LEASE dated as of the 10th day of March, 1995, between Thomas B. O'Brien, Trustee of Jelric Realty Trust u/d/t dated 9/18/68 and recorded with Middlesex South Registry District of the Land Court (hereinafter referred to as "Landlord"), and Sea Change Technology, Inc., Damon mill Square, 9 Pond Land, Concord, MA 01742 (hereinafter referred to as "Tenant").

1. PREMISES

(A) In consideration of the rents, agreements and conditions herein reserved and contained on the part of Tenant to be paid, performed and observed, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, for the term herein set forth, certain premises at 12 Craig Road, Acton, Massachusetts 01720 formerly occupied by Infralan Technologies, Inc. containing approximately 4,800 square feet of floor area and having dimensions approximately as shown upon Exhibit B (herein referred to as the "the Demised Premises"), situated in the Williamsburg Industrial Park (herein referred to as "the Industrial Park").

The Demised Premises are situated upon a certain parcel of land known as Lot#13A. Said parcel of land is more particularly described upon Exhibit A attached hereto and made a part hereof and is herein referred to as "the Entire Parcel." The Demised Premises are situated within, and are a part of, a certain building shown upon Exhibit B (hereinafter referred to as "the Building") and said Demised Premises are shown outlined by a bold red line upon said Exhibit B. For purposes of this Lease, dimensions are measured from the outside of exterior walls and the center of interior walls. It is understood and agreed that Exhibit B is intended only to show the approximate size and location of the Demised Premises, the Building and the Entire Parcel and for no other purpose.

(B) The Demised Premises are demised with the benefit of, and subject to, the non-exclusive rights of Landlord, Tenant and other tenants of the Building and the Industrial Park, and all persons having business with any of them, to use, in common, the parking areas, traffic lanes and walkways upon the Entire Parcel, for the purposes of parking and access, on foot and by vehicles not exceeding the weight for which the same were constructed, and for no other purpose, except for any exclusive areas Landlord shall reserve for the parking of trucks specifically designated by Landlord. Landlord reserves the right, from time to time, to change the size and configuration of said parking areas, traffic lanes and walkways, and to temporarily close all or any part thereof to prevent a dedication thereof or to prevent the accrual of any rights of any person or the public therein.

2. TERM. The term of this Lease shall be the period of two years, commencing on March 13, 1995 (herein referred to as "the Commencement Date"), and expiring March 12, 1997.

3. MINIMUM RENT Tenant shall pay Landlord rent at the rate of$36,621.24 per year, in equal monthly installments of $3,051.77 which minimum rent shall be paid monthly, in advance, on the first day of each and every calendar month during the term of this Lease. Rent for any fraction of a month at the commencement or expiration of the term of this Lease shall be prorated. All payments of rent (minimum and additional) shall be made payable to landlord and shall be sent to Landlord to the address hereinafter provided for the giving of notice to Landlord or to such other person or address as Landlord shall from time to time designate by notice to Tenant.

4. REAL ESTATE TAXES

(A) Tenant shall pay, as additional rent, 1/7 of the real estate taxes upon the Building, land and improvement for each tax year during the term hereof in excess of$18,094.54 per year and a pro rata portion thereof for each tax year, in which the term hereof commences and terminates. Tenant shall pay the amount of such excess to Landlord, on account, in equal monthly installments of one-twelfth (1/12th) the amount thereof estimated by Landlord to be payable by Tenant on the basis of the immediately preceding tax year, payable monthly, in advance, on the first day of each and every calendar month during the term of this Lease and a pro rata portion thereof for any fraction of a month at the commencement or termination of the term. After the close of each tax year, Landlord shall submit to Tenant a computation of the amount actually payable by Tenant under this Section (A) for such year, and if the amount paid by Tenant for such year on account as aforesaid shall be less than the amount actually payable therefore as computed by Landlord, then Tenant shall pay the amount of the deficiency, if any, to Landlord within ten (10) days after receipt of such computation and if the amount paid by Tenant for such year as aforesaid shall exceed the amount actually payable therefore as computed by Landlord, then Tenant may recoup the amount of the excess by withholding such amount from the next succeeding monthly payments due from Tenant under this Section (A) until thereby repaid in full.

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