the cost thereof to be paid by the party
      requesting  such  appraisal.   Such  insurance  shall  include  flood  and
      earthquake  coverage in an amount  approved by Landlord in its  reasonable
      discretion from time to time. Such insurance shall be subject only to such
      deductibles as are reasonably approved by Landlord from time to time. Such
      insurance  shall also include rent  continuation  coverage for a period of
      not less than one (1) year in an amount of not less than the Base Rent and
      Additional  Rent  payable  hereunder  for the  period of one (1) year next
      succeeding  the date of damage or casualty.  As of the Lease  Commencement
      Date,  Landlord  approves flood and  earthquake  insurance in an amount of
      $1,500,000 with a $25,000 deductible.

         3.2.2.2  Comprehensive  commercial general liability insurance insuring
      Landlord,  Tenant and any Mortgagee against all claims and demands for any
      injury to person or property  which may be claimed to have occurred on the
      Premises or on the  sidewalk or ways  adjoining  the  Premises  including,
      without  limitation  easements and other appurtenant rights or obligations
      that benefit or burden the  Premises,  in amounts  which shall be equal to
      the limits set forth in Section  1.1.  Such limits may be carried  under a
      combination  of  primary  and  excess  insurance   policies   (subject  to
      Landlord's reasonable approval).

         3.2.2.3 Comprehensive automobile liability insurance including personal
      injury and  property  damage in the amount of a combined  single  limit of
      $1,000,000 per occurrence.  Coverage must include owned, leased, hired and
      non-owned vehicles.

         3.2.2.4  Workers compensation and industrial disease insurance with
      statutory limits.

         3.2.2.5  Employers liability insurance with limits of not less than
      $500,000.

         3.2.2.6 Any other insurance coverages  commercially available from time
      to time and reasonably required by Landlord or any Mortgagee.

      Insurance  policies  required under Subsection  3.2.2.1 shall be issued in
   the names of Landlord,  Tenant,  and any  Mortgagee,  as their  interests may
   appear,  and shall  provide  that any  proceeds  shall be made payable to the
   Insurance  Trustee  provided for in Article X.  Insurance  policies  required
   under  Subsections  3.2.2.2 and 3.2.2.3 shall name Landlord and any Mortgagee
   as additional insureds.  Policies for insurance required under the provisions
   of  Subsections  3.2.2.1  through  3.2.2.6  shall be written on an occurrence
   basis,  shall be obtained from  responsible  companies rated "A" or better by
   Best's Insurance Reports and having a "Best's Financial Size category of "IX"
   or better (or at Tenant's  request,  or if Best's Insurance Reports ceases to
   publish  such  insurance  ratings,  such company or companies as Landlord may
   reasonably  approve in writing,  and any such approval may be  conditioned on
   any approved  company  meeting or continuing to meet  appropriate  qualifying
   standards) and qualified to do business in the  Commonwealth of Massachusetts
   and in good standing  therein and, in the case of insurance  carried pursuant
   to Subsection  3.2.2.1,  shall be payable first to Landlord or any Mortgagee.
   Tenant agrees to furnish  Landlord,  upon request,  with a certified  copy of
   each policy of all such  insurance  prior to the beginning of the term hereof
   and each renewal  policy at least thirty (30) days prior to the expiration of
   the  policy it  renews.  Tenant  agrees to  furnish  Landlord  with  evidence
   reasonably satisfactory to Landlord that each installment of the premiums for
   each policy of such insurance have been fully paid prior to the date the same
   is due. Each such policy shall provide that it may not be canceled or amended
   without prior written notice to Landlord. In the event provision for any such
   insurance is to be by a blanket insurance policy, the policy shall allocate a
   specific  and  sufficient  amount of coverage to the  Premises and include an
   agreed  amount  clause.  Adjustment  of loss on any claims  made  against the
   insurance  carried  pursuant  to  Subsection  3.2.2.1  shall  be made and the
   insurance proceeds shall be paid as provided in Article X.

      All  insurance  which is  carried  by either  party  with  respect  to the
   Premises,  whether or not required (if either party so requests and it can be
   so  written,  and if it does not  result  in  additional  premium,  or if the
   requesting  party agrees to pay and does pay any additional  premium),  shall
   include  provisions  which  either  designate  the other  party as one of the
   insureds or deny the insurer acquisition by subrogation of rights of recovery
   against  the other  party to the extent  such  rights have been waived by the
   insured party prior to the  occurrence of loss or injury,  insofar as, and to
   the extent that such provisions may be effective without making it impossible
   to obtain  insurance  coverage  from  responsible  companies  qualified to do
   business in the Commonwealth of Massachusetts  (even though extra premium may
   result  therefrom).  Each  party  shall be  entitled  to have  duplicates  or
   certificates of any policies  containing such  provisions.  Each party hereby
   waives all rights of recovery  against  the other for loss or injury  against
   which the waiving party is protected by insurance containing said provisions,
   reserving,  however,  any rights with respect to any excess of loss or injury
   over the amount recovered by such insurance.

      The  insurance  coverages in the minimum  amounts set forth in  Subsection
   1.1.13 or in this Subsection 3.2.2 shall be subject to increases from time to
   time as reasonably required by Landlord.

      3.2.3  UTILITIES.  Tenant  shall pay  directly  to the proper  authorities
   charged  with the  collection  thereof  all charges  for water,  sewer,  gas,
   electricity,  cable,  telephone  and  other  utilities  or  services  used or
   consumed  on  the  Premises  or  in  connection   with  easements  and  other
   appurtenant  rights or  obligations  that  benefit or burden the Premises for
   which the owner of the Premises is obligated  to pay.  Landlord  shall not be
   responsible  in any manner for the  adequacy,  suspension,  interruption,  or
   curtailment of any services to the Premises, regardless of the cause thereof,
   and, no such suspension,  interruption or curtailment  shall give rise to any
   claim for abatement or other compensation to Tenant from Landlord,  nor shall
   Tenant  claim any direct or  consequential  damages on account  thereof,  nor
   shall this Lease or any obligation of Tenant  hereunder be affected  thereby,
   nor shall Tenant claim the same as a constructive eviction.

   3.3 NET  LEASE.  It is the  intention  of the  parties  that  this  Lease  be
absolutely net to Landlord.  Except as otherwise provided in Article X regarding
casualty,  all costs,  expenses and  obligations  of every kind  relating to the
Premises,  whether  usual or  unusual,  ordinary or  extraordinary,  foreseen or
unforeseen, which may arise or become due during the Lease Term shall be paid by
Tenant.  Tenant's  obligation to pay Rent is  independent  of any  obligation of
Landlord  hereunder  and  shall be made  without  set-off,  reduction  or offset
whatsoever, except as otherwise expressly provided herein.

   3.4  SECURITY  DEPOSIT.  Tenant  agrees to deposit  with  Landlord,  upon the
execution  of this  Lease,  the  Security  Deposit,  as set forth in  Subsection
1.1.14, as security for the full and faithful  performance by Tenant of each and
every term, provision,  covenant and condition of this Lease. If Tenant defaults
in respect to any of the terms,  provisions,  covenants  and  conditions of this
Lease,  including,  but not  limited to,  payment of the Annual  Base Rent,  and
Additional  Rent,  Landlord may use,  apply,  or retain the whole or any part of
said  Security  Deposit  for the  payment  of any  such  Annual  Base  Rent  and
Additional  Rent, or for any other sum which  Landlord may expend or be required
to expend by  reason of  Tenant's  default,  including  without  limitation  any
damages or deficiency in the reletting of the Premises,  whether such damages or
deficiency shall have occurred before or after any re-entry by Landlord.  If any
of the Security  Deposit shall be so used,  applied or retained by Landlord,  at
any  time or from  time to  time,  then  Tenant  shall  promptly,  in each  such
instance,  upon the written  demand  therefor by Landlord,  pay to Landlord such
additional  sum as may be  necessary  to  restore  the  Security  Deposit to the
original amount set forth in Subsection 1.1.14.

   If Tenant shall fully and faithfully  comply with all the terms,  provisions,
covenants,  and conditions of this Lease, the Security  Deposit,  or any balance
thereof,  shall be  returned  to Tenant  after all of the  following  have taken
place: (a) the Lease Term has expired; (b) Tenant's removal of its property from
the Premises;  (c) the surrender of the Premises and vacation  thereof by Tenant
to Landlord in  accordance  with this Lease;  and (d) all Rent owed  pursuant to
this Lease has been computed by Landlord and paid by Tenant.

   Landlord  shall  deliver the Security  Deposit funds  deposited  hereunder by
Tenant not  theretofore  expended  pursuant to the terms and  conditions of this
Lease by Landlord to the  transferee of Landlord's  interest in the Buildings in
the event that such interest is  transferred,  and thereupon  Landlord  shall be
discharged from any further liability with respect to said Security Deposit.

   Tenant hereby agrees not to look to any Mortgagee as mortgagee,  mortgagee in
possession,  or successor  in title to the  Premises  for any  Security  Deposit
required by Landlord hereunder,  unless said sums have actually been received by
said   Mortgagee   as  security  for   Tenant's   performance   of  this  Lease.
Notwithstanding  the foregoing,  Landlord shall use reasonable efforts to obtain
from each  Mortgagee  during the Lease  Term an  agreement,  for the  benefit of
Tenant,  pursuant to which the Mortgagee  agrees to remain  responsible  for the
portion of the Security Deposit not theretofore  expended  pursuant to the terms
and  conditions of this Lease in the event of a  foreclosure  or deed in lieu of
foreclosure  or similar  exercise  of remedies  by the  Mortgagee  and agrees to
deliver the portion of the Security Deposit not theretofore expended pursuant to
the terms and  conditions  of this Lease to any Successor (as defined in Section
15.2).  Landlord  further  agrees that if a first  Mortgagee  requires  that the
Mortgagee hold the Security  Deposit in order to accept  responsibility  for the
Security Deposit,  Landlord will cooperate with the Mortgagee by agreeing to the
appropriate arrangements.  Tenant also agrees to cooperate with any arrangements
resulting from transfer of the Security Deposit to a Mortgagee.

   Subject  to  Landlord's  right to draw upon the  Security  Deposit  as herein
provided,  Landlord agrees to hold the Security Deposit in a segregated account.
The account  shall be in Landlord's  name but  specifically  designate  that the
funds are being held by Landlord as Landlord under this Lease and subject to the
rights of Tenant  under this  Lease,  to the  extent  permitted  by the  account
holder.  Landlord shall notify Tenant of the account holder, name of the account
and  number of the  account in which the  Security  Deposit is held from time to
time. Except as otherwise  required by law, Tenant shall not be entitled to, nor
Landlord  liable for,  any interest on the  Security  Deposit,  and any interest
earned on the account  shall at all times be the property of Landlord and may be
withdrawn and expended as Landlord may elect from time to time.

   In the absence of evidence  satisfactory to Landlord of any assignment of the
right to receive the Security Deposit or the remaining balance thereof, Landlord
may return the Security  Deposit to the original  Tenant,  regardless  of one or
more assignments of this Lease.

                ARTICLE IV - CONDITION OF PREMISES; COVENANTS

   4.1  CONDITION OF  PREMISES.  The Premises are leased to Tenant in an "as is"
condition with all faults.  Tenant  acknowledges that it is currently  occupying
the Premises pursuant to a Lease with Metropolitan  Life Insurance  Company,  as
assigned to and assumed by Landlord, and has had full opportunity to inspect the
Premises with such consultants as it deemed necessary, and to review and analyze
(a) any applicable  laws,  ordinances,  rules or regulations of any governmental
authority  having   jurisdiction   over  the  Premises   (collectively,   "Legal
Requirements",   which  include,  without  limitation,   the  applicable  zoning
ordinances  or  by-laws,  rules  and  regulations  of  the  Town  of  Tewksbury,
Massachusetts),  and that neither Landlord nor any agent of Landlord has made or
implied any warranties or  representations  as to the condition of the Premises,
as to their sufficiency for Tenant's use or as to the conformity of the Premises
or Tenant's use of the Premises  with  applicable  Legal  Requirements;  (b) any
covenants, conditions or restrictions of record that affect the Premises; or (c)
the terms of any policy of insurance  maintained  or to be  maintained by Tenant
and applicable to (or affecting any condition,  operation,  use or occupancy of)
the Premises or any part or parts thereof,  or any  requirement of the issuer of
any such  policy or any order,  rule,  regulation  or other  requirement  of the
National  Board  of Fire  Underwriters  or any  other  body  exercising  similar
functions  ("Insurance  Requirements").  Tenant  acknowledges  that  Landlord is
leasing the Premises to Tenant, and Tenant is accepting and leasing the Premises
from Landlord in its "as-is" condition as of the Lease  Commencement  Date, and,
except as expressly  provided in Section  4.2.3.1 below,  Landlord shall have no
obligation  whatsoever  to  perform  any work in or on the  Premises  including,
without limitation,  make any repairs or improvements to the Premises,  prepare,
or otherwise alter or improve the Premises for Tenant's  continued  occupancy of
the Premises under the terms of this Lease.

   4.2      AFFIRMATIVE COVENANTS.  Tenant covenants at its expense at all
times during the Lease Term and such further time as Tenant occupies the
Premises or any part thereof:

      4.2.1 PERFORM  OBLIGATIONS.  To perform promptly all of the obligations of
   Tenant  set forth in this  Lease;  and to pay when due all  Rent,  including,
   without limitation,  the Base Rent and Additional Rent and all charges, rates
   and other sums which by the terms of this Lease are to be paid by Tenant.

      4.2.2 USE. To use and occupy the Premises  solely for the  Permitted  Uses
   and for no other use or purpose.  Tenant shall not use or occupy the Premises
   for any unlawful purpose or in any manner that will be inconsistent  with any
   certificate of occupancy  applicable from time to time to the Premises or the
   Buildings or any part  thereof,  or that will  constitute  waste or nuisance.
   Landlord  recognizes that Tenant may obtain a new certificate or certificates
   of  occupancy  or   modifications   or  amendments  to  the   certificate  or
   certificates  of  occupancy  applicable  to the  Premises  from  time to time
   consistent with the Permitted Uses.

      4.2.3 REPAIR AND MAINTENANCE.  Except as otherwise  provided in Article X,
   to put and keep  each and  every  part of the  Premises,  including,  without
   limitation,  the structural and  nonstructural  portions of the Buildings and
   all systems and systems  components,  in good operating condition and repair.
   Notwithstanding the foregoing,  Tenant's  obligations shall include,  without
   limitation: (i) subject to the provision of Subsection 4.2.3.1 below, regular
   maintenance of the roofing system and roof deck, membrane assembly, flashing,
   roof insulation assembly,  hatches,  sleeves, vent and drain fixtures and all
   plumbing, heating,  ventilating, air conditioning,  mechanical and electrical
   systems, installations and facilities therein, including, without limitation,
   exterior and interior glass; (ii) replacement of footings, foundations, floor
   slabs,  columns,  girders,  load bearing and non-load bearing exterior walls,
   and the roofing system and its  components;  (iii) repair and  maintenance of
   easements or other appurtenant  rights that benefit or burden the Premises as
   required  pursuant to any recorded  documents  evidencing  such  easements or
   rights; (iv) replacement of Building components and systems and components of
   Building systems no later than the end of their reasonably anticipated useful
   lives with  systems  of  comparable  or better  quality,  including,  without
   limitation, all plumbing, heating, ventilating, air conditioning,  mechanical
   and electrical  systems;  (v)  maintaining  the Buildings'  shells in weather
   tight  condition  and  maintenance  of the  Buildings'  exteriors in a manner
   consistent with a first-class office-industrial park; (vi) keeping reasonably
   free of snow and ice the roofs and all surfaced roadways,  walks, parking and
   loading  areas and  easements  or other  appurtenant  rights that  benefit or
   burden the  Premises,  and repairing or  resurfacing  paved areas to maintain
   them in a good  condition.  Tenant  shall make all repairs and  replacements,
   whether foreseen or unforeseen,  ordinary or extraordinary,  and do all other
   work necessary for the foregoing  purposes.  Tenant acknowledges that, except
   as specifically  provided in Subsection 4.2.3.1 below, Landlord shall have no
   obligation to effect any repair,  replacement  or  maintenance  of all or any
   part of the Premises whatsoever.

         4.2.3.1 ROOF REPAIR AND REPLACEMENT  OBLIGATIONS.  Without limiting any
      other term of this Lease,  Landlord agrees to replace the roof,  including
      all roof covering and components if and when necessary,  provided  however
      that upon the  execution  of this Lease  Tenant shall at its sole cost and
      expense,  institute  and  maintain a program of  regular  maintenance  and
      repair work for the roof, which shall include, without limitation,  annual
      visual inspections of the roof by Tenant's roofing contractor (without the
      requirement  of  infrared  or  other  testing),  copies  of  which  annual
      inspection  reports  shall be promptly  delivered to Landlord;  and Tenant
      shall perform all work  reasonably  necessary to maintain the roof in good
      repair and  condition,  including,  without  limitation,  any repair  work
      recommended by the roofing  contractor  following each annual  inspection.
      Tenant further  acknowledges and agrees that Landlord shall have the right
      from time to time, but not more frequently than annually, to have the roof
      inspected at Landlord's  expense, to determine if Tenant is complying with
      its maintenance and repair obligations hereunder.

      4.2.4 COMPLIANCE WITH LEGAL REQUIREMENTS.  At its own cost and expense, to
   promptly  observe  and  comply  with all  Legal  Requirements  and  Insurance
   Requirements and, to make such alterations,  additions,  improvements  and/or
   renovations  to the Buildings or the Premises as may be necessary to maintain
   the  same  in  compliance   with  such  Legal   Requirements   and  Insurance
   Requirements.  All work performed by Tenant in order to meet its requirements
   hereunder shall conform to the requirements of Subsection 4.3.2. Tenant shall
   pay all costs, expenses,  liabilities,  losses,  damages,  fines,  penalties,
   claims and demands that may in any manner arise out of or be imposed  because
   of the  failure of Tenant to comply  with the  covenants  of this  Subsection
   4.2.4. The parties  acknowledge  that the Americans With  Disabilities Act of
   1990(42 U.S.C.Sec.12101 et seq.) and regulations  and guidelines  promulgated
   thereunder,  as all of the same may be amended and supplemented  from time to
   time  (collectively  referred to herein as the "ADA") establish  requirements
   under Title III of the ADA ("Title III")  pertaining to business  operations,
   accessibility and barrier removal,  and that such requirements may be unclear
   and may or may not apply to the Premises  depending  on, among other  things:
   (a)  whether  Tenant's  business  operations  are  deemed a "place  of public
   accommodation" or a "commercial  facility",  (b) whether compliance with such
   requirements  is "readily  achievable" or "technically  infeasible",  and (c)
   whether a given alteration affects a "primary function" or triggers so-called
   "path of travel" requirements.  Tenant shall be responsible for all Title III
   compliance and costs in connection with the Premises, including any leasehold
   improvements  or  other  work to be  performed  in the  Premises  under or in
   connection  with this  Lease,  and any  so-called  Title III "path of travel"
   requirements  triggered by any construction  activities or alterations in the
   Premises.  Tenant shall be solely  responsible for all requirements under the
   ADA relating to the Premises,  including,  without  limitation,  requirements
   under Title I of the ADA pertaining to Tenant's employees.

      4.2.5 PAYMENT FOR TENANT'S  WORK. To pay promptly when due the entire cost
   of any work to the Premises  undertaken by Tenant and to remove by payment or
   by filing any bond required by law within ten (10) days after notice  thereof
   all liens for labor and  materials;  to procure all necessary  permits before
   undertaking  such  work;  to do all of such  work in a good  and  workmanlike
   manner, employing new materials of first class quality and complying with all
   Legal  Requirements and Insurance  Requirements and to save Landlord harmless
   and  indemnified  from all  injury,  loss,  claims or damage to any person or
   property occasioned by or growing out of such work.

      4.2.6 INDEMNITY. To assume exclusive control of the Premises, and all tort
   liabilities  incident  to the  control  or  leasing  thereof,  and to defend,
   indemnify  and save  Landlord,  any  Mortgagee  and any of  their  respective
   partners,   shareholders,   officers,   directors,   employees,   agents  and
   contractors  harmless  from all  injury,  loss,  claim or damage to or of any
   person or property while on the Premises however arising, unless such injury,
   loss, claim or damage was occasioned by the negligence or willful  misconduct
   of Landlord or any agent,  servant or contractor  of Landlord,  and except as
   otherwise expressly provided in Subsection 4.2.10.

      4.2.7  LANDLORD'S  RIGHT TO ENTER.  To permit  Landlord  and its agents to
   enter into and examine the Premises subject to Tenant's  reasonable  security
   regulations at reasonable  times during business hours and upon not less than
   twenty-four (24) hours' prior notice.  Notwithstanding the foregoing,  in the
   event of an  emergency,  Landlord or its agents may enter the Premises at any
   time without prior notice to Tenant.

      4.2.8  PERSONAL  PROPERTY AT TENANT'S RISK.  That all of the  furnishings,
   fixtures,   equipment,  effects  and  property  of  every  kind,  nature  and
   description of Tenant and of all persons claiming by, through or under Tenant
   which,  during the continuance of this Lease or any occupancy of the Premises
   by Tenant or anyone claiming under Tenant,  may be on the Premises,  shall be
   at the sole risk and hazard of Tenant,  and if the whole or any part  thereof
   shall be destroyed or damaged by fire, water or otherwise,  or by the leakage
   or bursting of water pipes, by theft or from any other cause, no part of said
   loss or damage is to be charged to or to be borne by Landlord.

      4.2.9  YIELD UP. At the  expiration  of the Lease Term or upon the earlier
   termination of this Lease,  to surrender all keys to the Premises,  to remove
   all of its trade  fixtures and personal  property in the Premises,  to repair
   all  damage  caused  by such  removal  and  the  removal  of any  Alterations
   (hereinafter  defined)  that  Tenant  removes  pursuant to Section 4.3 and to
   yield  up the  Premises,  broom-clean  and in good  operating  condition  and
   repair, reasonable use and wear and tear from the last repair, maintenance or
   replacement  required by Section 4.2.3 excepted.  Any property not so removed
   shall be deemed  abandoned  and may be removed and disposed of by Landlord in
   such manner as Landlord  shall  determine  and Tenant  shall pay Landlord the
   entire  cost  and  expense  incurred  by it in  effecting  such  removal  and
   disposition  and in making any  incidental  repairs and  replacements  to the
   Premises and for use and occupancy  during the period after the expiration of
   the Lease Term and prior to its  performance  of its  obligations  under this
   Subsection 4.2.9.  Tenant shall further indemnify  Landlord against all loss,
   cost and damage resulting from Tenant's failure and delay in surrendering the
   Premises as above provided.  Notwithstanding anything herein to the contrary,
   Tenant  shall not be  required  to remove  any  Alterations  (as  defined  in
   Subsection 4.3.2) or other improvements to the Premises made by Tenant during
   the Lease Term which have been  approved by Landlord  pursuant to  Subsection
   4.3.2 herein,  unless  Landlord,  in connection with such approval,  required
   that such Alterations or improvements be removed at the expiration or earlier
   termination of this Lease.

      4.2.10 HAZARDOUS MATERIALS. Not to cause or permit any Hazardous Materials
   to be  used,  stored,  generated  or  released  or  disposed  of on or in the
   Premises by Tenant, Tenant's agents,  employees or contractors,  or any party
   claiming by,  through or under Tenant,  without  obtaining  Landlord's  prior
   written consent, provided that Tenant may use and store incidental amounts of
   (a)  Hazardous  Materials as  customarily  found in office  buildings and (b)
   Hazardous  Materials  listed on  Exhibit B  attached  hereto  and made a part
   hereof and customarily used for cleaning and lubricating  Tenant's equipment,
   in  each  case so  long  as  Tenant  complies  with  all  provisions  of this
   Subsection  4.2.10.  Landlord's  consent to the use and storage of additional
   Hazardous Materials shall not be unreasonably withheld or delayed, so long as
   the additional Hazardous Materials are reasonably necessary for the operation
   of Tenant's  business in the Premises,  the use and storage of the additional
   Hazardous  Materials  will be limited to  reasonable  amounts  and the use or
   storage of the additional  Hazardous Materials is not anticipated by Landlord
   in Landlord's  reasonable discretion to have a material adverse affect on the
   value of the Premises. Any use, storage,  generation or disposal of Hazardous
   Materials shall comply with all applicable federal,  state and local laws and
   regulations and Insurance Requirements.  For purposes of this Lease, the term
   "Hazardous Materials" means any chemical,  substance, waste, material, gas or
   emission  which is deemed  hazardous,  toxic,  a pollutant,  or a contaminant
   under any statute,  ordinance,  by-law, rule, regulation,  executive order or
   other administrative order,  judgment,  decree,  injunction or other judicial
   order  of or by any  governmental  authority,  now or  hereafter  in  effect,
   relating to pollution or  protection of human health or the  environment.  By
   way of  illustration  and  not  limitation,  "Hazardous  Materials"  includes
   asbestos, radioactive materials, and "oil," "hazardous materials," "hazardous
   waste,"  "hazardous  substance"  and  "toxic  material"  as  defined  in  the
   Comprehensive  Environmental  Response,  Compensation  and Liability  Act, 42
   U.S.C.  Section 9601 et seq., as amended,  and the Toxic  Substances  Control
   Act, 15 U.S.C. Section 2601 et seq., as amended, the regulations  promulgated
   thereunder,  and Massachusetts  General Laws, Chapter 21C and Chapter 21E and
   the regulations promulgated thereunder.

      If Tenant or  Tenant's  agents,  employees  or  contractors,  or any party
   claiming by,  through or under  Tenant,  use,  store,  generate or dispose of
   Hazardous  Materials  on or  in  the  Premises,  or if  the  Premises  become
   contaminated  in any  manner  after the Lease  Commencement  Date,  except as
   expressly  hereinafter  provided  in this  Subsection  4.2.10,  Tenant  shall
   indemnify,  defend  and  hold  harmless  Landlord  from  any and all  claims,
   damages, fines, judgments,  penalties,  costs,  liabilities or losses arising
   during or after the Lease Term and arising as a result of such contamination.
   This indemnification includes, without limitation, any and all costs incurred
   due to any  investigation  or  testing of the site or any  cleanup,  testing,
   removal  or  restoration  mandated  by a  federal,  state or local  agency or
   political subdivision or any Lender. Without limitation of the foregoing,  if
   Tenant or Tenant's agents, employees, or contractors, or persons claiming by,
   through or under Tenant causes the presence of any Hazardous Materials on the
   Premises and such 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  Materials
   on the  Premises.  Except in the case of an  emergency,  Tenant  shall  first
   obtain Landlord's approval for any such remedial action, which approval shall
   not be  unreasonably  withheld  or  delayed  and which in any event  shall be
   granted if the regulatory  authorities  with  jurisdiction  have approved the
   proposed remedial action.

      Tenant  shall  notify  Landlord  immediately  upon its  receipt of notice,
   whether written or verbal, or other actual knowledge,  of any alleged release
   or  discovery  of  Hazardous  Materials  on or  about  the  Premises,  or the
   potential  or actual  migration  of Hazardous  Materials  onto the  Premises.
   Notwithstanding  the other  provisions  of this Lease  regarding  notice,  in
   addition to giving Landlord written notice of an alleged release or discovery
   of  Hazardous  Materials  on or about the  Premises,  Tenant  shall also give
   telephonic  notice  to such  individual,  employee  or agent of  Landlord  as
   Landlord  may  designate  in writing  to Tenant  from time to time and to any
   environmental  consultant  of  Landlord's  of which  Landlord may give Tenant
   notice from time to time.

      If  the  presence  of  any  Hazardous   Materials  for  which  Tenant  has
   indemnified  Landlord is required to be investigated,  removed or remediated,
   or be subject to any other action under applicable Legal Requirements, Tenant
   shall at its sole expense promptly undertake such  investigation,  removal or
   remediation or other action and shall perform the same in accordance with all
   applicable  legal  requirements  and,  to the  extent  consistent  with Legal
   Requirements,  any accepted and relevant  industry  practices;  provided that
   Landlord's  approval of such action shall first be obtained,  which  approval
   shall not be unreasonably withheld or delayed.

      Notwithstanding the foregoing  provisions of this Subsection 4.2.10 or the
   provisions of Subsection 4.2.6, Tenant's obligation to indemnify,  defend and
   hold harmless Landlord shall not extend to any injury,  loss, claim,  damage,
   fine, judgment, penalty, cost or liability arising as a result of:

      (a)      contamination of the Premises by Hazardous Materials caused by
   Landlord;

      (b)  Hazardous  Materials  existing on or about the Premises  prior to the
   Lease Commencement Date as a result of the act or omission of any party other
   than Tenant, its employees,  agents,  contractors or invitees  ("PRE-EXISTING
   HAZARDOUS MATERIALS"); or

      (c) Hazardous Materials migrating or being released onto the Premises from
   off the  Premises,  in either  case as a result of the act or omission of any
   party other than  Tenant,  its  employees,  agents,  contractors  or invitees
   ("OFF-SITE HAZARDOUS MATERIALS");

   and, in the case of Pre-Existing  Hazardous  Materials or Off-Site  Hazardous
   Materials,  provided  that  Tenant  gives  prompt  notice to  Landlord of the
   existence,  release or migration of the Pre-Existing  Hazardous  Materials or
   Off-Site Hazardous Materials upon Tenant's obtaining actual knowledge of such
   existence, release or migration as hereinabove provided (but Tenant shall not
   be  obligated  to search any  government  records or perform any  physical or
   other investigations to determine the existence of any Pre-Existing Hazardous
   Materials or Off-Site Hazardous Materials). In addition, in an emergency with
   respect to Pre-Existing  Hazardous Materials or Off-Site Hazardous Materials,
   Tenant  shall take such  commercially  reasonable  steps during the period of
   time that it should  reasonably  take  Landlord  to respond to the  emergency
   after receiving Tenant's  telephonic  notification of Pre-Existing  Hazardous
   Materials  or Off-Site  Hazardous  Materials  as are  minimally  necessary to
   contain the release or  migration  of  Pre-Existing  Hazardous  Materials  or
   Off-Site Hazardous Materials and to prevent Pre-Existing  Hazardous Materials
   or  Off-Site   Hazardous   Materials   entering  the  Premises  or  to  limit
   contamination of the Premises by Pre-Existing Hazardous Materials or Off-Site
   Hazardous  Materials;  but in no event shall Tenant's obligation with respect
   to Pre-Existing  Hazardous  Materials or Off-Site Hazardous Materials include
   the obligation to notify or make any filing with any  governmental  authority
   or agency or to undertake any remediation other than temporary, interim steps
   to contain or limit  contamination  during the period reasonably required for
   Landlord to respond to the emergency.

      The provisions of this  Subsection  4.2.10 shall survive the expiration or
   termination of this Lease.

      4.2.11 SAFETY APPLIANCES; LICENSES. To keep the Premises equipped with all
   safety appliances (such as, without limitation,  fire extinguishers) required
   by law or ordinance or any other regulation of any public  authority  because
   of the  particular  manner  of use made by  Tenant  of the  Premises,  and to
   procure all licenses and permits so required  because of Tenant's  particular
   manner of use and,  if  requested  by  Landlord,  to do any work so  required
   because of such use, it being understood that the foregoing  provisions shall
   not be construed to broaden in any the Permitted Uses.

      4.2.12 PERSONAL PROPERTY TAXES. To pay, on or before the due date thereof,
   all taxes charged, assessed or imposed upon the personal property (including,
   without  limitation,  fixtures  and  equipment)  of  Tenant  in or  upon  the
   Premises.


   4.3      NEGATIVE COVENANTS.  Tenant covenants at all times during the
Lease Term, and such further time as Tenant occupies the Premises or any part
thereof:

      4.3.1  OVERLOADING,  NUISANCE,  ETC.  Not to injure,  overload,  deface or
   otherwise  harm the  Premises;  nor commit any nuisance;  nor make,  allow or
   suffer  any  waste;  nor make  any use of the  Premises  which  is  improper,
   offensive or contrary to any law or ordinance  or which will  invalidate  any
   insurance.

      4.3.2 INSTALLATION,  ALTERATIONS OR ADDITIONS. Not to make any alteration,
   addition,  improvement and/or renovation to the Buildings or Premises desired
   to be made by Tenant or required  hereunder to be made by Tenant,  whether in
   preparation  for the initial  occupancy  of the  Premises by Tenant or at any
   time  thereafter  during  the  Lease  Term (any  such  alteration,  addition,
   improvement and/or  renovation,  an "Alteration") that is structural or costs
   one hundred thousand dollars ($100,000)  (adjusted to reflect any increase or
   decrease  in the CPI from the date of this  Lease) or more,  without  on each
   occasion obtaining the prior written consent of Landlord, which consent shall
   not be unreasonably withheld or delayed. Except as set forth in Section 16.18
   below,  notwithstanding anything herein to the contrary,  Landlord shall have
   no obligation to approve or be reasonable with respect to its approval of any
   Alteration  which affects the structure or exterior of the  Buildings,  which
   reduces  or  enlarges  the  gross  leasable  area of the  Buildings  or which
   adversely  affects the value of the Buildings or is not readily  adaptable to
   normal  office,  research and  development  or light  manufacturing  use. All
   Alterations  shall become part of the  Premises  upon  expiration  or earlier
   termination of this Lease, unless they are not consistent with the use of the
   Premises for the Permitted Uses by a future  occupant and Landlord  specifies
   the same for removal at the time Landlord grants approval of the Alterations.
   Before any  Alteration  is  commenced,  Tenant shall (i) secure all necessary
   licenses,  permits and approvals  required from any  applicable  governmental
   authorities required by applicable Legal Requirements for the Alterations and
   furnish  copies  thereof to the Landlord;  (ii) deliver to Landlord a copy of
   the plans and specifications for the alterations and a statement of the names
   of all its  proposed  contractors  and the  estimated  cost of all  labor and
   materials to be furnished by them;  and (iii) carry or cause each  contractor
   to carry the following insurance:

         4.3.2.1  Worker's compensation and occupational disease insurance
      with statutory limits;

         4.3.2.2  Employer's liability insurance with a limit of $500,000;

         4.3.2.3  Commercial  general liability  insurance,  including  personal
      injury and property  damage,  in the amount of a combined  single limit of
      not less than $1 million  each  occurrence,  $5 million in the  aggregate.
      Coverage  must  also  include  independent   contractors  and  contractual
      liability coverage. Landlord and any Mortgagee of Landlord of which Tenant
      has notice shall be named as additional insureds with respect to any claim
      made with respect to the Premises;

         4.3.2.4  Comprehensive  automobile liability insurance including single
      injury and property  damage in the amount of a combined single limit of $1
      million each occurrence.  Coverage must include owned,  leased,  hired and
      non-owned vehicles; and

         4.3.2.5 All-risk  installation  floater insurance to protect Landlord's
      interest and that of Tenant,  contractors  and  subcontractors  during the
      course of the construction of any alterations or improvements  with limits
      not less than the amount of the cost of the work.

      All such  insurance  shall be written in  companies  approved by Landlord.
   Tenant shall deliver to Landlord  certificates of all such insurance prior to
   the  commencement  of such  work.  Tenant  shall  indemnify,  defend and hold
   harmless Landlord from and against any and all liability,  damage,  penalties
   or  judgments  in,  from and against any  claims,  actions,  proceedings  and
   expenses and costs in connection  therewith,  including reasonable attorneys'
   fees arising out of or resulting from any  Alterations.  Tenant agrees to pay
   promptly when due the entire cost of any work done on the Premises by Tenant,
   its agents,  employees or independent  contractors and not to cause or permit
   any  liens  for labor or  materials  performed  or  furnished  in  connection
   therewith to attach to the Premises.  Landlord's  consent to any  Alterations
   shall not be deemed to be an  agreement  or  consent by  Landlord  to subject
   Landlord's  interest in the Premises to any mechanic's or materialmen's  lien
   which may be filed in respect of any such Alterations made by or on behalf of
   Tenant. If any mechanic's or materialmen's lien is filed against the Premises
   or any portion thereof or interest therein for work claimed to have been done
   for, or materials  claimed to have been furnished to Tenant,  such lien shall
   be  discharged  by Tenant  within ten (10) days after the earlier of the time
   that Tenant  receives  notice or otherwise  obtains actual  knowledge of such
   lien, at Tenant's sole cost and expense,  by the payment thereof or by filing
   any bond  required  by law.  Tenant  shall  notify  Landlord  promptly of the
   attachment of any lien against all or any portion of the Premises or Tenant's
   interest  therein of which  Tenant  has  knowledge.  If Tenant  shall fail to
   discharge any such  mechanic's or  materialmen's  lien,  Landlord may, at its
   option,  discharge  the same and treat the cost  thereof as  Additional  Rent
   payable  with the monthly  installment  of rent next  becoming  due; it being
   hereby expressly  covenanted and agreed that such discharge by Landlord shall
   not be deemed to waive or release  the  default of Tenant in not  discharging
   the same.  Any  alterations  costing in excess of  $750,000  (as  adjusted to
   reflect  any  increase  or  decrease  in the CPI from the date of this Lease)
   shall be  performed  under a  written  construction  contract  providing  for
   payment,  performance  and lien bonds in the full amount of the contract sum.
   All  contractors  used by Tenant to  perform  any  Alterations  shall be duly
   licensed by all applicable  jurisdictions within which all or any part of the
   Premises is located.

      Within  forty-five (45) days after completion of any  Alterations,  Tenant
   shall provide  "as-built"  plans and  specifications  for such Alterations to
   Landlord.

      All  Alterations  which  Landlord  has  designated  for  removal by Tenant
   pursuant to this Subsection 4.3.2 shall be removed by Tenant, except that, if
   after having so  designated an Alteration  for removal,  Landlord  thereafter
   gives notice to Tenant at least six months before the expiration of the Lease
   Term that Landlord would be willing to let such  Alteration  remain after the
   expiration  of the Lease  Term,  Tenant  may  elect  whether  to remove  such
   Alteration  or leave it as part of the Premises  upon the  expiration  of the
   Lease Term. Tenant shall repair all damage caused by such removal.

                    ARTICLE V - ASSIGNMENT AND SUBLETTING

   5.1 GENERAL  PROHIBITION OF ASSIGNMENT AND SUBLETTING.  Except as hereinafter
provided, Tenant shall not, without the prior written consent of Landlord, which
Landlord may  withhold in its sole  discretion,  assign,  mortgage,  pledge,  or
otherwise  transfer or encumber this Lease or its interest therein,  in whole or
in part,  or permit the  assignment  or  transfer  of this Lease or the right of
occupancy  thereunder by operation of law or otherwise.  Furthermore,  if at any
time during the Lease Term, Tenant is (a) a corporation (excluding a corporation
the  outstanding  voting  stock of which is  listed on a  recognized  securities
exchange) or a trust  (whether or not having shares of beneficial  interest) and
there shall occur any change in the  identity of any of the persons  then having
power to participate  in the election or appointment of the directors,  trustees
or other persons  exercising  like functions and managing the affairs of Tenant,
or (b) a partnership  or  association  or otherwise not a natural person (and is
not a  corporation  or a trust) and there shall occur any change in the identity
of any of the persons who then are members of such partnership or association or
other entity or who comprise Tenant, such change in identity shall constitute an
assignment of this Lease for all purposes hereunder.

   Notwithstanding  the foregoing,  Tenant may assign its interest in this Lease
to (i) any corporation or entity which is a successor to Tenant either by merger
or  consolidation,  (ii) a  purchaser  of all or  substantially  all of Tenant's
assets,  or (iii) a corporation or other entity which shall (A) control,  (B) be
under the  control of, or (C) be under  common  control  with,  Tenant (the term
"control" as used herein shall mean  ownership of more than fifty  percent (50%)
of the outstanding voting stock of a corporation, or other equivalent equity and
control  interest if Tenant is not a  corporation)  so long as (I) the principal
purpose of such assignment is not the  acquisition of Tenant's  interest in this
Lease  (except if such  assignment is made for a valid  intracorporate  business
purpose  to an  entity  described  in  clause  (C)  above)  and is not  made  to
circumvent  the provisions of this Section 5.1, and (II) any such assignee shall
have a net worth,  determined in accordance with generally  accepted  accounting
principles,  consistently applied, after giving effect to such assignment, equal
to  or  greater  than  Tenant's  net  worth,  as so  determined,  on  the  Lease
Commencement Date.  Further  notwithstanding  the foregoing,  Landlord shall not
unreasonably  withhold or delay its consent to an  assignment of this Lease or a
subletting  of all or any portion of the Premises to a tenant whose  credit,  as
determined by Landlord in its reasonable discretion,  is at least as good as the
credit of the original Tenant as of the execution of this Lease and who does not
use  materially  more or  different  Hazardous  Materials in the  operations  it
intends to conduct on or about the  Premises.  With  respect to any  sublease or
assignment,  Tenant shall be obligated to pay Landlord as additional rent, fifty
percent  (50%) of any "Net  Profit"  received  by Tenant.  For  purposes  of the
preceding  sentence,  "Net  Profit"  shall mean the excess of all rent and other
consideration  paid by such sublessee or assignee to Tenant over the sum of that
portion of the rent and  additional  rent paid by Tenant to  Landlord  hereunder
reasonably  allocable to such subleased  space or the Premises,  as the case may
be, and all out-of-pocket third party expenses reasonably incurred by Tenant for
leasing  commissions  and leasehold  improvements  necessitated by such sublease
(amortized  over the term of the  sublease  or the lease,  as  applicable).  Any
attempted assignment,  mortgage,  pledge,  transfer, or encumbrance by Tenant of
this Lease or its interest herein contrary to the provisions of this Section 5.1
shall, at the option of Landlord,  terminate this Lease, and Tenant shall remain
liable for all Rent and other sums due under this Lease and all damages suffered
by Landlord on account of such breach by Tenant.

   5.2 TERMS GOVERNING  ASSIGNMENTS AND SUBLEASES.  Any assignment of this Lease
or  subletting  of the  Premises is subject to all of the terms,  covenants  and
conditions of this Lease, including,  without limitation, the provisions of this
Article V relating to the  assignment  of this Lease (which shall also govern in
the case of the assignment of any sublease by such subtenant) and the subletting
of the  Premises.  Tenant  shall  reimburse  Landlord as  Additional  Rent,  for
Landlord's  reasonable legal fees and  disbursements and other expenses incurred
in connection with any request by Tenant to assign or sublet, promptly following
Landlord's demand therefor.

   5.3 NO WAIVER OR  RELEASE.  The  consent by  Landlord  to any  assignment  or
subletting  shall not be  construed  as a waiver or release  of Tenant  from its
primary  liability for the  performance  of all covenants and  obligations to be
performed by Tenant under this Lease nor as limiting or affecting in any way any
of Landlord's rights or remedies,  including, without limitation, its rights and
remedies  under Article XII, nor shall the collection or acceptance of Rent from
any assignee,  transferee or subtenant  constitute a waiver or release of Tenant
from any such primary  liability,  which following any  assignment,  transfer or
sublease shall be joint and several with the assignee,  transferee or sublessee,
as the case may be. Landlord's consent to any assignment or subletting shall not
be construed  as  relieving  Tenant from the  obligation  of complying  with the
provisions of Section 5.1 hereof, as applicable,  with respect to any subsequent
assignment or subletting.

                      ARTICLE VI - SIGNS AND FURNISHINGS

   6.1 SIGNAGE. No sign,  advertisement or notice (hereinafter  "sign") shall be
inscribed,  painted, affixed or otherwise displayed by Tenant on any part of the
exterior or the interior of the Building,  or on the  Premises,  unless any such
sign has been approved in writing by Landlord.  Landlord's approval shall not be
unreasonably  withheld  or  delayed  and  shall not be  withheld  if the sign is
reasonably  consistent with signs used on similarly  situated buildings and land
and complies with all applicable Legal Requirements.

   6.2 FLOOR LOAD;  DELIVERIES.  Landlord  shall have the right to prescribe the
weight and position of safes and other heavy equipment,  supplies,  fixtures and
other concentrated loads,  which, if allowed by Landlord,  shall be installed in
such manner as to  distribute  their  weight  adequately.  Any and all damage or
injury to the Premises or the Building  caused by moving the same in or upon the
Premises shall be repaired by and at the sole cost and expense of Tenant.

                       ARTICLE VII - ENTRY BY LANDLORD

   Tenant  will  permit  Landlord,  its agents or  representatives  to enter the
Premises at all reasonable times following  reasonable advance notice (or at any
time in cases of emergency and without advance notice in such cases) to examine,
inspect (including without limitation,  at Landlord's sole election,  to conduct
periodic  environmental audits of the Premises) and protect the Premises and the
Building,  to exercise  any rights or perform any  obligations  pursuant to this
Lease,  or to show the same to  prospective  tenants of the Premises  during the
last year of the Lease Term and to prospective  purchasers and Mortgagees at all
reasonable times. In connection with any such entry,  Landlord shall endeavor to
minimize the disruption to Tenant's use of the Premises.

                   ARTICLE VIII - INTERRUPTION OF SERVICES

   Landlord  shall  not have any  liability  to Tenant  whatsoever  as result of
Landlord's  failure or  inability  to perform  any other  covenant or duty to be
performed by Landlord  hereunder by reason of any so-called  force majeure cause
reasonably beyond Landlord's control,  including,  without  limitation,  acts of
God,   casualty,   strikes,   scarcity  of  labor  or  materials,   governmental
requirements  or the like.  Any such failure or inability  due to force  majeure
causes to  perform  the  covenants  or duties  required  hereunder  shall not be
considered an eviction, actual or constructive,  of Tenant from the Premises and
shall not entitle  Tenant to terminate  this Lease nor to any  abatement of Rent
payable  hereunder  nor Tenant to claim any direct,  indirect  or  consequential
damages on account thereof.

                      ARTICLE IX - LIABILITY OF LANDLORD

   9.1  LIMITATION OF  LIABILITY.  Landlord  shall not be liable to Tenant,  its
employees,  agents, business invitees,  licensees,  customers, or guests for any
damage,  injury, loss,  compensation,  or claim (including,  but not limited to,
claims for the  interruption of or loss to Tenant's  business) based on, arising
out of or resulting from any cause  whatsoever,  including,  but not limited to,
repairs to any  portion of the  Building  or the  Premises,  any fire,  robbery,
theft,  mysterious  disappearance  and/or any other  crime or  casualty,  or any
leakage in any part or portion of the Premises or the  Building,  or from water,
rain or snow that may leak into,  or flow from any part of the  Premises  or the
Building, or from drains, pipes or plumbing fixtures in the Building, unless due
to the gross negligence or willful misconduct of Landlord.  Any goods,  property
or personal  effects stored or placed by Tenant or its employees in or about the
Premises  shall be at the sole risk of  Tenant,  and  Landlord  shall not in any
manner be held responsible  therefor.  Notwithstanding  the foregoing,  Landlord
shall not be released from liability for any injury,  loss, damages or liability
to the  extent  arising  from any gross  negligence  or  willful  misconduct  of
Landlord,  its  servants,  employees or agents  acting within the scope of their
authority on or about the Premises;  provided,  however,  that in no event shall
Landlord,  its servants,  employees or agents have any liability to Tenant based
on any loss  with  respect  to or  interruption  in the  operation  of  Tenant's
business.

   9.2 NO RIGHT OF SET-OFF.  In the event that Tenant shall have a claim against
Landlord,  at any time during the Lease Term, Tenant shall not have the right to
deduct the amount  allegedly  owed to Tenant from any Rent or other sums payable
to Landlord,  it being  understood that Tenant's sole remedy for recovering upon
such claim shall be an independent action against Landlord.

   9.3  NONRECOURSE.  In the event  Tenant is awarded a money  judgment  against
Landlord,  Tenant's sole  recourse for  satisfaction  of such judgment  shall be
limited to  Landlord's  then  interest  in the  Property.  In no event shall any
partner, officer,  director,  trustee,  stockholder,  employee or beneficiary of
Landlord  or any  other  person  be held  to have  any  personal  liability  for
satisfaction  of any claims or judgments  that Tenant may have against  Landlord
and Tenant may not look to any other  assets of Landlord or any  beneficiary  of
Landlord.

                      ARTICLE X - DAMAGE OR DESTRUCTION

   10.1  RESTORATION OR TERMINATION.  If, during the Lease Term, the Premises or
the  Building  is  totally or  partially  damaged or  destroyed,  rendering  the
Premises  totally or partially  inaccessible  or unusable,  Tenant shall, at its
sole cost and expense,  promptly and diligently  restore and repair the Premises
and the Building,  as the case may be, to their condition  immediately  prior to
the damage or destruction;  provided,  however, if such damage or destruction is
caused by a risk insured against under Section 3.2.2 above and is not reasonably
susceptible  of being  repaired or restored  within twelve (12) months after the
occurrence  of such damage or  destruction  (taking into account the time needed
for  removal  of  debris,  preparation  of plans and  issuance  of all  required
governmental permits and a satisfactory  settlement with any insurance companies
involved)  Landlord  or  Tenant  may,  within  forty-five  (45)  days  after the
occurrence of such damage,  terminate this Lease by giving notice of termination
to the  other  and  specifying  in  such  notice  the  effective  date  of  such
termination,  which shall not be less than thirty (30) nor more than ninety (90)
days after the date of the notice.  If this Lease is terminated  pursuant to the
preceding sentence, all Base Rent and Additional Rent payable hereunder shall be
apportioned and paid to the date of such termination of this Lease, with respect
to the entire  Premises.  If this Lease is not so terminated,  there shall be no
abatement of rent. Following any termination of this Lease as aforesaid,  Tenant
shall have no further  rights or remedies as against  Landlord  pursuant to this
Lease or otherwise.  If this Lease is not terminated as a result of such damage,
either  pursuant to this Section or Section 10.3,  this Lease shall  continue in
full force and effect,  Tenant shall repair and restore the Premises as provided
in this Section.

   Notwithstanding the foregoing, if, during the Lease Term, the Premises or the
Building  are  totally  or  partially  damaged or  destroyed,  and the damage or
destruction  occurs  during the last year of the Lease  Term,  and Tenant has no
remaining  Extension  Options  or does  not  exercise  any  remaining  Extension
Options, at Tenant's election, subject to the approval of any Mortgagee,  Tenant
may limit  repair and  restoration  to the repair and  restoration  necessary to
preserve the remaining improvements and remedy any health or safety hazards, and
Tenant shall not be obligated to further repair or restore the Premises, so long
as the casualty is caused by a risk insured  against  under Section 3.2.2 above,
Tenant has permitted Landlord to participate  equally in the settlement with the
insurer  and has paid  Landlord  the  amount of any  deductible,  Tenant has not
expended  more than a reasonable  amount on securing the balance of the Premises
and remedying  health or safety hazards,  and the balance of insurance  proceeds
are paid to Landlord.

   10.2 TENANT'S PERSONAL  PROPERTY.  If, during the Lease Term, the Premises or
the Buildings are totally or partially  damaged or destroyed,  and this Lease is
not terminated as provided in Section 10.1,  Tenant shall,  at its sole cost and
expense,   promptly  and  diligently  repair  or  restore  any  trade  fixtures,
furnishings, equipment or personal property belonging to Tenant.

   10.3 RIGHT TO TERMINATE WITHIN LAST TWO YEARS OF LEASE TERM.  Notwithstanding
anything to the contrary  contained herein, if, within the last two years of the
Lease Term,  the Building is damaged or destroyed due to a risk insured  against
under  Subsection  3.2.2 above to such an extent that the costs of repairing and
restoring  such  Building as  reasonably  estimated by Landlord  would equal the
replacement cost of the Building, Landlord or Tenant may, within forty-five (45)
days after the occurrence of such damage,  terminate this Lease by giving notice
of  termination to the other and specifying in such notice the effective date of
such termination,  which shall not be less than thirty (30) nor more than ninety
(90) days after the date of the  notice;  provided,  however,  that if  Landlord
gives Tenant such a termination notice, and Tenant has not exercised both of the
Extension Options provided for by Section 2.4, the period for Tenant to exercise
the next upcoming Extension Option shall be extended, if necessary,  to commence
on the  date  Tenant  receives  Landlord's  termination  notice,  and if  Tenant
exercises  the  Extension   Option  within  thirty  (30)  days  after  receiving
Landlord's  termination  notice, the termination notice shall be of no force and
effect.  If this Lease is so  terminated  pursuant  to this  Section  10.3,  the
provisions of Section 10.1 regarding termination of this Lease shall apply. This
right of  termination  shall be in addition  to any other  right of  termination
provided in this Lease.

   10.4  RESTORATION  AS A RESULT OF MINOR LOSS.  If, during the Lease Term, the
Premises or the Building is partially  damaged or destroyed by a risk covered by
the insurance  described in Subsection  3.2.2, and the total amount of loss does
not exceed $50,000 (adjusted to reflect any increase or decrease in the CPI from
the date of this Lease),  subject to the consent of any Mortgagee,  Tenant shall
make the loss, and adjustment with the insurance  company insuring the loss, and
the proceeds  shall be paid directly to Tenant for the sole purpose of repairing
and restoring the Premises in accordance with Section 10.1.

   10.5 RESTORATION IN THE EVENT OF MAJOR DAMAGE. If, during the Lease Term, the
Premises or the Building is totally or partially  damaged or destroyed by a risk
covered by the insurance  described in Subsection 3.2.2, and the total amount of
loss is $50,000 or more (adjusted to reflect any increase or decrease in the CPI
from the date of this Lease),  Landlord,  Tenant and any first  Mortgagee  shall
make the loss  adjustment with the insurance  company  insuring the loss, and on
receipt of the proceeds  shall  immediately  pay them to the holder of any first
Mortgage  on the  Premises,  or,  if  there  is then no  first  Mortgage  on the
Premises,  an  institutional  lender  doing  business  in Boston  designated  by
Landlord in its reasonable  discretion  (such payee,  the "INSURANCE  TRUSTEE").
Tenant  also shall  deposit  the  amount of any  deductible  with the  Insurance
Trustee.  The  sums  deposited  with  the  Insurance  Trustee  shall  be paid in
installments  by the Insurance  Trustee to the contractor  retained by Tenant as
construction  progresses,  for payment of the costs of restoration.  A customary
retention  fund shall be established  that will be paid to the  contractor  upon
completion of  restoration,  payment of all costs,  expiration of all applicable
lien  periods,  and  proof the  Premises  are free of all  mechanics'  liens and
lienable claims.

   Payments shall be made on  presentation  of certificates or vouchers from the
architect  or  engineer  retained  by Tenant  showing  the  amount  due.  If the
Insurance   Trustee,   in  its  reasonable   discretion,   determines  that  the
certificates  or vouchers  are being  improperly  approved by the  architect  or
engineer  retained  by Tenant,  the  Insurance  Trustee  shall have the right to
appoint an architect or engineer to supervise  construction and to make payments
on  certificates or vouchers  approved by the architect or engineer  retained by
the Insurance Trustee.  The reasonable  expenses and charges of the architect or
engineer  retained  by the  Insurance  Trustee  shall  be paid by the  Insurance
Trustee out of the funds deposited with the Insurance Trustee.

   If the sums  held by the  Insurance  Trustee  are not  sufficient  to pay the
actual cost of  restoration,  Tenant shall deposit the amount of the  deficiency
with the  Insurance  Trustee  within  twenty  (20)  days  after  request  by the
Insurance Trustee indicating the amount of the deficiency from time to time.

   Any sums not disbursed by the Insurance  Trustee after  restoration  has been
completed  and final  payment  has been  made to  Tenant's  contractor  shall be
delivered  within  fifteen  (15) days (after  demand made by either party on the
Insurance Trustee, with a copy to Landlord's first Mortgagee),  by the Insurance
Trustee to Tenant,  unless  Landlord's first Mortgagee  requires such sums to be
paid to Landlord's first Mortgagee to reduce the amount secured.  In that event,
the  Insurance  Trustee  shall pay the amount  required to be paid to Landlord's
first  Mortgagee,  and the  remainder,  if any, to Tenant.  All actual costs and
charges  of the  Insurance  Trustee  shall be paid by Tenant.  If the  Insurance
Trustee  resigns  or for any  reason is  unwilling  to act or  continue  to act,
Landlord shall substitute a new trustee in the place of the designated Insurance
Trustee.  The new trustee  must be an  institutional  lender  doing  business in
Boston.  Both parties shall promptly  execute all documents and perform all acts
reasonably  required by the Insurance  Trustee to perform its obligations  under
this Section 10.5.

   10.6 INSURANCE UPON  TERMINATION.  In the event that this Lease is terminated
as a result of any damage or destruction,  any applicable  insurance  policy and
all rights  under it and all  insurance  proceeds  shall be assigned and paid to
Landlord  or, at  Landlord's  election,  the holder of a first  Mortgage  on the
Premises,  excluding,  however,  any  proceeds  payable with respect to Tenant's
personal property or trade fixtures.

                          ARTICLE XI - CONDEMNATION

   11.1  TAKING.  If  the  whole  or a  substantial  part  of the  Premises  (as
hereinafter  defined)  shall  be  taken  or  condemned  by any  governmental  or
quasi-governmental  authority  for any  public or  quasi-public  use or  purpose
(including a sale thereof under threat of such a taking),  then this Lease shall
terminate   on  the  date  title   thereto   vests  in  such   governmental   or
quasi-governmental  authority,  and all Base Rent and  Additional  Rent  payable
hereunder shall be apportioned as of such date. If less than a substantial  part
of the Premises is taken or condemned by any governmental or  quasi-governmental
authority  for any  public or  quasi-public  use or  purpose  (including  a sale
thereof in lieu of such a taking),  this Lease shall  continue in full force and
effect,  but the Base  Rent  thereafter  payable  hereunder  shall be  equitably
adjusted as of the date title vests in the  governmental  or  quasi-governmental
authority.

   For purposes of this Section 11.1, a "SUBSTANTIAL PART OF THE PREMISES" shall
be  considered  to have  been  taken if there  occurs a taking  of more (a) than
one-third of the usable floor area of the Building,  or (b) more than  one-third
of the parking  spaces,  if alternate  parking spaces  sufficient to preserve at
least  two-thirds of the number of existing  parking spaces cannot be located on
the Premises.

   11.2  AWARDS.  All  awards,  damages  and  other  compensation  paid  by  the
condemning  authority on account of such taking or  condemnation  (or sale under
threat of such a taking) shall belong to Landlord;  Tenant  hereby  releases and
assigns to  Landlord  all  Tenant's  rights to such  awards,  damages  and other
compensation,  and covenants to deliver such further  assignments and assurances
thereof as Landlord may from time to time reasonably request.  Tenant agrees not
to make any claim against  Landlord or the condemning  authority for any portion
of such award or compensation attributable to damages to the Premises, the value
of the unexpired term of this Lease, the loss of profits or goodwill,  leasehold
improvements or severance  damages.  Nothing  contained herein,  however,  shall
prevent Tenant from pursuing a separate  claim against the condemning  authority
for the value of  furnishings,  equipment  and trade  fixtures  installed in the
Premises at Tenant's  expense (but  excluding any component of Tenant's Work and
Improvements  made to the Premises) and for relocation  expenses,  provided that
such claim does not in any way diminish the award or compensation  payable to or
recoverable by Landlord in connection with such taking or condemnation.

                  ARTICLE XII - DEFAULT BY TENANT; REMEDIES

   12.1 DEFAULT.  The  occurrence  of any of the  following  (whether or not the
Lease Term shall have commenced) shall constitute an Event of Default under this
Lease:

            (a) if Tenant  shall  fail to pay when due any  installment  of Base
Rent or  Additional  Rent;  provided,  however,  that any such failure shall not
constitute  an Event of Default  under this Lease so long as such failure  shall
not continue for more than ten (10) days after  written  notice from Landlord to
Tenant; or

            (b) if Tenant  shall  violate  or fail to  perform  any other  term,
condition,  covenant or  agreement  to be  performed or observed by Tenant under
this Lease and such  violation  or failure  shall  continue for more than thirty
(30) days after written notice thereof from Landlord plus such additional  time,
if any, as is reasonably necessary to cure the default if it is of such a nature
that it cannot  reasonably be cured in thirty (30) days,  which  additional time
may not exceed ninety (90) days,  provided  Tenant is  diligently  proceeding to
cure such  default at all times;  provided,  however,  that if the  violation or
failure  is a failure  to repair or  reconstruct  the  Premises,  and  Tenant is
prevented from completing the cure within ninety (90) days due to labor strikes,
shortages of materials beyond the reasonable control of Tenant, changes in legal
requirements  or an Act of God, Tenant shall have such further period of time to
cure the default as is  necessary  as a result of the labor  strike or materials
shortage; or

            (c) if Tenant shall  commence any case,  proceeding  or other action
seeking reorganization,  arrangement,  adjustment,  liquidation,  dissolution or
composition  of Tenant or any of its debts under any law relating to bankruptcy,
insolvency,  reorganization,  liquidation  or  relief  of  debtors,  or  seeking
appointment  of a receiver,  trustee,  custodian or other  similar  official for
Tenant or for all or any substantial part of its property; or

            (d) if any case,  proceeding or other action against Tenant shall be
commenced  seeking to have an order for relief entered against Tenant as debtor,
or seeking reorganization,  arrangement, adjustment, liquidation, dissolution or
composition  of Tenant or any of its debts under any law relating to bankruptcy,
insolvency,  reorganization,  liquidation  or  relief  of  debtors,  or  seeking
appointment  of a receiver,  trustee,  custodian or other  similar  official for
Tenant  or for all or any  substantial  part of its  property,  and  such  case,
proceeding  or other  action  (i)  results  in the entry of an order for  relief
against Tenant or (ii) remains undismissed for a period of ninety (90) days.

   12.2  LANDLORD'S  RIGHT TO  TERMINATE.  If an Event of Default  should occur,
then,  in any such case,  Landlord  may, at any time while such Event of Default
exists and without  further  notice,  terminate  this Lease by written notice to
Tenant,  specifying a date on which this Lease shall  terminate,  and this Lease
shall  thereupon  come to an end on the date  specified  therein  as  fully  and
completely  as if such  date  were  the date  herein  originally  fixed  for the
expiration  of the Lease  Term,  and Tenant  shall then quit and  surrender  the
Premises to Landlord,  it being  understood,  however,  that Tenant shall remain
liable as  hereinafter  provided.  At any time after  termination  of this Lease
pursuant to this  Section 12.2  Landlord,  without  notice to Tenant,  may store
Tenant's removable fixtures,  equipment and personal property,  and those of any
person claiming through or under Tenant, at the expense and risk of Tenant, and,
if Landlord so elects,  may sell such effects at public  auction or private sale
and apply the net  proceeds  to the  payment  of all sums due to  Landlord  from
Tenant, if any, and pay over the balance, if any, to Tenant.

   12.3 RENT RESERVED.  If this Lease is terminated  under any of the provisions
contained in Sections 12.1 and 12.2 or shall be otherwise  terminated for breach
of any obligation of Tenant,  Tenant covenants to pay forthwith to Landlord,  as
compensation, the excess of the total Base Rent and Additional Rent reserved for
the  residue  of  the  Lease  Term,   together  with  the  value  of  all  other
considerations  agreed to be paid or performed by Tenant for said residue,  over
the rental  value of the  Premises  for said  residue of the Lease Term.  Tenant
further  covenants as an additional  and  cumulative  obligation  after any such
ending  to pay  punctually  to  Landlord  all  the  sums  and  perform  all  the
obligations  which  Tenant  covenants in this Lease to pay and to perform in the
same manner and to the same extent and at the same time as if this Lease had not
been terminated.  In calculating the amounts to be paid by Tenant under the next
foregoing covenant, Tenant shall be credited with any amount paid to Landlord as
compensation  as in this Section 12.3 provided and also with the net proceeds of
any rent  obtained by Landlord by reletting the  Premises,  after  deducting all
Landlord's  expenses  in  connection  with such  reletting,  including,  without
limitation,  all  repossession  costs,  brokerage  commissions,  fees for  legal
services  and expenses of preparing  the Premises for such  reletting;  it being
agreed by Tenant that  Landlord  (a) may relet the Premises or any part or parts
thereof,  for a term or terms which may, at Landlord's option, be equal to, less
than or exceed the period which would otherwise have  constituted the balance of
the Lease Term and may grant such  concessions  and free rent as Landlord in its
sole discretion  considers  advisable or necessary to relet the same and (b) may
make such  alterations,  repairs and  decorations in the Premises as Landlord in
its sole discretion  considers  advisable or necessary to relet the same, and no
action of Landlord in  accordance  with the foregoing or its failure to relet or
to collect  rent under  reletting  shall  operate or be  construed to release or
reduce Tenant's liability as aforesaid.

   In lieu of any other damages for Tenant's breach and in lieu of full recovery
by Landlord  of all sums  payable  under all the  foregoing  provisions  of this
Section  12.3,  Landlord  may, by notice to Tenant  given at any time after this
Lease is terminated  under any of the  provisions  contained in Sections 12.1 or
12.2 or is otherwise  terminated  for breach of any  obligation  of Tenant,  and
before such full recovery,  elect to recover, and Tenant shall thereupon pay, as
liquidated  damages,  (i) an amount equal to the  aggregate of the Base Rent and
Additional  Rent with  respect to the 24 month  period  ended next prior to such
termination  (or if an Event of Default occurs during the first two Lease Years,
an  amount  equal to the  aggregate  of an  annualized  amount  of Base Rent and
Additional  Rent  accrued  under  this Lease in the first  Lease  Year) plus the
amount of Base Rent and  Additional  Rent of any kind  accrued and unpaid at the
time of termination,  (ii) less the amount of any recovery by Landlord under the
foregoing  provisions  of this  Section  12.3 up to the time of  payment of such
liquidated damages.

   12.4     BANKRUPTCY PROVISIONS.

      12.4.1 If Tenant shall become a debtor under  Chapter 7 of the  Bankruptcy
   Code and Tenant's  trustee or Tenant shall elect to assume this Lease for the
   purpose of assigning the same or otherwise,  such election and assignment may
   be made only if all of the  provisions  of  Subsections  12.4.1 and 12.4.4 of
   this Section 12.4 are satisfied.  If Tenant or Tenant's trustee shall fail to
   elect to assume  this  Lease  within  sixty  (60) days  after the filing of a
   petition, or such additional time as provided by the court within such 60-day
   period,  this  Lease  shall be  deemed  to have  been  rejected.  Immediately
   thereupon,  Landlord shall be entitled to possession of the Premises  without
   further  obligation  to Tenant  or  Tenant's  trustee  and this  Lease  shall
   terminate,  but Landlord's  right to be compensated  for damages  (including,
   without limitation,  damages pursuant to Article XII), in any such proceeding
   shall survive.

      12.4.2 If a petition for  reorganization  or  adjustment of debts is filed
   concerning Tenant under Chapter 11 of the Bankruptcy Code, or a proceeding is
   filed under Chapter 7 of the  Bankruptcy  Code and is  transferred to Chapter
   11, Tenant's trustee or Tenant, as debtor-in-possession, must elect to assume
   this Lease  within the earlier of (i)  confirmation  of the plan and (ii) one
   hundred  twenty (120) days from the date of the filing of the petition  under
   Chapter 11 or such  transfer  thereto  or  Tenant's  trustee  or  Tenant,  as
   debtor-in-possession,  shall  be  deemed  to have  rejected  this  Lease.  If
   Tenant's trustee or Tenant,  as  debtor-in-possession,  has failed to perform
   all of  Tenant's  obligations  under  this  Lease  within  the  time  periods
   (excluding  grace  periods)  required  for such  performance,  no election by
   Tenant's trustee or by Tenant, as debtor-in-possession, to assume this Lease,
   whether under Chapter 7 or Chapter 11, shall be effective  unless each of the
   following conditions has been satisfied:

      (a)      Tenant's trustee or Tenant, as  debtor-in-possession,  has cured,
               or has provided  Landlord with  Assurance  (hereinafter  defined)
               that it will cure (i) all  monetary  defaults  under  this  Lease
               within ten (10) days from the date of such  assumption,  and (ii)
               all nonmonetary defaults under this Lease within thirty (30) days
               from the date of such assumption; and

      (b)      Tenant's trustee or Tenant, as debtor-in-possession , has
               provided Landlord with Assurance (as hereinafter defined) of
               the future performance of each of the obligations under this
               Lease of Tenant, Tenant's trustee or Tenant, as
               debtor-in-possession, and has (i) deposited with Landlord, as
               security for the timely payment of rent hereunder, an amount
               equal to one annual installment of Annual Base Rent which
               Tenant was obligated to pay to Landlord under this Lease
               during the Lease Year in which such default occurred, and (ii)
               paid in advance to Landlord Tenant's annual obligations for
               Additional Rent and all other monetary charges payable by
               Tenant under this Lease.  The obligations imposed upon
               Tenant's trustee or Tenant, as debtor-in-possession, shall
               continue with respect to Tenant or any assignee of Tenant's
               interests in this Lease after the completion of bankruptcy
               proceedings.

   For purposes of this Subsection 12.4.2,  Landlord and Tenant acknowledge that
   "Assurance"  shall  mean no less than:  (i)  Tenant's  trustee or Tenant,  as
   debtor-in-possession , has and will continue to have sufficient  unencumbered
   assets  after the  payment  of all  secured  obligations  and  administration
   expenses  to assure  Landlord  that  sufficient  funds will be  available  to
   fulfill the  obligations of Tenant under this Lease,  and (ii) the Bankruptcy
   Court shall have  entered an order  segregating  sufficient  cash  payment to
   Landlord,  or Tenant's trustee or Tenant, as  debtor-in-possession,  or shall
   have  granted a valid and  perfected  first lien and  security  interest  and
   mortgage in property of Tenant,  acceptable as to value and kind to Landlord,
   to secure to  Landlord  the  obligation  of  Tenant's  trustee or Tenant,  as
   debtor-in-possession,  to cure defaults  under this Lease,  both monetary and
   nonmonetary, within the time period set forth above.

      12.4.3 If this Lease is  assumed  in  accordance  with the  provisions  of
   Subsection  12.4.2 and thereafter  Tenant is liquidated or files or has filed
   against it a subsequent  petition for  reorganization  or adjustment of debts
   under  Chapter 11 of the  Bankruptcy  Code,  Landlord  may,  at it's  option,
   terminate  this Lease and all rights of Tenant  hereunder,  by giving  Tenant
   notice of its  election  to so  terminate  within  thirty (30) days after the
   occurrence of either of such events.

      12.4.4 If Tenant's trustee or Tenant, as debtor-in-possession, has assumed
   this Lease  pursuant to the terms and  provisions of  Subsections  12.4.1 and
   12.4.2 of this  Article  for the purpose of  assigning  (or elects to assign)
   this Lease,  this Lease may be so assigned only if the proposed  assignee has
   provided  adequate  assurance  of  future  performance  of all of the  terms,
   covenants and  conditions  of this Lease to be performed by Tenant.  Landlord
   shall be  entitled to receive all cash  proceeds of any such  assignment.  As
   used herein,  "adequate  assurance of future performance" shall mean that all
   of the following conditions have been satisfied:

      (a)      the proposed assignee has furnished Landlord with either (i) a
               current financial statement audited by a certified public
               accountant indicating a net worth and working capital in
               amounts which Landlord reasonably determines to be sufficient
               to assure the future performance by such assignee of Tenant's
               obligations under this Lease, or (ii) a guaranty or guaranties
               in form and substance satisfactory to Landlord from one or
               more persons or entities with aggregate net worth which
               Landlord reasonably determines to be sufficient to assure the
               future performance by such assignee of Tenant's obligations
               under this Lease; and

      (b)      Landlord  has  obtained  all  consents  or  waivers  from  others
               required under any lease, mortgage,  financing agreement or other
               agreement  by  which  Landlord  is bound to  permit  Landlord  to
               consent to such assignment.

      12.4.5 When,  pursuant to the Bankruptcy Code, Tenant's trustee or Tenant;
   as debtor-in-possession, shall be obliged to pay reasonable use and occupancy
   charges for the use of the Premises,  such charges shall not be less than the
   Annual Base Rent which  Tenant is  obligated  to pay to  Landlord  under this
   Lease,  plus all additional  Rent and all other monetary  charges  payable by
   Tenant under this Lease.

      12.4.6  Neither  the whole nor any  portion of  Tenant's  interest in this
   Lease or its estate in the Premises shall pass to any United States  trustee,
   receiver,  assignee  for the  benefit of  creditors,  or any other  person or
   entity,  or  otherwise by operation of law under the laws of any state having
   jurisdiction of the person of property of Tenant,  unless Landlord shall have
   consented to such  transfer in writing.  No acceptance by Landlord of rent or
   any other payments from any United States trustee, receiver, assignee, person
   or other entity shall be deemed to constitute  such consent by Landlord,  nor
   shall it be deemed a waiver of Landlord's  right to terminate  this Lease for
   any transfer of Tenant's interest under this Lease without such consent.

   12.5 CUMULATIVE REMEDIES.  All rights and remedies of Landlord and Tenant set
forth herein are in addition to all other  rights and remedies  available at law
or in equity. All rights and remedies available hereunder or at law or in equity
are expressly  declared to be cumulative.  The exercise by Landlord or Tenant of
any such right or remedy shall not prevent the concurrent  exercise of any other
right or remedy hereunder or subsequent  exercise of the same or any other right
or remedy.  No delay in the  enforcement or exercise of any such right or remedy
shall constitute a waiver of any default or Event of Default hereunder or of any
of Landlord's or Tenant's rights or remedies in connection  therewith.  Landlord
or Tenant  shall not be deemed to have  waived  any  default or Event of Default
hereunder unless such waiver is set forth in a written  instrument.  If Landlord
or Tenant  waives in writing any default or Event of Default,  such waiver shall
not be construed as a waiver of any  covenant,  condition or agreement set forth
in this Lease except as to the specific circumstances  described in such written
waiver.

   12.6 NO WAIVER.  No waiver of any provision of this Lease shall be implied by
any  failure  of  Landlord  or Tenant to  enforce  any  remedy on account of the
violation  of such  provision,  even if such  violation be continued or repeated
subsequently.  Neither  the  payment  by  Tenant  of a  lesser  amount  than the
installments  of Base Rent, or Additional  Rent nor any endorsement or statement
on any check or letter  accompanying a check for payment of Rent shall be deemed
an accord  and  satisfaction,  and  Landlord  may  accept  such check or payment
without  prejudice to Landlord's right to recover the balance of such Rent or to
pursue any other remedy available to Landlord.  No re-entry by Landlord,  and no
acceptance by Landlord of keys from Tenant, shall be considered an acceptance of
a surrender of this Lease.

   12.7 LANDLORD'S  RIGHT TO SELF-HELP.  If Tenant defaults in the making of any
payment or in the doing of any act herein required to be made or done by Tenant,
then  Landlord  may,  following  thirty (30) days prior  written  notice or such
shorter  period as may be necessary  in the event of an  emergency  (which shall
include,  but not be limited  to, the  imminent  lapse of any  insurance  policy
required to be carried by Tenant  under this  Lease),  but shall not be required
to, make such payment or do such act. If Landlord elects to make such payment or
do such act, all costs and expenses incurred by Landlord,  plus interest thereon
at the Rent Default Rate,  from the date paid by Landlord to the date of payment
thereof by Tenant, shall be immediately paid by Tenant to Landlord as Additional
Rent.  Landlord  may,  but is under no  obligation  to, apply any monies held by
Landlord for  Tenant's  account,  including,  without  limitation,  the Security
Deposit,  in exercising  its rights under this Section  12.7.  The taking of any
action by Landlord  under this Section 12.7 shall not be considered as a cure of
such  default  by Tenant or  prevent  Landlord  from  pursuing  any remedy it is
otherwise entitled to in connection with such default.

   12.8 LATE  CHARGE.  If Tenant  fails to make any  payment of Base Rent or any
Additional  Rent on or before the date ten (10) days after  written  notice from
Landlord  that such  payment is due and  payable,  a late charge of four percent
(4%) of the amount of such payment  shall then be due and payable from Tenant to
Landlord as Additional Rent.  Notwithstanding  the foregoing,  in the event that
Tenant  fails to make any  payment  of Base  Rent or any  Additional  Rent on or
before the date ten (10) days after such payment is due and payable two times or
more in any twelve month period, thereafter the late charge provided for by this
Section  shall be due and payable on any payment of Base Rent or any  Additional
Rent not paid on or before the date ten (10) days after such  payment is due and
payable.  The late charge provided for by this Section is in addition to and not
in lieu of any interest payable at the Rent Default Rate provided for by Section
3.1.

                         ARTICLE XIII - HOLDING OVER

   In the event that Tenant shall not immediately  surrender the Premises on the
date of the  expiration  of the Lease  Term or the  sooner  termination  of this
Lease, Tenant shall, at Landlord's election exercised by giving notice to Tenant
as described in the next  following  paragraph  of this Article  XIII,  become a
month-to-month tenant and shall be obligated to pay monthly installments of Base
Rent and Additional  Rent in an amount equal to one hundred fifty percent (150%)
times the sum of the installment of Base Rent and Additional Rent payable during
the last full calendar month of the Lease Term.

   If Landlord  shall not have elected to make Tenant a  month-to-month  tenant,
Landlord  may,  at any time prior to  Landlord's  giving  notice to Tenant  that
Tenant has become a month-to-month  tenant pursuant to the terms of this Article
XIII, Landlord may exercise any and all rights and remedies under this Lease, at
law or in equity to re-enter and take  possession of the Premises.  Until Tenant
shall have either been evicted from the Premises or made a month-to-month tenant
as  aforesaid,  Tenant  shall be a  tenant-at-will,  subject  to all the  terms,
conditions,  covenants and  agreements of this Lease which would have applied in
the case of a month-to-month  tenancy except Tenant's monthly rental obligations
shall be prorated on a daily  basis.  Nothing  herein  contained  is intended to
limit any rights of Landlord under Article XII or otherwise,  including, without
limitation,  Landlord's  right to be indemnified  against and reimbursed for, in
addition to all amounts otherwise  required by the provisions of this Lease, the
amount of all loss,  cost and damage  incurred  by  Landlord  as a result of any
holdover by Tenant,  including,  without  limitation,  all court and arbitration
costs,  attorneys'  fees and expenses and any other  expenses of  litigation  or
arbitration  plus any damages on account of inability to deliver  possession  of
the Premises to any successor tenant.

                     ARTICLE XIV - COVENANTS OF LANDLORD

   14.1 QUIET ENJOYMENT.  Landlord  covenants that it has the right to make this
Lease  for the  Lease  Term and that if  Tenant  shall pay all Rent when due and
punctually perform all the covenants,  terms,  conditions and agreements of this
Lease to be performed by Tenant,  Tenant shall,  during the Lease Term,  freely,
peaceably  and  quietly  occupy and enjoy the full  possession  of the  Premises
without hindrance from anyone claiming by, through or under Landlord, subject to
all of the terms and provisions hereof.

                       ARTICLE XV - RIGHTS OF MORTGAGEE

   15.1 DEFINITION OF MORTGAGE.  The term "Mortgage"  shall mean any one or more
mortgages,  deeds of trust or ground lease  interests which may now or hereafter
affect  Landlord's  interest  in the  Premises  and  all  renewals,  extensions,
supplements, amendments, modifications, consolidations, and replacements thereof
or thereto, substitutions therefor, and advances made thereunder.

   15.2 LEASE SUBORDINATE-SUPERIOR.  This Lease shall be subject and subordinate
to any  Mortgage  now or  hereafter  encumbering  the  Property  or any  portion
thereof,  provided that the holder  thereof enters into an agreement with Tenant
by the terms of which the holder  will agree not to disturb the rights of Tenant
under this Lease and to accept Tenant as tenant of the Premises  under the terms
and conditions of this Lease in the event of acquisition of the Premises by such
holder  through  foreclosure  proceedings  or  otherwise.  In the event that the
holder of a Mortgage (a "Mortgagee")  or any purchaser at a foreclosure  sale or
otherwise (a "Successor") shall succeed to the interest of Landlord, then Tenant
shall and does hereby agree to attorn to such  Successor  and to recognize  such
Successor as its landlord. A Successor shall not, except to the extent consented
to in writing by itself or any predecessor Successor, be:

      (a)      liable for any act or omission of a prior landlord (including
               Landlord); or

      (b)      subject to any offset or defenses which Tenant might have
               against any prior landlord (including Landlord); or

      (c)      bound by any Rent which  Tenant might have paid more than 30 days
               in advance to any prior  landlord  (including  Landlord)  (except
               that  nothing  in this  Section  15.2  shall be deemed to relieve
               Landlord of Landlord's obligation under Section 3.4); or

      (d)      bound by any agreement or modification of this Lease made
               without the consent of the Successor; or

      (e)      liable for any fact or  circumstance  or  condition to the extent
               existing or arising prior to such  Successor's  succession to the
               interest of Landlord under this Lease and such Successor  further
               shall not be liable  except  during the  period of time,  if any,
               during which such  Successor is the owner of Landlord's  interest
               in the  Building and in any event only to the extent set forth in
               Section 9.3.

   Any claim by Tenant under this Lease  against a Successor  shall be satisfied
solely out of such  Successor's  interest in the  Property  and Tenant shall not
seek recovery against or out of any other assets of such Successor.

   Notwithstanding  the foregoing,  the holder of a Mortgage may at its election
subordinate  the same to this Lease  without  the consent or approval of Tenant.
Any such  Mortgage to which this Lease  shall be  subordinate  may contain  such
terms,  provisions  and  conditions  as the  holder  reasonably  deems  usual or
customary.

   This  Section  15.2 shall be  self-operative.  Tenant  agrees to execute  and
deliver promptly any appropriate instruments requested by Landlord or the holder
of any Mortgage to carry out the  subordination,  nondisturbance  and attornment
agreements contained in this Section 15.2. Nothing in this Section 15.2 shall be
deemed to relieve Landlord of Landlord's obligation under Section 3.4.

                       ARTICLE XVI - GENERAL PROVISIONS

   16.1 NO  REPRESENTATIONS;  NO  MORTGAGE.  Tenant  acknowledges  that  neither
Landlord   nor  any  broker,   agent  or  employee  of  Landlord  has  made  any
representations  or promises with respect to the Premises or the Building except
as herein expressly set forth, and no rights, privileges,  easements or licenses
are being  acquired by Tenant,  except as herein  expressly set forth.  Landlord
hereby  represents  and warrants to Tenant that as of the date of this Lease the
Premises is not encumbered by any Mortgages.

   16.2 NO PARTNERSHIP OR JOINT VENTURE.  Nothing  contained in this Lease shall
be construed as creating a partnership  or joint venture of or between  Landlord
and Tenant, or to create any other relationship between the parties hereto other
than that of landlord and tenant.

   16.3  BROKERAGE.  Landlord and Tenant each represent and warrant to the other
that  neither of them has  employed  or dealt with any  broker,  agent or finder
other than Karen Carr and Ernest Barrueta of Peter Elliot, LLC (the "Broker") in
carrying on the negotiations  relating to this Lease. Tenant shall indemnify and
hold  Landlord  harmless  from and against any claim or claims for  brokerage or
other  commissions  asserted  by any  broker,  agent or finder  (other  than the
Broker)  engaged by Tenant or with whom  Tenant has dealt.  Similarly,  Landlord
shall indemnify and hold Tenant harmless from and against any claims asserted by
any broker, agent or finder engaged by Landlord or with whom Landlord has dealt.
The representations and warranties  contained in this Section 16.3 shall survive
any termination of this Lease. As between Tenant and Landlord, Landlord shall be
responsible  to pay any  brokerage  commission  that may be due to the Broker in
connection with the transactions described herein.

   16.4 ESTOPPEL  CERTIFICATE.  Tenant shall, at any time and from time to time,
upon not less than ten (10) days  prior  written  notice by  Landlord,  execute,
acknowledge  and deliver to Landlord an  estoppel  certificate  containing  such
statements of fact as Landlord reasonably requests.  Landlord shall, at any time
and from time to time  during the Lease  Term,  upon not less than ten (10) days
prior written notice by Tenant,  execute,  acknowledge  and deliver to Tenant an
estoppel certificate (i) stating that this Lease is unmodified and in full force
and effect, or so stating and specifying any  modifications or exceptions;  (ii)
stating  whether or not Tenant is  delinquent  or in default with respect to any
payment of Base Rent; (iii) stating,  to Landlord's  actual  knowledge,  whether
Tenant is in default with respect to payment of any Additional Rent or any other
sum under this Lease;  and (iv) stating the amount of the Security  Deposit then
held by Landlord.

   16.5 COST OF  ENFORCEMENT.  Landlord and Tenant shall each pay all reasonable
costs and counsel and other fees  incurred by the other in  connection  with the
successful  enforcement by the other from time to time of any  obligation  under
this Lease.

   16.6 NOTICE. All notices or other communications  required hereunder shall be
in writing and shall be deemed duly given if delivered  in person (with  receipt
therefor),  if sent by reputable  overnight  delivery or courier  service (e.g.,
Federal Express)  providing for receipted  delivery,  or if sent by certified or
registered mail,  return receipt  requested,  postage prepaid,  to the following
address:

   To Tenant:           Avid Technology, Inc.
                        One Park West
                        Tewksbury, MA  01876
                        Attention:  General Counsel

   with a copy to:      Hale and Dorr
                        60 State Street
                        Boston, MA 02109
                        Attention: Katharine E. Bachman, Esq.

   To Landlord:         MGI One Park West, Inc.
                        c/o MGI Properties
                        30 Rowes Wharf
                        Boston, MA  02110
                        Attention:  Robert Ware, Executive Vice President

   with a copy to:      Goodwin, Procter & Hoar  LLP
                        Exchange Place
                        Boston, MA  02109
                        Attention:  Michael H. Glazer, P.C.

   Receipt of notice or other communication shall be conclusively established by
either  (i)  return of a return  receipt  indicating  that the  notice  has been
delivered; or (ii) return of the letter containing the notice with an indication
from the  courier or postal  service  that the  addressee  has refused to accept
delivery  of the notice.  Either  party may change its address for the giving of
notices by notice given in accordance with this Section.

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

   16.8 GENDER.  Feminine or neuter  pronouns shall be substituted  for those of
the masculine form, and the plural shall be substituted for the singular number,
in  any  place  or  places   herein  in  which  the  context  may  require  such
substitution.

   16.9 BIND AND INURE.  The provisions of this Lease shall be binding upon, and
shall inure to the benefit of, the parties  hereto and each of their  respective
successors and assigns,  subject to the provisions hereof restricting assignment
or subletting by Tenant.

   16.10 ENTIRE AGREEMENT. This Lease contains and embodies the entire agreement
of the parties hereto with respect to Tenant's  leasehold  estate  hereunder and
supersedes  all prior  agreements,  negotiations  and  discussions  between  the
parties  hereto and any  representation,  inducement  or  agreement  that is not
contained in this Lease shall not be of any force or effect.  This Lease may not
be  modified  or  changed  in whole or in part in any  manner  other  than by an
instrument in writing duly signed by both parties hereto.

   16.11    APPLICABLE LAW.  This Lease shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.

   16.12 HEADINGS.  Article, Section and Subsection headings are used herein for
the  convenience  of reference  and shall not be considered  when  construing or
interpreting  this Lease. Any reference to an Article shall be deemed to include
all Sections and  Subsections  in the  Article,  and any  reference to a Section
shall be deemed to include all  Subsections  in the Section.  All  references to
"hereunder,"  "herein" or similar terms shall be deemed to be references to this
entire Lease, unless the context clearly otherwise requires.

   16.13 NOT AN OFFER.  The  submission  of an unsigned copy of this document to
Tenant for  Tenant's  consideration  does not  constitute  an offer to lease the
Premises  or an  option  to or for the  Premises.  This  document  shall  become
effective and binding only upon the execution and delivery of this Lease by both
Landlord and Tenant.

   16.14    TIME IS OF THE ESSENCE.  Time is of the essence of each provision
of this Lease.

   16.15    MULTIPLE COUNTERPARTS.  This Lease may be executed in multiple
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same document.

   16.16 NOTICE OF LEASE. This Lease shall not be recorded.  Upon the request of
either party,  the parties shall execute,  in recordable  form, a Notice of this
Lease.  If this Lease is terminated  before the Lease Term  expires,  or without
Tenant  exercising  one or both of its  Extension  Options,  upon the request of
either party,  the parties  shall  execute,  in  recordable  form, an instrument
acknowledging  the date of termination.  Recordation  costs shall be paid by the
requesting  party.  The  provisions of this Section shall survive  expiration or
earlier termination of this Lease.

   16.17 WAIVER OF JURY TRIAL.  Landlord  and Tenant  hereby each waive trial by
jury in any action,  proceeding or  counterclaim  brought by either  against the
other,  on or in respect of any matter  whatsoever  arising out of or in any way
connected with this Lease,  the  relationship of Landlord and Tenant or Tenant's
use or occupancy of the Premises.

   16.18 FUTURE DEVELOPMENT.  Landlord and Tenant acknowledge that Tenant in the
future may wish to expand the amount of building  space  available  on the Land.
Tenant acknowledges that, except as otherwise expressly provided in this Section
16.18, any further  development on the Land is subject to all of the other terms
and conditions of this Lease,  including,  but not limited to,  Landlord's prior
written  consent  pursuant  to  Subsection   4.3.2  regarding   alterations  and
additions.  Landlord  makes no  representations  or warranties  whatsoever  with
regard to the ability to expand the amount of building  space  available  on the
Land;  without  limiting the  generality  of the  foregoing,  Landlord  makes no
representations or warranties as to whether the physical  conditions of the Land
will support  further  development,  whether  further  development  is permitted
pursuant to applicable Legal Requirements,  or whether further development is or
is not possible for any other reason.

   If Tenant  wishes to expand the amount of  building  space  available  on the
Land,  Tenant shall so notify  Landlord and provide  Landlord with  sufficiently
detailed  information  to enable  Landlord  to  determine  whether to approve or
disapprove the new  development to the extent  hereinafter  provided and whether
Landlord  wishes to develop and/or finance the additional  space or not.  Tenant
and Tenant's  representatives shall meet and confer with Landlord and Landlord's
representatives  as may be  reasonably  necessary  for  Landlord to become fully
informed regarding the new development desired by Tenant.

   So long as there is no outstanding Event of Default,  Landlord's consent to a
new building in the area  heretofore  discussed for that purpose by Landlord and
Tenant, and



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<PAGE>
generally  indicated on EXHIBIT E attached  hereto and by this  reference made a
part hereof,  shall not be unreasonably  withheld or delayed, so long as the new
building (x) is readily adaptable to normal office,  research and development or
light  manufacturing  use upon expiration of the term of the Lease, (y) does not
adversely  affect the value of the Premises,  and (z) will be completed no later
than three years prior to the  expiration  of the Initial  Term or any  Extended
Term as to which  Tenant  has  duly and  validly  exercised  Tenant's  Expansion
Option;  but Landlord's consent may be withheld in Landlord's sole discretion as
to any expansion of any existing Building or any expansion of any new building.

   If  Tenant  expands  the  amount of  building  space  available  on the Land,
Landlord  may, but shall be under no obligation  whatsoever  to, (x) develop the
new space on behalf of Tenant,  or (y) finance  construction  of the  additional
space.  Construction  of any  additional  space  shall be  subject to all of the
requirements  of Article VI with respect to Tenant's  Work,  including,  but not
limited to,  those with  respect to  approval of plans,  except that if Landlord
does not finance the construction, the requirements with respect to requisitions
of Tenant's  Allowance shall not apply.  If Landlord agrees to finance  Tenant's
new building or  expansion,  Landlord's  financing  shall be funded on a similar
basis to that provided in Article VI.

   If Tenant expands the amount of building space  available on the Land, at any
time prior to but no later than the commencement of work on the Premises, Tenant
and Landlord shall enter into an amendment to this Lease reflecting the addition
of the new building space to the Premises. Landlord acknowledges that the rental
for the new building space will not include a component for the Land,  since the
Base Rent already includes the Land.

   16.19    EXHIBITS.  This Lease includes and incorporates all Exhibits
referred to hereby and attached hereto.

   EXECUTED under seal as of the date and year first set forth above.

                        LANDLORD:

                        MGI ONE PARK WEST, INC.

                        By:  /S/ ROBERT WARE
                        Name:  Robert Ware
                        Title:  Executive Vice President

                        TENANT:

                        AVID TECHNOLOGY, INC.

                        By:  /S/ C. EDWARD HAZEN
                        Name:  C. Edward Hazen
                        Title:  Treasurer



<PAGE>
                    EXHIBIT A - LEGAL DESCRIPTION OF LAND


That certain parcel of registered  land with the buildings  thereon  situated in
Tewksbury,  Middlesex County, Massachusetts,  all more particularly shown as Lot
330 on Land Court Plan No.  27170-15 to which  reference  may be made for a more
particular  description and in deed to Landlord from Metropolitan Life Insurance
Company dated March 6, 1996 and filed with the Middlesex North Registry District
of the Land Court as Document No. 163228.




<PAGE>
         EXHIBIT B - BROKERS' DETERMINATION OF PREVAILING MARKET RENT

   Where in the Lease to which this  Exhibit is attached  provision  is made for
the "Brokers'  Determination"  the following  procedures and requirements  shall
apply:

   1.       REQUEST.  The party initiating the Brokers' Determination (the
            "Initiating Party") shall send a notice to the other party (the
            "Other Party") requesting the Brokers' Determination of the
            Prevailing Market Rent, which notice to be effective must (i)
            make explicit reference to the Lease, and (ii) include the name
            of a broker selected by the Initiating Party to act for the
            Initiating Party, which broker shall be affiliated with a major
            Boston commercial real estate brokerage firm selected by the
            Initiating Party and which broker shall have at least ten (10)
            years experience dealing in properties of a nature and type
            generally similar to the Buildings located in the Boston Suburban
            Market.

   2.       RESPONSE. Within thirty (30) days after the Other Party's receipt of
            the Initiating  Party's notice  requesting the Broker  Determination
            and stating the name of the broker selected by the Initiating Party,
            the Other Party shall give written notice to the Initiating Party of
            the  Other  Party's  selection  of a  broker  having  at  least  the
            affiliation and experience referred to above.

   3.       RENTAL VALUE DETERMINATION.  Within thirty (30) days after the
            selection of the broker by the Other Party, the brokers so
            selected shall make a determination of the annual fair market
            rental value of the Premises for the period referred to in the
            Lease.  Such annual fair market rental value determination shall
            take into account the condition of the Premises as required to be
            maintained in accordance with this Lease and the market rental
            rate for the time period such determination is being made for
            space in buildings of comparable condition and of equivalent
            quality, size, utility and location.  The brokers shall advise
            Landlord and Tenant in writing by the expiration of said thirty
            (30) day period of the annual fair market rental value which as
            so determined shall be referred to as the Prevailing Market Rent.

   4.       RESOLUTION OF BROKER DEADLOCK.  If the Brokers are unable to
            agree on a determination of Prevailing Market Rent, then the
            brokers shall send a notice to Landlord and Tenant by the end of
            the thirty (30) day period for making said determination setting
            forth their individual determinations of Prevailing Market Rent.
            The Brokers then shall, within ten (10) days after such thirty
            (30) day period expires, jointly appoint an independent real
            estate broker or a consultant who also has at least the
            affiliation and experience referred to above and is not
            affiliated with either Landlord or Tenant (the "Arbiter").  The
            Brokers shall submit to the Arbiter their respective assessments
            of the Prevailing Market Rent, together with the supporting data
            that was used to calculate such assessments.  Within twenty (20)
            days after the selection of the Arbiter, the Arbiter shall select
            the assessment which is closest to his/her determination of such
            Prevailing Market Rent, which assessment shall be the Base Rent
            for such Extended Term.  The Arbiter's determination shall be
            binding on Landlord and Tenant and may be enforced by a court of
            competent jurisdiction.

   5.       COSTS.  Each party shall pay the costs and expenses of the broker
            selected by it and each shall pay one half (1/2) of the costs and
            expenses of the Arbiter.

   6.       FAILURE TO SELECT BROKER OR FAILURE OF BROKER TO SERVE.  If the
            Initiating Party shall have requested a Broker Determination and
            the Other Party shall not have designated a broker within the
            time period provided therefor above, then the Initiating Party's
            Broker shall alone make the determination of Prevailing Market
            Rent in writing to the Other Party and the Initiating Party
            within thirty (30) days after the expiration of the Other Party's
            right to designate a broker hereunder.  In case of the inability
            or refusal to serve of any person designated as a broker, or in
            case any broker for any reason ceases to be such, a broker to
            fill such vacancy shall be appointed by Tenant, Landlord, the
            brokers first appointed or the said Greater Boston Real Estate
            Board, Inc., as the case may be, whichever made the original
            appointment, or if the person who made the original appointment
            fails to fill such vacancy, upon application of any broker who
            continues to act or by Landlord or Tenant such vacancy may be
            filled by the President of the Greater Boston Real Estate Board,
            Inc. or her/his designee, and any broker so appointed to fill
            such vacancy shall have the same standing and powers as though
            originally appointed.




<PAGE>
                  EXHIBIT C - TENANT'S RIGHT OF FIRST OFFER

   Tenant  shall have a right of first offer with respect to the Premises on the
terms and conditions set forth in this Exhibit D (the "Right of First Offer").

   If at any time during the Lease Term,  Landlord decides to sell the Premises,
Landlord  shall give Tenant notice (the  "Landlord's  Notice") of the sale price
(the "First Offer Price") and payment terms on which Landlord will be willing to
sell.

   If Tenant,  within three (3) weeks after the receipt of a Landlord's  Notice,
agrees in writing to  purchase  the  Premises  for the First  Offer Price on the
payment  terms stated in the  Landlord's  Notice,  Landlord and Tenant  promptly
shall  enter  into a  purchase  and  sale  agreement  acceptable  to each in its
reasonable  discretion  and close the sale of the  Premises  not later  than one
hundred  twenty  (120) days after the date of Tenant's  notice to  Landlord.  If
Tenant  fails to close the  purchase  within such one hundred  twenty  (120) day
period for any reason other than  Landlord's  default,  the Right of First Offer
automatically  shall  terminate and be of no further  force or effect,  but this
Lease otherwise shall continue on all the other terms,  covenants and conditions
set forth in this Lease.

   If Tenant within two (2) weeks after the receipt of a Landlord's Notice, does
not so agree in writing,  Landlord thereafter may sell the Premises to any other
party for a price which is not less than ninety percent (90%) of the First Offer
Price and payment terms that are not materially  more favorable to the purchaser
than those set forth in the Landlord's Notice,  free and clear of Tenant's Right
of First Offer,  and upon the closing of the sale to the other  party,  Tenant's
Right of First Offer shall  terminate and be of no further force or effect,  but
this Lease  otherwise  shall  continue  on all the other  terms,  covenants  and
conditions set forth in this Lease, and Tenant,  upon request,  shall provide to
Landlord  written  confirmation  duly executed in recordable  form that confirms
that  Tenant's  Right of First  Offer does not apply to the sale and  terminates
upon closing of the sale; but if Landlord  determines to sell the Premises for a
price  which is less than ninety  percent  (90%) of the  applicable  First Offer
Price or on payment terms  materially more favorable to the purchaser than those
set forth in the Landlord's  Notice, or if Landlord has not sold the Premises to
another  party within  fifteen  (15) months  after Tenant  receives a Landlord's
Notice, Landlord shall be obligated to give Tenant a new Landlord's Notice prior
to selling the  Premises to another  party,  and  Tenant's  Right of First Offer
shall apply to the sale.

   Landlord  shall have the right to market the  Premises to others prior to and
during  the  two-week  period for  Tenant to  respond  to a  Landlord's  Notice,
subject, however, to Tenant's Right of First Offer.

   Tenant's Right of First Offer shall not apply to any mortgage, deed of trust,
ground lease or other financing of the Premises,  to any transfer by foreclosure
sale or  deed  in  lieu  of  foreclosure,  to any  transfer  for  nominal  or no
consideration,  to any transfer to a legal entity controlling,  controlled by or
under common  control with Landlord,  or to any transfer  among family  members,
either outright or in trust.




<PAGE>
                       EXHIBIT D - HAZARDOUS MATERIALS

                        Customary janitorial supplies




<PAGE>
                     EXHIBIT E - LOCATION OF NEW BUILDING




<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL  INFORMATION  EXCTRACTED  FROM  THE
CONDENSED  CONSOLIDATED BALANCE SHEET OF THE FORM 10-Q FOR THE PERIOD ENDED JUNE
30,  1996  (UNAUDITED)  AND  FROM  THE  CONDENSED  CONSOLIDATED   STATEMENTS  OF
OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1996  (UNAUDITED)  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>                     
<MULTIPLIER>                                    1,000
       
<S>                             <C>                   <C>
<PERIOD-TYPE>                   6-MOS                 3-MOS
<FISCAL-YEAR-END>                       DEC-31-1996           DEC-31-1996 
<PERIOD-START>                          JAN-01-1996           APR-01-1996 
<PERIOD-END>                            JUN-30-1996           JUN-30-1996 
<CASH>                                       53,902                53,902 
<SECURITIES>                                  1,036                 1,036 
<RECEIVABLES>                                92,244                92,244 
<ALLOWANCES>                                  4,729                 4,729 
<INVENTORY>                                  65,357                65,357 
<CURRENT-ASSETS>                            240,074               240,074 
<PP&E>                                       96,650                96,650 
<DEPRECIATION>                               39,987                39,987 
<TOTAL-ASSETS>                              302,747               302,747 
<CURRENT-LIABILITIES>                        77,907                77,907 
<BONDS>                                           0                     0 
<PREFERRED-MANDATORY>                             0                     0 
<PREFERRED>                                       0                     0 
<COMMON>                                        211                   211 
<OTHER-SE>                                  222,591               222,591 
<TOTAL-LIABILITY-AND-EQUITY>                302,747               302,747 
<SALES>                                     201,134               109,095 
<TOTAL-REVENUES>                            201,134               109,095 
<CGS>                                       111,872                59,416 
<TOTAL-COSTS>                               111,872                59,416 
<OTHER-EXPENSES>                            129,503                55,806 
<LOSS-PROVISION>                                  0                     0 
<INTEREST-EXPENSE>                           (1,297)                 (710)
<INCOME-PRETAX>                             (38,944)               (5,417)
<INCOME-TAX>                                (12,489)               (1,760)
<INCOME-CONTINUING>                         (26,455)               (3,657)
<DISCONTINUED>                                    0                     0 
<EXTRAORDINARY>                                   0                     0 
<CHANGES>                                         0                     0 
<NET-INCOME>                                (26,455)               (3,657)
<EPS-PRIMARY>                                 (1.26)                 (.17)
<EPS-DILUTED>                                 (1.26)                 (.17)
                                                              

</TABLE>