EXHIBIT 10.10

                                      LEASE

         THIS LEASE, ("Lease") made as of this ___ day of December, 2004, by and
between CHARLES MCANSIN ASSOCIATES, A LIMITED PARTNERSHIP, a Massachusetts
limited partnership, c/o JOAN FABRICS CORPORATION, 100 Vesper Executive Park,
Tyngsboro, Massachusetts 01879 ("Landlord") and QUAKER FABRIC CORPORATION OF
FALL RIVER, a Massachusetts corporation, 941 Grinnell Street, Fall River,
Massachusetts 02721 ("Tenant").



                              W I T N E S S E T H:

                                    ARTICLE 1
                         Reference Data and Definitions

         1.01. Reference Data:

         LANDLORD'S ADDRESS:  As stated above.

         TENANT'S ADDRESS:  As stated above.

         PREMISES: Approximately 540,000 rentable square feet located at 81
Commerce Drive, Fall River, Massachusetts, as shown on Exhibit A, together with
438 parking spaces designated for the exclusive use of Tenant's employees and
business invitees on the Land in the location shown in Exhibit A-1.

         TOTAL BUILDING SIZE:  600,000 rentable square fee (100%).

         TENANT'S PROPORTIONATE SHARE:  90%

         TERM COMMENCEMENT DATE:  January 1, 2005.

         INITIAL TERM:  Eleven (11) years; to expire on December 31, 2016.

         BASIC RENT:

         Calendar Months 1-12 (Year 1) at the rate of $1,300,000 per annum
         ($108,333.33 per month).

         Calendar Months 13-72 (Years 2-6) at the rate of $1,620,000 per annum
         ($135,000 per month) calculated at the rate of $3.00 per rentable
         square foot per annum.

         Calendar Months 73-132 (Years 7-11) at the rate of $1,755,000 per annum
         ($146,250 per month) calculated at the rate of $3.25 per rentable
         square foot per annum.


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         EXTENSION TERM RENT (as described in Section 4.03)

         PERMITTED USES: Weaving and finishing of textile fabrics, light
manufacturing, warehouse and distribution purposes and all other uses permitted
by law and by the Permitted Exceptions, as the same may be amended from time to
time.



                                    ARTICLE 2
                                    Premises

         2.01. Premises. Landlord hereby leases and lets to Tenant, and Tenant
hereby takes and hires from Landlord, upon and subject to the terms, conditions,
covenants and provisions hereof, the Premises, subject to the Permitted
Exceptions. Landlord reserves the right to those parking spaces to the north of
the building as shown on Exhibit A-1 to be designated for the exclusive use of
tenant(s) in the 60,000 square foot office space in the Building which is not
part of the Premises.

         2.02. Right of First Offer. If Landlord decides to sell its interest in
the Building and the Land, Landlord shall notify Tenant in writing (the "Offer
Notice") of the selling price that the Landlord is willing to accept for its
interest in the Building and Land. Within fifteen (15) business days of Tenant's
receipt of the Offer Notice, the Tenant, if it wishes to purchase the Landlord's
interest in the Building and Land for the amount specified in the Offer Notice,
shall notify the Landlord in writing of its election to purchase the Landlord's
interest in the Building and Land (the "Election Notice") and to enter into a
purchase and sale agreement satisfactory to and prepared by Landlord and
substantially in the form attached hereto as Exhibit B with respect to
Landlord's interest in the Building and the Land, which shall be furnished to
Tenant at the same time as the Offer Notice. If, after the expiration of such
fifteen (15) business day period Tenant has not executed such purchase and sale
agreement, Landlord shall be free to sell its interest in the Building and the
Land at a price equal to or greater than the lowest price Landlord offered
Tenant in the Offer Notice. If Landlord decides to sell its interest in the
Building and the Land at a price lower than the lowest price offered in writing
to Tenant, or if Landlord has not entered into a letter of intent with a bona
fide third party purchaser for the sale of Landlord's interest in the Building
and Land with a third party within six (6) months and fifteen (15) business days
after delivery of the Offer Notice to Tenant which results in a sale of
Landlord's interest in Building and Land to the signatory to the letter of
intent (or to an assignee or designee permitted under the letter of intent)
within twelve (12) months of the execution of the letter of intent, Landlord
must again comply with requirements of this Section. If, after both parties have
executed the above described purchase and sale agreement, the sale is not
consummated because Tenant exercises its right of termination or defaults, the
terms of this Section 2.02 thereafter become null and void and of no further
force and effect. In the event that the Landlord sells its interest in the
Building and the Land to a party other than Tenant after having complied with
the above provisions, the terms and conditions of the above provisions
thereafter shall be null and void and of no further force and effect, with
respect to Tenant and any future purchaser of Landlord's interest in the
Building and Land.

                                    ARTICLE 3
                                      Term



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         3.01. Term Commencement. The Lease Term shall commence on January 1,
2005.

         3.02. Termination. The Lease Term shall end on December 31, 2016.

         3.03. Extension Option. Provided that no Event of Default shall exist
either at the time such option is exercised or at the expiration of the then
current term, Tenant may, at Tenant's sole option, extend the term of this Lease
for two additional five (5) year extension terms ("Extension Options"), subject
to all of the terms and conditions hereof, excepting only with respect to the
Basic Rent during the extension term (which is as set forth in Section 4.03
below) and the right to extend the term of the Lease beyond the second 5 year
extension term. Tenant shall exercise such options by giving notice in writing
to Landlord of Tenant's exercise of such options not less than nine (9) months,
prior to the expiration of the then current term. In the event Tenant fails to
exercise an option hereunder, or having exercised such option, an Event of
Default then or thereafter exists prior to the Commencement of the extension
term hereof, this Lease shall terminate on the Lease Termination Date or the
expiration of the first extension term, whichever is applicable, and if such an
Event of Default exists, Landlord shall have all its rights and remedies
provided herein. Landlord hereby covenants and agrees to timely purchase the
Land or otherwise exercise its extension option under the Ground Lease of the
Land with the Fall River Redevelopment Authority (the "Ground Lease") in order
to assure the ability of Landlord to provide to Tenant the Extension Options set
forth herein.


                                    ARTICLE 4
                                      Rent

         4.01. Basic Rent. Tenant shall pay Landlord for the Premises, without
offset or deduction, except as expressly set forth herein, and without previous
demand therefor, the Basic Rent for each Lease Year. Basic Rent shall be paid in
monthly installments as stated in Article 1.01 hereof in advance on the first
day of each calendar month starting January 1, 2005 during the Lease Term.

         4.02. Computation of Basic Rent. The Basic Rent for each Lease Year
during the initial term shall be as stated in Article 1.01 hereof.

         4.03. Basic Rent During Extension Term. If Tenant exercises an
Extension Option pursuant to Section 3.03, Basic Rent during the extension term
shall be determined as follows:

         First Extension Term - Calendar Months 133-192 (Years 12-16) at the
rate of $2,160,000 per annum ($180,000 per month) calculated at the rate of
$4.00 per rentable square foot per annum.

         Second Extension Term - Calendar Months 193-252 (Years 17-21) at the
rate of $2,295,000 per annum ($191,250 per month) calculated at the rate of
$4.25 per rentable square foot per annum.

                                    ARTICLE 5
                                 Use of Premises



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         5.01. Use Restricted. The Premises may be used for the Permitted Uses
and for no other purpose.

                                    ARTICLE 6
                                Additional Rent:
                  Taxes, Insurance and Common Area Maintenance

         6.01. Real Estate Taxes. Commencing January 1, 2006, Tenant shall pay,
as Additional Rent, Tenant's Proportionate Share of all Taxes which arise in
respect of the operation, possession or use of the Land and Building including,
without limitation, all charges for utilities furnished to the Premises which
may become a lien on Premises in the following manner:

         (a) Commencing January 1, 2006, Tenant shall pay to the Landlord one
twelfth (1/12) of the amount of the Tenant's Proportionate Share of Taxes for
each fiscal tax year on or before the first day of each month during such fiscal
year, in advance, in an amount estimated by Landlord based upon the then current
tax bill for the Building and Land from the City of Fall River. Landlord shall
make timely payment of Taxes when due, provided that Tenant has made the
required payments hereunder. Within a reasonable period of time after Landlord
has received the tax bill for any such fiscal tax year, Landlord shall furnish
to Tenant a statement (the "Landlord's Tax Statement") setting forth the amount
of such real estate taxes for such fiscal tax year and Tenant's Proportionate
Share of Taxes. If the actual amount of Tenant's Proportionate Share of Taxes
for such fiscal tax year exceeds the estimated amount thereof paid by Tenant for
such fiscal tax year, then Tenant shall pay to Landlord the difference between
the amount paid by Tenant and the actual Tenant's Proportionate Share of Taxes
within twenty (20) days after receipt of Landlord's Tax Statement, and if the
total amount paid by Tenant for any such fiscal tax year shall exceed the actual
amount of Tenant's Proportionate Share of Taxes for such fiscal year, then such
excess shall be credited against the next installment of Rent hereunder, or, at
the end of the Term shall be returned to Tenant by Landlord.

         Notwithstanding the foregoing, for any fraction of a tax or assessment
period or installment period, included in the Lease Term at the beginning or end
thereof, Tenant shall pay only the fraction of Taxes so levied or assessed or
becoming payable which is allocable to such included period. Tenant shall have
the right to reasonably request such information from Landlord to verify
Landlord's calculation of Tenant's proportionate share for any fiscal year.

         Tenant shall have the right to contest, without postponement of
payment, by appropriate proceedings, the amount or validity of any such tax
which Tenant is obligated to pay in accordance with the provisions of this
Article 6. If Tenant shall request the same, Landlord agrees to execute
applications, appeals, and other documents to enable Tenant to maintain such
proceedings. Landlord shall not be subject to any liability for the payment of
costs or expenses in connection with such proceedings, and Tenant shall
indemnify Landlord and save Landlord harmless from and against all such costs
and expenses. Either party paying any tax or assessment shall be entitled to
recover, receive and retain for its own benefit all abatements and refunds
related thereto, unless it has previously been reimbursed by the other party.
Any abatement or refund related to a tax or assessment the payment of which was
apportioned between the parties shall be first applied to the costs of securing
such abatement or refund, and the balance shall be apportioned in like manner.



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Neither party shall discontinue any abatement proceedings begun by it without
first giving the other party notice of its intent so to do and reasonable
opportunity to be substituted in such proceedings.

         Nothing contained in this Lease shall, however, require Tenant to pay
any franchise, corporate, estate, inheritance, succession capital levy or
transfer tax of Landlord, or any income, profits or revenue tax or charge upon
the Rent payable by Tenant under this Lease unless (a) such tax is imposed,
levied or assessed in substitution for any other tax or assessment which Tenant
is required to pay pursuant to Section 6.01, or (b) if at any time during the
Term of this Lease, the method of taxation shall be such that there shall be
levied, assessed or imposed on Landlord a capital levy or other tax directly on
the rents received from the Premises and/or any tax or assessment measured by or
based, in whole or in part, upon such rents or measured in whole or in part by
income from the Premises, or upon the value of the Premises or any present or
future improvement or improvements on the Premises, in which case all such taxes
and assessments or the part thereof so measured or based ("Substitute Taxes"),
shall be payable by Tenant, provided however, Tenant's obligation with respect
to the aforesaid Substitute Taxes shall be limited to the amount thereof as
computed at the rates that would be payable if the Premises were the only
property of Landlord. Landlord shall promptly furnish to Tenant a copy of any
notice of any public, special or betterment assessment received by Landlord
concerning the Premises.

         6.02. Insurance Costs. Commencing January 1, 2006, Tenant shall pay, as
Additional Rent, Tenant's Proportionate Share of all premiums required to keep
in full force and effect the property, casualty and liability insurance and
umbrella liability insurance carried by Landlord with respect to the Building.
Such Additional Rent shall be payable as part of the Common Area Maintenance
Charges.

          6.03. Common Area Maintenance. Commencing January 1, 2006, Tenant
shall pay as Additional Rent, Tenant's Proportionate Share of all Common Area
Maintenance Charges (as defined below) during the Lease Term (other than the
first year of the Lease Term) in the manner provided in Section 6.04. The
anticipated Common Area Charges as of December 13, 2004 are listed in Exhibit G.
As used herein, "Common Area Maintenance Charges" shall mean all expenses, costs
and disbursements which Landlord shall pay or become obligated to pay in
connection with operating, insuring, equipping, protection, maintaining and
repairing the Building, its systems, and Common Areas, snow removal, rubbish
removal, landscaping, operation of any common fire alarm and/or security system,
or heating and air conditioning system, or otherwise including, without
limitation: (a) all wages and salaries of all Persons employed in connection
therewith (including taxes, insurance and benefits relating thereto), (b) the
cost of all supplies and materials used in connection therewith, (c) all
maintenance, and service agreements including management agreements providing
management fees not in excess of those customarily charged in the Greater Fall
River area, (d) utilities in accordance with Section 9.01 (payable in the manner
set forth therein), (e) insurance, including without limitation casualty
insurance, rent insurance, flood hazard insurance, if applicable, liability
insurance, by umbrella or otherwise, and all such other commercially reasonable
insurance coverage as Landlord's mortgagees or ground lessors may from time to
time require or as Landlord may from time to time reasonably require (provided
that Landlord shall be solely responsible for any environmental liability
insurance premiums), (f) capital items amortized over their useful life in
accordance with generally accepted accounting principles consistently applied
(it being expressly understood that Landlord shall be exclusively responsible


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for the amortized cost of any such items allocated to the period following
expiration of the Term) and (g) pursuing any application for an abatement of
Taxes. Notwithstanding the above, Common Area Maintenance Charges shall not
include: (a) the costs of off-site personnel with exception to the costs of
Landlord's off-site management function for the facilities; (b) the cost of any
"tenant allowances" or other costs incurred in preparing the Building for
occupancy and any alterations, decoration or improvements made to leasable space
in the Building on account of said prospective tenants or other occupants of the
Building; (c) costs associated with any environmental assessments or remediation
of the Building or Land; (d) financing or refinancing costs; (e) expenses in the
nature of interest, fines and penalties; (f) rent, additional rent and other
charges payable under the Ground Lease; (g) expenses for which Landlord has been
or will be reimbursed; and (h) professional fees incurred in connection with the
preparation of financial statements, tax returns and other documents and
information for Landlord or its mortgagees, or with respect to other Leases of
the Building or Land; janitorial expenses (it being expressly agreed that Tenant
shall be responsible for its own janitorial services); and (j) the cost of
services provided to other tenants of the Building or Land but not provided to
Tenant. Common Area Maintenance Charges shall be determined on accrual basis in
accordance with generally accepted accounting principles which shall be
consistently applied and shall be generally consistent in amount per square foot
with similar charges for similar commercial properties within the Greater Fall
River area.

         6.04. Method of Payment. Tenant shall pay to the Landlord one twelfth
(1/12) of Tenant's Proportionate Share of Common Area Maintenance Charges for
each Calendar Year from and after January 1, 2006 on the first day of each and
every month in advance, in an amount estimated by Landlord, provided Landlord
shall have the right initially to determine monthly estimates and revise such
estimates on an annual basis. Landlord shall provide Tenant with written notice
of any anticipated increase of more than ten (10%) percent included in Common
Area Maintenance Charges within ten (10) days' of Landlord's discovery thereof,
provided that failure of Landlord to do so shall not constitute a default of
Landlord hereunder. Within sixty (60) days after the expiration of such Calendar
Year, Landlord shall furnish to Tenant a statement (the "Landlord's Common Area
Maintenance Expense Statement") setting forth in reasonable detail the Common
Area Maintenance Charges for such Calendar Year, and Tenant's Proportionate
Share of Common Area Maintenance Charges. If the actual Common Area Maintenance
Charges for such Calendar Year exceeds the estimated Common Area Maintenance
Charges paid by Tenant for such Calendar Year, Tenant shall pay to Landlord the
difference between the amount paid by Tenant and the actual Tenant's
Proportionate Share of Common Area Maintenance Charges within twenty (20) days
after receipt of Landlord's Common Area Maintenance Expense Statement, and if
the total amount paid by Tenant for any such Calendar Year exceed the actual
Tenant's Proportionate Share of Common Area Maintenance Charges for such
Calendar Year, such excess shall be credited against the next installment of
Rent hereunder, or, at the end of the Term shall be returned to Tenant by
Landlord. In no event shall Tenant be liable for any Common Area Maintenance
Expenses as to which Tenant has not received a statement therefor within six (6)
months after the expiration of any Calendar Year. Tenant shall have the right to
audit Landlord's books and records relating to Common Area Maintenance Charges,
and to have Tenant's charges adjusted accordingly if such audit discloses any
expenses not permitted or provided for under this Lease. If Tenant's actual
payments exceed the amount that Tenant should have been billed, then Landlord
shall refund the excess, and if the excess is more than five (5%) percent of the
amount Tenant should have paid, then Landlord shall also pay


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Tenant's costs associated with performing the audit. Landlord's records shall be
maintained for a period of two (2) years from the expiration of each Calendar
Year.


                                    ARTICLE 7
                Improvements, Repairs, Additions and Replacements

         7.01. Readiness for Occupancy - Condition of Premises.

         A. Subject to the obligations of Landlord set forth in Article 8 and in
Exhibit B-1, the Premises shall be delivered in broom-clean condition with all
mechanical, electrical and plumbing systems and structure and roof in good
repair and working condition. Tenant will be responsible for making any
additional improvements to the Premises as required for its operation; however,
Tenant shall not be allowed to make structural alterations other than Minor
Non-Structural Alterations as defined in Section 7.02 below without Landlord's
consent. Tenant's plans for its improvements for the Premises are attached
hereto as Exhibit C, which plans are approved by Landlord, subject to Landlord's
final approval of plans and specifications first prepared by a licensed
professional architect or licensed engineer, which approval shall not be
unreasonably withheld, conditioned or delayed.

         Prior to the Term Commencement Date, Tenant shall have access upon
reasonable prior notice to Landlord to the Premises 24 hours a day, 7 days a
week, including access to the roof for installation and maintenance of its
equipment and as is otherwise in compliance with the terms of this Lease. Such
right of entry shall be deemed a license from Landlord to Tenant, and any entry
thereunder shall be at the risk of Tenant.

         7.02. Alterations and Improvements. Landlord hereby approves Tenant's
plans for its initial improvements to the Premises, as set forth in Exhibit C
hereto. Tenant may also make non-structural alterations or additions to the
Premises costing less than $50,000 and not including the roof, structure or the
mechanical systems of the Building, or to the electrical system of the Building
costing less than $25,000 (referred to in this document as "Minor Non-Structural
Alterations") without first obtaining the Landlord's written consent. Tenant
will provide Landlord with no less than five (5) days written notice prior to
undertaking any Minor Non-Structural Alterations hereunder having a cost in
excess of $15,000, except in case of emergency. Tenant shall not make any other
alterations or additions to the Premises except in accordance with plans and
specifications therefor first prepared by a licensed professional engineer or
licensed architect and approved by Landlord in writing, which approval shall not
be unreasonably withheld, conditioned or delayed. Without limitation, Landlord
shall not be deemed unreasonable for withholding approval of any alterations or
additions which would require unusual expense to readapt the Premises to normal
Permitted Uses upon termination of this Lease or would result in an increase in
the cost of insurance or Taxes and Tenant did not agree to assume such expense
or increase in the cost of insurance or Taxes. All alterations and additions
approved by Landlord in writing shall be a part of the Premises unless Landlord
indicates otherwise at the time of approval of such alterations or additions
pursuant to this paragraph. Tenant shall be responsible for the removal of such
alterations or additions so designated by Landlord, as well as for the removal
of any other alteration and addition not approved in writing by Landlord, except
for Minor Non-Structural Alterations, as to which Tenant shall not have a
removal obligation at the end of the Lease. Landlord hereby agrees that Tenant
is not


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obligated to remove from the Premises the alterations described in
Exhibit C. All of Tenant's alterations and additions and installation of
furnishings shall be coordinated with any work performed by Landlord and in such
a manner as to maintain harmonious labor relations and not to damage the
Building or the Premises. Except for work done by or through Landlord, Tenant,
before its work is started, shall: secure all licenses and permits necessary
therefor; deliver to Landlord a statement of the names of all its contractors
and subcontractors and the estimated cost of all labor and material to be
furnished by them (except for Minor Non-Structural Alterations); and cause each
contractor to carry workmen's compensation insurance in statutory amounts
covering all the contractor's and subcontractor's employees and comprehensive
public liability insurance with such limits as Landlord may reasonably require,
but in no event less than the following amounts for personal injury, death and
property damage: $10,000,000 for riggers and high risk contractors; $3,000,000
for medium risk contractors; and $1,000,000 for low risk contractors (all such
insurance to be written in companies approved by Landlord and insuring Landlord
and Tenant as well as the contractors), and to deliver to Landlord certificates
of all such insurance. The above amounts may be adjusted upwards by Landlord to
reflect inflation. Tenant agrees to pay promptly when due the entire cost of any
work done in 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 and
immediately to discharge or bond over (with an insurance company satisfactory to
Landlord for the full amount of the claim) within ten (10) days notice thereof
any such liens which may so attach. All construction work done by Tenant, its
agents, employees or contractors shall be done in a first class workmanlike
manner and in compliance with all Legal Requirements and Insurance Requirements.
Landlord may inspect such work at any time or times and shall promptly give
notice to Tenant of any observed defects.

         7.03. Maintenance by Tenant. Tenant shall, at all times during the
Lease Term, and at its own cost and expense, (i) keep and maintain (or cause to
be kept and maintained) the Premises in good repair and clean, orderly and
sanitary condition (ordinary wear and tear and damage by fire or other casualty
under the terms of Article 17 only excepted) and (ii) prevent any waste, damage
or injury thereto.

         7.04. Maintenance by Landlord. Landlord shall, at all times during the
Lease Term, keep and maintain (or cause to be kept and maintained) in good
repair and clean, orderly and sanitary condition, and in compliance with all
Legal Requirements and Insurance Requirements (subject to being reimbursed under
Article 6 to the extent provided thereunder) the roof, Building, mechanical,
plumbing and electrical systems, including the HVAC system, exterior facade
(including glass), landscaping common area maintenance, snowplowing, and
structure of the Building during the Term, unless the need for repairs to the
same results, in whole or in part, from the acts and omissions of Tenant, its
contractors, agents, subcontractors, subagents or their respective employees, in
which event Tenant shall be responsible for the portion of the repairs thereof
attributable to it.

         7.05. Redelivery. On the Lease Termination Date, Tenant shall quit and
surrender the Premises free and clear of all tenants, occupants, liens, and
encumbrances whatsoever except (i) Permitted Exceptions and (ii) encumbrances,
restrictions or reservations caused by or consented to by Landlord. Tenant
shall, subject to the provisions of Articles 17 and 18 hereof, surrender the
Premises to Landlord broom clean and in good condition and repair (ordinary wear
and tear,


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damage by fire or other casualty under the terms of Article 17 only excepted)
with all damages occasioned by Tenant's removal of Tenant's fixtures,
equipment, other personal property and any alterations or additions required to
be removed by Tenant at the end of the Lease under Section 7.02, repaired to
Landlord's reasonable satisfaction.


                                    ARTICLE 8
                                 Transition Year

         Year One (1) of this Lease (January 1, 2005 - December 31, 2005) shall
be a transition year. Landlord and Tenant acknowledge the following:

(1) Equipment belonging to Joan Fabrics Corporation and/or affiliated entities
(together referred to as "the Joan Equipment") is presently located in the
Premises;

(2) Joan is currently in the process of relocating some of the Joan Equipment to
other Joan locations and selling the remainder of the Joan Equipment to third
parties;

(3) Until the Joan Equipment is removed from the Premises, prospective
purchasers will be viewing the Joan Equipment and riggers will be disassembling
and removing Joan Equipment from the Premises in accordance with the schedule
set forth in Exhibit B-1 attached hereto and incorporated herein (the "Delivery
Schedule");

(4) The Joan Equipment shall be removed from the Premises in accordance with the
Delivery Schedule.


                                    ARTICLE 9
                         Tenant's Affirmative Covenants

9.01. Pay Rent/Utilities. Tenant shall pay when due all Basic Rent and
Additional Rent. In addition, Tenant shall pay all charges for utility services
(including but not limited to, electricity, gas, water and sewer) for Tenant's
use rendered to the Premises.

Electricity

At present there are two (2) 4,000 amp switch gears feeding electricity into the
Building shown as SGA and SGB on Exhibit B-2 attached hereto. SGB provides
electricity to approximately half of the Premises and half of the outdoor
lighting. SGA provides electricity to approximately half of the Premises, the
Chiller (fans, pumps, etc. for air movement), the 60,000 square foot office
space which is not part of the Premises (the "Office Space"). Approximately half
of the outdoor lights are fed from the Office Space panel. Landlord intends to
install submeters for the Office Space. SGA and SGB will be metered to Tenant
and Tenant shall be responsible for paying electricity bills for all electricity
fed to SGA and SGB. Landlord will reimburse Tenant for all electricity
submetered to the Office Space. Landlord will reimburse Tenant for all
electricity on a fair and equitable basis to the Chiller in proportion to its
use of the Chiller for service to the Office Space.


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Landlord will be responsible for electricity for outdoor lighting fed from the
panel in the Office Space. Tenant will be responsible for electricity for all
other outside lighting.

Gas

At present there is one gas feed to the Building which is located on the
Premises (outside the Building). Gas provides all plant heating, fuel for the
Chiller, and heat for the Office Space. The Office Space has its own boiler
which will be submetered to Landlord. The Chiller is now submetered for gas (but
not electricity). Tenant shall be responsible for paying gas bills for all gas
going into the Building. Landlord will reimburse Tenant for all gas submetered
to the Office Space. Landlord will reimburse Tenant for all gas submetered to
the Chiller on a fair and equitable basis in proportion to its use of the
Chiller to service the Office Space.



Water/Sewer

The Building has one water meter in the Building which is located in the
Premises. Water and sewer bills are based on this meter, which will be metered
to Tenant. Tenant shall be responsible for paying the water and sewer bills for
the Building. Landlord will reimburse Tenant for water and sewer based on 15
gallons of water per person in occupancy in the Office Space.


Diesel Fuel

There is a diesel fuel tank for emergency generator use. This will be the
responsibility of Landlord to service.


         9.02. Occupancy of the Premises. Tenant shall occupy the Premises
continuously from the Term Commencement Date for the Permitted Uses only. Tenant
shall not (i) injure or deface the Premises, (ii) install any sign in or on the
Premises or the Land without prior written approval of Landlord which shall not
be unreasonably withheld, delayed or conditioned (provided that Landlord hereby
expressly approves the signage described in Exhibit H, subject to Tenant's
obtaining any necessary approval thereof from the City of Fall River), and (iii)
conduct its operations in the Premises in accordance with applicable Legal
Requirements and Insurance Requirements. Tenant shall maintain the Premises in a
clean, orderly and sanitary condition and free of insects, rodents, vermin and
other pests. Tenant is responsible for the security of the Premises and its own
personnel and invitees. Landlord acknowledges that Tenant intends to operate
textile equipment in the Premises 24 hours/day, 7 days/week, and agrees that the
same shall not be deemed to constitute a nuisance or give rise to an Event of
Default hereunder.

         9.03. Safety. Tenant shall keep the Premises equipped with all safety
appliances required by Legal Requirements or Insurance Requirements because of
any use made by Tenant's particular operations in the Premises. Tenant shall
procure all Authorizations so required because of such use and, if requested by
Landlord, shall do any work so required because of such use, it being


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understood that the foregoing provisions shall not be construed to broaden in
any way the Permitted Uses.

         9.04. Rules and Regulations. Tenant shall comply with all Rules and
Regulations, which shall be uniform and generally applicable to all Tenants of
the Building; provided, however, that all such Rules and Regulations shall be
subject to change from time to time at the discretion of Landlord, and further
provided that in no event shall such Rules and Regulations impair Tenant's
lawful conduct of the Permitted Uses or the exercise of Tenant's other rights
under this Lease.

         9.05. Personal Property Taxes. Tenant shall pay promptly when due all
Taxes upon personal property, owned or leased by Tenant, if any, (including,
without limitation, fixtures and equipment) in the Premises to whomsoever
assessed.

         9.06. Legal Requirements. Tenant shall, at its own cost and expense,
promptly observe and comply with all Legal Requirements and Insurance
Requirements applicable to Tenant's particular operations in the Premises.

         9.07. Net Lease. Except as expressly provided herein, it is the
intention of the parties that occurring after the Transition Year (Year 1 of
this Lease) all Rent payable hereunder shall be net to Landlord (with the
exception only of payments to the holder of the Ground Lease and Sublease), so
that this Lease shall yield to Landlord at least the Basic Rent and Additional
Rent specified herein during the term of this Lease after the Transition Year.
Except as expressly provided herein, Landlord shall not be obligated to pay any
charge or bear any expense whatsoever against or with respect to the Premises,
and the Basic Rent and Additional Rent payable hereunder shall not be subject to
any reduction or offset whatsoever on account of any such charge or otherwise,
except as expressly set forth herein.

                                   ARTICLE 10
                               Hazardous Materials

         Landlord and Tenant agree as follows with respect to the existence or
use of "Hazardous Material" (as defined in Section 10(e)) in the Premises or
otherwise in the Building.


         (a) Tenant, at its sole cost and expense, from and after the Term
Commencement Date shall comply with all laws, statutes, ordinances, rules and
regulations of any governmental authority having jurisdiction concerning
environmental, health and safety matters arising from Tenant's operations or
use, including, but not limited to, any discharge into the air, surface water,
sewers, soil or groundwater of any Hazardous Material, whether within or outside
the Premises or otherwise in the Building.

         (b) Tenant shall not cause or permit any Hazardous Material to be
brought upon, kept or used in or about the Premises or otherwise in the Building
by Tenant, its agents, employees, contractors or invitees, except in compliance
with all Legal Requirements. If Tenant breaches the obligations stated in the
preceding sentence, or if the presence of a release of Hazardous Material in the
Premises or otherwise in the Building or on the Land caused by Tenant or its
invitees, licensees, agents or employees results in contamination of the
Premises or the Building or the Land, then Tenant


                                       11







shall indemnify, defend and hold Landlord, its landlord, invitees, agents,
employees, mortgagees and assigns harmless from any and all claims, judgments,
damages, penalties, fines, costs, liabilities or losses (including without
limitation, damages for the loss or restriction on use of rentable or usable
space or of any amenity of the Premises or the Building, and sums paid in
settlement of claims, actual attorneys' fees, consultant fees and expert fees)
which arise during or after the Term as a result of such contamination. This
indemnification of Landlord by Tenant includes, without limitation, costs
incurred in connection with any investigation of site conditions or any cleanup,
remedial, removal or restoration work required by any federal, state or local
governmental agency or political subdivision because of Hazardous Material
present in the soil or ground water at, on or under the Premises or otherwise in
the Building caused by Tenant or its invitees, agents or employees. The
indemnification and hold harmless obligations of the respective parties under
this Article 10 shall survive the expiration or earlier termination of this
Lease. Without limiting the foregoing, if the presence or release of any
Hazardous Material at the Premises or otherwise in the Building caused by Tenant
or its invitees, agents or employees results in any contamination of the
Premises or the Building, Tenant shall promptly take all actions at its sole
expense as are necessary to return the Premises or the Building to the condition
existing prior to the introduction or release of any such Hazardous Material to
the Premises or the Building; provided that Landlord's approval of such actions
shall first be obtained, which approval shall not be unreasonably withheld.

         (c) Landlord and Tenant acknowledge that Landlord may become legally
liable for the costs of complying with laws and regulations relating to
Hazardous Material which are not the responsibility of Tenant pursuant to
Article 10(a), including, but not limited to, the following: (i) Hazardous
Material that migrates, flows, percolates, diffuses or in any way moves on to or
under the Premises or the Building after the commencement of the Term; (ii)
Hazardous Material present on or under the Premises or the Building as a result
of any discharge, dumping or spilling (whether accidental or otherwise), on the
Premises or the Building by other tenants of the Building or their agents,
employees, contractors or invitees, or by others. Landlord and Tenant agree that
the cost of complying with laws and regulations relating to Hazardous Material
on the Premises or the Building for which Landlord is legally liable and which
are paid or incurred by Landlord shall be solely and exclusively borne by
Landlord and Tenant shall have no liability therefor. Without limitation of the
foregoing, Landlord shall indemnify, defend and hold Tenant, its invitees,
agents, employees, mortgagees and assigns harmless from any and all claims,
judgments, damages, penalties, fines, costs, liabilities or losses (including
without limitation, damages for the loss or restriction on use of rentable or
usable space or of any amenity of the premises or the Building, and sums paid in
settlement of claims, actual attorneys' fees, consultant fees and expert fees)
which arise during or after the Term as a result of any existing contamination
of the Land or Building, as well as any contamination resulting from the
migration of contaminants from other properties onto the Land (and any intrusion
thereof into the Building), whether occurring before or after the date hereof.
This indemnification of Tenant, its invitees, agents, employees, mortgagees and
assigns by Landlord includes, without limitation, costs incurred in connection
with any investigation of site conditions or any cleanup, remedial, removal or
restoration work required by any federal, state or local governmental agency or
political subdivision because of Hazardous Material present in the soil or
ground water on or under the Premises or otherwise in the Building as of the
date of this Lease, or arising hereafter as the result of migration of
contaminants from other properties onto the Land (and any intrusion thereof into
the Building), whether occurring before or after the date hereof. The
indemnification and hold harmless obligations of Landlord under this Article 10
shall survive any termination of this Lease. Tenant agrees to


                                       12







cooperate with Landlord in Landlord's pursuit of indemnification by third
parties for any existing contamination of the Building and Land, provided that
Landlord's obligations under this Article 10 shall not be affected by any
failure to obtain the same.

         (d) It shall not be unreasonable for Landlord to withhold its consent
to any proposed assignment or sublease pursuant to Article 13 if (i) the
proposed assignee or subtenant has been required by any prior landlord, lender
or governmental authority to take remedial action in connection with Hazardous
Material contaminating a property if the contamination resulted from assignee's
or subtenant's actions or use of the property in question; or (ii) the proposed
assignee or subtenant is subject to an enforcement order issued by any
governmental authority in connection with the use, disposal or storage of a
Hazardous Material.

         (e) As used herein, the term "Hazardous Material" means any hazardous
or toxic substance, material or waste which is or becomes regulated by any local
governmental authority, the Commonwealth of Massachusetts or the United States
Government. The term "Hazardous Material" includes, without limitation, asbestos
and petroleum (including crude oil or any fraction thereof) and any material or
substance which is (i) designated as a "hazardous substance" pursuant to Section
1311 of the Federal Water Pollution Control Act (33 U.S.C. Section 1317), (ii)
defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section
6903), or (iii) defined as a "hazardous substance" pursuant to Section 101 of
the Comprehensive Environmental Response, Compensation and Liability Act, 42
U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601)

         (f) Any increase in the premium for necessary insurance on the Premises
or the Building which arises from Tenant's use and/or storage of these materials
shall be solely at Tenant's expense. Tenant shall procure and maintain at its
sole expense such additional insurance as may be necessary to comply with any
requirement of any Federal, State or local government agency with jurisdiction.

         (g) Tenant shall have no liability, obligation or responsibility for
any required environmental activities or environmental contamination caused by
Landlord, its employees and agents, or caused by any party other than Tenant or
its invitees, agents or employees. Therefore, Landlord shall indemnify and hold
harmless Tenant, its invitees, agents, employees, mortgagees and assigns from
and against any and all liabilities, obligations, claims, damages, penalties,
causes of action, costs and expenses (including without limitation, the actual
fees and expenses) of whatever kind or nature, contingent or otherwise known or
unknown, incurred or imposed, (collectively referred to as either "claims" or
"demands") arising from the conduct of Landlord's business or from any
activities, work or things done, permitted or suffered by Landlord, his
contractors, agents and employees.

         (h) The above representations and warranties and agreements to
indemnify, defend and hold harmless shall survive the expiration or termination
of this Lease, the discharge of all other obligations owed by the parties to
each other, and any transfer of title to the Building or Land (whether by sale,
foreclosure, deed in lieu of foreclosure or otherwise). Notwithstanding the
foregoing, and notwithstanding any other provision to the contrary in this
Lease, the obligations of Landlord to indemnify Tenant under the provisions of
this Article 10 shall expire and have no further


                                       13







force or effect upon any transfer of title to Landlord's interest in the Land
and Building by Landlord to Tenant or any affiliate of Tenant. under the
provisions of Section 2.02 above.

                                   ARTICLE 11
                             Covenant Against Liens

         11.01. Mechanics Liens. Landlord's right, title and interest in the
Premises, the Land and the Building shall not be subject to or liable for liens
of mechanics or materialmen for work done on behalf of Tenant in connection with
improvements to Premises. Notwithstanding such restriction, if because of any
act or omission of Tenant, any mechanic's lien or other lien, charge or order
for payment of money shall be filed against any portion of the Premises or the
Land or the Building, Tenant shall, at its own cost and expense, cause the same
to be discharged or bonded over (with an insurance company satisfactory to
Landlord for the full amount of the claim) within ten (10) days after the
receipt of notice thereof.

         11.02. Right to Discharge. Without otherwise limiting any other remedy
of Landlord for default hereunder, if Tenant shall fail to cause such liens to
be discharged of record or bonded within the aforesaid ten (10) day period then
Landlord shall have the right to cause the same to be discharged. All amounts
reasonably paid by Landlord to cause such liens to be discharged shall
constitute Additional Rent.


                                   ARTICLE 12
                               Access to Premises

         12.01. Access. Prior to the removal of the Joan Equipment from the
Premises in accordance with Article 8, Landlord, Joan and their agents and
designees shall have access to the Premises at any time. After Year 1, Landlord
and/or Landlord's agents and designees including, but not limited to, insurance
company inspectors shall have the right, but not the obligation, to enter upon
the Premises at all reasonable times after twenty four (24) hour prior notice
(except in the case of emergencies) during ordinary business hours to make
inspections and to exhibit the Premises to prospective mortgagees, purchasers
and tenants, but in the latter case of prospective tenants only during the last
nine (9) months of the Lease Term. Landlord reserves the right to have
reasonable access to the electrical/chiller room, the pump/water room and the
fire panel in the Premises, for the purpose of properly maintaining Building
systems in accordance with the requirements of this Lease.


                                   ARTICLE 13
                           Assignment and Subletting:

         13.01. Prohibition. Notwithstanding any other provision of this Lease,
Tenant shall not, directly or indirectly, assign, or otherwise transfer,
voluntarily or involuntarily, this Lease or any interest herein or sublet (which
term without limitation, shall include granting of concessions, licenses, and
the like) or allow any other person or entity to occupy the whole or any part of
the Premises, without, in each instance, having first received the express
consent of Landlord which


                                       14







consent shall not be unreasonably withheld, delayed or conditioned. Landlord
shall respond to any request for consent under this Article 13 within ten (10)
business days of delivery thereof. Any assignment of this Lease or subletting of
the whole or any part of the Premises by Tenant without Landlord's express
consent to the extent required hereunder shall be invalid, void and of no force
or effect. This prohibition includes, without limitation, any assignment,
subletting, or other transfer which would occur by operation of law, merger,
consolidation, reorganization, acquisition, transfer, or other change of
Tenant's corporate or proprietary structure, including a change in the partners
of any partnership, and the sale, pledge, or other transfer of any of the issued
or outstanding capital stock of any corporate Tenant (unless such stock is
publicly traded on a recognized security exchange or over-the-counter market).
Any request for consent under this Section 13.01 shall set forth, in detail
reasonably satisfactory to Landlord, the identification of the proposed assignee
or sublessee, its financial condition and the terms on which the proposed
assignment or subletting is to be made, including, without limitation, the rent
or any other consideration to be paid in respect thereto and such request shall
be treated as Tenant's warranty in respect of the information submitted
therewith. The consent form to be used for any approved subletting hereunder is
attached as Exhibit I.

         If any request for consent is made with respect to a proposed sublease
or assignment, Landlord's withholding or conditional granting of consent to any
such assignment or subletting shall be deemed not unreasonable if the following
conditions are not met:
         (a) no Event of Default shall have occurred and be continuing as of the
date such consent is to be given or the date on which the assignment or
subletting is to be effective;

         (b) the proposed sublessee or assignee agrees directly with Landlord to
be bound by all of the obligations of Tenant hereunder, including, without
limitation, the obligation to pay the Rent and other amounts provided for under
this Lease, the covenant to use the Premises only for the purposes specifically
permitted under this Lease and the covenant against further assignment.

         In any case where Landlord shall consent to any assignment or
subletting, Tenant originally named herein shall remain fully liable for Tenant
obligations hereunder, including, without limitation, the obligation to pay the
Rent and other amounts provided under this Lease and such liability shall not be
affected in any way by any future amendment, modification, or extension of this
Lease or any further assignment, other transfer, or subleasing and Tenant hereby
irrevocably consents to any and all such transactions. Tenant agrees to pay to
Landlord, within fifteen (15) days of billing therefore (up to a maximum of
$2,500.00), all reasonable legal and other out-of-pocket expenses incurred by
Landlord in connection with any request to assign or sublet. It shall be a
condition of the validity of any permitted assignment or subletting that the
assignee or sublessee agree directly with Landlord, in form satisfactory to
Landlord, to be bound by all Tenant obligations hereunder, including, without
limitation, the obligation to pay all Rent and other amounts provided for under
this Lease and the covenant against further assignment or other transfer or
subletting.

         Without limitation of the rights of Landlord hereunder in respect
thereto, if there is any assignment of this Lease by Tenant for consideration or
a subletting of the whole of the Premises by Tenant at a rent which exceeds the
Rent payable hereunder by Tenant, or if there is a subletting of a portion of
the Premises by Tenant at a rent in excess of the subleased portion's pro rata
share of the Rent payable hereunder by Tenant, then Tenant shall pay to
Landlord, as Additional Rent, forthwith


                                       15







upon Tenant's receipt of the consideration (or the cash equivalent thereof)
therefor, in the case of an assignment, fifty percent (50%) of such
consideration, and in the case of a subletting, fifty percent (50%) of the
amount of any such excess rent, in each case after deducting therefrom Tenant's
costs associated with the transaction, including legal, brokerage, tenant
improvements and free rent. The provisions of this paragraph shall apply to each
and every assignment of this Lease (including by operation of law) and each and
every subletting of all or a portion of the Premises, with respect to
transactions described in the last paragraph of this Section 13.01. For the
purposes of this Section 13.01, the term "Rent" shall mean all rent, Additional
Rent or other payments and/or consideration payable by one party to another for
the use and occupancy of all or a portion of the Premises.

         Notwithstanding the foregoing provisions of this Section 13.01,
Landlord's prior consent shall not be required with respect to (a) a sublease or
assignment to an entity controlling, controlled by, or under common control with
Tenant, or (b) any assignment of this Lease to an entity acquiring all or
substantially all of the stock of Tenant or with respect to a transfer of a
controlling interest in Tenant or (c) any merger of the Tenant into another
entity, if in the case of either (a) or (b), the Tenant herein named and any
such assignee or transferee expressly agrees in writing with Landlord that each
such party shall be and remain liable, jointly and severally, for all of the
Tenant's obligations under this Lease, and in the case of (b) or (c), the
tangible net worth (determined in accordance with generally accepted accounting
principles) of any assignee of Tenant or successor to Tenant by merger, plus the
tangible net worth of any other party, jointly and severally liable for the
Tenant's obligations hereunder, shall be at least as great as the tangible net
worth (similarly determined) of Tenant and Tenant's guarantor as of the date
hereof. In addition, no consent of Landlord or any mortgagee of Landlord shall
be required for any pledge or mortgage of this Lease to Tenant's lenders, or any
transfers of this Lease arising from the exercise by such lenders of their
remedies thereunder.

         13.02. Acceptance of Rent from Transferee. The acceptance by Landlord
of the payment of Rent, Additional Rent, or other charges following assignment,
subletting, or other transfer prohibited by this Article 13 shall not be deemed
to be a consent by Landlord to any such assignment, subletting, or other
transfer, nor shall the same constitute a waiver of any right or remedy of
Landlord.


                                   ARTICLE 14
                                    Indemnity

         14.01. Tenant's Indemnity. Tenant shall indemnify and save harmless
Landlord, the directors, officers, agents, and employees of Landlord, against
and from all claims, expenses, or liabilities of whatever nature (a) arising
directly or indirectly from any Event of Default or breach by Tenant or Tenant's
contractors, licensees, agents, servants, or employees under any of the terms or
covenants of this Lease or the failure of Tenant or such persons to comply with
any rule, order, regulation, or lawful direction now or hereafter in force of
any public authority, in each case to the extent the same are related, directly
or indirectly, to the Premises or the Building, or Tenant's use thereof; or (b)
arising directly or indirectly from any accident, injury, or damage, however
caused, to any person or property, on or about the Premises or (c) arising
directly or indirectly from any accident, injury, or damage to any person or
property occurring outside the Premises but within the


                                       16







Building or on the Land, where such accident, injury, or damage resulted, from
any act, omission, or negligence on the part of Tenant, or Tenant's contractors,
licensees, agents, servants, employees, or customers, or anyone claiming by or
through Tenant.

         This indemnity and hold harmless agreement shall include, without
limitation, indemnity against all expenses, attorney's fees and liabilities
reasonably incurred in connection with any such claim or proceeding brought
thereon and the defense thereof with counsel reasonably acceptable to Landlord.
At the request of Landlord, Tenant shall defend any such claim or proceeding
directly on behalf and for the benefit of Landlord, for which Tenant is
obligated to indemnify Landlord hereunder.

         14.02. The Tenant's Risk. The Tenant agrees to use and occupy the
Premises and to use such other portions of the Building and the Land as Tenant
is herein given the right to use at Tenant's sole risk; and Landlord shall have
no responsibility or liability for any loss or damage, however caused, to
furnishings, fixtures, equipment, or other personal property of Tenant or of any
persons claiming by, through, or under Tenant. Tenant agrees that in all events
Tenant is responsible for providing security to the Premises and its own
personal and invitees.

         14.03. Injury Caused by Third Parties. The Tenant agrees that Landlord
shall not be responsible or liable to Tenant, or to those claiming by, through,
or under Tenant, for any loss or damage resulting to Tenant or those claiming
by, through, or under Tenant, or its or their property, that may be occasioned
by or through the acts or omissions of persons occupying any part of the
Building, or for any loss or damage from the breaking, bursting, crossing,
stopping, or leaking of electric cables and wires, and water, gas, sewer, or
steam pipes, or like matters.

         14.04. No Consequential or Indirect Damages. In no event shall either
Landlord or Tenant be liable for any consequential or indirect damages.

         14.05. Landlord's Indemnity. Landlord agrees to hold Tenant harmless
and to defend, exonerate and indemnify Tenant from and against any and all
claims, liabilities, or penalties asserted by or on behalf of any third party
(i.e. any person, firm, corporation or public authority) for damage to property
or injuries to persons on account of or based upon any injury to persons, or
loss of or damage to property, sustained or occurring in the Building or on the
Land to the extent arising from the Landlord's intentional acts, negligence or
other misconduct, or the intentional acts, negligence or misconduct of
Landlord's contractors, licensees, agents, servants, employees, or customers, or
anyone claiming by or through Landlord.
.
         This indemnity and hold harmless agreement shall include, without
limitation, indemnity against all expenses, attorney's fees and liabilities
reasonably incurred in connection with any such claim or proceeding brought
thereon and the defense thereof with counsel reasonably acceptable to Tenant. At
the request of Tenant, Landlord shall defend any such claim or proceeding
directly on behalf and for the benefit of Tenant.


                                   ARTICLE 15
                                    Insurance


                                       17







         15.01. Public Liability Insurance. The Tenant agrees to maintain in
full force from the date upon which Tenant first enters the Premises for any
reason, throughout the duration of the Lease, and thereafter so long as Tenant
is in occupancy of any part of the Premises, (a) a policy of commercial general
liability insurance, written on an occurrence basis and including contractual
liability coverage to cover any liabilities assumed under this Lease, insuring
against all claims for injury to or death of persons or damage to property on or
about the Premises or arising out of the use of the Premises, including products
liability, and completed operations liability, and (b) automobile liability
insurance covering all owned vehicles, hired vehicles, and all other non-owned
vehicles. Each such policy shall designate Tenant as a named insured and
Landlord, its managing agent, if any, and any mortgagees (as may be set forth in
a notice given from time to time by Landlord) shall be named as additional
insureds, as their interests appear.

         Each such policy shall expressly provide that it shall not expire or be
amended or canceled without at least thirty (30) days' prior written notice to
Landlord in each instance and that the interests of Landlord thereunder or
therein shall not be affected by any breach by Tenant of any policy provision,
and a duplicate original or certificate thereof shall be delivered to Landlord.
The minimum limits of liability of such insurance shall be in an amount of not
less than the greater of (a) $10,000,000 or (b) such amount as determined by
Landlord in its reasonable discretion to be the amounts then customarily being
carried on like property in the greater Boston area.

         15.02. Hazard Insurance. The Tenant agrees to maintain in full force
from the date upon which Tenant first enters the Premises for any reason,
throughout the duration of the Lease, and thereafter so long as Tenant is in
occupancy of any part of the Premises, a policy insuring any leasehold
improvements paid for by Tenant and all fixtures, equipment, and other personal
property of Tenant against damage or destruction by fire or other casualty in an
amount equal to the full replacement cost of such property. Tenant shall also
maintain insurance against such other hazards as may from time to time
reasonably be required by Landlord, provided that such insurance is customarily
carried in the area in which the Premises are located on property similar to the
Building and that Tenant receives written notice specifying all such additional
insurance as may be required. At Landlord's request, any such policies of
insurance shall name any such mortgagee as loss payee under a standard
mortgagee's clause and Tenant will provide Landlord with proof of such
insurance.

         The Landlord shall maintain in full force throughout the duration of
the Lease a policy of insurance upon the Building and its fixtures and equipment
(excluding work, installations, improvements and equipment installed by Tenant
and other tenants of the Building) against loss or damage covered under fire,
extended coverage and commercially reasonable all risk insurance, as is
customarily carried in the area in which the Premises are located on property
similar to the Building, in an amount equal to the full insurable value thereof,
excluding foundations and footings. Upon Tenant's request, Landlord will provide
Tenant with proof of such insurance.

         15.03. Construction Period Insurance. At any time when demolition or
construction work is being performed on or about the Premises or Building by or
on behalf of Tenant, the Tenant shall keep in full force and effect the
following insurance coverage:


                                       18







         (1) builder's risk completed value (non-reporting form) in such form
and affording such protections as required by Landlord, naming Landlord and its
mortgagees as additional insureds; and

         (2) workers' compensation or similar insurance in form and amounts
required by law.

         Tenant shall cause a certificate or certificates of such insurance to
be delivered to Landlord prior to the commencement of any work in or about the
Building or the Premises, in the Event of Default of which Landlord shall have
the right, but not the obligation, to obtain any or all such insurance at the
expense of Tenant, in addition to any other right or remedy of Landlord. The
provisions of this Section 15.03 shall survive the expiration or earlier
termination of this Lease.

         15.04. Rental Abatement Insurance. Landlord may elect to keep and
maintain in full force and effect during the Lease Term, rental abatement
insurance against abatement or loss of Rent in case of fire or other casualty,
in an amount at least equal to the amount of the Rent payable by Tenant during
the then current lease year as reasonably determined by Landlord. All premiums
for such insurance shall be included in Common Area Maintenance Charges for the
purposes of this Lease.

         15.05. Insurance Requirements. All policies required under this Article
15 shall be obtained from responsible companies qualified to do business in the
state in which the Premises are located and in good standing therein.


                                   ARTICLE 16
                              Waiver of Subrogation

         16.01. Waiver of Subrogation. Insofar as and to the extent that the
following provisions may be effective without invalidating or making it
impossible to secure insurance coverage from responsible insurance companies
doing business in The Commonwealth of Massachusetts (even though extra premium
may result therefrom): Landlord and Tenant mutually agree that with respect to
any loss which is covered by insurance then being carried by them, the one
carrying such insurance and suffering said loss releases the other of and from
any and all claims with respect to such loss but only to the extent of recovery,
if any, under such insurance; and they further mutually agree that their
insurance companies shall have no right of subrogation against the other on
account thereof. In the event that an additional premium is payable by either
party as a result of this provision, the other party shall reimburse the party
paying such premium the amount of such extra premium. If, at the agreement of
both parties, this release and non-subrogation provision is waived, then the
obligation of reimbursement shall cease for such period of time as such waiver
shall be effective.


                                   ARTICLE 17
                              Damage or Destruction


                                       19







         17.01. Substantial Damage. If more than fifty percent (50%) of the
Building shall be damaged by fire or other casualty either Landlord or Tenant
may, at its option, terminate this Lease by notifying the other party in writing
of such termination within ninety (90) days after the date of such damage. If
this Lease is so terminated, Rent shall be abated as of the date of such damage,
and Tenant shall be relieved of all its obligations, both monetary and
otherwise, under this Lease accruing after the date of such damage.

         17.02. Restoration. If this Lease is not terminated pursuant to Section
17.01, Landlord shall, within thirty (30) days after receipt by Landlord of the
Proceeds payable in respect of such fire or other casualty, proceed with
reasonable diligence to repair and restore the Building (subject to Force
Majeure) to substantially the same condition in which it was immediately prior
to the occurrence of the casualty. Landlord shall not be required to rebuild,
repair, or replace any part of Tenant's furniture, furnishings or fixtures or
equipment, except to the extent the Proceeds are paid for such items. Landlord
shall not be liable for any inconvenience or annoyance to Tenant or injury to
the business of Tenant resulting in any way from such damage or the repair
thereof, except that Landlord shall allow Tenant a fair diminution of Rent
during the time and to the extent the Premises are unfit for occupancy.
Notwithstanding any provision of this Section 17.02 to the contrary, if Landlord
shall not have commenced such repair or restoration within ninety (90) days
following such casualty or having commenced such repairs or restoration, the
Premises are not readied for occupancy within nine (9) months following such
casualty, Tenant shall, have the option to terminate this Lease, exercised by
written notice within thirty (30) days after the expiration of said nine (9)
month period.


                                   ARTICLE 18
                                 Eminent Domain

         18.01. Total Taking. If the entire Premises should be the subject of a
Taking, then this Lease shall terminate as of the date when notice of taking of
the Premises is filed by the condemning authority with the Registry of Deeds.

         18.02. Partial Taking. If there occurs a Partial Taking of the
Premises, Tenant may terminate this Lease in which event this Lease shall
terminate as of the date when physical possession of such portion of the
Building or Premises is taken by the condemning authority. If upon any such
Partial Taking this Lease is not terminated, Rent shall be abated by an amount
representing that part of the Rent properly allocable to the portion of the
Premises so taken and Landlord shall undertake restoration of the Premises
consistent with the requirements of Section 17.02 above.

         18.03. Awards and Proceeds. All Proceeds payable in respect of a Taking
shall be the property of Landlord, except such portion of the Proceeds as may be
attributable to Tenant's personal property, fixtures, equipment, and relocation
expenses. Tenant hereby assigns to Landlord all rights of Tenant in or to such
Proceeds, provided that Tenant shall be entitled to separately petition the
condemning authority for a separate award for its personal property, fixtures,
equipment, and relocation expenses.


                                       20







                                   ARTICLE 19
                                 Quiet Enjoyment

         19.01. Landlord's Title Covenants. Landlord covenants and agrees that
Landlord has good clear record and marketable title to the Premises subject only
to the encumbrances listed in Exhibit E and that it has good right, full power
and lawful authority to demise and lease the Premises as provided in this Lease.
Landlord covenants and agrees that upon Tenant's paying the Rent and performing
and observing the agreements, conditions and other provisions on its part to be
performed and observed, Tenant shall peaceably and quietly have, hold and enjoy
the Premises during the Lease Term hereof subject, however, to all of the terms
of this Lease. Landlord hereby covenants and agrees, as a condition to the
obligations of Tenant under this Lease, (a) to obtain and deliver to Tenant
simultaneous with the execution of this Lease non-disturbance, attornment and
recognition agreements in commercially reasonable form satisfactory to Tenant
from all parties having an interest in the Premises senior to this Lease,
including (i) the Fall River Redevelopment Authority with respect to the Ground
Lease, (ii) the mortgagee of the fee interest of the Fall River Redevelopment
Authority in the Land, and (iii) Landlord's mortgagee, and (b) to deliver to
Tenant evidence of the termination of the existing lease between Landlord and
Main Street Textiles, Inc.


19.02.      Subordination.

         (a) If any holder of a mortgage or holder of a ground lease of property
which includes the Premises, executed and recorded subsequent to the date of
this Lease, shall so elect, the interest of Tenant hereunder shall be
subordinate to the rights of such holder, provided that such holder shall agree
to recognize in writing the rights of Tenant under this Lease upon the terms and
conditions set forth herein, and the performance by Tenant of Tenant's
obligations hereunder; or

         (b) If any holder of a mortgage or holder of a ground lease of property
which includes the Premises executed and recorded prior to the date of this
Lease shall so elect, this Lease, and the rights of Tenant hereunder, shall be
superior in right to the rights of such holder, with the same force and effect
as if this Lease had been executed and delivered, and recorded, or a statutory
notice hereof recorded, prior to the execution, delivery and recording of any
such mortgage.

                  The election of any such holder as to Subsection (a) above
shall be exercised by notice to Tenant, in the same fashion as notices under
this Lease are given by Landlord to Tenant, and, if such notice is given, such
subordination shall be effective as to all advances then or thereafter made by
such holder under such mortgage or in connection with such ground lease. Any
election as to Subsection (b) above shall become effective upon either notice
from such holder to Tenant in the same fashion as notices from Landlord to
Tenant are to be given hereunder or by the recording in the appropriate registry
or recorder's office of an instrument, in which such holder subordinates its
rights under such mortgage or ground lease to this Lease.

         (c) Forthwith upon the request of Landlord, the holder of any mortgage
or deed of trust affecting the Premises, or the lessor under any ground lease
affecting the Premises, Tenant shall execute and deliver to such party an
attornment agreement providing that Tenant shall attorn to such holder or lessor
in the event of a foreclosure of such mortgage or deed of trust or transfer in
lieu


                                       21







thereof or a termination of such ground lease and incorporating such other terms
and conditions as such party may reasonably require, provided that such
agreement includes an agreement by such other party to recognize the rights of
Tenant under this Lease.

         (d) Tenant agrees on request of Landlord to execute and deliver from
time to time any instrument that Landlord may reasonably deem necessary to
implement the provisions of this Article 19, provided the same does not alter
the terms and provisions of this Lease nor decrease the rights of Tenant
hereunder.

         19.03. Prior Notice to Mortgagee. After receiving notice from any
person, firm, or other entity (or from Landlord on behalf of any such person,
etc.) that it holds a mortgage which includes the Premises as part of the
mortgaged premises, or that it is the ground lessor under a lease with Landlord
as ground lessee, which includes the Premises as a part of the demised premises,
no notice from Tenant to Landlord shall be effective unless and until a copy of
the same is given to such holder or ground lessor, and the curing of any of
Landlord's defaults by such holder or ground lessor shall be treated as
performance by Landlord. Accordingly, no act or failure to act on the part of
Landlord which would entitle Tenant under the terms of this Lease, or by law, to
be relieved of Tenant's obligations hereunder shall have such an effect unless
and until Tenant shall have first given written notice to such holder or ground
lessor, if any, specifying the act or failure to act on the part of Landlord
which could or would give basis to Tenant's rights.

         19.04. Assignment of Rents. With reference to any assignment by
Landlord of Landlord's interest in this Lease, or the rents payable hereunder,
conditional in nature or otherwise, which assignment is made to the holder of a
mortgage or ground lease on property which includes the Premises, Tenant agrees:

         (a) that the execution thereof by Landlord, and the acceptance thereof
by the holder of such mortgage, or the ground lessor, shall never be treated as
an assumption by such holder or ground lessor of any of the obligations of
Landlord hereunder, unless such holder or ground lessor shall, by notice sent to
Tenant, specifically otherwise elect; and

         (b) that, except as aforesaid, such holder or ground lessor shall be
treated as having assumed Landlord's obligations hereunder only upon and only
with respect to obligations occurring after foreclosure of such holder's
mortgage and the taking of possession of the Premises, or in the case of a
ground lessor, the assumption of Landlord's position hereunder by such ground
lessor.


                                   ARTICLE 20
                                Events of Default

         20.01. Events of Default by Tenant. The following shall constitute
Events of Default hereunder:

         (1)      The occurrence of any event set forth in Article 21 hereof;


                                       22







         (2) The failure of Tenant to pay Rent when the same shall be due and
payable and the continuance of such failure for a period of five (5) business
days following delivery of written notice thereof;


         (3) The failure of Tenant to keep, observe or perform any of the
nonmonetary covenants, conditions and agreements herein contained on Tenant's
part to be kept, observed or performed and the continuance of such failure
without the curing of same for a period of thirty (30) days after receipt by
Tenant of a notice in writing from Landlord provided, however, if such default
cannot be cured within such thirty (30) day period, no Event of Default shall be
deemed to have occurred hereunder provided that Tenant shall commence such cure
within such thirty-day period and diligently prosecute such cure to completion.


         20.02 Events of Default by Landlord. If Landlord shall be in default
hereunder, which default shall continue for thirty (30) days after written
notice thereof from Tenant (except in the case of emergency relating to persons
or property, in which case telephonic notice to Landlord shall be sufficient),
then in addition to any other right or remedy of Tenant under this Lease or
otherwise, Tenant shall have the right, but not the obligation, to cure such
default, in which event, after Tenant so cures, Landlord shall pay to Tenant
within twenty (20) days of invoice therefor, the reasonable costs paid by Tenant
in such cure. In the event that Landlord fails to make timely payment of
Tenant's invoice with respect to an obligation of Landlord hereunder arising
under the provisions of Article 10 (Hazardous Materials). Tenant shall be
entitled to an abatement of monthly Basic Rent hereunder until such costs have
been recovered by Tenant. In the event that Landlord fails to timely make
payment of Taxes (Section 6.01) or insurance premiums (Section 15.02), or if
Landlord is in default of its obligations under Section 7.04 (Maintenance by
Landlord), Tenant shall have the right to make direct payment of such costs,
which payments shall be deemed to satisfy the obligations of Tenant under
Article 6 (Additional Rent: Taxes, Insurance, and Common Area Maintenance) with
respect to the item as to which Landlord is in default. Except for the
foregoing, Tenant shall not be entitled to an offset or abatement of Rent
occasioned by the default of Landlord hereunder.



                                   ARTICLE 21
                                   Insolvency

         21.01. Insolvency. If (1) there occurs with respect to Tenant or
Tenant's guarantor an Insolvency or (2) any execution or attachment is issued
against Tenant or any of its property and as a result thereof the Premises are
taken or occupied by some Person other than the Tenant, except as may herein be
permitted, then an Event of Default hereunder shall be deemed to have occurred
so that the provisions of Article 22 hereof shall become effective and Landlord
shall have the rights and remedies provided for therein.


                                   ARTICLE 22
                     Landlord's Remedies; Damages on Default


                                       23







         22.01. Landlord's Remedies. If an Event of Default shall occur and be
continuing and the applicable cure period, if any, has lapsed, Landlord may, at
its option, give to Tenant a notice terminating this Lease upon a date specified
in such notice, which date shall be not less than ten (10) Business Days after
the date of delivery to Tenant of such notice from Landlord, and upon the date
specified in said notice, the term and estate hereby vested in Tenant shall
cease and any and all other right, title and interest of Tenant hereunder shall
likewise cease without further notice or lapse of time, as fully and with like
effect as if the entire Lease Term had elapsed, Tenant in such event waiving all
statutory rights of redemption, but Tenant shall continue to be liable to
Landlord as hereinafter provided.

         22.02. Surrender. Upon any termination of this Lease as the result of
an Event of Default, Tenant shall quit and peacefully surrender the Premises to
Landlord, upon or at any time after any such termination, and, subject to
applicable law, Landlord may, without further notice, enter the Premises and
possess itself thereof by summary proceedings, and subject to applicable law may
dispossess Tenant and remove Tenant and all other Persons and property from the
Premises and may have, hold and enjoy the Premises and the right to receive all
rental income of and from the Premises.

         22.03. Right to Relet. At any time or from time to time after any such
termination, Landlord may relet the Premises or any part thereof, an the name of
Landlord or otherwise, for such term or terms (which may be greater or less than
the period which would otherwise have constituted the balance of the Lease Term)
and on such conditions (which shall be for such market rent as may be
attainable, but which may include concessions or free rent) as Landlord, in its
reasonable discretion, may determine, and may collect and receive the rents
therefor. Landlord shall use its reasonable efforts to relet the Premises, but
otherwise shall in no way be responsible or liable for any failure to relet the
Premises or any part thereof or for any failure to collect any rent due upon any
such reletting.

          22.04. Intentionally omitted.

         22.05. Damages. In the event of any such termination, Tenant shall pay
to the Landlord the Rent up to the date of such termination. In addition, Tenant
shall reimburse Landlord for or pay all costs for the prompt removal from the
Premises and storage of its machinery, equipment and other personal property and
the costs of promptly restoring the Premises. Further, Tenant shall, at the
election of the Landlord (which election may be made or changed at any time and
from time to time), either (a) pay as damages for the remaining unexpired term
of this Lease as if this Lease had not been terminated and at the same time and
in the same installments as Rent Payments are specified in the Lease, sums equal
to the excess of (i) the Rent over (ii) the net rental sums actually received by
the Landlord with respect to the Premises for the period to which the Rent
relates (after deducting all unreimbursed expenses of Landlord incurred in
reletting the Premises, including without limitation, all repossession costs
brokerage commissions, legal expenses, reasonable attorneys' fees, alteration
costs, and expenses of preparation for such reletting), or (b) pay as damages
for the then unexpired term, the discounted present value (calculated at the
then prime rate published by the Wall Street Journal) of the difference between:


                                       24







         (1) the aggregate Rent which would have been payable under this Lease
by Tenant from the date of such termination until the Stated Expiration Date,
and

         (2) the fair and reasonable rental value of the Premises for the same
period, less all of Landlord's reasonable estimate of expenses to be incurred in
connection with reletting the Premises, including, without limitation, all
repossession costs, brokerage commissions, legal expenses, reasonable attorneys'
fees, alteration costs, and expenses of preparation for such reletting.

         If the Premises or any part thereof are relet by the Landlord to a
party unrelated to Landlord before presentation of proof of such damages to any
court, commission or tribunal, the amount of rent reserved upon such reletting
shall be, prima facie, the fair and reasonable rental value for the part or the
whole of the Premises so relet during the term of the reletting.

         Nothing herein contained shall limit or prejudice the right of the
Landlord to prove and obtain as damages by reason of such termination, an amount
equal to the maximum allowed by any statute or rule of law in effect at the time
when, and governing the proceedings in which, such damages are to be proved,
whether or not such amount be greater, equal to, or less than the amount of the
difference referred to above.

         22.06. Right to Equitable Relief. If there shall occur an Event of
Default or threatened Event of Default, Landlord shall be entitled to enjoin
such Event of Default or threatened Event of Default and shall have the right to
invoke any right and remedy allowed at law or in equity or by statute or
otherwise as though re-entry, summary proceedings and other remedies were not
provided for in this Lease.

         22.07. Right to Self Help. If an Event of Default shall occur and be
continuing and the applicable cure period, if any, shall have lapsed, Landlord
shall have the right, but not the obligation, subject to applicable law, to
enter upon the Premises and to perform such obligation notwithstanding the fact
that no specific provision for such substituted performance by Landlord is made
in this Lease with respect to such Event of Default. In performing such
obligation, Landlord may make any payment or perform any other act reasonably
required in connection therewith. The aggregate of (i) all sums so paid by
Landlord (ii) interest (at the Default Rate) on such sum plus all Rent not paid
when due and (iii) all necessary incidental costs and expenses in connection
with the performance of any such act by Landlord, shall be deemed to be Rent
under this Lease and shall be payable to Landlord within twenty (20) days of
invoice therefor. Landlord may exercise the foregoing rights without waiving any
other of its rights or releasing Tenant from any of its obligations under this
Lease.

         22.08. Further Remedies. Upon any termination of this Lease pursuant to
Section 22.01, or at any time thereafter, Landlord may, in addition to and
without prejudice to any other rights and remedies Landlord shall have at law or
in equity but subject to applicable law, re-enter the Premises, and recover
possession thereof and may dispossess any or all occupants of the Premises in
the manner prescribed by the statute relating to summary proceedings, but Tenant
in such case shall remain liable to Landlord as hereinbefore provided. Any and
all rights and remedies which Landlord may have under this Lease, and at law and
in equity, shall be cumulative and shall not be deemed inconsistent with each
other, and any two or more of such rights and remedies may be


                                       25







exercised at the same time so far as permitted by law, provided that the
recovery of Landlord does not exceed amounts due Landlord under the provisions
of this Article 22.

         22.09. Late Charge and Default Rate. If Tenant shall fail to pay any
Rent when the same is due, Tenant shall be obligated to pay a late payment
charge equal to five percent (5%) of the Rent payment not so paid when due to
reimburse Landlord for its additional administrative costs. In addition to any
late payment charge which might otherwise be due, any Rent under this Lease
which is not paid when due shall bear interest at the Default Rate from the
first day due until such Rent plus all interest accrued thereon is paid in full.


                                   ARTICLE 23
                                     Waivers

         23.01. No Waivers. Failure of either party to complain of any act or
omission on the part of either party no matter how long the same may continue,
shall not be deemed to be a waiver by a party of any of its rights hereunder. No
waiver by either party at any time, expressed or implied, of any breach of any
provision of this Lease shall be deemed a waiver of a breach of any other
provision of this Lease or a consent to any subsequent breach of the same or any
other provision. No acceptance by either party of any partial payment shall
constitute an accord or satisfaction but shall be deemed a partial payment on
account.


                                   ARTICLE 24
                                 Lease Guaranty

         24.01. Lease Guaranty. All of the obligations of the Tenant, financial
and otherwise, shall be unconditionally guaranteed by Quaker Fabric Corporation
(the "Guarantor"), which shall execute a Lease Guaranty in the form attached
hereto as Exhibit D.


                                   ARTICLE 25
                               General Provisions

         25.01. Force Majeure. In the event that Landlord or Tenant shall be
delayed, hindered in or prevented from the performance of any act required
hereunder other than the payment of Rent by reason of Force Majeure, then
performance of such act shall be excused for the period of the delay and the
period for the performance of any such act shall be extended for a period
equivalent to the period of such delay.

         25.02. Notices and Commissions. All notices, demands, requests and
other communications provided for or permitted under this Lease shall be in
writing, either delivered by hand or sent by first-class mail, postage prepaid,
or by recognized overnight courier, to the following addresses:


                                       26







         (a) if to Landlord at the address stated in Section 1.01 hereof, or at
such other address as the Landlord shall have designated in writing to the
Tenant, with a copy to such Persons as Landlord shall have designated in writing
to Tenant, or

         (b) if to Tenant at the address stated in Section 1.01 hereof, or at
such other address as the Tenant shall have designated in writing to the
Landlord, with a copy to Wilmer Cutler Pickering Hale and Dorr LLP, 60 State
Street, Boston, MA 02109 Attn: Katharine E. Bachman, Esq., or to such other
Persons as Tenant shall have designated in writing to Landlord.

         (c) if to any mortgagee as to which Tenant has received notice pursuant
to the provisions of Section 19.03 above, to the address set forth in such
notice.

                  Any notice provided for herein shall be deemed given (1) if
mailed, three (3) days after deposit with the U.S. Mail, (b) if by overnight
courier service, one (1) day after deposit with such service, or (c) if in hand,
when delivered with receipt acknowledged.

         25.03. Estoppel Certificates. Landlord and Tenant shall, without
charge, at any time and from time to time hereafter, within ten (10) days after
written request of the other, certify by written instrument duly executed and
acknowledged to the other party, and any mortgagee or purchaser, or proposed
mortgagee or proposed purchaser, or any other Person specified in such request:
(a) as to whether this Lease has been supplemented or amended, and if so, the
substance and manner of such supplement or amendment, (b) as to the validity and
force and effect of this Lease, in accordance with its tenor as then
constituted, (c) as to the existence of any Event of Default, (d) as to the
existence of any offsets, counterclaims or defenses thereto on the part of such
other party, (e) as to the Term Commencement Date and Stated Expiration Date,
and (f) as to any other matters as may be reasonably requested. Any such
certificate may be relied upon by the party requesting it and any other Person
to whom the same may be exhibited or delivered, and the contents of such
certificate shall be binding on the certifying party.

         25.04. Intentionally Omitted.

         25.05. Holding Over. If Tenant occupies the Premises after the Lease
Termination Date, Tenant shall be a tenant-at-sufferance only subject to all of
the terms and provisions of this Lease at 150% the then effective Rent. Such a
holding over, even if with the consent of the Landlord, shall not constitute an
extension or renewal of this Lease.

         25.06. Governing Law. This Lease and the performance thereof shall be
governed, interpreted, construed and regulated by the laws of the Commonwealth
of Massachusetts.

         25.07. Partial Invalidity. If any term, covenant, condition or
provision of this Lease or the application thereof to any person or circumstance
shall, at any time or to any extent, be invalid or unenforceable, the remainder
of this Lease, or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each term, covenant, condition and provision
of this Lease shall be valid and be enforced to the fullest extent permitted by
law.


                                       27







         25.08. Notice of Lease. Tenant shall not record this (or a copy of
this) Lease with the Registry of Deeds. Landlord and Tenant shall at any time,
at the request of either one, promptly execute duplicate originals of an
instrument, in recordable form, which will constitute a Notice of Lease, setting
forth a description of the Premises, the Lease Term, Tenant's rights under
Section 2.02 and other portions thereof, excepting the rental and purchase
provisions, as either party may reasonably request. Notwithstanding the
foregoing, Tenant may make such disclosure of this Lease as may be required from
time to time by the Securities and Exchange Commission and any other
governmental agency having jurisdiction over Tenant.

         25.09. Interpretation. The section headings used herein are for
reference and convenience only, and shall not enter into the interpretation
hereof. This Lease may be executed in several counterparts, each of which shall
be an original, but all of which shall constitute one and the same instrument.
The term "Landlord" whenever used herein, shall mean only the owner at the time
of Landlord's interest herein, and upon any sale or assignment (other than as
collateral security for a loan) of the interest of Landlord herein, its
respective successors in interest and/or assigns shall, during the term of
ownership of its respective estates herein, be deemed to be Landlord and the
liability of Landlord, if any, hereunder shall in any event be limited to the
Landlord's interest in the Building and the Land.

         25.10. Entire Agreement. This Lease constitutes the entire agreement
between Landlord and Tenant, and no oral statement or prior written matter shall
have any force or effect. This Agreement shall not be modified or cancelled
except by writing executed by Landlord and Tenant.

         25.11. Parties. Except as herein otherwise expressly provided, the
covenants, conditions and agreements contained in this Lease shall be binding
upon the heirs, successors and assigns of the parties hereto.

         25.12. Brokerage. Tenant represents and warrants that it has dealt with
no broker in connection with this Lease transaction and agrees to defend, with
counsel approved by Landlord, indemnify and save Landlord harmless from and
against any and all cost, expense or liability for any compensation, commissions
or charges claimed by any broker or agent, with respect to Tenant's dealings in
connection with this Lease.

         Landlord represents and warrants that it has dealt with no broker in
connection with this Lease transaction and agrees to defend, with counsel
approved by Tenant, indemnify and save Tenant harmless from and against any and
all cost, expense or liability for any compensation, commissions or charges
claimed by any broker or agent, with respect to Landlord's dealings in
connection with this Lease.

         25.13. Nonrecourse. By the execution and delivery hereof, Tenant hereby
covenants and agrees that, in the event of any claim against Landlord, Tenant
shall look solely to Landlord's interest in the Building and the Land and that
neither Landlord nor any trustee, beneficiary, partner, manager, member,
shareholder, director or officer of Landlord or such beneficiary shall have any
personal liability hereunder. In the event that the Landlord's estate and
property in the Building and the Land is sold or transferred, Tenant shall be
given written notice thereof, Landlord, its trustees and beneficiaries and all
officers, directors and employees thereof shall thereupon be relieved of all


                                       28







obligations and liabilities hereunder thereafter arising or occurring, and the
purchaser or transferee thereof shall thereupon be deemed to assume and to have
agreed to perform and observe all obligations and liabilities hereunder
thereafter arising or occurring or based on occurrences or situations thereafter
arising or occurring.

         25.14. No Offer. The submission of a draft of this Lease or a summary
of some or all of its provisions does not constitute an offer to lease or demise
the Premises, it being understood and agreed that neither Landlord or Tenant
shall be legally bound with respect to the leasing of the Premises unless and
until this Lease has been executed by both Landlord and Tenant and a fully
executed copy delivered.

         25.15. General Provisions. For all purposes of this Lease unless
otherwise expressed and provided herein or therein or unless the context
otherwise requires:

         (a) The words herein, hereof, hereunder and other words of similar
import refer to this Lease as a whole and not to any particular article, section
or other subdivision of this Lease.

         (b) A pronoun in one gender includes and applies to the other genders
as well.

         (c) Each definition stated in Section 1.01 or 25.16 of this Lease
applies equally to the singular and the plural forms of the term or expression
defined.

         (d) Any reference to a document defined in Section 25.l6 of this Lease
is to such document as originally executed, or, if modified, amended or
supplemented in accordance with the provisions of this Lease, to such document
as so modified, amended or supplemented and in effect at the relevant time of
reference thereto.

         (e) All accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles.

         (f) All references in Section 1.01 hereof are subject to the specific
definitions thereof (if any) in Section 25.16 hereof.

         25.16. Terms Defined. Each term or expression set forth above in
Section 1.01 hereof or below in this Section 25.16 has the meaning stated
immediately after it.

         Additional Rent. All sums and other charges (other than Basic Rent) due
from Tenant to Landlord or incurred by Landlord including, but not limited to,
sums and other charges incurred as the result of an Event of Default.

         Authorizations. All franchises, licenses, permits and other
governmental consents issued by Governmental Authorities pursuant to Legal
Requirements which are or may be required for the use and occupancy of the
Premises and the conduct or continuation of a Permitted Use therein.

         Building. The Building located on the Land.


                                       29







         Business Day. A day which is not a Saturday, Sunday or other day on
which banks in Boston, Massachusetts, are authorized or required by law or
executive order to remain closed.

         Calendar Year. The First Calendar Year, the Last Calendar Year and any
full calendar year (January 1 through December 31) occurring during the Lease
Term.

         Common Areas. All areas devoted to the common use of the occupants of
the Building, including without limitation all parking areas, driveways,
walkways, and landscaped areas.

         Corporation. A corporation, company, association, business trust or
similar organization wherever formed.

         Default Rate. An annual rate of interest equal to the lesser of (a) an
annual rate which shall be four (4) percent points above the then current Base
Rate, so called, being charged by the Bank of America, N.A. or (b) the maximum
rate permissible from time to time under applicable law.

         Event of Default. Any event or condition specified in (a) Article 20
hereof (if all applicable periods for the giving of notice or lapse of time or
both have been fulfilled) or (b) in Article 21 hereof.

         First Calendar Year. The partial Calendar Year period commencing on the
Term Commencement Date and ending on the next succeeding December 31.

         Force Majeure. Acts of God, strikes, lock outs, labor troubles,
inability to procure materials, failure of power, riots and insurrection, acts
of the public enemy, wars, earthquakes, hurricanes and other natural disasters,
fires, explosions, any act, failure to act or default of the other party to this
Lease or any other reason reasonably beyond the control of any party to this
Lease; provided however, lack of money shall not be deemed such a cause.

         Governmental Authority. United States of America, the Commonwealth of
Massachusetts, the City of Fall River, County of Bristol, and any political
subdivision thereof and any instrumentality of and any of them.

         Ground Lease.  Defined in section defining "Title Conditions".

         Insolvency. The occurrence with respect to any Person of one or more of
the following events: the death, dissolution, termination of existence (other
than by merger or consolidation), insolvency, appointment of a receiver for all
or substantially all of the property of such person, the making of a fraudulent
conveyance or the execution of an assignment or trust mortgage for the benefit
of creditors by such Person, or the filing of a petition of bankruptcy or the
commencement of any proceedings by or against such Person under a bankruptcy,
insolvency or other law relating to the relief or the adjustment of
indebtedness, rehabilitation or reorganization of debtors; provided that if such
petition or commencement is involuntarily made against such a Person and is
dismissed within ninety (90) days of the date of such filing or commencement,
such events shall not constitute an insolvency hereunder.


                                       30







         Insurance Requirements. All terms of any policy of insurance maintained
by Landlord or Tenant and applicable to (or affecting any condition, operation,
use or occupancy of) the Building or the Premises or any part or parts of either
and all requirements of the issuer of any such policy and all orders, rules,
regulations and other requirements of the National Board of Fire Underwriters
(or any other body exercising similar functions).

         Land. The Land, in the City of Fall River, County of Bristol,
Commonwealth of Massachusetts, known as 81 Commerce Drive, Fall River,
Massachusetts as described on Exhibit E.

         Landlord. As defined in the preamble hereof.

         Last Calendar Year. The partial Calendar Year commencing on January 1
of the Calendar Year in which the Lease Termination Date occurs of the Lease
Term and ending on the Lease Termination Date.

         Lease Term. The period commencing on the Term Commencement Date and
ending on the Lease Termination Date.

         Lease Termination Date. The earlier to occur of (1) the Stated
Expiration Date, as the same may be extended by the exercise of one or more
options to extend the term of the Lease, (2) the termination of this Lease as
the result of an Event of Default, (3) the termination of this Lease pursuant to
Articles 17 (Damage or Destruction) or 18 (Eminent Domain) hereof.

         Lease Year. A period commencing on the Term Commencement Date (or an
anniversary thereof) and ending on the Day before the next succeeding
anniversary thereof. For example, the first Lease Year is a period commencing on
the Term Commencement Date and ending on the day before the first anniversary
thereof. The last Lease Year shall end on the Lease Termination Date.

         Legal Requirements. All laws, statutes, codes, ordinances, by-laws (and
all rules and regulations thereunder), all executive orders and other
administrative orders, judgments, decrees, injunctions and other judicial orders
of or by any Governmental Authority which may at any time be applicable to parts
or appurtenances of the Premises or Building or to any condition or use thereof
and the provisions of all Authorizations.

         Minor Non-Structural Alteration.  As defined in Section 7.02.

         Partial Taking. Any Taking which is not a Total Taking.

         Permitted Exceptions. Any liens or encumbrances on the Premises set
forth in Exhibit E.

         Person. An individual, a Corporation, a limited liability company, a
company, a voluntary association, a partnership, a trust, an unincorporated
organization or a government or any agency, instrumentality or political
subdivision thereof.

         Premises. The portion of the Building referenced in Section 1.01 and
shown on Exhibit A hereto together with the parking area designated for the
exclusive use of Tenant's employees and


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invitees shown in Exhibit A-1 hereto, and the right in common with the others
entitled thereto, to use the Common Areas.

         Proceeds. With respect to any Taking or occurrence described in Article
17 hereof, with respect to which any Person is obligated to pay any amount to or
for the account of Landlord, the aggregate of (i) all sums payable or receivable
under or in respect of any insurance policy, and (ii) all sums or awards payable
in respect to a Taking.

         Rent. Basic Rent and all Additional Rent.

         Rentable Area of the Premises. The number of square feet stated in
Section 1.01, whether the internal area of the Premises (together with a
proportionate share of the Building's Common Areas) should be more or less as a
result of minor variations resulting from actual construction of the Building or
Premises.

         Rules and Regulations. The rules and regulations referenced in Section
9.04 regulating the details of the operation and use of the Building.

         Stated Expiration Date. The last day of the last Lease Year of the Term
stated in Section 1.01.

         Sublease. Defined in section defining "Title Conditions".

         Taking. The taking or condemnation of title to all or any part of the
Land or the possession or use of the Building by a competent person for any
public use or purpose or any proceeding or negotiations which might result in
such a taking or any sale or lease in lieu of or in anticipation of such a
taking.

         Taxes. All taxes, special or general assessments, water rents, rates
and charges, sewer rents and rates, and other impositions, fees and charges
imposed by Governmental Authorities of every kind and nature whatsoever,
extraordinary as well as ordinary and each and every installment thereof which
shall or may during the term of this Lease be charged, levied, laid, assessed,
imposed, become due and payable or become liens upon or for or with respect to
the Premises, Building, Land or any part thereof or on this Lease under or by
virtue of all present or future Legal Requirements and any tax based on a
percentage fraction or capitalized value of this Rent (whether in lieu of or in
addition to the taxes hereinbefore described). Taxes shall not include
inheritance, estate, excise, succession, transfer, gift, franchise, income,
gross receipt, or profit taxes except to the extent such are in lieu of or in
substitution for Taxes as now imposed on the Building, the Land, the Premises or
this Lease or to linkage payments, so-called, made in connection with the
permits and approvals issued for the base Building.

         Tenant. As defined in the preamble hereof.

         Tenant's Proportionate Share.  As described in Section 1.01.

         Term Commencement Date. As described in Section 3.01.


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                            [SIGNATURES ON NEXT PAGE]


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        EXECUTED as a sealed instrument on the day and year first above written.


                                              LANDLORD:

        By: CHARLES MCANSIN ASSOCIATES, A LIMITED PARTNERSHIP

                                              By:  MCDONNA, LLC
                                                   General Partner



                                              By:__________/s/__________________
                                                 Elkin McCallum
                                                 President

                                              TENANT:

                                              QUAKER FABRIC CORPORATION
                                              OF FALL RIVER


                                              By: _________/s/__________________
                                                  Larry A. Liebenow
                                                  President


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