10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2002

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from                                  to                                 

Commission File Number 000-26933

LIONBRIDGE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State of Incorporation) 04-3398462 (I.R.S. Employer Identification No.)

950 Winter Street, Waltham, MA 02451

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: 781-434-6000

Indicate by check mark whether the registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports).  Yes x  No ¨

Indicate by check mark whether the registrant has been subject to such filing requirements for the past 90 days.  Yes x  No ¨

The number of shares outstanding of the registrant’s common stock, par value $0.01 per share, as of August 10, 2002 was 31,647,844.

LIONBRIDGE TECHNOLOGIES, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002

TABLE OF CONTENTS

		Page
PART I:     FINANCIAL INFORMATION
ITEM 1.    Consolidated Financial Statements:
	Consolidated Balance Sheets as of June 30, 2002 (unaudited) and December 31, 2001	3
	Consolidated Statements of Operations (unaudited) for the three months and six months ended June 30, 2002 and 2001	4
	Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2002 and 2001	5
	Notes to Consolidated Financial Statements (unaudited)	6
ITEM 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
ITEM 3.     Quantitative and Qualitative Disclosures About Market Risk		21
PART II.     OTHER INFORMATION
ITEM 1.     Legal Proceedings		22
ITEM 2.     Changes in Securities and use of proceeds		22
ITEM 4.     Submission of Matters to a Vote of Security Holders		23
ITEM 5.     Other information		23
ITEM 6.     Exhibits and Reports on Form 8-K		23
SIGNATURE		25
EXHIBIT INDEX		26

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PART I.    FINANCIAL INFORMATION

Item 1.    Consolidated Financial Statements

LIONBRIDGE TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share information)

	June 30, 2002			December 31, 2001
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	12,187		$	11,711
Accounts receivable, net of allowances of $551 and $932 at June 30, 2002 and December 31, 2001, respectively		16,558			16,791
Work in process		6,195			4,286
Other current assets		2,261			1,336
Total current assets		37,201			34,124
Property and equipment, net		3,640			4,463
Goodwill		14,050			13,890
Other acquired intangible assets, net		782			1,079
Other assets		1,672			1,191
Total assets	$	57,345		$	54,747
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	$	14,336		$	9,600
Accounts payable		9,207			7,121
Accrued compensation and benefits		4,763			4,592
Accrued outsourcing		2,973			2,373
Accrued merger and restructuring		942			1,794
Other accrued expenses		4,600			3,815
Deferred revenue		2,137			3,053
Other current liabilities		69			67
Total current liabilities		39,027			32,415
Long-term debt, less current portion and net of discounts of $2,593 and $2,898 at June 30, 2002 and December 31, 2001, respectively		14,901			17,318
Other long-term liabilities		1,461			1,566
Stockholders’ equity:
Preferred stock, $0.01 par value; 5,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $0.01 par value; 100,000,000 shares authorized; 31,647,844 and 31,165,470 shares issued and outstanding June 30, 2002 and December 31, 2001, respectively		317			312
Additional paid-in capital		107,259			105,845
Accumulated deficit		(107,016	)		(103,776	)
Deferred compensation		(738	)		(641	)
Subscriptions receivable		—			(102	)
Accumulated other comprehensive income		2,134			1,810
Total stockholders’ equity		1,956			3,448
Total liabilities and stockholders’ equity	$	57,345		$	54,747

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

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LIONBRIDGE TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Amounts in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2002			2001			2002			2001
Revenue	$	29,482		$	22,693		$	54,372		$	49,973
Cost of revenue		17,928			14,435			33,319			31,500
Gross profit		11,554			8,258			21,053			18,473
Operating expenses:
Sales and marketing		2,758			2,821			5,198			5,947
General and administrative		8,147			7,920			15,445			16,851
Research and development		280			594			698			1,238
Amortization of acquisition-related intangible assets		115			1,628			297			3,298
Merger, restructuring and other charges		—			2,088			—			2,213
Stock-based compensation		270			165			495			313
Total operating expenses		11,570			15,216			22,133			29,860
Loss from operations		(16	)		(6,958	)		(1,080	)		(11,387	)
Interest expense:
Interest on outstanding debt		797			565			1,515			1,107
Accretion of discount on debt		153			—			305			—
Other expense, net		312			102			518			520
Loss before income taxes		(1,278	)		(7,625	)		(3,418	)		(13,014	)
Provision for (benefit from) income taxes		77			89			(178	)		232
Net loss	$	(1,355	)	$	(7,714	)	$	(3,240	)	$	(13,246	)
Basic and diluted net loss per share	$	(0.04	)	$	(0.27	)	$	(0.10	)	$	(0.47	)
Shares used in computing basic and diluted net loss per share		31,629			28,214			31,578			28,022

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

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LIONBRIDGE TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in thousands)

	Six Months Ended June 30,
	2002			2001
Cash flows from operating activities:
Net loss	$	(3,240	)	$	(13,246	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of acquisition-related intangible assets		297			3,298
Stock-based compensation		495			313
Stock-based financing charges		46			—
Accretion of discount on debt		305			—
Impairment of long-lived assets		—			336
Depreciation and amortization of property and equipment		1,499			1,698
Provision for allowance for doubtful accounts		—			152
Other		(102	)		65
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable		840			4,407
Work in process		(1,603	)		1,327
Other current assets		(587	)		173
Other assets		(235	)		55
Accounts payable		1,799			1,982
Accrued compensation and benefits		272			(1,703	)
Accrued outsourcing		428			(1,557	)
Accrued merger and restructuring		(1,178	)		—
Other accrued expenses		455			(557	)
Deferred revenue		(1,008	)		(562	)
Net cash used in operating activities		(1,517	)		(3,819	)
Cash flows from investing activities:
Purchases of property and equipment		(614	)		(898	)
Payments for businesses acquired, net of cash acquired		—			761
Net cash used in investing activities		(614	)		(137	)
Cash flows from financing activities:
Proceeds from issuance of short-term debt		—			5,000
Net increase (decrease) in other short-term debt		2,017			(3,620	)
Payments of long-term debt		—			(900	)
Proceeds from issuance of common stock under option and employee stock purchase plans		115			210
Payments of capital lease obligations		(37	)		(135	)
Collection of subscriptions receivable		102			—
Net cash provided by financing activities		2,197			555
Net increase (decrease) in cash and cash equivalents		66			(3,401	)
Effects of exchange rate changes on cash and cash equivalents		410			(239	)
Cash and cash equivalents at beginning of period		11,711			16,741
Cash and cash equivalents at end of period	$	12,187		$	13,101

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

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LIONBRIDGE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.    FINANCIAL INFORMATION

The accompanying consolidated financial statements include the accounts of Lionbridge Technologies, Inc. and its wholly owned subsidiaries (collectively, “Lionbridge” or the “Company”). These financial statements are unaudited. However, in the opinion of management, the consolidated financial statements include all adjustments, consisting of only normal, recurring adjustments, necessary for their fair presentation. Interim results are not necessarily indicative of results expected for a full year. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and, therefore, do not include all information and footnotes necessary for a complete presentation of the operations, financial position and cash flows of the Company in conformity with generally accepted accounting principles. These statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.

The Company’s preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reported periods. Estimates are used when accounting for collectibles of receivables, calculating revenue using the percentage-of-completion method, and valuing intangible assets, deferred tax assets and net assets of businesses acquired. Actual results could differ from these estimates.

2.    PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consists of the following:

	June 30, 2002			December 31, 2001
Computer software and equipment	$	13,241,000		$	12,913,000
Furniture and office equipment		3,220,000			3,103,000
Leasehold improvements		1,858,000			1,815,000
		18,319,000			17,831,000
Less: Accumulated depreciation and amortization		(14,679,000	)		(13,368,000	)
	$	3,640,000		$	4,463,000

3.    BUSINESS ACQUISITIONS

In January 2001, Lionbridge acquired Quality Group Labs, Inc., a company based in Massachusetts, for total initial consideration of approximately $483,000, comprised of $250,000 in cash and 74,488 shares of Lionbridge common stock valued at $233,000. The acquisition was accounted for using the purchase method of accounting. At the time of the acquisition, Lionbridge recorded $433,000 of goodwill. Additional goodwill of $160,000 was recorded in 2002 in connection with an incremental stock issuance of 60,000 shares of Lionbridge common stock made under the terms of the original agreement. The agreement does not provide for any further consideration.

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On June 21, 2001, Lionbridge acquired Data Dimensions, Inc. (“Data Dimensions”), a company based in Washington with operations in the United States, Ireland and the United Kingdom, by means of a merger. Upon the effective date of the merger, each outstanding share of Data Dimensions common stock was converted into the right to receive 0.190884 shares of Lionbridge common stock. As a result of the merger, Lionbridge issued an aggregate of 2,588,316 shares of Lionbridge common stock valued at $12,652,000. Upon the completion of the merger, all outstanding options and warrants to purchase common stock of Data Dimensions, with a fair value at that time of $1,179,000, were assumed by Lionbridge and converted into options and warrants to purchase common stock of Lionbridge under similar terms. The transaction was accounted for using the purchase method of accounting. Lionbridge recorded $ 7,189,000 of goodwill in connection with this acquisition.

On July 3, 2002, Lionbridge entered into an agreement to acquire all of the stock of eTesting Labs, Inc., a subsidiary of Ziff Davis Media, based in North Carolina with additional operations in California. This purchase was completed on July 15, 2002. Total purchase consideration was $2,250,000, consisting of a $1,000,000 cash payment at closing, $350,000 payable on August 9, 2002 and $900,000 funded through collection by Ziff Davis Media of the acquired eTesting Labs, Inc. accounts receivables. After sixty days from the closing, any shortfall in accounts receivable collections from the $900,000 will be paid by Lionbridge, and Ziff Davis Media will continue to collect any remaining receivables for the benefit of Lionbridge. The acquisition will be accounted for using the purchase method of accounting. The Company will integrate eTesting Labs, Inc. with VeriTest, the Company’s global testing division.

4.    DEBT

Debt consists of the following:

	June 30, 2002			December 31, 2001
Line of credit	$	10,741,000		$	8,551,000
Notes payable to stockholders		6,750,000			6,750,000
Subordinated debt, net of discounts of $2,593,000 and $2,898,000 at June 30, 2002 and December 31, 2001, respectively		11,388,000			11,082,000
Equipment financing facility		358,000			535,000
Total debt		29,237,000			26,918,000
Less current portion		(14,336,000	)		(9,600,000	)
Long-term debt, less current portion and discounts	$	14,901,000		$	17,318,000

Line of Credit

On June 28, 2001, Lionbridge entered into a line of credit agreement with a commercial bank. Under the terms of the agreement, Lionbridge is able to borrow up to $13,000,000, based on the value of certain current assets worldwide. The interest rate payable on any outstanding borrowings is prime plus 2% (6.75% at June 30, 2002 and December 31, 2001). Borrowings outstanding under the line of credit agreement are collateralized by certain assets of Lionbridge. The amounts outstanding on the line of credit at June 30, 2002 and December 31, 2001 were $10,741,000 and $8,551,000, respectively. The agreement requires Lionbridge to comply with various covenants, including the maintenance of certain financial ratios and restrictions on the payment of dividends. In conjunction with the line of credit, on June 28, 2001, Lionbridge issued a warrant to the commercial bank for the purchase of 75,000 shares of common stock at an exercise

7

price of $1.81 per share, valued at $115,000. This amount was treated as a deferred financing cost and has being fully amortized through interest expense over the original term of the agreement. On April 29, 2002, the line of credit agreement was amended to extend the maturity date to April 1, 2003. In conjunction with this amendment, Lionbridge is required to pay a total commitment fee of $206,000 which will be amortized through interest expense through April 1, 2003.

Notes Payable to Stockholders

On August 13, 1998, as part of a cash and stock dividend to the stockholders on record as of that date of Lionbridge’s wholly owned subsidiary, INT’L.com, Inc. (“INT’L.com”), promissory notes to stockholders in the aggregate amount of $3,500,000 were issued. The notes bear interest at 6% per year for the first year of the term of the notes, and the interest rate increases by 1% for each successive year of the term of the notes. One-half of the interest accruing in each semi-annual period is payable semi-annually on January 1 and June 30 during the term of the notes and the remaining interest is payable upon the maturity of the notes. The principal amount of the notes, together with any accrued but unpaid interest, is payable in April 2005.

On April 9, 1999, INT’L.com assumed International Language Engineering Corporation’s (“ILE”) obligation under a promissory note to a former ILE stockholder in the amount of $3,250,000 as part of its acquisition of ILE. The promissory note accrues interest at 8.5% per year and matured on June 27, 2002 (the “Payment Date”). The promissory note is subordinate to all indebtedness owed by INT’L.com to any bank, pension fund, insurance fund or other financial institutions. The note was not repaid on the Payment Date; however, on July 3, 2002, the Company paid $1,000,000 of the amount due thereunder, and is currently negotiating an agreement with the noteholder to extend the repayment term of the remaining principal and interest due under the note.

Subordinated Debt

In 1999, Lionbridge entered into subordinated debt agreements with several parties (each a “Noteholder”) pursuant to which 12% senior subordinated notes were issued. The outstanding aggregate principal amount of such notes, together with all accrued and unpaid interest thereon, was required to be repaid upon the earlier of January 31, 2002 or an underwritten public offering by Lionbridge with aggregate proceeds of at least $10,000,000. In December 2001, the subordinated debt agreements were amended to extend the maturity date of the notes to April 15, 2002.

On May 15, 2002, the term of the subordinated debt agreement with a Noteholder holding a subordinated note in the principal amount of $4,981,000 was amended to extend the maturity date to April 30, 2004. As a result of the amendment to the subordinated debt agreement, the amount outstanding has been classified as a long-term liability on the consolidated balance sheet as of June 30, 2002. In conjunction with the amendment, Lionbridge issued to that Noteholder a warrant for the purchase of up to 400,000 shares of common stock at an exercise price of $1.69 per share, valued at $551,000. This amount has been treated as a deferred financing cost and will be amortized through interest expense over the remaining life of the note. Amortization expense of $46,000 was recorded in connection with this warrant for the three and six months ended June 30, 2002.

On August 1, 2002, the terms of the subordinated debt agreements with certain other Noteholders holding subordinated notes in the aggregate principal amount of $1,000,000 were amended to extend the maturity date to July 31, 2003. In conjunction with the amendment, Lionbridge issued a warrant for the purchase of up to 50,612 shares of common stock at an exercise price of $1.69 per share. The fair value ascribed to this warrant will be accounted for as a deferred financing cost and will be amortized through interest expense over the remaining life of the notes. As a result of the amendments to the subordinated debt agreements, the amounts outstanding have been classified as long-term liabilities on the consolidated balance sheet as of June 30, 2002.

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The notes are subject to certain covenant restrictions, including maintenance of certain financial ratios, and are collateralized by certain assets of Lionbridge. The terms of the subordinated debt agreement prohibit Lionbridge from paying dividends to its stockholders. As of June 30, 2002 and December 31, 2001, $5,981,000 was outstanding under these subordinated notes.

On June 29, 2001, Lionbridge entered into a subordinated debt agreement pursuant to which a 12% promissory note in the amount of $5,000,000 was issued. The principal under the notes was initially due on October 31, 2001, with interest payable quarterly in arrears. However, as a result of terms included in the original subordinated debt agreement, on October 31, 2001, the note automatically converted into a new note with essentially identical terms but with a principal amount of $8,000,000. The new note is due on September 30, 2006, with interest payable quarterly in arrears at 12% per year. The $3,000,000 discount on the new note is being accreted through interest expense on a straight-line basis over the period from November 1, 2001 to September 30, 2006. Accretion of $153,000 and $305,000, respectively, was recorded for the three and six-month periods ended June 30, 2002. In connection with the issuance of the $5,000,000 note, Lionbridge issued a warrant to purchase 900,000 shares of common stock at a price of $0.80 per share. The fair value ascribed to this warrant was $738,000 and was recorded as a discount on subordinated notes payable and was amortized to interest expense through October 2001, the date of the originally expected repayment. The note is subject to certain covenant restrictions and the terms of the subordinated debt agreement restricts Lionbridge from paying dividends to its stockholders.

Equipment Financing Facility

On February 25, 2000, Lionbridge entered into an equipment financing arrangement whereby it may borrow an aggregate of $1,350,000 to fund equipment purchases. Advances under the arrangement are collateralized by certain fixed assets and are payable in monthly installments with interest through September 2003. Borrowings under the notes totaled $358,000 and $535,000 at June 30, 2002 and December 31, 2001, respectively, and bear interest at rates ranging from 16.3% to 16.5% per year.

5.    STOCKHOLDERS’ EQUITY

In January 2002, Lionbridge recorded deferred compensation of approximately $537,000, representing the fair market value of 298,500 restricted shares of Lionbridge common stock issued to certain employees at that time. These restricted shares vest ratably after one and two years of continued employment with the Company. The deferred compensation is being amortized over the two-year period during the restrictions on the common stock lapse. The amortization of deferred compensation is recorded as an operating expense and totaled $67,000 and $134,000, respectively, for the three and six-month periods ended June 30, 2002.

The Company recorded additional stock-based compensation expense of $105,000 and $165,000 for the three-month periods ended June 30, 2002 and 2001, respectively and $263,000 and $313,000 for the six-month periods ended June 30, 2002 and 2001, respectively, in connection with the vesting of options granted to employees in 1999, together with charges of $98,000, recorded for the three and six-months ended June 30, 2002, related to modifications of previously granted stock options.

6.    COMPREHENSIVE LOSS

Total comprehensive loss was approximately $1,142, 000 and $7,598,000 for the three-month periods ended June 30, 2002 and 2001, respectively, and $2,916, 000 and $12,830,000 for

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the six-month periods ended June 30, 2002 and 2001, respectively, which consists of net loss and the net change in foreign currency translation adjustment.

7.    NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

Basic net loss attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding, including vested shares of restricted stock. Diluted net loss per share attributable to common stockholders does not differ from basic net loss per share attributable to common stockholders since potential common shares from unvested shares of restricted stock and the exercise of stock options and warrants are anti-dilutive for all periods presented and are therefore excluded from the calculation. Options outstanding to purchase 4,987,849 and 6,347,262 shares of common stock and warrants outstanding to purchase 1,417,949 and 0 shares of common stock were not included in the calculations of diluted net loss per share for the quarters ended June 30, 2002 and 2001, respectively.

8.    MERGER, RESTRUCTURING AND OTHER CHARGES

The following table summarizes activity with respect to merger, restructuring and other charges:

	Three Months Ended June 30,				Six Months Ended June 30,
	2002		2001		2002		2001
Merger costs	$	—	$	100,000	$	—	$	100,000
Restructuring charges, net		—		1,652,000		—		1,777,000
Impairment of long-lived assets		—		336,000		—		336,000
	$	—	$	2,088,000	$	—	$	2,213,000

Merger costs for the three and six months ended June 30, 2001 consist of professional fees for integration services incurred in connection with Lionbridge’s acquisition of Data Dimensions.

Restructuring charges for the three and six months ended June 30, 2001 relate to: (i) the costs of consolidating Lionbridge facilities in the United States as a result of the acquisition of Data Dimensions, consisting primarily of accruals for lease payments on vacant office space, and (ii) costs associated with workforce reductions in the United States, Canada, Brazil, Japan, China, Korea, Germany, Ireland, The Netherlands and France, consisting of 96 technical staff, 13 sales staff and 31 administrative staff. All employees had been informed of their termination and related benefits in the period that the charge was recorded. The restructuring charge for the three months ended June 30, 2001 is presented net of a $66,000 reversal of a charge recorded in the three months ended March 31, 2001, due to subsequent events which reduced the amount of benefits paid on behalf of a terminated employee.

Impairment charges for long-lived assets for the three and six months ended June 30, 2001 relate primarily to the write-off of acquired work force and software licenses as a result of the closure of the Company’s office in Montreal, Canada.

At June 30, 2002, accruals totaling $33,000 related to restructuring charges, in addition to accruals of $1,233,000 related to restructuring obligations which were assumed upon the acquisition of Data Dimensions, Inc. in June 2001, remained on the consolidated balance sheet. Lionbridge currently anticipates that all restructuring-related accrual balances will be utilized by

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December 31, 2002, except for certain long-term contractual obligations relating to leases for unused facilities of $324,000, which are included in Other long-term liabilities.

9.    INCOME TAXES

The Company’s net benefit from income taxes of $178,000 for the six months ended June 30, 2002 includes a $391,000 benefit related to a U.S. Federal income tax refund available as a result of legislative changes in 2002, as well as a provision of $211,000 for foreign income taxes. The Company’s provision for income taxes for the six months ended June 30, 2001 of $232,000 related to foreign income taxes.

10.    SEGMENT INFORMATION

Lionbridge has determined that its operating segments are those that are based on its method of internal reporting, which separately presents its business by the geographic site in which services are performed. Lionbridge has combined those segments which meet the aggregation criteria of Statement of Financial Accounting Standards (“SFAS”) No. 131 in determining its reportable segments.

The Company’s reportable segments are Localization and Testing. The Localization segment provides product localization and content globalization services that enable simultaneous worldwide release and ongoing maintenance of products and related technical support, training materials, and sales and marketing information in multiple languages. The Testing segment provides comprehensive testing of software, hardware and Web sites, as well as product certification programs. Application and development services as well as all other unallocated enterprise costs are reflected in the “Corporate and other” category.

The table below presents information about the reported net loss of Lionbridge for the three and six-month periods ended June 30, 2002 and 2001. Asset information by segment is not reported, since such information is not produced internally by Lionbridge.

	Three Months Ended June 30,						Six Months Ended June 30,
	2002			2001			2002			2001
External revenue:
Localization	$	21,286,000		$	19,769,000		$	38,923,000		$	43,854,000
Testing		6,078,000			2,924,000			11,767,000			6,119,000
Corporate and other		2,118,000			—			3,682,000			—
	$	29,482,000		$	22,693,000		$	54,372,000		$	49,973,000
Net income (loss):
Localization	$	2,805,000		$	1,515,000		$	3,355,000		$	3,872,000
Testing		986,000			(318,000	)		966,000			(70,000	)
Corporate and other		(5,146,000	)		(8,911,000	)		(7,561,000	)		(17,048,000	)
	$	(1,355,000	)	$	(7,714,000	)	$	(3,240,000	)	$	(13,246,000	)

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11.    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

	Six Months Ended June 30,
	2002		2001
Noncash investing and financing activities:
Fair value of warrants issued for common stock in connection with debt	$	551,000	$	853,000
Lionbridge acquired all of the outstanding capital stock of Data Dimensions in exchange for common stock valued at $12,652,000 and the assumption of options and warrants valued at $1,179,000 in 2001. In conjunction with the purchase, liabilities were assumed as follows:
Fair value of assets acquired and goodwill			$	22,278,000
Fair value of options and warrants assumed				(1,179,000	)
Common stock issued				(12,652,000	)
Liabilities assumed			$	8,447,000
Lionbridge acquired all of the outstanding capital stock of Quality Group Labs for $483,000 in 2001. In conjunction with the purchase, liabilities were assumed as follows:
Fair value of assets acquired and goodwill			$	483,000
Cash paid for assets acquired				(250,000	)
Common stock issued				(233,000	)
Liabilities assumed			$	—

12.    CHANGE IN ACCOUNTING

Effective January 1, 2002, the Company adopted the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets.” In accordance with SFAS No. 142, the Company discontinued the amortization of goodwill and, therefore, the results of operations for the six months ended June 30, 2002 exclude amortization expense of goodwill. As required by SFAS No. 142, the Company has completed its transitional goodwill impairment test and determined that the fair value of each reporting unit exceeded the carrying value of the net assets of each reporting unit. Accordingly, no goodwill impairment was recognized.

The Company also evaluated the useful lives assigned to its other intangible assets in the quarter ended March 31, 2002, which resulted in no changes to such useful lives. Additionally, the Company transferred acquired workforce of $270,000 to goodwill as of January 1, 2002. Intangible assets as of June 30, 2002 consist of the VeriTest trade name and the acquired customer list of ILE.

Net loss and loss per share for the three and six months ended June 30, 2001, as adjusted for the exclusion of amortization expense, are as follows:

	Three Months Ended June 30, 2001				Impact of Exclusion of Goodwill Amortization Expense
	As Reported		As Adjusted
Loss before income taxes (as originally reported)	$	7,625,000	$	7,625,000
Adjustment for the exclusion of goodwill amortization		—		1,244,000	$	1,244,000
Loss before income taxes		7,625,000		6,381,000		1,244,000
Provision for income taxes		89,000		89,000
Net loss	$	7,714,000	$	6,470,000		1,244,000
Basic and diluted net loss per share	$	0.27	$	0.23	$	0.04

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	Six Months Ended June 30, 2001				Impact of Exclusion of Goodwill Amortization Expense
	As Reported		As Adjusted
Loss before income taxes (as originally reported)	$	13,014,000	$	13,014,000
Adjustment for the exclusion of goodwill amortization		—		2,529,000	$	2,529,000
Loss before income taxes		13,014,000		10,485,000		2,529,000
Provision for income taxes		232,000		232,000
Net loss	$	13,246,000	$	10,717,000		2,529,000
Basic and diluted net loss per share	$	0.47	$	0.38	$	0.09

13.    CONTINGENCIES

In July 2001, a purported securities class action lawsuit was filed in the United States. The suit names as defendants the Company, certain of its officers and directors, and certain underwriters involved in the Company’s initial public offering (“IPO”). The complaint in this action is allegedly brought on behalf of purchasers of the Company’s common stock during the period from August 20, 1999 to December 6, 2000, and asserts among other things, that the Company’s IPO prospectus and registration statement violated federal securities laws because they contained material misrepresentations and/or omissions regarding the conduct of the Company’s IPO underwriters in allocating shares in the Company’s to the underwriters’ customers. The action seeks recission or recissory and other damages, fees and costs associated with the litigation, and interest. The Company understands that various plaintiffs have filed substantially similar lawsuits against over a hundred other publicly traded companies in connection with the underwriting of their initial public offerings. The Company and its officers and directors believe that the allegations in the complaint are without merit and intend to contest them vigorously. The litigation process is inherently uncertain and unpredictable, however, and there can be no guarantee as to the ultimate outcome of this pending litigation. The Company is currently unable to estimate any potential loss associated with this matter.

On March 18, 2002, the Company received a letter from The Nasdaq Stock Market notifying the Company that its Common Stock failed to maintain a minimum bid price of $3.00 for thirty consecutive trading days as required by the continued listing maintenance standards established by The Nasdaq Stock Market and provided the Company a grace period of 90 calendar days, or until June 17, 2002, to regain compliance with the minimum bid price requirement. On June 19, 2002, the Company received notice of a staff determination of non-compliance with the Nasdaq National Market requirements for continued listing on the Nasdaq National Market. Under the applicable Nasdaq National Market Rules, the Company requested a hearing before the Nasdaq to seek continued listing of its Common Stock on the Nasdaq National Market. Prior to receipt of the June 19 letter from the Nasdaq, the Company had prepared and distributed a proxy statement to its stockholders for approval to effect a reverse stock split at a ratio of up to one-to-three, in order to regain compliance with Nasdaq National Market requirements that listed companies maintain a share price of at least $3.00 per share. However, due to the deterioration in the Company’s stock price from the time the proxy statement was filed until July 29, 2002, the date of the Special Meeting of Stockholders, a reverse stock split in a ratio of one-to-three was no longer sufficient to meet the target range in the proxy statement, and thus, the reverse split was not effected. On August 1, 2002, the Company met with a Panel authorized by Nasdaq to review the situation. On August 6, 2002, the Nasdaq Listing Qualification Panel made a determination in favor of Lionbridge being extended continued listing conditioned upon the Company effecting a reverse stock split which would result in a $3.00 per share price or higher. On August 9, 2002, the Company formally amended its request to the Nasdaq Listing Qualification Panel to include the opportunity for the Company to move to the Nasdaq SmallCap Market. The Company intends to comply with the determination of the Nasdaq Listing Qualification Panel as to whether it will move to the SmallCap Market or effect a reverse stock split to remain on the Nasdaq National Market.

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14.    RECENT ACCOUNTING PRONOUNCEMENT

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS 146”). This statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies EITF Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)” (“EITF 94-3”). SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. EITF 94-3 allowed for an exit cost liability to be recognized at the date of an entity’s commitment to an exit plan. SFAS 146 also requires that liabilities recorded in connection with exit plans be initially measured at fair value. The provisions of SFAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002, with early adoption encouraged. The Company does not expect that the adoption of SFAS 146 will have a material impact on its financial position or results of operations.

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

The matters discussed in this Form 10-Q include forward-looking statements that involve risks or uncertainties, including the Company’s expectations regarding its future liquidity needs. These statements are based on various assumptions by management regarding future circumstances over many of which Lionbridge has little or no control. A number of important factors, including those identified under the caption “Factors That May Affect Future Results” in Lionbridge’s Annual Report on Form 10-K, filed April 1, 2002 (SEC File No. 000-26933) as well as factors discussed elsewhere in this Form 10-Q could cause Lionbridge’s actual results to differ materially from those in forward-looking statements or financial information. Actual results may differ from forward-looking results for a number of reasons, including the following: (i) financial and economic uncertainties among the Company’s customer base in general and in the technology sector in particular; (ii) the delay of one of Lionbridge’s clients’ product releases or the loss of a major client; (iii) delays in the commencement or continuation of services by Lionbridge clients; (iv) Lionbridge’s ability to collect accounts receivable and realize work-in-process from its ChinaConnect business; (v) Lionbridge’s ability to attract and retain key personnel; (vi) difficulties Lionbridge may encounter in the integration of operations of eTesting Labs; (vii) Lionbridge’s potential liability for defects or errors in the solutions it provides; (viii) Lionbridge’s potential failure to keep pace with the rapidly changing requirements of its customers; (ix) the entry of additional competitors into the marketplace; (x) foreign currency fluctuations, particularly with respect to the Euro;  (xi) political, economic and business fluctuations in domestic and international markets; (xii) future acquisitions (including the potential diversion of management attention and financial resources and the ability of acquired businesses to achieve satisfactory operating results); and (xiii) downturns in economic conditions generally. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected.

Introduction

Lionbridge is a leading provider of solutions for worldwide deployment of technology and content, serving global businesses in the technology, financial services, manufacturing and life sciences industries. Lionbridge’s suite of services includes: product localization, content globalization,

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comprehensive testing, product certification and application development. Founded in 1996, Lionbridge manages some of its services under the VeriTest brand for comprehensive and product certification testing.

Lionbridge’s revenue is derived from project-by-project fees and, to a lesser extent, long-term service agreements. Projects are generally billed on a time and expense basis. Revenue is recognized using the percentage-of-completion method of accounting, based on all costs incurred to date as a percentage of management’s estimate of total costs of individual projects. The agreements entered into in connection with projects are generally terminable by clients upon 30 days’ prior written notice. If a client terminates an agreement, it is required to pay Lionbridge for time and expenses incurred through the termination date.

Lionbridge has experienced operating losses, as well as net losses, for each year of its operations and, as of June 30, 2002, had an accumulated deficit of $107.0 million.

During the second quarter of 2002, the Company decided to transform its Beijing, China, “ChinaConnect” subsidiary into a VeriTest testing operation. ChinaConnect was originally acquired as part of Lionbridge’s merger with INT’L.com, and accounted for about three percent of Lionbridge’s revenue in 2001. ChinaConnect had increasingly focused on developing middleware for the China wireless telecom sector. During the second quarter, the Company decided to exit this non-core business activity, and to utilize this existing infrastructure in Beijing for expansion of its VeriTest testing business.

Acquisitions

Lionbridge has grown its business since inception through a combination of acquisitions and organic growth. Such acquisitions through June 30, 2002 have resulted in the recognition of approximately $38.7 million of goodwill and other intangible assets on its balance sheet. Goodwill had been amortized using a five-year life until the Company’s adoption of Statement of Financial Accounting Standards 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”) on January 1, 2002, at which time amortization of goodwill ceased and was replaced by periodic impairment testing. Other acquired intangible assets are generally amortized over three to five years.

On July 3, 2002, Lionbridge entered into an agreement to acquire all of the stock of eTesting Labs, Inc., a subsidiary of Ziff Davis Media that is based in North Carolina, with additional operations in California. This purchase was completed on July 15, 2002. Total purchase consideration was $2,250,000, consisting of a $1,000,000 cash payment at closing, $350,000 payable on August 9, 2002 and $900,000 funded through collection by Ziff Davis Media of the acquired eTesting Labs, Inc. accounts receivables. After sixty days from the closing, any shortfall in accounts receivable collections from the $900,000 will be paid by Lionbridge, and Ziff Davis Media will continue to collect any remaining receivables for the benefit of Lionbridge. The acquisition will be accounted for using the purchase method of accounting. The Company will integrate eTesting Labs, Inc. with VeriTest, the Company’s global testing division.

Merger, Restructuring and Other Charges

The following table summarizes activity with respect to merger, restructuring and other charges:

	Three Months Ended June 30,				Six Months Ended June 30,
	2002		2001		2002		2001
Merger costs	$	—	$	100,000	$	—	$	100,000
Restructuring charges, net		—		1,652,000		—		1,777,000
Impairment of long-lived assets		—		336,000		—		336,000
	$	—	$	2,088,000	$	—	$	2,213,000

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Merger costs for the three and six months ended June 30, 2001 consist of professional fees for integration services incurred in connection with Lionbridge’s acquisition of Data Dimensions.

Restructuring charges for the three and six months ended June 30, 2001 relate to: (i) the costs of consolidating Lionbridge facilities in the United States as a result of the acquisition of Data Dimensions, consisting primarily of accruals for lease payments on vacant office space, and (ii) costs associated with work force reductions in the United States, Canada, Brazil, Japan, China, Korea, Germany, Ireland, The Netherlands and France, consisting of 96 technical staff, 13 sales staff and 31 administrative staff. All employees had been informed of their termination and related benefits in the period that the charge was recorded. The restructuring charge for the three months ended June 30, 2001 is presented net of a $66,000 reversal of a charge recorded in the three months ended March 31, 2001, due to subsequent events which reduced the amount of benefits paid on behalf of a terminated employee.

Impairment charges for long-lived assets for the three and six months ended June 30, 2001 relate primarily to the write-off of acquired work force and software licenses as a result of the closure of the Company’s office in Montreal, Canada.

At June 30, 2002, accruals totaling $33,000 related to restructuring charges, in addition to accruals of $1,233,000 related to restructuring obligations which were assumed upon the acquisition of Data Dimensions, Inc. in June 2001, remained on the consolidated balance sheet. Lionbridge currently anticipates that all restructuring-related accrual balances will be utilized by December 31, 2002, except for certain long-term contractual obligations relating to leases for unused facilities of $324,000, which are included in Other long-term liabilities.

Non-cash Charges

Deferred Compensation.    Lionbridge recorded deferred compensation of approximately $3.8 million in the first six months of 1999, representing the difference between the exercise price of stock options granted and the fair market value for accounting purposes of the underlying common stock at the date of the grant. The deferred compensation is being amortized over the four-year vesting period of the applicable options. Of the total deferred compensation amount, $2.3 million had been amortized and $1.1 million had been reversed due to cancellation of the underlying options as of June 30, 2002.

In January 2002, Lionbridge recorded deferred compensation of approximately $537,000, representing the fair market value of 298,500 restricted shares of Lionbridge common stock issued to certain employees at that time. The deferred compensation is being amortized over the two-year period that the restrictions on the common stock lapse.

The amortization of deferred compensation is recorded as an operating expense and totaled $172,000 and $165,000 for the three months ended June 30, 2002 and 2001, respectively. Additional stock-based compensation expense of $98,000 was recorded during the quarter ended June 30, 2002 related to modifications of previously granted stock options. For the six-month periods ended June 30, 2002 and 2001, stock-based compensation totaled $495,000 and $313,000, respectively. Lionbridge currently expects to amortize the following remaining amounts of deferred compensation as of June 30, 2002 in the fiscal periods ending:

December 31, 2002	$	469,000
December 31, 2003	$	269,000

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Original Issue Discount on Debt.    Interest expense for the three and six-month periods ended June 30, 2002 includes approximately $153,000 and $305,000, respectively, for the accretion of a $3.0 million discount on subordinated debt issued in June 2001. The principal under the note was due on October 31, 2001. However, as a result of terms included in the original subordinated debt agreement, on October 31, 2001, the note automatically converted into a new note with essentially identical terms but with a principal amount of $8,000,000 due on September 30, 2006. The $3.0 million discount on the new notes is being accreted through interest expense on a straight-line basis over the period from November 1, 2001 to September 30, 2006.

Issuance of Warrants for Common Stock.    On May 15, 2002, the term of the subordinated debt agreement with the holder of a subordinated note in the principal amount of $4,981,000 was amended to extend the maturity date to April 30, 2004. In conjunction with the amendment, Lionbridge issued a warrant for the purchase of up to 400,000 shares of common stock at an exercise price of $1.69 per share, valued at $551,000. This amount has been treated as a deferred financing cost and will be amortized through interest expense over the life of the note. Amortization expense of $46,000 was recorded for the three and six months ended June 30, 2002.

On June 29, 2001, Lionbridge entered into a subordinated debt agreement pursuant to which a 12% promissory note in the amount of $5,000,000 was issued. The principal under the notes was initially due on October 31, 2001. In connection with the issuance of the $5,000,000 note, Lionbridge issued a warrant to purchase 900,000 shares of common stock at a price of $0.80 per share. The fair value ascribed to this warrant was $738,000 and was recorded as a discount on subordinated notes payable and was amortized to interest expense through October 2001, the date of the originally expected repayment.

Results of Operations

The following table sets forth for the periods indicated certain unaudited operating data associated with the Company’s results of operations.

	Percentage of Total Revenues
	Three Months Ended June 30,				Six Months Ended June 30,
	2002		2001		2002		2001
	(unaudited)
Revenue	100.0	%	100.0	%	100.0	%	100.0	%
Cost of revenue	60.8		63.6		61.3		63.0
Gross profit	39.2		36.4		38.7		37.0
Operating expenses:
Sales and marketing	9.4		12.4		9.6		11.9
General and administrative	27.6		35.0		28.4		33.8
Research and development	0.9		2.6		1.3		2.5
Amortization of acquisition-related intangible assets	0.4		7.2		0.5		6.6
Merger, restructuring and other charges	—		9.2		—		4.4
Stock-based compensation	0.9		0.7		0.9		0.6
Total operating expenses	39.2		67.1		40.7		59.8
Loss from operations	(0.0	)	(30.7	)	(2.0	)	(22.8	)
Interest expense:
Interest expense on outstanding debt	2.7		2.5		2.8		2.2
Accretion of discount on notes Payable	0.5		—		0.5		—
Other expense, net	1.1		0.4		1.0		1.0
Loss before income taxes	(4.3	)	(33.6	)	(6.3	)	(26.0	)
Provision for (benefit from) income Taxes	0.3		0.4		(0.3	)	0.5
Net loss	(4.6	)	(34.0	)	(6.0	)	(26.5	)

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Revenue.    Revenue for the quarter ended June 30, 2002 was $29.5 million compared to revenue of $22.7 million for the quarter ended June 30, 2001, an increase of $6.8 million or 29.9%, despite the continued economic slowdown in the technology sector. The increase reflects approximately $3.2 million of incremental revenue associated with the Testing business, primarily resulting from the acquisition of Data Dimensions, Inc. in June 2001, as well as organic growth in the second quarter of 2002 in the Localization business and $ 2.1 million from the addition of the Application and Development services business acquired in June 2001 as part of the acquisition of Data Dimensions, Inc. During the quarter, the Company decided to transform its Beijing, China “ChinaConnect” subsidiary into a VeriTest testing operation. ChinaConnect was originally acquired as part of Lionbridge’s merger with INT’L.com. ChinaConnect had increasingly focused on developing middleware for the China wireless telecom sector. The Company decided to exit the China Connect activity, and to utilize the existing infrastructure in Beijing for expansion of its VeriTest testing business. The Company recorded charges against revenue of approximately $610,000 during the second quarter of 2002 related to the inability to realize work-in-process associated with ChinaConnect customers, due to the Company’s decision to discontinue this business activity. Excluding the effect of this one time event, revenue for the quarter increased $7.4 million, to $30.0 million, from the first quarter of 2001 to the first quarter of 2002.

For the six months ended June 30, 2002, revenue increased by $4.4 million or 8.8% to $54.4 million as compared to $50.0 million for the same period of the prior year. Testing revenue increased by approximately $5.6 million, primarily resulting from the addition of the Data Dimensions, Inc. operations since June of 2001. Application and Development services increased $3.7 million. Localization revenue decreased by $4.9 million, primarily due to reduced customer spending in the telecom sector, together with the general economic slowdown experienced in the United States during this period. Excluding the aforementioned $610,000 charge related to ChinaConnect, revenue increased $5.0 million from the first half of 2001 to the second half of 2002.

Cost of Revenue.    Cost of revenue consists primarily of outsourcing expense incurred for translation services provided by third parties as well as salaries and associated employee benefits for personnel related to client projects. As a percentage of revenue, cost of revenue decreased slightly to 60.8% for the quarter ended June 30, 2002 as compared to 63.6% for the corresponding period of the prior year, reflecting the favorable impact of cost controls, better efficiencies and capacity utilization. During the quarter, the Company recorded $177,000 of charges for outsourcing costs associated with the decision to exit the ChinaConnect business in June 2002. For the six months ended June 30, 2002, cost of revenue decreased to 61.3% as a percentage of revenue from 63.0% from the corresponding six months of the prior year. Excluding the one time impact of the ChinaConnect outsourcing charges, the cost of revenue was decreased to 60.9% as a percentage of revenue for the six months ended June 30, 2002. The decrease is attributable to the favorable impact of cost controls, better productivity, and the progress attained in integrating acquisitions.

Sales and Marketing.    Sales and marketing expenses consist primarily of salaries, commissions and associated employee benefits, travel expenses of sales and marketing personnel, and promotional expenses. Sales and marketing costs of $2.8 million for the quarter ended June 30, 2002 were essentially flat with the corresponding quarter of the previous year. For the six months ended June 30, 2002, sales and marketing expenses decreased 12.6% to $5.2 million from $5.9 million for the six months ended June 30, 2001. This decrease is primarily attributable to the continuing favorable

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impact of cost control and progress in integrating acquisitions. As a percentage of revenue, sales and marketing expenses decreased to 9.4% in the second quarter of 2002, from 12.4% in the corresponding period in 2001, and decreased to 9.6% during the first six months of 2002, from 11.9% during the six months ended June 30, 2001 as a result of the declining cost structure and increased revenue levels from period to period.

General and Administrative.    General and administrative expenses consist of salaries of the management, purchasing, process and technology, finance and administrative groups, and associated employee benefits; facilities costs, including depreciation and amortization; information systems costs; professional fees; travel; provisions for bad debts and all other site and corporate costs. General and administrative expenses of $8.1 million for the three months ended June 30, 2002 are 2.9% higher than the expenses incurred during the three months ended June 30, 2001, and, include approximately $498,000 of one-time charges related to the Company’s inability to recover certain amounts due from customers as a result of its decision to exit the ChinaConnect business. Excluding the one-time charges the general and administrative expense for the second quarter in 2002 decreased 3.4% from the corresponding period in 2001, primarily due to the positive effects, during the quarter, of prior restructuring activities. General and administrative expenses for the six months ended June 30, 2002 decreased 8.3% to $15.4 million from $16.9 million during the corresponding period of 2001. Excluding the one-time charges related to ChinaConnect, general and administrative expense decreased 11.3%, primarily attributable to the favorable impact of prior restructuring and cost control. As a percentage of revenue, general and administrative expenses decreased from 33.8% to 28.4% for the six-month periods ended June 30, 2001 and 2002, respectively, due primarily to the items noted as well as the impact of the increase in revenue from period to period.

Research and Development.    Research and development expenses relate to the Lionbridge Globalization Platform, Lionbridge’s proprietary internal workflow and language management system, and include salaries and associated employee benefits and third-party contractor expenses. Research and development expenses of $280,000 for the quarter ended June 30, 2002 decreased 52.9% from the corresponding quarter of the previous year due to decreased headcount-related expenses. For the six months ended June 30, 2002, research and development expenses decreased 43.6% to $698,000 from $1.2 million for the six months ended June 30, 2001.

Amortization of Acquisition-related Intangible Assets.    Amortization of acquisition-related intangible assets consists of the amortization of identifiable intangible assets resulting from acquired businesses and, in 2001, amortization of goodwill arising from business acquisitions. In 2002, Lionbridge ceased amortization of goodwill in accordance with SFAS No. 142. Amortization expense for the three and six-months ended June 30, 2002 of $115,000 and $297,000, respectively, relate solely to the amortization of identifiable intangible assets. Amortization expense for the three and six-months ended June 30, 2001 of $1.6 million and $3.3 million, respectively, related to the amortization of goodwill and identifiable intangible assets.

Interest Expense.    Interest expense represents interest paid or payable on debt, the amortization of deferred financing costs and the accretion of discounts on subordinated notes. Interest expense increased to $950,000 for the three months ended June 30, 2002, as compared to $565,000 for the three months ended June 30, 2001. Interest expense was $1.8 million for the six months ended June 30, 2002 versus $1.1 million for the corresponding period of 2001. These increases were principally due to accretion of the original issue discount on notes issued in June 2001 of $153,000 and $305,000 for the three and six-month periods ended June 30, 2002, respectively, as well as increased interest expense due to the higher level of borrowing during the first six months of 2002, as compared to the corresponding period of the preceding year.

Provision for Income Taxes.    The provision for (benefit from) income taxes for the three and six months ended June 30, 2002, and the comparable periods of the prior year, represent taxes owed on income generated in foreign jurisdictions and, in the first quarter of 2002, $391,000 related to a

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U.S. Federal income tax refund benefit available as a result of legislative changes in 2002. Of the provision recorded for the three- and six-month periods ended June 30, 2001, $40,000 and $65,000, respectively, represent non-cash expenses resulting from utilizations of net operating loss carryforwards. Lionbridge recorded no tax benefit for losses generated in other jurisdictions during these periods due to the uncertainty of realizing any benefit.

Liquidity and Capital Resources

As of June 30, 2002, Lionbridge had a commercial credit facility that allowed it to borrow up to $13.0 million, expiring in April 2003. The facility requires Lionbridge to maintain certain financial covenants and restricts the payment of dividends. The facility bears interest at prime plus 2.0% (6.75% at June 30, 2002) and is collateralized by certain assets of Lionbridge. As of June 30, 2002, $10.7 million was outstanding under the facility.

Cash and cash equivalents increased to $12.2 million at June 30, 2002 from $11.7 million at December 31, 2001. Net cash used in operating activities was $1.5 million and $3.8 million for the six-month periods ended June 30, 2002 and 2001, respectively. Cash used in these periods was primarily to fund the net losses of $3.2 million and $13.2 million incurred during the periods, respectively, offset in part by depreciation, amortization and other non-cash expenses, and changes in operating assets and liabilities. Lionbridge has not experienced any significant trends in accounts receivable and work in progress other than changes relative to the increase in sales. Fluctuations in accounts receivable from period to period relative to changes in sales are a result of timing of customer invoicing and receipt of payments from customers. Net cash used in investing activities increased to $614,000 for the six months ended June 30, 2002 from $137,000 for the corresponding period of 2001. Investing activities for these periods were primarily purchases of equipment in both periods and the acquisitions of Quality Group Labs and Data Dimensions in 2001. Net cash provided by financing activities was $2.2 million and $555,000 in the first six months of 2002 and 2001, respectively. The primary financing activity during the six-month period ended June 30, 2002 was increased borrowing of $2.0 million to support the growth of the business, in particular the Company’s accounts receivable and work in process growth. During the six-month period ended June 30, 2001, the primary financing was the issuance of $5.0 million of subordinated debt, offset by net payments of $4.5 million on existing short-term debt.

As of June 30, 2002, Lionbridge had cash and cash equivalents of $12.2 million and an additional $185,000 available for borrowing under its bank line of credit. Lionbridge’s future financing requirements will depend upon a number of factors, including its operating performance and increases in operating expenses associated with growth in its business. Lionbridge anticipates that its present cash position and available financing should provide adequate cash to fund its currently anticipated cash needs through at least the next 12 months. Lionbridge may seek additional financing during 2002, but cannot ensure that additional financing, if needed, will be available to Lionbridge at terms acceptable to it, if at all.

Recent Accounting Pronouncement

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS 146”). This statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies EITF Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)” (“EITF 94-3”). SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. EITF 94-3 allowed for an exit cost liability to be recognized at the date of an entity’s commitment to an exit plan. SFAS 146 also requires that liabilities recorded in connection with exit plans be initially measured at fair value. The provisions of SFAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002, with early adoption encouraged. The

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Company does not expect that the adoption of SFAS 146 will have a material impact on its financial position or results of operations.

Item 3.     Quantitative and Qualitative Disclosures About Market Risk

Lionbridge is exposed to market risk related to changes in interest rates and foreign currency exchange rates. Lionbridge does not use derivative financial instruments for speculative or trading purposes.

Interest Rate Risk.    Lionbridge is exposed to market risk from changes in interest rates with respect to its line of credit with a commercial bank. There was $10.7 million outstanding as of June 30, 2002 under this credit facility. A hypothetical increase of 1% in the variable rate used as the basis for the interest charges on the line of credit in the year ended December 31, 2002 would result in an estimated $107,000 increase in annualized interest expense, assuming a constant outstanding balance of $10.7 million. Lionbridge is exposed to market risk through its investing activities. Lionbridge’s investment portfolio consists solely of investments in high-grade, commercial bank money market accounts. A hypothetical 10% increase or decrease in interest rates would not have a material impact on the carrying value of Lionbridge’s investments due to their immediate available liquidity or their short maturity. In addition, Lionbridge’s ability to finance future operations or acquisition transactions may be impacted if it is unable to obtain appropriate financing at acceptable rates.

Foreign Currency Exchange Rate Risk.    The majority of Lionbridge’s contracts with clients are denominated in U.S. dollars. However, 48% and 37% of its costs and expenses for the six months ended June 30, 2002 and 2001, respectively, were denominated in foreign currencies. Thirty-eight percent and 35% of its assets were recorded in foreign currencies as of June 30, 2002 and December 31, 2001, respectively. Twenty-six percent and 17% of its liabilities were recorded in foreign currencies as of June 30, 2002 and December 31, 2001, respectively. Therefore, Lionbridge is exposed to foreign currency exchange risks. Lionbridge has not historically tried to reduce its exposure to exchange rate fluctuations by using hedging transactions. However, it may choose to do so in the future. Lionbridge may not be able to do this successfully. Accordingly, Lionbridge may experience economic loss and a negative impact on earnings and equity as a result of foreign currency exchange rate fluctuations.

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LIONBRIDGE TECHNOLOGIES, INC.

PART II—OTHER INFORMATION

Item 1.     Legal Proceedings

On or about July 24, 2001, a purported securities class action lawsuit captioned “Samet v. Lionbridge Technologies, Inc. et al.” (01-CV-6770) was filed in the United States District Court for the Southern District of New York against the Company, certain of its officers and directors, and certain underwriters involved in the Company’s initial public offering. The complaint in this action asserted, among other things, that Lionbridge’s initial public offering registration statement contained misstatements and/or omissions regarding the underwriters’ alleged conduct in allocating shares in Lionbridge’s initial public offering to the underwriters’ customers. In March 2002, the United States District Court for the Southern District of New York entered an order dismissing without prejudice the claims against Lionbridge and its officers and directors (the case remained pending against the underwriter (defendants)). On April 19, 2002, the plaintiffs filed an amended complaint naming as defendants not only the underwriter defendants but also Lionbridge and certain of its officers and directors. The amended complaint asserts claims under both the registration and antifraud provisions of the federal securities laws relating to, among other allegations, the underwriters’ alleged conduct in allocating shares in the Company’s initial public offering and the disclosures contained in the Company’s registration statement. The Company understands that various plaintiffs have filed approximately 1,000 lawsuits making substantially similar allegations against approximately 300 other publicly traded companies in connection with the underwriting of their public offerings. On July 15, 2002, the Company together with the other issuers named as defendants in these coordinated proceedings, filed a collective motion to dismiss the complaint on various legal grounds common to all or most of the issuer defendants. This motion is currently pending. The Company and its officers and directors believe that the allegations in the lawsuit against them are without merit and uncertain and unpredictable, however, and there can be no guarantee as to the ultimate outcome of this pending litigation. The Company is currently unable to estimate any potential loss associated with this matter.

Item 2.     Changes in Securities and Use of Proceeds

On May 15, 2002, the term of the subordinated debt agreement with the holder of a $4,981,000 note was amended to extend the maturity date to April 30, 2004. In conjunction with the amendment, Lionbridge issued a warrant for the purchase of up to 400,000 shares of common stock at an exercise price of $1.69 per share. The warrant was issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, as it was issued in a private placement to a single investor and the Company did not make a general solicitation. The warrant was 25% vested at the time of issuance and vests each three-month period through the note maturity date based upon the then-current principal amount outstanding, with an expiration date of May 15, 2009. There were no underwriters or placement agents involved in such private placement transaction.

22

Item 4.     Submission of Matters to a Vote of Security Holders.

On May 30, 2002, the Company held its Annual Meeting of Stockholders. At the meeting the stockholders elected two members to the Board of Directors to serve for a three-year term as Class III Directors. 17,833,503 shares were cast FOR Rory J Cowan; 3,272,397 shares were cast to withhold authority for Mr. Cowan. 20,909,703 shares were cast FOR Paul Kavanagh; 196,197 shares were cast to withhold authority for Mr. Kavanagh.

In addition, at that meeting the stockholders approved an amendment to the Company’s 1998 Stock Plan (the “Plan”). 20,323,394 votes were cast for the proposal to amend the Plan and 687,064 votes were cast against, with no abstentions and no broker non-votes.

Item 5.    Other Information.

Accompanying this Report on Form 10-Q are the certificates of the Chief Executive Officer and the Chief Financial Officer required by 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, copies of which are furnished as Exhibits 99.1 and 99.2, respectively, to this report.

Item 6.     Exhibits and Reports on Form 8-K

(a)  Exhibits.

10.1	Note and Warrant Purchase Agreement among Lionbridge Technologies Holdings, B.V., Capital Resource Lenders III, L.P. and CRP Investment Partners III, L.L.C. dated as of May 14, 2002.
10.2	Note and Warrant Purchase Agreement among Lionbridge Technologies, Inc., Capital Resource Lenders III, L.P. and CRP Investment Partners III, L.L.C. dated as of May 14, 2002.
10.3	Common Stock Purchase Warrant issued to Capital Resource Lenders III, L.P.
10.4	Common Stock Purchase Warrant issued to CRP Investment Partners III, L.P.
10.5	Note and Warrant Purchase Agreement among Lionbridge Technologies Holdings, B.V., Morgan Stanley Venture Capital Fund II Annex, L.P. and Morgan Stanley Venture Investors Annex, L.P. dated as of August 1, 2002.
10.6	Note and Warrant Purchase Agreement among Lionbridge Technologies, Inc., Morgan Stanley Venture Capital Fund II Annex, L.P. and Morgan Stanley Venture Investors Annex, L.P. dated as of August 1, 2002.

23

10.7	Common Stock Purchase Warrant issued to Morgan Stanley Venture Capital Fund II Annex, L.P.
10.8	Common Stock Purchase Warrant issued to Morgan Stanley Venture Investors Annex, L.P.
10.9*	1998 Stock Plan, as amended on May 30, 2002
10.10	Sublease between McKesson Information Solutions and Lionbridge Technologies, Inc. dated as of June 10, 2002
10.11	Sublease Agreement between Weber Group Inc., and INT’L.com, Inc. dated as of April 26, 2002
99.1	Certificate of Rory J. Cowan as required by 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2	Certificate of Stephen J. Lifshatz as required by 18 U.S. C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Indicates a management contract or compensatory plan, contract or arrangement required to be filed as an Exhibit pursuant to Item 14(c).

(b)  Reports on Form 8-K.

There were no reports on Form 8-K filed by Lionbridge for the quarter ended June 30, 2002.

24

LIONBRIDGE TECHNOLOGIES, INC.

SIGNATURE

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

LIONBRIDGE TECHNOLOGIES, INC.
By:	/s/    STEPHEN J. LIFSHATZ
	Stephen J. Lifshatz Senior Vice President, Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

Dated: August 14, 2002

25

EXHIBIT INDEX

Exhibit No.	Description
10.1	Note and Warrant Purchase Agreement among Lionbridge Technologies Holdings, B.V., Capital Resource Lenders III, L.P. and CRP Investment Partners III, L.L.C. dated as of May 14, 2002.
10.2	Note and Warrant Purchase Agreement among Lionbridge Technologies, Inc., Capital Resource Lenders III, L.P. and CRP Investment Partners III, L.L.C. dated as of May 14, 2002.
10.3	Common Stock Purchase Warrant issued to Capital Resource Lenders III, L.P.
10.4	Common Stock Purchase Warrant issued to CRP Investment Partners III, L.P.
10.5	Note and Warrant Purchase Agreement among Lionbridge Technologies Holdings, B.V., Morgan Stanley Venture Capital Fund II Annex, L.P. and Morgan Stanley Venture Investors Annex, L.P dated as of August 1, 2002.
10.6	Note and Warrant Purchase Agreement among Lionbridge Technologies, Inc., Morgan Stanley Venture Capital Fund II Annex, L.P. and Morgan Stanley Venture Investors Annex, L.P dated as of August 1, 2002.
10.7	Common Stock Purchase Warrant issued to Morgan Stanley Venture Capital Fund II Annex, L.P.
10.8	Common Stock Purchase Warrant issued to Morgan Stanley Venture Investors Annex, L.P.
10.9*	1998 Stock Plan, as amended on May 30, 2002
10.10	Sublease between McKesson Information Solutions and Lionbridge Technologies, Inc. dated as of June 10, 2002
10.11	Sublease Agreement between Weber Group Inc., and INT’L.com, Inc. dated as of April 26, 2002
99.1	Certificate of Rory J. Cowan as required by 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2	Certificate of Stephen J. Lifshatz as required by 18 U.S. C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Indicates a management contract or compensatory plan, contract or arrangement required to be filed as an Exhibit pursuant to Item 14(c).(1)

EX-10.1

                                  Exhibit 10.1

                   LIONBRIDGE TECHNOLOGIES HOLDINGS, B.V. C/O
                          LIONBRIDGE TECHNOLOGIES, INC.
                                950 Winter Street
                                Waltham, MA 02154

                                  May 14, 2002

Capital Resource Lenders III, L.P.
85 Merrimac Street, Suite 200
Boston, MA 02114

CRP Investment Partners III, L.L.C.
85 Merrimac Street, Suite 200



Boston, MA 02114

Ladies and Gentlemen:

     You and we are parties to (a) that certain Senior Subordinated Note
Purchase Agreement by and between Capital Resource Lenders III, L.P. ("CRL") and
Lionbridge Technologies Holdings, B.V. (the "Company") dated as of February 26,
1999, as amended by those certain letter agreements, dated as of August 19,
1999, March 27, 2001 and December 31, 2001, by and among the Company, CRL,
Morgan Stanley Venture Capital Fund II Annex, L.P. and Morgan Stanley Venture
Investors Annex, L.P. (as amended, the "CRL Purchase Agreement"), (b) the 12%
Senior Subordinated Note of the Company in favor of CRL, dated February 26, 1999
(the "CRL Note") and (c) that certain letter agreement, dated as of February 27,
1999, by and between CRL and the Company, whereby the Company consented to the
sale by CRL to CRP Investment Partners III, L.L.C. ("CRP IP III") of a portion
of the economic interest in the CRL Note.

     For good and valuable consideration, the Company, CRP IP III and CRL hereby
agree as follows:

     The CRL Purchase Agreement is hereby amended as follows, effective
immediately:

     (a) Section 2.06(b) thereof is deleted in its entirety, and the following
is substituted in lieu thereof:

     "(b) Required Redemptions in the Event of a Qualifying Liquidity Event. In
the event of a Qualifying Liquidity Event, the Company agrees to redeem, without
premium, (i) fifty percent (50%) of the Notes then outstanding, together with
all accrued and unpaid interest and penalties, if any, then due thereon, on the
closing of such Liquidity Event, and (ii) the remaining amount of the Notes then
outstanding, together with all accrued and unpaid interest and penalties, if
any, then due thereon, on or before April 30, 2004."

     In consideration of the foregoing and in consideration of amending pursuant
to a letter agreement dated as of the date hereof the term of those notes issued
by Lionbridge Technologies, Inc., the Company hereby agrees that on the date
hereof, the Company shall (i) issue a warrant to CRL exercisable for up to
398,900 shares of common stock of the Company; (ii) issue a warrant to CRP IP
III exercisable for up to 1,100 shares of common stock of the Company; (iii) pay
the reasonable fees and expenses of Testa, Hurwitz & Thibeault, LLP, counsel to
CRL and CRP IP III, arising in connection with the execution of this Agreement;
and (iv) pay such other reasonable fees and expenses as are incurred by CRL and
CRP IP III in connection with the execution of this Agreement.

                  [Remainder of Page Intentionally Left Blank]

                                       28



          In witness whereof, the parties have caused this letter agreement to
be executed as of the date first above written.

                                          Very truly yours,

                                          LIONBRIDGE TECHNOLOGIES HOLDINGS, B.V.


                                          By:
                                             -----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------


Accepted and Agreed:

CAPITAL RESOURCE LENDERS III, L.P.

By:  Capital Resource Partners III, L.L.C.
      General Partner


By:
   ---------------------------------------
Name:
     -------------------------------------
     Member


CRP INVESTMENT PARTNERS III, L.L.C.


By:
   ---------------------------------------
Name:
     -------------------------------------
     Manager

                                       29

EX-10.2

                                                                    Exhibit 10.2

                          LIONBRIDGE TECHNOLOGIES, INC.
                                950 Winter Street
                                Waltham, MA 02154

                                  May 14, 2002

Capital Resource Lenders III, L.P.
85 Merrimac Street, Suite 200
Boston, MA  02114

CRP Investment Partners III, L.L.C.
85 Merrimac Street, Suite 200
Boston, MA  02114

Ladies and Gentlemen:

     You and we are parties to (a) that certain Senior Subordinated Note
Purchase Agreement by and between Capital Resource Lenders III, L.P. ("CRL") and
Lionbridge Technologies, Inc. (formerly known as Lionbridge Technologies
Holdings, Inc.) (the "Company") dated as of February 26, 1999, as amended by
those certain letter agreements, dated as of August 19, 1999, March 27, 2001 and
December 31, 2001, by and among the Company, CRL, Morgan Stanley Venture Capital
Fund II Annex, L.P. and Morgan Stanley Venture Investors Annex, L.P. (as
amended, the "CRL Purchase Agreement"), (b) the 12% Senior Subordinated Note of
the Company in favor of CRL, dated February 26, 1999 (the "CRL Note") and (c)
that certain letter agreement, dated as of February 27, 1999, by and between CRL
and the Company, whereby the Company consented to the sale by CRL to CRP
Investment Partners III, L.L.C. ("CRP IP III") of a portion of the economic
interest in the CRL Note.

     For good and valuable consideration, the Company, CRP IP III and CRL hereby
agree as follows:

     The CRL Purchase Agreement is hereby amended as follows, effective
immediately:

     (a) Section 2.06(b) thereof is deleted in its entirety, and the following
is substituted in lieu thereof:

     "(b) Required Redemptions in the Event of a Qualifying Liquidity Event. In
the event of a Qualifying Liquidity Event, the Company agrees to redeem, without
premium, (i) fifty percent (50%) of the Notes then outstanding, together with
all accrued and unpaid interest and penalties, if any, then due thereon, on the
closing of such Liquidity Event, and (ii) the remaining amount of the Notes then
outstanding, together with all accrued and unpaid interest and penalties, if
any, then due thereon, on or before April 30, 2004."

     In consideration of the foregoing and in consideration of amending pursuant
to a letter agreement dated as of the date hereof the term of those notes issued
by Lionbridge Technologies Holdings, B.V., the Company hereby agrees that on the
date hereof, the Company shall (i) issue a warrant to CRL exercisable for up to
398,900 shares of common stock of the Company; (ii) issue a warrant to CRP IP
III exercisable for up to 1,100 shares of common stock of the Company; (iii) pay
the reasonable fees and expenses of Testa, Hurwitz & Thibeault, LLP, counsel to
CRL, arising in connection with the execution of this Agreement; and (iv) pay
such other reasonable fees and expenses as are incurred by CRL and CRP IP III in
connection with the execution of this Agreement.

                                       30



                  [Remainder of Page Intentionally Left Blank]

                                       31



     In witness whereof, the parties have caused this letter agreement to be
executed as of the date first above written.

                                          Very truly yours,

                                          LIONBRIDGE TECHNOLOGIES, INC.


                                          By:
                                             -----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------


Accepted and Agreed:

CAPITAL RESOURCE LENDERS III, L.P.

By: Capital Resource Partners III, L.L.C.
    General Partner


By:
   ---------------------------------------
Name:
     -------------------------------------
     Member


CRP INVESTMENT PARTNERS III, L.L.C.


By:
   ---------------------------------------
Name:
     -------------------------------------
     Manager

                                       32

EX-10.3

                                                                    Exhibit 10.3

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS
OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS
THEREFROM.

No. W-                                               Right to Purchase Shares of
                                                      Common Stock of Lionbridge
                                                              Technologies, Inc.

                          Lionbridge Technologies, Inc.
                          COMMON STOCK PURCHASE WARRANT

                                                                    May 15, 2002

     Lionbridge Technologies, Inc., a Delaware corporation (the "Company"),
hereby certifies that, for value received, Capital Resource Lenders III, L.P., a
Delaware limited partnership ("CRL"), or assigns, is entitled, subject to the
terms set forth below, to purchase from the Company at any time or from time to
time before 5:00 p.m., Boston time, on May 15, 2009, or such later time as may
be specified in Section 17 hereof, up to Three Hundred Ninety-Eight Thousand
Nine Hundred (398,900) fully paid and nonassessable shares of Common Stock, par
value $.01 per share, of the Company as is equal to the Warrant Number (as
hereinafter defined), at a purchase price per share equal to $1.69 (the
"Purchase Price"). The Warrant Number, the character of such shares of Common
Stock and the Purchase Price are subject to adjustment as provided herein.

     This Common Stock Purchase Warrant (this "Warrant") is issued by the
Company to CRL in connection with CRL agreeing to extend the term of that
certain note, dated as of February 26, 1999, issued by Lionbridge Technologies,
Inc. (formerly known as Lionbridge Technologies Holdings, Inc.) in favor of CRL
and that certain note, dated as of February 26, 1999, issued by Lionbridge
Technologies Holdings, B.V. in favor of CRL (collectively, the "Notes").

     As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

     (a) The term "Company" shall include Lionbridge Technologies, Inc. and any
corporation which shall succeed to, or assume the obligations of, the Company
hereunder.

     (b) The term "Common Stock" includes (i) the Company's Common Stock, par
value $.01 per share, as authorized on the date of the Agreement, (ii) any other
capital stock of any class or classes (however designated) of the Company,
authorized on or after such date, the holders of which shall have the right,
without limitation as to amount per share, either to all or to a share of the
balance of current dividends and liquidating distributions after the payment of
dividends and distributions on any shares entitled to preference in the payment
thereof, and the holders of which shall ordinarily, in the absence of
contingencies, be entitled to vote for the election of a majority of directors
of the Company (even though the right so to vote may be have been suspended by
the happening of such a contingency), and (iii) any other securities into which
or for which any of the securities described in clause (i) or (ii) above may be
converted or

                                       33



exchanged pursuant to a plan of recapitalization, reorganization, merger, sale
of assets or otherwise.

     (c) The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the holder of the Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 5 or otherwise.

     1. Exercise of Warrant.

          1.1 Vesting of Warrant. This Warrant is immediately exercisable for an
aggregate of 99,725 shares of Common Stock and on each three month anniversary
of the date hereof shall be exercisable for an additional number of shares of
Common Stock equal to the product of A multiplied by B divided by C, where (A)
is 7,500, (B) is the aggregate principal amount of the Notes outstanding on such
three month anniversary, and (C) is $1,000,000.

          1.2 Exercise. This Warrant may be exercised in part at any time before
its expiration up to the number of shares of Common Stock then vested by
surrender of this Warrant, with the form of subscription at the end hereof duly
executed by such holder, to the Company at its principal office, accompanied by
payment, in cash or by certified or official bank check payable to the order of
the Company, in the amount obtained by multiplying the number of vested shares
of Common Stock for which this Warrant is then being exercised by the Purchase
Price then in effect. On any partial exercise the Company at its expense will
forthwith issue and deliver to or upon the order of the holder hereof a new
Warrant or Warrants of like tenor, in the name of the holder hereof or as such
holder (upon payment by such holder of any applicable transfer taxes) may
request, calling in the aggregate on the face or faces thereof for the number of
shares of Common Stock for which such Warrant or Warrants may still be
exercised.

          1.3 Payment by Surrender of Notes. Notwithstanding the payment
provisions of subsection 1.2, all or part of the payment due upon exercise of
this Warrant may be made by the surrender or partial surrender by such holder to
the Company of the Notes and the Notes so surrendered shall be credited against
such payment in an amount equal to the principal amount thereof plus premium (if
any) and accrued interest to the date of surrender.

          1.4 Company Acknowledgment. The Company will, at the time of the
exercise of this Warrant, upon the request of the holder hereof acknowledge in
writing its continuing obligation to afford to such holder any rights to which
such holder shall continue to be entitled after such exercise in accordance with
the provisions of this Warrant. If the holder shall fail to make any such
request, such failure shall not affect the continuing obligation of the Company
to afford to such holder any such rights.

          1.5 Net Issue Election. With respect to the number of shares of Common
Stock then vested, the holder may elect to receive, without the payment by the
holder of any additional consideration, shares equal to the value of this
Warrant or any portion hereof by the surrender of this Warrant or such portion
to the Company, with the net issue election notice annexed hereto duly executed,
at the office of the Company. Thereupon, the Company shall issue to the holder
such number of fully paid and nonassessable shares of Common Stock as is
computed using the following formula:

                                  X = Y (A-B)/A

where X = the number of shares to be issued to the holder pursuant to this
          Section 1.5.

                                       34



      Y = the number of vested shares covered by this Warrant in respect of
          which the net issue election is made pursuant to this Section 1.5.

      A = the fair market value of one share of Common Stock, as determined in
          accordance with the provisions of this Section 1.5.

      B = the Purchase Price in effect under this Warrant at the time the net
          issue election is made pursuant to this Section 1.5.

For purposes of this Section 1.5, the "fair market value" per share of the
Company's Common Stock shall mean:

          (a)  If the Common Stock is traded on a national securities exchange
               or admitted to unlisted trading privileges on such an exchange,
               or is listed on the National Market (the "National Market") of
               the National Association of Securities Dealers Automated
               Quotations System ("NASDAQ"), the fair market value shall be the
               last reported sale price of the Common Stock on such exchange or
               on the National Market on the last business day before the
               effective date of exercise of the net issue election or if no
               such sale is made on such day, the mean of the closing bid and
               asked prices for such day on such exchange or on the National
               Market;

          (b)  If the Common Stock is not so listed or admitted to unlisted
               trading privileges, the fair market value shall be the mean of
               the last bid and asked prices reported on the last business day
               before the date of the election (1) by the NASDAQ or (2) if
               reports are unavailable under clause (1) above by the National
               Quotation Bureau Incorporated; and

          (c)  If the Common Stock is not so listed or admitted to unlisted
               trading privileges and bid and ask prices are not reported, the
               fair market value shall be the price per share which the Company
               could obtain from a willing buyer for shares sold by the Company
               from authorized but unissued shares, as such price shall be
               determined by mutual agreement of the Company and the holder of
               this Warrant. If the holder of this Warrant and the Company are
               unable to agree on such fair market value, the holder of this
               Warrant shall select a pool of three independent and
               nationally-recognized investment banking or accounting firms from
               which the Company shall select one such firm to appraise the fair
               market value of the Warrant and to perform the computations
               involved. The determination of such investment banking firm shall
               be binding upon the Company, the holder of this Warrant and any
               other holder of Warrants or Warrant Shares in connection with any
               transaction occurring at the time of such determination. All
               expenses of such investment banking firm shall be borne equally
               by the holder of this Warrant and the Company.

     2. Delivery of Stock Certificates, etc. on Exercise. As soon as practicable
after the exercise of this Warrant in full or in part, and in any event within
ten (10) days thereafter unless a determination of fair market value per share
of Common Stock is required pursuant to Section 1.5 above, the Company at its
expense (including the payment by it of any applicable issue taxes) will cause
to be issued in the name of and delivered to the holder hereof, or any affiliate
of such holder as such holder (upon payment by such holder of any applicable
transfer taxes) may direct, a certificate or certificates for the number of
fully paid and nonassessable shares of Common Stock (or Other Securities) to
which such holder shall be entitled on such exercise, plus, in lieu of any
fractional share to which such holder would otherwise be entitled, cash equal to
such fraction multiplied by the then current market value of one full share,
together with any other stock or other

                                       35



securities and property (including cash, where applicable) to which such holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

     3. Adjustment for Dividends in Other Stock, Property, etc.;
Reclassification, etc. In case at any time or from time to time, the holders of
Common Stock (or Other Securities) in their capacity as such shall have
received, or (on or after the record date fixed for the determination of
shareholders eligible to receive) shall have become entitled to receive, without
payment therefor,

          (a) other or additional stock or other securities or property (other
than cash) by way of dividend, or

          (b) any cash (excluding cash dividends payable solely out of earnings
or earned surplus of the Company), or

          (c) other or additional stock or other securities or property
(including cash) by way of spin-off, split-up, reclassification,
recapitalization, combination of shares or similar corporate rearrangement,

other than additional shares of Common Stock (or Other Securities) issued as a
stock dividend or in a stock-split (adjustments in respect of which are provided
for in Section 5), then and in each such case the holder of this Warrant, on the
exercise hereof as provided in Section 1, shall be entitled to receive the
amount of stock and other securities and property (including cash in the cases
referred to in subdivisions (b) and (c) of this Section 3) which such holder
would hold on the date of such exercise if on the date hereof he had been the
holder of record of the number of shares of Common Stock called for on the face
of this Warrant and had thereafter during the period from the date hereof to and
including the date of such exercise, retained such shares and all such other or
additional stock and other securities and property (including cash in the cases
referred to in subdivisions (b) and (c) of this Section 3) receivable by him as
aforesaid during such period, giving effect to all adjustments called for during
such period by Sections 4 and 5.

     4. Adjustment for Reorganization, Consolidation, Merger, etc.

          4.1 Reorganization, Consolidation, Merger, etc. In case at any time or
from time to time, the Company shall (a) effect a reorganization, (b)
consolidate with or merge into any other person, or (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement contemplating the dissolution of the Company, then, in each such
case, the holder of this Warrant, on the exercise hereof as provided in Section
1 at any time after the consummation of such reorganization, consolidation or
merger or the effective date of such dissolution, as the case may be, shall
receive, in lieu of the Common Stock (or Other Securities) issuable on such
exercise prior to such consummation or such effective date, the stock and other
securities and property (including cash) to which such holder would have been
entitled upon such consummation or in connection with such dissolution, as the
case may be, if such holder had so exercised this Warrant, immediately prior
thereto, all subject to further adjustment thereafter as provided in Sections 3
and 5.

          4.2 Continuation of Terms. Upon any reorganization, consolidation,
merger or transfer (and any dissolution following any transfer) referred to in
this Section 4, this Warrant shall continue in full force and effect, subject to
expiration in accordance with Section 17 hereof, and the terms hereof shall be
applicable to the shares of stock and other securities and property receivable
on the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such
transfer, as the case may be, and shall be binding upon the issuer of any such
stock or other securities, including, in the case of any such transfer, the
person acquiring all or substantially all of the properties or assets of the
Company, whether or not such person shall have expressly assumed the terms of
this Warrant.

                                       36



     5. Adjustments for Certain Events.

          5.1 Certain Dividends and Distributions. In the event the Company at
any time or from time to time after the date hereof shall make or issue, or fix
a record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in additional shares of Common
Stock, then and in each such event the Purchase Price then in effect immediately
before such event shall be decreased as of the time of such issuance or, in the
event such a record date shall have been fixed, as of the close of business on
such record date, by multiplying the Purchase Price then in effect by a
fraction:

               (1)  the numerator of which shall be the total number of shares
                    of Common Stock issued and outstanding immediately prior to
                    the time of such issuance or the close of business on such
                    record date, and

               (2)  the denominator of which shall be the total number of shares
                    of Common Stock shares issued and outstanding immediately
                    prior to the time of such issuance or the close of business
                    on such record date plus the number of shares of Common
                    Stock issuable in payment of such dividend or distribution;

provided, however, that if such record date shall have been fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Purchase Price shall be recomputed accordingly as of the
close of business on such record date and thereafter the Purchase Price shall be
adjusted pursuant to this paragraph as of the time of actual payment of such
dividends or distributions.

Upon each such adjustment of the Purchase Price, the holder of this Warrant
shall thereafter be entitled to purchase, at the Purchase Price resulting from
such adjustment, the number of shares obtained by multiplying the Purchase Price
in effect immediately prior to such adjustment by the number of shares
purchasable pursuant hereto immediately prior to such adjustment and dividing
the product thereof by the Purchase Price resulting from such adjustment.

          5.2 Stock Splits and Reverse Splits. In the event that the Company
shall at any time subdivide its outstanding shares of Common Stock into a
greater number of shares, the Purchase Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of Warrant Shares
purchasable pursuant to this Warrant immediately prior to such subdivision shall
be proportionately increased, and conversely, in the event that the outstanding
shares of Common Stock of the Company shall at any time be combined into a
smaller number of shares, the Purchase Price in effect immediately prior to such
combination shall be proportionately increased and the number of Warrant Shares
purchasable upon the exercise of this Warrant immediately prior to such
combination shall be proportionately reduced. Except as provided in this
subsection 5.2, no adjustment in the Purchase Price and no change in the number
of Warrant Shares purchasable shall be made under this Section 5 as a result of
or by reason of any such subdivision or combination.

          5.3 Record Date as Date of Issuance or Sale. In the event that at any
time the Company shall take a record of the holders of its Common Stock for the
purpose of entitling them (i) to receive a dividend or other distribution
payable in Common Stock, or (ii) to subscribe for or purchase Common Stock, then
such record date shall be deemed to be the date of the issue or sale of the
shares of Common Stock deemed to have been issued or sold upon the declaration
of such dividend or the making of such other distribution or the date of the
granting of such right of subscription or purchase, as the case may be.

     6. No Dilution or Impairment. The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger,

                                       37



dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of the Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the holders of the Warrant against dilution or other
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value or stated value of any shares of stock
receivable on the exercise of the Warrant above the amount payable therefore on
such stock receivable on the exercise of the Warrant above the amount payable
therefore on such exercise, (b) will take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable shares of stock on the exercise of the Warrant, (c) will not
issue any capital stock of any class which is preferred as to dividends or as to
the distribution of assets upon voluntary or involuntary dissolution,
liquidation or winding up, unless the rights of the holders thereof shall be
limited to a fixed sum or percentage of par value in respect of participation in
dividends and in any such distribution of assets, and (d) will not transfer all
or substantially all of its properties and assets to any other person (corporate
or otherwise), or consolidate with or merge into any other person or permit any
such person to consolidate with or merge into the Company (if the Company is not
the surviving person), unless such other person shall expressly assume in
writing and become bound by all the terms of the Warrant.

     7. Certificate as to Adjustments. In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the Warrant, the Company's chief financial officer shall compute
such adjustment or readjustment in accordance with the terms of the Warrant and
prepare a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based,
including a statement of (a) the consideration received or receivable by the
Company for any additional shares of Common Stock (or Other Securities) issued
or sold or deemed to have been issued or sold, (b) the number of shares of
Common Stock (or Other Securities) outstanding or deemed to be outstanding, and
(c) the Purchase Price and the number of shares of Common Stock to be received
upon exercise of this Warrant, in effect immediately prior to such issue or sale
and as adjusted and readjusted as provided in this Warrant. The Company will
forthwith mail a copy of each such certificate to each holder of a Warrant, and
will, on the written request at any time of any holder of a Warrant, furnish to
such holder a like certificate setting forth the Purchase Price at the time in
effect and showing how it was calculated.

     8. Notices of Record Date, etc. In the event of:

          (a) any taking by the Company of a record of the holders of any class
of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, or

          (b) any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any transfer of all or
substantially all the assets of the Company to or consolidation or merger of the
Company with or into any other person, or

          (c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company, or

          (d) any proposed issue or grant by the Company of any shares of stock
of any class or any other securities, or any right or option to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities (other than the issue of Common Stock on the exercise of the
Warrant),

then and in each such event the Company will mail or cause to be mailed to each
holder of a Warrant a notice specifying (i) the date on which any such record is
to be taken for the purpose of

                                       38



such dividend, distribution or right, and stating the amount and character of
such dividend, distribution or right, (ii) the date on which any such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up is to take place, and the time,
if any is to be fixed, as of which the holders of record of Common Stock (or
Other Securities) shall be entitled to exchange their shares of Common Stock (or
Other Securities) for securities or other property deliverable on such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up, and (iii) the amount and
character of any stock or other securities, or rights or options with respect
thereto, proposed to be issued or granted, the date of such proposed issue or
grant and the persons or class of persons to whom such proposed issue or grant
is to be offered or made. Such notice shall be mailed at least ten (10) days
prior to the date specified in such notice on which any such action is to be
taken.

     9. Reservation of Stock, etc. Issuable on Exercise of Warrant. The Company
will at all times reserve and keep available, solely for issuance and delivery
on the exercise of the Warrant, all shares of Common Stock (or Other Securities)
from time to time issuable on the exercise of the Warrant.

     10. Exchange of Warrant. On surrender for exchange of the Warrant, properly
endorsed, to the Company, the Company at its expense will issue and deliver to
or on the order of the holder thereof a new Warrant or Warrants of like tenor,
in the name of such holder or as such holder (on payment by such holder of any
applicable transfer taxes) may direct, calling in the aggregate on the face or
faces thereof for the number of shares of Common Stock called for on the face or
faces of the Warrant or Warrants so surrendered.

     11. Replacement of Warrant. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of any Warrant and,
in the case of any such loss, theft or destruction of any Warrant, on delivery
of an indemnity agreement or security reasonably satisfactory in form and amount
to the Company or, in the case of any such mutilation, on surrender and
cancellation of such Warrant, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

     12. Warrant Agent. The Company may, by written notice to each holder of a
Warrant, appoint an agent having an office in Boston, Massachusetts for the
purpose of issuing Common Stock (or Other Securities) on the exercise of the
Warrant pursuant to Section 1, exchanging Warrants pursuant to Section 10, and
replacing Warrants pursuant to Section 11, or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be, shall
be made at such office by such agent.

     13. Remedies. The Company stipulates that the remedies at law of the holder
of this Warrant in the event of any default or threatened default by the Company
in the performance of or compliance with any of the terms of this Warrant are
not and will not be adequate, and that such terms may be specifically enforced
by a decree for the specific performance of any agreement contained herein or by
an injunction against a violation of any of the terms hereof or otherwise.

     14. Negotiability, etc. This Warrant is issued upon the following terms, to
all of which each holder or owner hereof by the taking hereof consents and
agrees:

          (a) title to this Warrant may be transferred to any affiliate of the
holder hereof by endorsement (by the holder hereof executing the form of
assignment at the end hereof) and delivery in the same manner as in the case of
a negotiable instrument transferable by endorsement and delivery; and

          (b) any permitted transferee in possession of this Warrant properly
endorsed for transfer to such person (including endorsed in blank) is authorized
to represent himself as absolute owner hereof and is empowered to transfer
absolute title hereto by endorsement and delivery hereof to a bona fide
purchaser hereof for value; each prior taker or owner waives and

                                       39



renounces all of his equities or rights in this Warrant in favor of each such
bona fide purchaser, and each such bona fide purchaser shall acquire absolute
title hereto and to all rights represented hereby. Nothing in this paragraph (b)
shall create any liability on the part of the Company beyond any liability or
responsibility it has under law.

     15. Notices, etc. All notices and other communications from the Company to
the holder of this Warrant shall be mailed by first class registered or
certified mail, postage prepaid, at such address as may have been furnished to
the Company in writing by such holder or, until any such holder furnishes to the
Company an address, then to, and at the address of, the last holder of this
Warrant who has so furnished an address to the Company.

     16. Miscellaneous. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of the Commonwealth of Massachusetts. The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. This Warrant is being executed as an instrument
under seal. The invalidity or unenforceability of any provision hereof shall in
no way affect the validity or enforceability of any other provision.

     17. Expiration. The right to exercise this Warrant shall expire at 5:00
p.m., Boston time, on the later of (i) May 15, 2009 or (ii) at such time as all
principal and interest on the Notes are paid in full. Notwithstanding the
foregoing, this Warrant shall automatically be deemed to be exercised in full
pursuant to the provisions of Section 1.5 hereof, without any further action on
behalf of the holder, immediately prior to the time this Warrant would otherwise
expire pursuant to the preceding sentence.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       40



     IN WITNESS WHEREOF, the Company has executed this Warrant under seal as of
the first date written above.

          LIONBRIDGE TECHNOLOGIES, INC.


                                          By:
                                             ----------------------------------
                                          Name:
                                          Title:

                                       41



                              FORM OF SUBSCRIPTION
                   (To be signed only on exercise of Warrant)

Lionbridge Technologies, Inc.

          The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise this Warrant for, and to purchase thereunder,
                                                                ---------------
shares of Common Stock of Lionbridge Technologies, Inc. and herewith makes
payment of $            therefor, and requests that the certificates for such
            ------------
shares be issued in the name of, and delivered to                           ,
                                                  --------------------------
federal taxpayer identification number                        , whose address
                                       -----------------------
is
  --------------------------


Dated:
                                          --------------------------------------
                                          (Signature must conform to
                                          name of holder as specified on
                                          the face of the Warrant)

                                          --------------------------------------
                                          (Address)


Signed in the presence of:


- -----------------------------------------

                                       42



                               FORM OF ASSIGNMENT
                   (To be signed only on transfer of Warrant)

     For value received, the undersigned hereby sells, assigns, and transfers
unto ,                   , federal taxpayer identification number
       ------------------
                   , whose address is                       , and who is an
- ------------------                    ----------------------
affiliate of the undersigned the right represented by the within Warrant to
purchase                   shares of Common Stock of Lionbridge Technologies,
         -----------------
Inc. to which the within Warrant relates, and appoints

                       Attorney to transfer such right on the books of
- ----------------------

Lionbridge Technologies, Inc. with full power of substitution in the premises.


Dated:
                                          --------------------------------------
                                          (Signature must conform to
                                          name of holder as specified on
                                          the face of the Warrant)

                                          --------------------------------------
                                          (Address)


Signed in the presence of:


- -----------------------------------------

                                       43

EX-10.4

                                                                    Exhibit 10.4

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS
OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS
THEREFROM.

No. W-                                               Right to Purchase Shares of
                                                      Common Stock of Lionbridge
                                                              Technologies, Inc.

                          Lionbridge Technologies, Inc.
                          COMMON STOCK PURCHASE WARRANT

                                                                    May 15, 2002

     Lionbridge Technologies, Inc., a Delaware corporation (the "Company"),
hereby certifies that, for value received, CRP Investment Partners III, L.L.C.,
a Delaware limited liability company ("CRL"), or assigns, is entitled, subject
to the terms set forth below, to purchase from the Company at any time or from
time to time before 5:00 p.m., Boston time, on May 15, 2009, or such later time
as may be specified in Section 17 hereof, up to One Thousand One Hundred (1,100)
fully paid and nonassessable shares of Common Stock, par value $.01 per share,
of the Company as is equal to the Warrant Number (as hereinafter defined), at a
purchase price per share equal to $1.69 (the "Purchase Price"). The Warrant
Number, the character of such shares of Common Stock and the Purchase Price are
subject to adjustment as provided herein.

     This Common Stock Purchase Warrant (this "Warrant") is issued by the
Company to CRL in connection with CRL agreeing to extend the term of that
certain note, dated as of February 26, 1999, issued by Lionbridge Technologies,
Inc. (formerly known as Lionbridge Technologies Holdings, Inc.) in favor of CRL
and that certain note, dated as of February 26, 1999, issued by Lionbridge
Technologies Holdings, B.V. in favor of CRL (collectively, the "Notes").

     As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

     (a) The term "Company" shall include Lionbridge Technologies, Inc. and any
corporation which shall succeed to, or assume the obligations of, the Company
hereunder.

     (b) The term "Common Stock" includes (i) the Company's Common Stock, par
value $.01 per share, as authorized on the date of the Agreement, (ii) any other
capital stock of any class or classes (however designated) of the Company,
authorized on or after such date, the holders of which shall have the right,
without limitation as to amount per share, either to all or to a share of the
balance of current dividends and liquidating distributions after the payment of
dividends and distributions on any shares entitled to preference in the payment
thereof, and the holders of which shall ordinarily, in the absence of
contingencies, be entitled to vote for the election of a majority of directors
of the Company (even though the right so to vote may be have been suspended by
the happening of such a contingency), and (iii) any other securities into which
or for which any of the securities described in clause (i) or (ii) above may be
converted or

                                       44



exchanged pursuant to a plan of recapitalization, reorganization, merger, sale
of assets or otherwise.

     (c) The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the holder of the Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 5 or otherwise.

     1.   Exercise of Warrant.

          1.1 Vesting of Warrant. This Warrant is immediately exercisable for an
aggregate of 275 shares of Common Stock and on each three month anniversary of
the date hereof shall be exercisable for an additional number of shares of
Common Stock equal to the product of A multiplied by B divided by C, where (A)
is 7,500, (B) is the aggregate principal amount of the Notes outstanding on such
three month anniversary, and (C) is $1,000,000.

          1.2 Exercise. This Warrant may be exercised in part at any time before
its expiration up to the number of shares of Common Stock then vested by
surrender of this Warrant, with the form of subscription at the end hereof duly
executed by such holder, to the Company at its principal office, accompanied by
payment, in cash or by certified or official bank check payable to the order of
the Company, in the amount obtained by multiplying the number of vested shares
of Common Stock for which this Warrant is then being exercised by the Purchase
Price then in effect. On any partial exercise the Company at its expense will
forthwith issue and deliver to or upon the order of the holder hereof a new
Warrant or Warrants of like tenor, in the name of the holder hereof or as such
holder (upon payment by such holder of any applicable transfer taxes) may
request, calling in the aggregate on the face or faces thereof for the number of
shares of Common Stock for which such Warrant or Warrants may still be
exercised.

          1.3 Payment by Surrender of Notes. Notwithstanding the payment
provisions of subsection 1.2, all or part of the payment due upon exercise of
this Warrant may be made by the surrender or partial surrender by such holder to
the Company of the Notes and the Notes so surrendered shall be credited against
such payment in an amount equal to the principal amount thereof plus premium (if
any) and accrued interest to the date of surrender.

          1.4 Company Acknowledgment. The Company will, at the time of the
exercise of this Warrant, upon the request of the holder hereof acknowledge in
writing its continuing obligation to afford to such holder any rights to which
such holder shall continue to be entitled after such exercise in accordance with
the provisions of this Warrant. If the holder shall fail to make any such
request, such failure shall not affect the continuing obligation of the Company
to afford to such holder any such rights.

          1.5 Net Issue Election. With respect to the number of shares of Common
Stock then vested, the holder may elect to receive, without the payment by the
holder of any additional consideration, shares equal to the value of this
Warrant or any portion hereof by the surrender of this Warrant or such portion
to the Company, with the net issue election notice annexed hereto duly executed,
at the office of the Company. Thereupon, the Company shall issue to the holder
such number of fully paid and nonassessable shares of Common Stock as is
computed using the following formula:

                                   X = Y (A-B)
                                       -------
                                          A

where X = the number of shares to be issued to the holder pursuant to this
          Section 1.5.

                                       45



      Y = the number of vested shares covered by this Warrant in respect of
          which the net issue election is made pursuant to this Section 1.5.

      A = the fair market value of one share of Common Stock, as determined in
          accordance with the provisions of this Section 1.5.

      B = the Purchase Price in effect under this Warrant at the time the net
          issue election is made pursuant to this Section 1.5.

For purposes of this Section 1.5, the "fair market value" per share of the
Company's Common Stock shall mean:

          (a)  If the Common Stock is traded on a national securities exchange
               or admitted to unlisted trading privileges on such an exchange,
               or is listed on the National Market (the "National Market") of
               the National Association of Securities Dealers Automated
               Quotations System ("NASDAQ"), the fair market value shall be the
               last reported sale price of the Common Stock on such exchange or
               on the National Market on the last business day before the
               effective date of exercise of the net issue election or if no
               such sale is made on such day, the mean of the closing bid and
               asked prices for such day on such exchange or on the National
               Market;

          (b)  If the Common Stock is not so listed or admitted to unlisted
               trading privileges, the fair market value shall be the mean of
               the last bid and asked prices reported on the last business day
               before the date of the election (1) by the NASDAQ or (2) if
               reports are unavailable under clause (1) above by the National
               Quotation Bureau Incorporated; and

          (c)  If the Common Stock is not so listed or admitted to unlisted
               trading privileges and bid and ask prices are not reported, the
               fair market value shall be the price per share which the Company
               could obtain from a willing buyer for shares sold by the Company
               from authorized but unissued shares, as such price shall be
               determined by mutual agreement of the Company and the holder of
               this Warrant. If the holder of this Warrant and the Company are
               unable to agree on such fair market value, the holder of this
               Warrant shall select a pool of three independent and
               nationally-recognized investment banking or accounting firms from
               which the Company shall select one such firm to appraise the fair
               market value of the Warrant and to perform the computations
               involved. The determination of such investment banking firm shall
               be binding upon the Company, the holder of this Warrant and any
               other holder of Warrants or Warrant Shares in connection with any
               transaction occurring at the time of such determination. All
               expenses of such investment banking firm shall be borne equally
               by the holder of this Warrant and the Company.

     2. Delivery of Stock Certificates, etc. on Exercise. As soon as practicable
after the exercise of this Warrant in full or in part, and in any event within
ten (10) days thereafter unless a determination of fair market value per share
of Common Stock is required pursuant to Section 1.5 above, the Company at its
expense (including the payment by it of any applicable issue taxes) will cause
to be issued in the name of and delivered to the holder hereof, or any affiliate
of such holder as such holder (upon payment by such holder of any applicable
transfer taxes) may direct, a certificate or certificates for the number of
fully paid and nonassessable shares of Common Stock (or Other Securities) to
which such holder shall be entitled on such exercise, plus, in lieu of any
fractional share to which such holder would otherwise be entitled, cash equal to
such fraction multiplied by the then current market value of one full share,
together with any other stock or other

                                       46



securities and property (including cash, where applicable) to which such holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

     3. Adjustment for Dividends in Other Stock, Property, etc.;
Reclassification, etc. In case at any time or from time to time, the holders of
Common Stock (or Other Securities) in their capacity as such shall have
received, or (on or after the record date fixed for the determination of
shareholders eligible to receive) shall have become entitled to receive, without
payment therefor,

          (a) other or additional stock or other securities or property (other
than cash) by way of dividend, or

          (b) any cash (excluding cash dividends payable solely out of earnings
or earned surplus of the Company), or

          (c) other or additional stock or other securities or property
(including cash) by way of spin-off, split-up, reclassification,
recapitalization, combination of shares or similar corporate rearrangement,

other than additional shares of Common Stock (or Other Securities) issued as a
stock dividend or in a stock-split (adjustments in respect of which are provided
for in Section 5), then and in each such case the holder of this Warrant, on the
exercise hereof as provided in Section 1, shall be entitled to receive the
amount of stock and other securities and property (including cash in the cases
referred to in subdivisions (b) and (c) of this Section 3) which such holder
would hold on the date of such exercise if on the date hereof he had been the
holder of record of the number of shares of Common Stock called for on the face
of this Warrant and had thereafter during the period from the date hereof to and
including the date of such exercise, retained such shares and all such other or
additional stock and other securities and property (including cash in the cases
referred to in subdivisions (b) and (c) of this Section 3) receivable by him as
aforesaid during such period, giving effect to all adjustments called for during
such period by Sections 4 and 5.

     4.   Adjustment for Reorganization, Consolidation, Merger, etc.

          4.1 Reorganization, Consolidation, Merger, etc. In case at any time or
from time to time, the Company shall (a) effect a reorganization, (b)
consolidate with or merge into any other person, or (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement contemplating the dissolution of the Company, then, in each such
case, the holder of this Warrant, on the exercise hereof as provided in Section
1 at any time after the consummation of such reorganization, consolidation or
merger or the effective date of such dissolution, as the case may be, shall
receive, in lieu of the Common Stock (or Other Securities) issuable on such
exercise prior to such consummation or such effective date, the stock and other
securities and property (including cash) to which such holder would have been
entitled upon such consummation or in connection with such dissolution, as the
case may be, if such holder had so exercised this Warrant, immediately prior
thereto, all subject to further adjustment thereafter as provided in Sections 3
and 5.

          4.2 Continuation of Terms. Upon any reorganization, consolidation,
merger or transfer (and any dissolution following any transfer) referred to in
this Section 4, this Warrant shall continue in full force and effect, subject to
expiration in accordance with Section 17 hereof, and the terms hereof shall be
applicable to the shares of stock and other securities and property receivable
on the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such
transfer, as the case may be, and shall be binding upon the issuer of any such
stock or other securities, including, in the case of any such transfer, the
person acquiring all or substantially all of the properties or assets of the
Company, whether or not such person shall have expressly assumed the terms of
this Warrant.

                                       47



     5.   Adjustments for Certain Events.

          5.1  Certain Dividends and Distributions. In the event the Company at
any time or from time to time after the date hereof shall make or issue, or fix
a record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in additional shares of Common
Stock, then and in each such event the Purchase Price then in effect immediately
before such event shall be decreased as of the time of such issuance or, in the
event such a record date shall have been fixed, as of the close of business on
such record date, by multiplying the Purchase Price then in effect by a
fraction:

               (3)  the numerator of which shall be the total number of shares
                    of Common Stock issued and outstanding immediately prior to
                    the time of such issuance or the close of business on such
                    record date, and

               (4)  the denominator of which shall be the total number of shares
                    of Common Stock shares issued and outstanding immediately
                    prior to the time of such issuance or the close of business
                    on such record date plus the number of shares of Common
                    Stock issuable in payment of such dividend or distribution;

provided, however, that if such record date shall have been fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Purchase Price shall be recomputed accordingly as of the
close of business on such record date and thereafter the Purchase Price shall be
adjusted pursuant to this paragraph as of the time of actual payment of such
dividends or distributions.

Upon each such adjustment of the Purchase Price, the holder of this Warrant
shall thereafter be entitled to purchase, at the Purchase Price resulting from
such adjustment, the number of shares obtained by multiplying the Purchase Price
in effect immediately prior to such adjustment by the number of shares
purchasable pursuant hereto immediately prior to such adjustment and dividing
the product thereof by the Purchase Price resulting from such adjustment.

          5.2 Stock Splits and Reverse Splits. In the event that the Company
shall at any time subdivide its outstanding shares of Common Stock into a
greater number of shares, the Purchase Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of Warrant Shares
purchasable pursuant to this Warrant immediately prior to such subdivision shall
be proportionately increased, and conversely, in the event that the outstanding
shares of Common Stock of the Company shall at any time be combined into a
smaller number of shares, the Purchase Price in effect immediately prior to such
combination shall be proportionately increased and the number of Warrant Shares
purchasable upon the exercise of this Warrant immediately prior to such
combination shall be proportionately reduced. Except as provided in this
subsection 5.2, no adjustment in the Purchase Price and no change in the number
of Warrant Shares purchasable shall be made under this Section 5 as a result of
or by reason of any such subdivision or combination.

          5.3 Record Date as Date of Issuance or Sale. In the event that at any
time the Company shall take a record of the holders of its Common Stock for the
purpose of entitling them (i) to receive a dividend or other distribution
payable in Common Stock, or (ii) to subscribe for or purchase Common Stock, then
such record date shall be deemed to be the date of the issue or sale of the
shares of Common Stock deemed to have been issued or sold upon the declaration
of such dividend or the making of such other distribution or the date of the
granting of such right of subscription or purchase, as the case may be.

     6. No Dilution or Impairment. The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger,

                                       48



dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of the Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the holders of the Warrant against dilution or other
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value or stated value of any shares of stock
receivable on the exercise of the Warrant above the amount payable therefor on
such stock receivable on the exercise of the Warrant above the amount payable
therefor on such exercise, (b) will take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable shares of stock on the exercise of the Warrant, (c) will not
issue any capital stock of any class which is preferred as to dividends or as to
the distribution of assets upon voluntary or involuntary dissolution,
liquidation or winding up, unless the rights of the holders thereof shall be
limited to a fixed sum or percentage of par value in respect of participation in
dividends and in any such distribution of assets, and (d) will not transfer all
or substantially all of its properties and assets to any other person (corporate
or otherwise), or consolidate with or merge into any other person or permit any
such person to consolidate with or merge into the Company (if the Company is not
the surviving person), unless such other person shall expressly assume in
writing and become bound by all the terms of the Warrant.

     7. Certificate as to Adjustments. In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the Warrant, the Company's chief financial officer shall compute
such adjustment or readjustment in accordance with the terms of the Warrant and
prepare a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based,
including a statement of (a) the consideration received or receivable by the
Company for any additional shares of Common Stock (or Other Securities) issued
or sold or deemed to have been issued or sold, (b) the number of shares of
Common Stock (or Other Securities) outstanding or deemed to be outstanding, and
(c) the Purchase Price and the number of shares of Common Stock to be received
upon exercise of this Warrant, in effect immediately prior to such issue or sale
and as adjusted and readjusted as provided in this Warrant. The Company will
forthwith mail a copy of each such certificate to each holder of a Warrant, and
will, on the written request at any time of any holder of a Warrant, furnish to
such holder a like certificate setting forth the Purchase Price at the time in
effect and showing how it was calculated.

     8.   Notices of Record Date, etc. In the event of:

          (a) any taking by the Company of a record of the holders of any class
of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, or

          (b) any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any transfer of all or
substantially all the assets of the Company to or consolidation or merger of the
Company with or into any other person, or

          (c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company, or

          (d) any proposed issue or grant by the Company of any shares of stock
of any class or any other securities, or any right or option to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities (other than the issue of Common Stock on the exercise of the
Warrant),

then and in each such event the Company will mail or cause to be mailed to each
holder of a Warrant a notice specifying (i) the date on which any such record is
to be taken for the purpose of

                                       49



such dividend, distribution or right, and stating the amount and character of
such dividend, distribution or right, (ii) the date on which any such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up is to take place, and the time,
if any is to be fixed, as of which the holders of record of Common Stock (or
Other Securities) shall be entitled to exchange their shares of Common Stock (or
Other Securities) for securities or other property deliverable on such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up, and (iii) the amount and
character of any stock or other securities, or rights or options with respect
thereto, proposed to be issued or granted, the date of such proposed issue or
grant and the persons or class of persons to whom such proposed issue or grant
is to be offered or made. Such notice shall be mailed at least ten (10) days
prior to the date specified in such notice on which any such action is to be
taken.

     9. Reservation of Stock, etc. Issuable on Exercise of Warrant. The Company
will at all times reserve and keep available, solely for issuance and delivery
on the exercise of the Warrant, all shares of Common Stock (or Other Securities)
from time to time issuable on the exercise of the Warrant.

     10. Exchange of Warrant. On surrender for exchange of the Warrant, properly
endorsed, to the Company, the Company at its expense will issue and deliver to
or on the order of the holder thereof a new Warrant or Warrants of like tenor,
in the name of such holder or as such holder (on payment by such holder of any
applicable transfer taxes) may direct, calling in the aggregate on the face or
faces thereof for the number of shares of Common Stock called for on the face or
faces of the Warrant or Warrants so surrendered.

     11. Replacement of Warrant. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of any Warrant and,
in the case of any such loss, theft or destruction of any Warrant, on delivery
of an indemnity agreement or security reasonably satisfactory in form and amount
to the Company or, in the case of any such mutilation, on surrender and
cancellation of such Warrant, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

     12. Warrant Agent. The Company may, by written notice to each holder of a
Warrant, appoint an agent having an office in Boston, Massachusetts for the
purpose of issuing Common Stock (or Other Securities) on the exercise of the
Warrant pursuant to Section 1, exchanging Warrants pursuant to Section 10, and
replacing Warrants pursuant to Section 11, or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be, shall
be made at such office by such agent.

     13. Remedies. The Company stipulates that the remedies at law of the holder
of this Warrant in the event of any default or threatened default by the Company
in the performance of or compliance with any of the terms of this Warrant are
not and will not be adequate, and that such terms may be specifically enforced
by a decree for the specific performance of any agreement contained herein or by
an injunction against a violation of any of the terms hereof or otherwise.

     14. Negotiability, etc. This Warrant is issued upon the following terms, to
all of which each holder or owner hereof by the taking hereof consents and
agrees:

          (a) title to this Warrant may be transferred to any affiliate of the
holder hereof by endorsement (by the holder hereof executing the form of
assignment at the end hereof) and delivery in the same manner as in the case of
a negotiable instrument transferable by endorsement and delivery; and

          (b) any permitted transferee in possession of this Warrant properly
endorsed for transfer to such person (including endorsed in blank) is authorized
to represent himself as absolute owner hereof and is empowered to transfer
absolute title hereto by endorsement and delivery hereof to a bona fide
purchaser hereof for value; each prior taker or owner waives and

                                       50



renounces all of his equities or rights in this Warrant in favor of each such
bona fide purchaser, and each such bona fide purchaser shall acquire absolute
title hereto and to all rights represented hereby. Nothing in this paragraph (b)
shall create any liability on the part of the Company beyond any liability or
responsibility it has under law.

     15. Notices, etc. All notices and other communications from the Company to
the holder of this Warrant shall be mailed by first class registered or
certified mail, postage prepaid, at such address as may have been furnished to
the Company in writing by such holder or, until any such holder furnishes to the
Company an address, then to, and at the address of, the last holder of this
Warrant who has so furnished an address to the Company.

     16. Miscellaneous. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of the Commonwealth of Massachusetts. The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. This Warrant is being executed as an instrument
under seal. The invalidity or unenforceability of any provision hereof shall in
no way affect the validity or enforceability of any other provision.

     17. Expiration. The right to exercise this Warrant shall expire at 5:00
p.m., Boston time, on the later of (i) May 15, 2009 or (ii) at such time as all
principal and interest on the Notes are paid in full. Notwithstanding the
foregoing, this Warrant shall automatically be deemed to be exercised in full
pursuant to the provisions of Section 1.5 hereof, without any further action on
behalf of the holder, immediately prior to the time this Warrant would otherwise
expire pursuant to the preceding sentence.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       51



     IN WITNESS WHEREOF, the Company has executed this Warrant under seal as of
the first date written above.

     LIONBRIDGE TECHNOLOGIES, INC.


                                          By:
                                             -----------------------------------
                                          Name:
                                          Title:

                                       52



                              FORM OF SUBSCRIPTION
                   (To be signed only on exercise of Warrant)

Lionbridge Technologies, Inc.

     The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise this Warrant for, and to purchase thereunder,
                 shares of Common Stock of Lionbridge Technologies, Inc. and
- ----------------
herewith makes payment of $            therefor, and requests that the
                            ----------
certificates for such shares be issued in the name of, and delivered to
                                , federal taxpayer identification number
- --------------------------------
                       , whose address is
- -----------------------                   -----------------------------


Dated:                                    --------------------------------------
                                          (Signature must conform to
                                          name of holder as specified on
                                          the face of the Warrant)

                                          --------------------------------------
                                          (Address)


Signed in the presence of:


- --------------------------------

                                       53



                               FORM OF ASSIGNMENT
                   (To be signed only on transfer of Warrant)

     For value received, the undersigned hereby sells, assigns, and transfers
unto                   , federal taxpayer identification number
     ------------------
                    , whose address is                , and who is an affiliate
- --------------------                   ---------------
of the undersigned the right represented by the within Warrant to purchase
                 shares of Common Stock of Lionbridge Technologies, Inc. to
- ----------------
which the within Warrant relates, and appoints

                       Attorney to transfer such right on the books of
- ----------------------
Lionbridge Technologies, Inc. with full power of substitution in the premises.


Dated:                                    --------------------------------------
                                          (Signature must conform to
                                          name of holder as specified on
                                          the face of the Warrant)

                                          --------------------------------------
                                          (Address)


Signed in the presence of:


- --------------------------------

                                       54

EX-10.5

                                                                    Exhibit 10.5

                     LIONBRIDGE TECHNOLOGIES HOLDINGS, B.V.
                        C/o LIONBRIDGE TECHNOLOGIES, INC.
                                950 Winter Street
                                Waltham, MA 02154

                                 August 1, 2002

Morgan Stanley Venture Capital Fund II Annex, L.P. ("MSVCF")
1585 Broadway, 38th Floor
New York, New York 10036

Morgan Stanley Venture Investors Annex, L.P. ("MS")
1585 Broadway, 38th Floor
New York, New York 10036

Ladies and Gentlemen:

     You and we are parties to (a) that certain Senior Subordinated Note
Purchase Agreement by and among MSVCF, MS and Lionbridge Technologies Holdings,
B.V. (the "Company") dated as of March 9, 1999, as amended by those certain
letter agreements, dated as of August 19, 1999, March 27, 2001 and December 31,
2001, by and among the Company, Morgan Stanley Venture Capital Fund II Annex,
L.P. and Morgan Stanley Venture Investors Annex, L.P. (as amended, the "Morgan
Purchase Agreement"), (b) the 12% Senior Subordinated Note of the Company in
favor of MS, dated March 9, 1999 (the "MS Note"), and (c) the 12% Senior
Subordinated Note of the Company in favor of MSVCF, dated March 9, 1999 (the
"MSVCF Note").

     For good and valuable consideration, Lionbridge Technologies, Inc.
("Lionbridge"), the parent of the Company, the Company, MS and MSVCF hereby
agree as follows:

     The Morgan Purchase Agreement is hereby amended as follows, effective
immediately:

     (a) Section 2.06(b) thereof is deleted in its entirety, and the following
is substituted in lieu thereof:

     "(b) Required Redemptions in the Event of a Qualifying Liquidity Event. In
the event of a Qualifying Liquidity Event, the Company agrees to redeem, without
premium, (i) fifty percent (50%) of the Notes then outstanding, together with
all accrued and unpaid interest and penalties, if any, then due thereon, on the
closing of such Liquidity Event, and (ii) the remaining amount of the Notes then
outstanding, together with all accrued and unpaid interest and penalties, if
any, then due thereon, on or before July 31, 2003."

     Each of the MSVCF Note and the MS Note is hereby amended, effective
immediately by changing the payment date reflected therein to July 31, 2003.

                                       55



     In witness whereof, the parties have caused this letter agreement to be
executed as of the date first above written.

                                          Very truly yours,

                                          LIONBRIDGE TECHNOLOGIES, INC.


                                          By:
                                             -----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------


                                          LIONBRIDGE TECHNOLOGIES HOLDINGS, B.V.


                                          By:
                                             -----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------

Accepted and Agreed:

MORGAN STANLEY VENTURE CAPITAL FUND II ANNEX, L.P.

By:  Morgan Stanley Venture Partners II, L.P., its General Partner

By:  Morgan Stanley Venture Capital II, Inc., its Managing General Partner


By:
     ---------------------------------------------------------------------------


MORGAN STANLEY VENTURE INVESTORS ANNEX, L.P.

By:  Morgan Stanley Venture Partners II, L.P., its General Partner

By:  Morgan Stanley Venture Capital II, Inc., its Managing General Partner


By:
     ---------------------------------------------------------------------------

                                       56

EX-10.6

                                                                    Exhibit 10.6

                          LIONBRIDGE TECHNOLOGIES, INC.
                                950 Winter Street
                                Waltham, MA 02154

                                 August 1, 2002

Morgan Stanley Venture Capital Fund II Annex, L.P. ("MSVCF")
1585 Broadway, 38th Floor
New York, New York 10036

Morgan Stanley Venture Investors Annex, L.P. ("MS")
1585 Broadway, 38th Floor
New York, New York 10036

Ladies and Gentlemen:

     You and we are parties to (a) that certain Senior Subordinated Note
Purchase Agreement by and among MS, MSVCF and Lionbridge Technologies, Inc.
(formerly known as Lionbridge Technologies Holdings, Inc.) (the "Company") dated
as of March 9, 1999, as amended by those certain letter agreements, dated as of
August 19, 1999, March 27, 2001 and December 31, 2001, by and among the Company,
MS and MSVCF. (as amended, the "Morgan Purchase Agreement"), (b) the 12% Senior
Subordinated Note of the Company in favor of MS, dated March 9, 1999 (the "MS
Note"), and (c) the 12% Senior Subordinated Note of the Company in favor of
MSVCF, dated March 9, 1999 (the "MSVCF Note").

     For good and valuable consideration, the Company, MS and MSVCF hereby agree
as follows:

     The Morgan Purchase Agreement is hereby amended as follows, effective
immediately:

     (a) Section 2.06(b) thereof is deleted in its entirety, and the following
is substituted in lieu thereof:

     "(b) Required Redemptions in the Event of a Qualifying Liquidity Event. In
the event of a Qualifying Liquidity Event, the Company agrees to redeem, without
premium, (i) fifty percent (50%) of the Notes then outstanding, together with
all accrued and unpaid interest and penalties, if any, then due thereon, on the
closing of such Liquidity Event, and (ii) the remaining amount of the Notes then
outstanding, together with all accrued and unpaid interest and penalties, if
any, then due thereon, on or before July 31, 2003."

     Each of the MSVCF Note and the MS Note is hereby amended effective
immediately by changing the payment date reflected therein to July 31, 2003.

     In consideration of the foregoing the Company hereby agrees that on the
date hereof, the Company shall (i) issue a warrant to MS exercisable for up to
6,095 shares of common stock of the Company; and (ii) issue a warrant to MSVCF
exercisable for up to 44,517 shares of common stock of the Company.

                  [Remainder of Page Intentionally Left Blank]

                                       57



     In witness whereof, the parties have caused this letter agreement to be
executed as of the date first above written.

                                          Very truly yours,

                                          LIONBRIDGE TECHNOLOGIES, INC.


                                          By:
                                             -----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------

Accepted and Agreed:

MORGAN STANLEY VENTURE CAPITAL FUND II ANNEX, L.P.

By: Morgan Stanley Venture Partners II, L.P., its General Partner

By: Morgan Stanley Venture Capital II, Inc., its Managing General Partner


By:
    ---------------------------------------------------------------------


MORGAN STANLEY VENTURE INVESTORS ANNEX, L.P.

By: Morgan Stanley Venture Partners II, L.P., its General Partner

By: Morgan Stanley Venture Capital II, Inc., its Managing General Partner


By:
     --------------------------------------------------------------------

                                       58

EX-10.7

                                                                    Exhibit 10.7

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS
OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS
THEREFROM.

No. W-                                               Right to Purchase Shares of
                                                      Common Stock of Lionbridge
                                                              Technologies, Inc.

                          Lionbridge Technologies, Inc.
                          COMMON STOCK PURCHASE WARRANT

                                                                  August 1, 2002

     Lionbridge Technologies, Inc., a Delaware corporation (the "Company"),
hereby certifies that, for value received, Morgan Stanley Venture Capital Fund
II Annex, L.P., a Delaware limited partnership ("MS"), or assigns, is entitled,
subject to the terms set forth below, to purchase from the Company at any time
or from time to time before 5:00 p.m., Boston time, on July 31, 2009, or such
later time as may be specified in Section 17 hereof, up to 44,517 fully paid and
nonassessable shares of Common Stock, par value $.01 per share, of the Company
as is equal to the Warrant Number (as hereinafter defined), at a purchase price
per share equal to $1.69 (the "Purchase Price"). The Warrant Number, the
character of such shares of Common Stock and the Purchase Price are subject to
adjustment as provided herein.

     This Common Stock Purchase Warrant (this "Warrant") is issued by the
Company to MS in connection with MS agreeing to extend the term of that certain
note, dated as of March 9, 1999, issued by Lionbridge Technologies, Inc.
(formerly known as Lionbridge Technologies Holdings, Inc.) in favor of MS and
that certain note, dated as of March 9, 1999, issued by Lionbridge Technologies
Holdings, B.V. in favor of MS (collectively, the "Notes").

     As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

     (a) The term "Company" shall include Lionbridge Technologies, Inc. and any
corporation which shall succeed to, or assume the obligations of, the Company
hereunder.

     (b) The term "Common Stock" includes (i) the Company's Common Stock, par
value $.01 per share, as authorized on the date of the Agreement, (ii) any other
capital stock of any class or classes (however designated) of the Company,
authorized on or after such date, the holders of which shall have the right,
without limitation as to amount per share, either to all or to a share of the
balance of current dividends and liquidating distributions after the payment of
dividends and distributions on any shares entitled to preference in the payment
thereof, and the holders of which shall ordinarily, in the absence of
contingencies, be entitled to vote for the election of a majority of directors
of the Company (even though the right so to vote may be have been suspended by
the happening of such a contingency), and (iii) any other securities into which
or for which any of the securities described in clause (i) or (ii) above may be
converted or exchanged pursuant to a plan of recapitalization, reorganization,
merger, sale of assets or otherwise.

                                       59



     (c) The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the holder of the Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 5 or otherwise.

     1. Exercise of Warrant.

          1.1 Vesting of Warrant. This Warrant is immediately exercisable for an
aggregate of 11,117 shares of Common Stock and on each three month anniversary
of May 31, 2002 (the "Vesting Trigger Date") shall be exercisable for an
additional number of shares of Common Stock equal to the product of A multiplied
by B divided by C, where (A) is 1,336, (B) is the aggregate principal amount of
the Notes outstanding on such three month anniversary of the Vesting Trigger
Date, and (C) is $200,000

          1.2 Exercise. This Warrant may be exercised in part at any time before
its expiration up to the number of shares of Common Stock then vested by
surrender of this Warrant, with the form of subscription at the end hereof duly
executed by such holder, to the Company at its principal office, accompanied by
payment, in cash or by certified or official bank check payable to the order of
the Company, in the amount obtained by multiplying the number of vested shares
of Common Stock for which this Warrant is then being exercised by the Purchase
Price then in effect. On any partial exercise the Company at its expense will
forthwith issue and deliver to or upon the order of the holder hereof a new
Warrant or Warrants of like tenor, in the name of the holder hereof or as such
holder (upon payment by such holder of any applicable transfer taxes) may
request, calling in the aggregate on the face or faces thereof for the number of
shares of Common Stock for which such Warrant or Warrants may still be
exercised.

          1.3 Payment by Surrender of Notes. Notwithstanding the payment
provisions of subsection 1.2, all or part of the payment due upon exercise of
this Warrant may be made by the surrender or partial surrender by such holder to
the Company of the Notes and the Notes so surrendered shall be credited against
such payment in an amount equal to the principal amount thereof plus premium (if
any) and accrued interest to the date of surrender.

          1.4 Company Acknowledgment. The Company will, at the time of the
exercise of this Warrant, upon the request of the holder hereof acknowledge in
writing its continuing obligation to afford to such holder any rights to which
such holder shall continue to be entitled after such exercise in accordance with
the provisions of this Warrant. If the holder shall fail to make any such
request, such failure shall not affect the continuing obligation of the Company
to afford to such holder any such rights.

          1.5 Net Issue Election. With respect to the number of shares of Common
Stock then vested, the holder may elect to receive, without the payment by the
holder of any additional consideration, shares equal to the value of this
Warrant or any portion hereof by the surrender of this Warrant or such portion
to the Company, with the net issue election notice annexed hereto duly executed,
at the office of the Company. Thereupon, the Company shall issue to the holder
such number of fully paid and nonassessable shares of Common Stock as is
computed using the following formula:

                                   X = Y (A-B)/ A

where X = the number of shares to be issued to the holder pursuant to this
          Section 1.5.

                                       60



      Y = the number of vested shares covered by this Warrant in respect of
          which the net issue election is made pursuant to this Section 1.5.

      A = the fair market value of one share of Common Stock, as determined in
          accordance with the provisions of this Section 1.5.

      B = the Purchase Price in effect under this Warrant at the time the net
          issue election is made pursuant to this Section 1.5.

For purposes of this Section 1.5, the "fair market value" per share of the
Company's Common Stock shall mean:

          (a)  If the Common Stock is traded on a national securities exchange
               or admitted to unlisted trading privileges on such an exchange,
               or is listed on the National Market (the "National Market") of
               the National Association of Securities Dealers Automated
               Quotations System ("NASDAQ"), the fair market value shall be the
               last reported sale price of the Common Stock on such exchange or
               on the National Market on the last business day before the
               effective date of exercise of the net issue election or if no
               such sale is made on such day, the mean of the closing bid and
               asked prices for such day on such exchange or on the National
               Market;

          (b)  If the Common Stock is not so listed or admitted to unlisted
               trading privileges, the fair market value shall be the mean of
               the last bid and asked prices reported on the last business day
               before the date of the election (1) by the NASDAQ or (2) if
               reports are unavailable under clause (1) above by the National
               Quotation Bureau Incorporated; and

          (c)  If the Common Stock is not so listed or admitted to unlisted
               trading privileges and bid and ask prices are not reported, the
               fair market value shall be the price per share which the Company
               could obtain from a willing buyer for shares sold by the Company
               from authorized but unissued shares, as such price shall be
               determined by mutual agreement of the Company and the holder of
               this Warrant. If the holder of this Warrant and the Company are
               unable to agree on such fair market value, the holder of this
               Warrant shall select a pool of three independent and
               nationally-recognized investment banking or accounting firms from
               which the Company shall select one such firm to appraise the fair
               market value of the Warrant and to perform the computations
               involved. The determination of such investment banking firm shall
               be binding upon the Company, the holder of this Warrant and any
               other holder of Warrants or Warrant Shares in connection with any
               transaction occurring at the time of such determination. All
               expenses of such investment banking firm shall be borne equally
               by the holder of this Warrant and the Company.

     2. Delivery of Stock Certificates, etc. on Exercise. As soon as practicable
after the exercise of this Warrant in full or in part, and in any event within
ten (10) days thereafter unless a determination of fair market value per share
of Common Stock is required pursuant to Section 1.5 above, the Company at its
expense (including the payment by it of any applicable issue taxes) will cause
to be issued in the name of and delivered to the holder hereof, or any affiliate
of such holder as such holder (upon payment by such holder of any applicable
transfer taxes) may direct, a certificate or certificates for the number of
fully paid and nonassessable shares of Common Stock (or Other Securities) to
which such holder shall be entitled on such exercise, plus, in lieu of any
fractional share to which such holder would otherwise be entitled, cash equal to
such fraction multiplied by the then current market value of one full share,
together with any other stock or other

                                       61



securities and property (including cash, where applicable) to which such holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

     3. Adjustment for Dividends in Other Stock, Property, etc.;
Reclassification, etc. In case at any time or from time to time, the holders of
Common Stock (or Other Securities) in their capacity as such shall have
received, or (on or after the record date fixed for the determination of
shareholders eligible to receive) shall have become entitled to receive, without
payment therefor,

          (a) other or additional stock or other securities or property (other
than cash) by way of dividend, or

          (b) any cash (excluding cash dividends payable solely out of earnings
or earned surplus of the Company), or

          (c) other or additional stock or other securities or property
(including cash) by way of spin-off, split-up, reclassification,
recapitalization, combination of shares or similar corporate rearrangement,

other than additional shares of Common Stock (or Other Securities) issued as a
stock dividend or in a stock-split (adjustments in respect of which are provided
for in Section 5), then and in each such case the holder of this Warrant, on the
exercise hereof as provided in Section 1, shall be entitled to receive the
amount of stock and other securities and property (including cash in the cases
referred to in subdivisions (b) and (c) of this Section 3) which such holder
would hold on the date of such exercise if on the date hereof he had been the
holder of record of the number of shares of Common Stock called for on the face
of this Warrant and had thereafter during the period from the date hereof to and
including the date of such exercise, retained such shares and all such other or
additional stock and other securities and property (including cash in the cases
referred to in subdivisions (b) and (c) of this Section 3) receivable by him as
aforesaid during such period, giving effect to all adjustments called for during
such period by Sections 4 and 5.

     4. Adjustment for Reorganization, Consolidation, Merger, etc.

          4.1 Reorganization, Consolidation, Merger, etc. In case at any time or
from time to time, the Company shall (a) effect a reorganization, (b)
consolidate with or merge into any other person, or (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement contemplating the dissolution of the Company, then, in each such
case, the holder of this Warrant, on the exercise hereof as provided in Section
1 at any time after the consummation of such reorganization, consolidation or
merger or the effective date of such dissolution, as the case may be, shall
receive, in lieu of the Common Stock (or Other Securities) issuable on such
exercise prior to such consummation or such effective date, the stock and other
securities and property (including cash) to which such holder would have been
entitled upon such consummation or in connection with such dissolution, as the
case may be, if such holder had so exercised this Warrant, immediately prior
thereto, all subject to further adjustment thereafter as provided in Sections 3
and 5.

          4.2 Continuation of Terms. Upon any reorganization, consolidation,
merger or transfer (and any dissolution following any transfer) referred to in
this Section 4, this Warrant shall continue in full force and effect, subject to
expiration in accordance with Section 17 hereof, and the terms hereof shall be
applicable to the shares of stock and other securities and property receivable
on the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such
transfer, as the case may be, and shall be binding upon the issuer of any such
stock or other securities, including, in the case of any such transfer, the
person acquiring all or substantially all of the properties or assets of the
Company, whether or not such person shall have expressly assumed the terms of
this Warrant.

                                       62



     5. Adjustments for Certain Events.

          5.1 Certain Dividends and Distributions. In the event the Company at
any time or from time to time after the date hereof shall make or issue, or fix
a record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in additional shares of Common
Stock, then and in each such event the Purchase Price then in effect immediately
before such event shall be decreased as of the time of such issuance or, in the
event such a record date shall have been fixed, as of the close of business on
such record date, by multiplying the Purchase Price then in effect by a
fraction:

               (5)  the numerator of which shall be the total number of shares
                    of Common Stock issued and outstanding immediately prior to
                    the time of such issuance or the close of business on such
                    record date, and

               (6)  the denominator of which shall be the total number of shares
                    of Common Stock shares issued and outstanding immediately
                    prior to the time of such issuance or the close of business
                    on such record date plus the number of shares of Common
                    Stock issuable in payment of such dividend or distribution;

provided, however, that if such record date shall have been fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Purchase Price shall be recomputed accordingly as of the
close of business on such record date and thereafter the Purchase Price shall be
adjusted pursuant to this paragraph as of the time of actual payment of such
dividends or distributions.

Upon each such adjustment of the Purchase Price, the holder of this Warrant
shall thereafter be entitled to purchase, at the Purchase Price resulting from
such adjustment, the number of shares obtained by multiplying the Purchase Price
in effect immediately prior to such adjustment by the number of shares
purchasable pursuant hereto immediately prior to such adjustment and dividing
the product thereof by the Purchase Price resulting from such adjustment.

          5.2 Stock Splits and Reverse Splits. In the event that the Company
shall at any time subdivide its outstanding shares of Common Stock into a
greater number of shares, the Purchase Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of Warrant Shares
purchasable pursuant to this Warrant immediately prior to such subdivision shall
be proportionately increased, and conversely, in the event that the outstanding
shares of Common Stock of the Company shall at any time be combined into a
smaller number of shares, the Purchase Price in effect immediately prior to such
combination shall be proportionately increased and the number of Warrant Shares
purchasable upon the exercise of this Warrant immediately prior to such
combination shall be proportionately reduced. Except as provided in this
subsection 5.2, no adjustment in the Purchase Price and no change in the number
of Warrant Shares purchasable shall be made under this Section 5 as a result of
or by reason of any such subdivision or combination.

          5.3 Record Date as Date of Issuance or Sale. In the event that at any
time the Company shall take a record of the holders of its Common Stock for the
purpose of entitling them (i) to receive a dividend or other distribution
payable in Common Stock, or (ii) to subscribe for or purchase Common Stock, then
such record date shall be deemed to be the date of the issue or sale of the
shares of Common Stock deemed to have been issued or sold upon the declaration
of such dividend or the making of such other distribution or the date of the
granting of such right of subscription or purchase, as the case may be.

     6. No Dilution or Impairment. The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger,

                                       63



dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of the Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the holders of the Warrant against dilution or other
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value or stated value of any shares of stock
receivable on the exercise of the Warrant above the amount payable therefor on
such stock receivable on the exercise of the Warrant above the amount payable
therefor on such exercise, (b) will take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable shares of stock on the exercise of the Warrant, (c) will not
issue any capital stock of any class which is preferred as to dividends or as to
the distribution of assets upon voluntary or involuntary dissolution,
liquidation or winding up, unless the rights of the holders thereof shall be
limited to a fixed sum or percentage of par value in respect of participation in
dividends and in any such distribution of assets, and (d) will not transfer all
or substantially all of its properties and assets to any other person (corporate
or otherwise), or consolidate with or merge into any other person or permit any
such person to consolidate with or merge into the Company (if the Company is not
the surviving person), unless such other person shall expressly assume in
writing and become bound by all the terms of the Warrant.

     7. Certificate as to Adjustments. In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the Warrant, the Company's chief financial officer shall compute
such adjustment or readjustment in accordance with the terms of the Warrant and
prepare a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based,
including a statement of (a) the consideration received or receivable by the
Company for any additional shares of Common Stock (or Other Securities) issued
or sold or deemed to have been issued or sold, (b) the number of shares of
Common Stock (or Other Securities) outstanding or deemed to be outstanding, and
(c) the Purchase Price and the number of shares of Common Stock to be received
upon exercise of this Warrant, in effect immediately prior to such issue or sale
and as adjusted and readjusted as provided in this Warrant. The Company will
forthwith mail a copy of each such certificate to each holder of a Warrant, and
will, on the written request at any time of any holder of a Warrant, furnish to
such holder a like certificate setting forth the Purchase Price at the time in
effect and showing how it was calculated.

     8. Notices of Record Date, etc. In the event of:

          (a) any taking by the Company of a record of the holders of any class
of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, or

          (b) any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any transfer of all or
substantially all the assets of the Company to or consolidation or merger of the
Company with or into any other person, or

          (c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company, or

          (d) any proposed issue or grant by the Company of any shares of stock
of any class or any other securities, or any right or option to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities (other than the issue of Common Stock on the exercise of the
Warrant),

then and in each such event the Company will mail or cause to be mailed to each
holder of a Warrant a notice specifying (i) the date on which any such record is
to be taken for the purpose of

                                       64



such dividend, distribution or right, and stating the amount and character of
such dividend, distribution or right, (ii) the date on which any such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up is to take place, and the time,
if any is to be fixed, as of which the holders of record of Common Stock (or
Other Securities) shall be entitled to exchange their shares of Common Stock (or
Other Securities) for securities or other property deliverable on such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up, and (iii) the amount and
character of any stock or other securities, or rights or options with respect
thereto, proposed to be issued or granted, the date of such proposed issue or
grant and the persons or class of persons to whom such proposed issue or grant
is to be offered or made. Such notice shall be mailed at least ten (10) days
prior to the date specified in such notice on which any such action is to be
taken.

     9. Reservation of Stock, etc. Issuable on Exercise of Warrant. The Company
will at all times reserve and keep available, solely for issuance and delivery
on the exercise of the Warrant, all shares of Common Stock (or Other Securities)
from time to time issuable on the exercise of the Warrant.

     10. Exchange of Warrant. On surrender for exchange of the Warrant, properly
endorsed, to the Company, the Company at its expense will issue and deliver to
or on the order of the holder thereof a new Warrant or Warrants of like tenor,
in the name of such holder or as such holder (on payment by such holder of any
applicable transfer taxes) may direct, calling in the aggregate on the face or
faces thereof for the number of shares of Common Stock called for on the face or
faces of the Warrant or Warrants so surrendered.

     11. Replacement of Warrant. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of any Warrant and,
in the case of any such loss, theft or destruction of any Warrant, on delivery
of an indemnity agreement or security reasonably satisfactory in form and amount
to the Company or, in the case of any such mutilation, on surrender and
cancellation of such Warrant, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

     12. Warrant Agent. The Company may, by written notice to each holder of a
Warrant, appoint an agent having an office in Boston, Massachusetts for the
purpose of issuing Common Stock (or Other Securities) on the exercise of the
Warrant pursuant to Section 1, exchanging Warrants pursuant to Section 10, and
replacing Warrants pursuant to Section 11, or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be, shall
be made at such office by such agent.

     13. Remedies. The Company stipulates that the remedies at law of the holder
of this Warrant in the event of any default or threatened default by the Company
in the performance of or compliance with any of the terms of this Warrant are
not and will not be adequate, and that such terms may be specifically enforced
by a decree for the specific performance of any agreement contained herein or by
an injunction against a violation of any of the terms hereof or otherwise.

     14. Negotiability, etc. This Warrant is issued upon the following terms, to
all of which each holder or owner hereof by the taking hereof consents and
agrees:

          (a) title to this Warrant may be transferred to any affiliate of the
holder hereof by endorsement (by the holder hereof executing the form of
assignment at the end hereof) and delivery in the same manner as in the case of
a negotiable instrument transferable by endorsement and delivery; and

          (b) any permitted transferee in possession of this Warrant properly
endorsed for transfer to such person (including endorsed in blank) is authorized
to represent himself as absolute owner hereof and is empowered to transfer
absolute title hereto by endorsement and delivery hereof to a bona fide
purchaser hereof for value; each prior taker or owner waives and

                                       65



renounces all of his equities or rights in this Warrant in favor of each such
bona fide purchaser, and each such bona fide purchaser shall acquire absolute
title hereto and to all rights represented hereby. Nothing in this paragraph (b)
shall create any liability on the part of the Company beyond any liability or
responsibility it has under law.

     15. Notices, etc. All notices and other communications from the Company to
the holder of this Warrant shall be mailed by first class registered or
certified mail, postage prepaid, at such address as may have been furnished to
the Company in writing by such holder or, until any such holder furnishes to the
Company an address, then to, and at the address of, the last holder of this
Warrant who has so furnished an address to the Company.

     16. Miscellaneous. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of the Commonwealth of Massachusetts. The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. This Warrant is being executed as an instrument
under seal. The invalidity or unenforceability of any provision hereof shall in
no way affect the validity or enforceability of any other provision.

     17. Expiration. The right to exercise this Warrant shall expire at 5:00
p.m., Boston time, on the later of (i) July 31, 2009 or (ii) at such time as all
principal and interest on the Notes are paid in full. Notwithstanding the
foregoing, this Warrant shall automatically be deemed to be exercised in full
pursuant to the provisions of Section 1.5 hereof, without any further action on
behalf of the holder, immediately prior to the time this Warrant would otherwise
expire pursuant to the preceding sentence.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       66



     IN WITNESS WHEREOF, the Company has executed this Warrant under seal as of
the first date written above.

          LIONBRIDGE TECHNOLOGIES, INC.


                                          By:
                                             -----------------------------------
                                          Name:
                                          Title:

                                       67



                              FORM OF SUBSCRIPTION
                   (To be signed only on exercise of Warrant)

Lionbridge Technologies, Inc.

     The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise this Warrant for, and to purchase thereunder,
                shares of Common Stock of Lionbridge Technologies, Inc. and
- ---------------
herewith makes payment of $            therefor, and requests that the
                            ----------
certificates for such shares be issued in the name of, and delivered to
                                , federal taxpayer identification number
- --------------------------------
                       , whose address is
- -----------------------                   -----------------------------


Dated:                                    --------------------------------------
                                          (Signature must conform to
                                           name of holder as specified on
                                           the face of the Warrant)

                                          --------------------------------------
                                          (Address)


Signed in the presence of:


- --------------------------

                                       68



                               FORM OF ASSIGNMENT
                   (To be signed only on transfer of Warrant)

     For value received, the undersigned hereby sells, assigns, and transfers
unto                   , federal taxpayer identification number
     ------------------
                    , whose address is                , and who is an affiliate
- --------------------                   ---------------
of the undersigned the right represented by the within Warrant to purchase
                 shares of Common Stock of Lionbridge Technologies, Inc. to
- ----------------
which the within Warrant relates, and appoints

                       Attorney to transfer such right on the books of
- ----------------------
Lionbridge Technologies, Inc. with full power of substitution in the premises.


Dated:                                    --------------------------------------
                                          (Signature must conform to
                                          name of holder as specified on
                                          the face of the Warrant)

                                          --------------------------------------
                                          (Address)


Signed in the presence of:


- --------------------------

                                       69

EX-10.8

                                                                    Exhibit 10.8

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS
OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS
THEREFROM.

No. W-                                               Right to Purchase Shares of
                                                      Common Stock of Lionbridge
                                                              Technologies, Inc.

                          Lionbridge Technologies, Inc.
                          COMMON STOCK PURCHASE WARRANT

                                                                  August 1, 2002

     Lionbridge Technologies, Inc., a Delaware corporation (the "Company"),
hereby certifies that, for value received, Morgan Stanley Venture Investors
Annex, L.P., a Delaware limited partnership ("MSVI"), or assigns, is entitled,
subject to the terms set forth below, to purchase from the Company at any time
or from time to time before 5:00 p.m., Boston time, on July 31, 2009, or such
later time as may be specified in Section 17 hereof, up to 6,095 fully paid and
nonassessable shares of Common Stock, par value $.01 per share, of the Company
as is equal to the Warrant Number (as hereinafter defined), at a purchase price
per share equal to $1.69 (the "Purchase Price"). The Warrant Number, the
character of such shares of Common Stock and the Purchase Price are subject to
adjustment as provided herein.

     This Common Stock Purchase Warrant (this "Warrant") is issued by the
Company to MSVI in connection with MSVI agreeing to extend the term of that
certain note, dated as of March 9, 1999, issued by Lionbridge Technologies, Inc.
(formerly known as Lionbridge Technologies Holdings, Inc.) in favor of MSVI and
that certain note, dated as of March 9, 1999, issued by Lionbridge Technologies
Holdings, B.V. in favor of MSVI (collectively, the "Notes").

     As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

     (a) The term "Company" shall include Lionbridge Technologies, Inc. and any
corporation which shall succeed to, or assume the obligations of, the Company
hereunder.

     (b) The term "Common Stock" includes (i) the Company's Common Stock, par
value $.01 per share, as authorized on the date of the Agreement, (ii) any other
capital stock of any class or classes (however designated) of the Company,
authorized on or after such date, the holders of which shall have the right,
without limitation as to amount per share, either to all or to a share of the
balance of current dividends and liquidating distributions after the payment of
dividends and distributions on any shares entitled to preference in the payment
thereof, and the holders of which shall ordinarily, in the absence of
contingencies, be entitled to vote for the election of a majority of directors
of the Company (even though the right so to vote may be have been suspended by
the happening of such a contingency), and (iii) any other securities into which
or for which any of the securities described in clause (i) or (ii) above may be
converted or

                                       70



exchanged pursuant to a plan of recapitalization, reorganization, merger, sale
of assets or otherwise.

     (c) The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the holder of the Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 5 or otherwise.

     1. Exercise of Warrant.

          1.1 Vesting of Warrant. This Warrant is immediately exercisable for an
aggregate of 1,520 shares of Common Stock and on each three month anniversary of
the date hereof shall be exercisable for an additional number of shares of
Common Stock equal to the product of A multiplied by B divided by C, where (A)
is 183, (B) is the aggregate principal amount of the Notes outstanding on such
three month anniversary, and (C) is $200,000.

          1.2 Exercise. This Warrant may be exercised in part at any time before
its expiration up to the number of shares of Common Stock then vested by
surrender of this Warrant, with the form of subscription at the end hereof duly
executed by such holder, to the Company at its principal office, accompanied by
payment, in cash or by certified or official bank check payable to the order of
the Company, in the amount obtained by multiplying the number of vested shares
of Common Stock for which this Warrant is then being exercised by the Purchase
Price then in effect. On any partial exercise the Company at its expense will
forthwith issue and deliver to or upon the order of the holder hereof a new
Warrant or Warrants of like tenor, in the name of the holder hereof or as such
holder (upon payment by such holder of any applicable transfer taxes) may
request, calling in the aggregate on the face or faces thereof for the number of
shares of Common Stock for which such Warrant or Warrants may still be
exercised.

          1.3 Payment by Surrender of Notes. Notwithstanding the payment
provisions of subsection 1.2, all or part of the payment due upon exercise of
this Warrant may be made by the surrender or partial surrender by such holder to
the Company of the Notes and the Notes so surrendered shall be credited against
such payment in an amount equal to the principal amount thereof plus premium (if
any) and accrued interest to the date of surrender.

          1.4 Company Acknowledgment. The Company will, at the time of the
exercise of this Warrant, upon the request of the holder hereof acknowledge in
writing its continuing obligation to afford to such holder any rights to which
such holder shall continue to be entitled after such exercise in accordance with
the provisions of this Warrant. If the holder shall fail to make any such
request, such failure shall not affect the continuing obligation of the Company
to afford to such holder any such rights.

          1.5 Net Issue Election. With respect to the number of shares of Common
Stock then vested, the holder may elect to receive, without the payment by the
holder of any additional consideration, shares equal to the value of this
Warrant or any portion hereof by the surrender of this Warrant or such portion
to the Company, with the net issue election notice annexed hereto duly executed,
at the office of the Company. Thereupon, the Company shall issue to the holder
such number of fully paid and nonassessable shares of Common Stock as is
computed using the following formula:

                                   X = Y (A-B)/A

where X=  the number of shares to be issued to the holder pursuant to this
          Section 1.5.

                                       71



      Y=  the number of vested shares covered by this Warrant in respect of
          which the net issue election is made pursuant to this Section 1.5.

      A=  the fair market value of one share of Common Stock, as determined in
          accordance with the provisions of this Section 1.5.

      B=  the Purchase Price in effect under this Warrant at the time the net
          issue election is made pursuant to this Section 1.5.

For purposes of this Section 1.5, the "fair market value" per share of the
Company's Common Stock shall mean:

          (a)  If the Common Stock is traded on a national securities exchange
               or admitted to unlisted trading privileges on such an exchange,
               or is listed on the National Market (the "National Market") of
               the National Association of Securities Dealers Automated
               Quotations System ("NASDAQ"), the fair market value shall be the
               last reported sale price of the Common Stock on such exchange or
               on the National Market on the last business day before the
               effective date of exercise of the net issue election or if no
               such sale is made on such day, the mean of the closing bid and
               asked prices for such day on such exchange or on the National
               Market;

          (b)  If the Common Stock is not so listed or admitted to unlisted
               trading privileges, the fair market value shall be the mean of
               the last bid and asked prices reported on the last business day
               before the date of the election (1) by the NASDAQ or (2) if
               reports are unavailable under clause (1) above by the National
               Quotation Bureau Incorporated; and

          (c)  If the Common Stock is not so listed or admitted to unlisted
               trading privileges and bid and ask prices are not reported, the
               fair market value shall be the price per share which the Company
               could obtain from a willing buyer for shares sold by the Company
               from authorized but unissued shares, as such price shall be
               determined by mutual agreement of the Company and the holder of
               this Warrant. If the holder of this Warrant and the Company are
               unable to agree on such fair market value, the holder of this
               Warrant shall select a pool of three independent and
               nationally-recognized investment banking or accounting firms from
               which the Company shall select one such firm to appraise the fair
               market value of the Warrant and to perform the computations
               involved. The determination of such investment banking firm shall
               be binding upon the Company, the holder of this Warrant and any
               other holder of Warrants or Warrant Shares in connection with any
               transaction occurring at the time of such determination. All
               expenses of such investment banking firm shall be borne equally
               by the holder of this Warrant and the Company.

     2. Delivery of Stock Certificates, etc. on Exercise. As soon as practicable
after the exercise of this Warrant in full or in part, and in any event within
ten (10) days thereafter unless a determination of fair market value per share
of Common Stock is required pursuant to Section 1.5 above, the Company at its
expense (including the payment by it of any applicable issue taxes) will cause
to be issued in the name of and delivered to the holder hereof, or any affiliate
of such holder as such holder (upon payment by such holder of any applicable
transfer taxes) may direct, a certificate or certificates for the number of
fully paid and nonassessable shares of Common Stock (or Other Securities) to
which such holder shall be entitled on such exercise, plus, in lieu of any
fractional share to which such holder would otherwise be entitled, cash equal to
such fraction multiplied by the then current market value of one full share,
together with any other stock or other

                                       72



securities and property (including cash, where applicable) to which such holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

     3. Adjustment for Dividends in Other Stock, Property, etc.;
Reclassification, etc. In case at any time or from time to time, the holders of
Common Stock (or Other Securities) in their capacity as such shall have
received, or (on or after the record date fixed for the determination of
shareholders eligible to receive) shall have become entitled to receive, without
payment therefor,

          (a) other or additional stock or other securities or property (other
than cash) by way of dividend, or

          (b) any cash (excluding cash dividends payable solely out of earnings
or earned surplus of the Company), or

          (c) other or additional stock or other securities or property
(including cash) by way of spin-off, split-up, reclassification,
recapitalization, combination of shares or similar corporate rearrangement,

other than additional shares of Common Stock (or Other Securities) issued as a
stock dividend or in a stock-split (adjustments in respect of which are provided
for in Section 5), then and in each such case the holder of this Warrant, on the
exercise hereof as provided in Section 1, shall be entitled to receive the
amount of stock and other securities and property (including cash in the cases
referred to in subdivisions (b) and (c) of this Section 3) which such holder
would hold on the date of such exercise if on the date hereof he had been the
holder of record of the number of shares of Common Stock called for on the face
of this Warrant and had thereafter during the period from the date hereof to and
including the date of such exercise, retained such shares and all such other or
additional stock and other securities and property (including cash in the cases
referred to in subdivisions (b) and (c) of this Section 3) receivable by him as
aforesaid during such period, giving effect to all adjustments called for during
such period by Sections 4 and 5.

     4. Adjustment for Reorganization, Consolidation, Merger, etc.

          4.1 Reorganization, Consolidation, Merger, etc. In case at any time or
from time to time, the Company shall (a) effect a reorganization, (b)
consolidate with or merge into any other person, or (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement contemplating the dissolution of the Company, then, in each such
case, the holder of this Warrant, on the exercise hereof as provided in Section
1 at any time after the consummation of such reorganization, consolidation or
merger or the effective date of such dissolution, as the case may be, shall
receive, in lieu of the Common Stock (or Other Securities) issuable on such
exercise prior to such consummation or such effective date, the stock and other
securities and property (including cash) to which such holder would have been
entitled upon such consummation or in connection with such dissolution, as the
case may be, if such holder had so exercised this Warrant, immediately prior
thereto, all subject to further adjustment thereafter as provided in Sections 3
and 5.

          4.2 Continuation of Terms. Upon any reorganization, consolidation,
merger or transfer (and any dissolution following any transfer) referred to in
this Section 4, this Warrant shall continue in full force and effect, subject to
expiration in accordance with Section 17 hereof, and the terms hereof shall be
applicable to the shares of stock and other securities and property receivable
on the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such
transfer, as the case may be, and shall be binding upon the issuer of any such
stock or other securities, including, in the case of any such transfer, the
person acquiring all or substantially all of the properties or assets of the
Company, whether or not such person shall have expressly assumed the terms of
this Warrant.

                                       73



     5.Adjustments for Certain Events.

          5.1 Certain Dividends and Distributions. In the event the Company at
any time or from time to time after the date hereof shall make or issue, or fix
a record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in additional shares of Common
Stock, then and in each such event the Purchase Price then in effect immediately
before such event shall be decreased as of the time of such issuance or, in the
event such a record date shall have been fixed, as of the close of business on
such record date, by multiplying the Purchase Price then in effect by a
fraction:

               (7)  the numerator of which shall be the total number of shares
                    of Common Stock issued and outstanding immediately prior to
                    the time of such issuance or the close of business on such
                    record date, and

               (8)  the denominator of which shall be the total number of shares
                    of Common Stock shares issued and outstanding immediately
                    prior to the time of such issuance or the close of business
                    on such record date plus the number of shares of Common
                    Stock issuable in payment of such dividend or distribution;

provided, however, that if such record date shall have been fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Purchase Price shall be recomputed accordingly as of the
close of business on such record date and thereafter the Purchase Price shall be
adjusted pursuant to this paragraph as of the time of actual payment of such
dividends or distributions.

Upon each such adjustment of the Purchase Price, the holder of this Warrant
shall thereafter be entitled to purchase, at the Purchase Price resulting from
such adjustment, the number of shares obtained by multiplying the Purchase Price
in effect immediately prior to such adjustment by the number of shares
purchasable pursuant hereto immediately prior to such adjustment and dividing
the product thereof by the Purchase Price resulting from such adjustment.

          5.2 Stock Splits and Reverse Splits. In the event that the Company
shall at any time subdivide its outstanding shares of Common Stock into a
greater number of shares, the Purchase Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of Warrant Shares
purchasable pursuant to this Warrant immediately prior to such subdivision shall
be proportionately increased, and conversely, in the event that the outstanding
shares of Common Stock of the Company shall at any time be combined into a
smaller number of shares, the Purchase Price in effect immediately prior to such
combination shall be proportionately increased and the number of Warrant Shares
purchasable upon the exercise of this Warrant immediately prior to such
combination shall be proportionately reduced. Except as provided in this
subsection 5.2, no adjustment in the Purchase Price and no change in the number
of Warrant Shares purchasable shall be made under this Section 5 as a result of
or by reason of any such subdivision or combination.

          5.3 Record Date as Date of Issuance or Sale. In the event that at any
time the Company shall take a record of the holders of its Common Stock for the
purpose of entitling them (i) to receive a dividend or other distribution
payable in Common Stock, or (ii) to subscribe for or purchase Common Stock, then
such record date shall be deemed to be the date of the issue or sale of the
shares of Common Stock deemed to have been issued or sold upon the declaration
of such dividend or the making of such other distribution or the date of the
granting of such right of subscription or purchase, as the case may be.

     6.No Dilution or Impairment. The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger,

                                       74



dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of the Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the holders of the Warrant against dilution or other
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value or stated value of any shares of stock
receivable on the exercise of the Warrant above the amount payable therefor on
such stock receivable on the exercise of the Warrant above the amount payable
therefor on such exercise, (b) will take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable shares of stock on the exercise of the Warrant, (c) will not
issue any capital stock of any class which is preferred as to dividends or as to
the distribution of assets upon voluntary or involuntary dissolution,
liquidation or winding up, unless the rights of the holders thereof shall be
limited to a fixed sum or percentage of par value in respect of participation in
dividends and in any such distribution of assets, and (d) will not transfer all
or substantially all of its properties and assets to any other person (corporate
or otherwise), or consolidate with or merge into any other person or permit any
such person to consolidate with or merge into the Company (if the Company is not
the surviving person), unless such other person shall expressly assume in
writing and become bound by all the terms of the Warrant.

     7. Certificate as to Adjustments. In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the Warrant, the Company's chief financial officer shall compute
such adjustment or readjustment in accordance with the terms of the Warrant and
prepare a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based,
including a statement of (a) the consideration received or receivable by the
Company for any additional shares of Common Stock (or Other Securities) issued
or sold or deemed to have been issued or sold, (b) the number of shares of
Common Stock (or Other Securities) outstanding or deemed to be outstanding, and
(c) the Purchase Price and the number of shares of Common Stock to be received
upon exercise of this Warrant, in effect immediately prior to such issue or sale
and as adjusted and readjusted as provided in this Warrant. The Company will
forthwith mail a copy of each such certificate to each holder of a Warrant, and
will, on the written request at any time of any holder of a Warrant, furnish to
such holder a like certificate setting forth the Purchase Price at the time in
effect and showing how it was calculated.

     8. Notices of Record Date, etc. In the event of:

          (a) any taking by the Company of a record of the holders of any class
of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, or

          (b) any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any transfer of all or
substantially all the assets of the Company to or consolidation or merger of the
Company with or into any other person, or

          (c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company, or

          (d) any proposed issue or grant by the Company of any shares of stock
of any class or any other securities, or any right or option to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities (other than the issue of Common Stock on the exercise of the
Warrant),

then and in each such event the Company will mail or cause to be mailed to each
holder of a Warrant a notice specifying (i) the date on which any such record is
to be taken for the purpose of

                                       75



such dividend, distribution or right, and stating the amount and character of
such dividend, distribution or right, (ii) the date on which any such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up is to take place, and the time,
if any is to be fixed, as of which the holders of record of Common Stock (or
Other Securities) shall be entitled to exchange their shares of Common Stock (or
Other Securities) for securities or other property deliverable on such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up, and (iii) the amount and
character of any stock or other securities, or rights or options with respect
thereto, proposed to be issued or granted, the date of such proposed issue or
grant and the persons or class of persons to whom such proposed issue or grant
is to be offered or made. Such notice shall be mailed at least ten (10) days
prior to the date specified in such notice on which any such action is to be
taken.

     9. Reservation of Stock, etc. Issuable on Exercise of Warrant. The Company
will at all times reserve and keep available, solely for issuance and delivery
on the exercise of the Warrant, all shares of Common Stock (or Other Securities)
from time to time issuable on the exercise of the Warrant.

     10. Exchange of Warrant. On surrender for exchange of the Warrant, properly
endorsed, to the Company, the Company at its expense will issue and deliver to
or on the order of the holder thereof a new Warrant or Warrants of like tenor,
in the name of such holder or as such holder (on payment by such holder of any
applicable transfer taxes) may direct, calling in the aggregate on the face or
faces thereof for the number of shares of Common Stock called for on the face or
faces of the Warrant or Warrants so surrendered.

     11. Replacement of Warrant. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of any Warrant and,
in the case of any such loss, theft or destruction of any Warrant, on delivery
of an indemnity agreement or security reasonably satisfactory in form and amount
to the Company or, in the case of any such mutilation, on surrender and
cancellation of such Warrant, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

     12. Warrant Agent. The Company may, by written notice to each holder of a
Warrant, appoint an agent having an office in Boston, Massachusetts for the
purpose of issuing Common Stock (or Other Securities) on the exercise of the
Warrant pursuant to Section 1, exchanging Warrants pursuant to Section 10, and
replacing Warrants pursuant to Section 11, or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be, shall
be made at such office by such agent.

     13. Remedies. The Company stipulates that the remedies at law of the holder
of this Warrant in the event of any default or threatened default by the Company
in the performance of or compliance with any of the terms of this Warrant are
not and will not be adequate, and that such terms may be specifically enforced
by a decree for the specific performance of any agreement contained herein or by
an injunction against a violation of any of the terms hereof or otherwise.

     14. Negotiability, etc. This Warrant is issued upon the following terms, to
all of which each holder or owner hereof by the taking hereof consents and
agrees:

          (a) title to this Warrant may be transferred to any affiliate of the
holder hereof by endorsement (by the holder hereof executing the form of
assignment at the end hereof) and delivery in the same manner as in the case of
a negotiable instrument transferable by endorsement and delivery; and

          (b) any permitted transferee in possession of this Warrant properly
endorsed for transfer to such person (including endorsed in blank) is authorized
to represent himself as absolute owner hereof and is empowered to transfer
absolute title hereto by endorsement and delivery hereof to a bona fide
purchaser hereof for value; each prior taker or owner waives and

                                       76



renounces all of his equities or rights in this Warrant in favor of each such
bona fide purchaser, and each such bona fide purchaser shall acquire absolute
title hereto and to all rights represented hereby. Nothing in this paragraph (b)
shall create any liability on the part of the Company beyond any liability or
responsibility it has under law.

     15. Notices, etc. All notices and other communications from the Company to
the holder of this Warrant shall be mailed by first class registered or
certified mail, postage prepaid, at such address as may have been furnished to
the Company in writing by such holder or, until any such holder furnishes to the
Company an address, then to, and at the address of, the last holder of this
Warrant who has so furnished an address to the Company.

     16. Miscellaneous. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of the Commonwealth of Massachusetts. The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. This Warrant is being executed as an instrument
under seal. The invalidity or unenforceability of any provision hereof shall in
no way affect the validity or enforceability of any other provision.

     17. Expiration. The right to exercise this Warrant shall expire at 5:00
p.m., Boston time, on the later of (i) July 31, 2009 or (ii) at such time as all
principal and interest on the Notes are paid in full. Notwithstanding the
foregoing, this Warrant shall automatically be deemed to be exercised in full
pursuant to the provisions of Section 1.5 hereof, without any further action on
behalf of the holder, immediately prior to the time this Warrant would otherwise
expire pursuant to the preceding sentence.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       77



     IN WITNESS WHEREOF, the Company has executed this Warrant under seal as of
the first date written above.

          LIONBRIDGE TECHNOLOGIES, INC.


                                          By:
                                             -----------------------------------
                                          Name:
                                          Title:

                                       78



                              FORM OF SUBSCRIPTION
                   (To be signed only on exercise of Warrant)

Lionbridge Technologies, Inc.

     The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise this Warrant for, and to purchase thereunder,
                 shares of Common Stock of Lionbridge Technologies, Inc. and
- ----------------
herewith makes payment of $            therefor, and requests that the
                            ----------
certificates for such shares be issued in the name of, and delivered to
                                , federal taxpayer identification number
- --------------------------------
                       , whose address is
- -----------------------                   -----------------------------


Dated:                                    --------------------------------------
                                          (Signature must conform to
                                          name of holder as specified on
                                          the face of the Warrant)

                                          --------------------------------------
                                          (Address)


Signed in the presence of:


- --------------------------------

                                       79



                               FORM OF ASSIGNMENT
                   (To be signed only on transfer of Warrant)

     For value received, the undersigned hereby sells, assigns, and transfers
unto                   , federal taxpayer identification number
     ------------------
                    , whose address is                , and who is an affiliate
- --------------------                   ---------------
of the undersigned the right represented by the within Warrant to purchase
                 shares of Common Stock of Lionbridge Technologies, Inc. to
- ----------------
which the within Warrant relates, and appoints

                       Attorney to transfer such right on the books of
- ----------------------
Lionbridge Technologies, Inc. with full power of substitution in the premises.


Dated:                                    --------------------------------------
                                          (Signature must conform to
                                          name of holder as specified on
                                          the face of the Warrant)

                                          --------------------------------------
                                          (Address)


Signed in the presence of:


- --------------------------------

                                       80

EX-10.9

                                                                    Exhibit 10.9

                          LIONBRIDGE TECHNOLOGIES, INC.

                                 1998 STOCK PLAN

     1. Purpose. The purpose of the Lionbridge Technologies, Inc. 1998 Stock
Plan (the "Plan") is to encourage key employees of Lionbridge Technologies
Holdings, Inc. (the "Company") and of any present or future parent or subsidiary
of the Company (collectively, "Related Corporations") and other individuals who
render services to the Company or a Related Corporation, by providing
opportunities to participate in the ownership of the Company and its future
growth through (a) the grant of options which qualify as "incentive stock
options" ("ISOs") under Section 422(b) of the Internal Revenue Code of 1986, as
amended (the "Code"); (b) the grant of options which do not qualify as ISOs
("Non-Qualified Options"); (c) awards of stock in the Company ("Awards"); and
(d) opportunities to make direct purchases of stock in the Company
("Purchases"). Both ISOs and Non-Qualified Options are referred to hereafter
individually as an "Option" and collectively as "Options." Options, Awards and
authorizations to make Purchases are referred to hereafter collectively as
"Stock Rights." As used herein, the terms "parent" and "subsidiary" mean "parent
corporation" and "subsidiary corporation," respectively, as those terms are
defined in Section 424 of the Code.

     2. Administration of the Plan.

          A. Board or Committee Administration. The Plan shall be administered
     by the Board of Directors of the Company (the "Board") or, subject to
     paragraph 2(D) (relating to compliance with Section 162(m) of the Code), by
     a committee appointed by the Board (the "Committee"). Hereinafter, all
     references in this Plan to the "Committee" shall mean the Board if no
     Committee has been appointed. Subject to ratification of the grant or
     authorization of each Stock Right by the Board (if so required by
     applicable state law), and subject to the terms of the Plan, the Committee
     shall have the authority to (i) determine to whom (from among the class of
     employees eligible under paragraph 3 to receive ISOs) ISOs shall be
     granted, and to whom (from among the class of individuals and entities
     eligible under paragraph 3 to receive Non-Qualified Options and Awards and
     to make Purchases) Non-Qualified Options, Awards and authorizations to make
     Purchases may be granted; (ii) determine the time or times at which Options
     or Awards shall be granted or Purchases made; (iii) determine the purchase
     price of shares subject to each Option or Purchase, which prices shall not
     be less than the minimum price specified in paragraph 6; (iv) determine
     whether each Option granted shall be an ISO or a Non-Qualified Option; (v)
     determine (subject to paragraph 7) the time or times when each Option shall
     become exercisable and the duration of the exercise period; (vi) extend the
     period during which outstanding Options may be exercised; (vii) determine
     whether restrictions such as repurchase options are to be imposed on shares
     subject to Options, Awards and Purchases and the nature of such
     restrictions, if any, and (viii) interpret the Plan and prescribe and
     rescind rules and regulations relating to it. If the Committee determines
     to issue a Non-Qualified Option, it shall take whatever actions it deems
     necessary, under Section 422 of the Code and the regulations promulgated
     thereunder, to ensure that such Option is not treated as an ISO. The
     interpretation and construction by the Committee of any provisions of the
     Plan or of any Stock Right granted under it shall be final unless otherwise
     determined by the Board. The Committee may from time to time adopt such
     rules and regulations for carrying out the Plan as it may deem advisable.
     No member of the Board or the Committee shall be liable for any action or
     determination made in good faith with respect to the Plan or any Stock
     Right granted under it.

                                       81



          B. Committee Actions. The Committee may select one of its members as
     its chairman, and shall hold meetings at such time and places as it may
     determine. A majority of the Committee shall constitute a quorum and acts
     of a majority of the members of the Committee at a meeting at which a
     quorum is present, or acts reduced to or approved in writing by all the
     members of the Committee (if consistent with applicable state law), shall
     be the valid acts of the Committee. From time to time the Board may
     increase the size of the Committee and appoint additional members thereof,
     remove members (with or without cause) and appoint new members in
     substitution therefor, fill vacancies however caused, or remove all members
     of the Committee and thereafter directly administer the Plan.

          C. Grant of Stock Rights to Board Members. Stock Rights may be granted
     to members of the Board. All grants of Stock Rights to members of the Board
     shall in all respects be made in accordance with the provisions of this
     Plan applicable to other eligible persons. Members of the Board who either
     (i) are eligible to receive grants of Stock Rights pursuant to the Plan or
     (ii) have been granted Stock Rights may vote on any matters affecting the
     administration of the Plan or the grant of any Stock Rights pursuant to the
     Plan, except that no such member shall act upon the granting to himself or
     herself of Stock Rights, but any such member may be counted in determining
     the existence of a quorum at any meeting of the Board during which action
     is taken with respect to the granting to such member of Stock Rights.

          D. Performance-Based Compensation. The Board, in its discretion, may
     take such action as may be necessary to ensure that Stock Rights granted
     under the Plan qualify as "qualified performance-based compensation" within
     the meaning of Section 162(m) of the Code and applicable regulations
     promulgated thereunder ("Performance-Based Compensation"). Such action may
     include, in the Board's discretion, some or all of the following (i) if the
     Board determines that Stock Rights granted under the Plan generally shall
     constitute Performance-Based Compensation, the Plan shall be administered,
     to the extent required for such Stock Rights to constitute
     Performance-Based Compensation, by a Committee consisting solely of two or
     more "outside directors" (as defined in applicable regulations promulgated
     under Section 162(m) of the Code), (ii) if any Non-Qualified Options with
     an exercise price less than the fair market value per share of Common Stock
     are granted under the Plan and the Board determines that such Options
     should constitute Performance-Based Compensation, such options shall be
     made exercisable only upon the attainment of a pre-established, objective
     performance goal established by the Committee, and such grant shall be
     submitted for, and shall be contingent upon shareholder approval and (iii)
     Stock Rights granted under the Plan may be subject to such other terms and
     conditions as are necessary for compensation recognized in connection with
     the exercise or disposition of such Stock Right or the disposition of
     Common Stock acquired pursuant to such Stock Right, to constitute
     Performance-Based Compensation.

     3. Eligible Employees and Others. ISOs may be granted only to employees of
the Company or any Related Corporation. Non-Qualified Options, Awards and
authorizations to make Purchases may be granted to any employee, officer or
director (whether or not also an employee) or consultant of the Company or any
Related Corporation. The Committee may take into consideration a recipient's
individual circumstances in determining whether to grant a Stock Right. The
granting of any Stock Right to any individual or entity shall neither entitle
that individual or entity to, nor disqualify such individual or entity from,
participation in any other grant of Stock Rights.

     4. Stock. The stock subject to Stock Rights shall be authorized but
unissued shares of Common Stock of the Company, par value $.01 per share (the
"Common Stock"), or shares of Common Stock reacquired by the Company in any
manner. The aggregate number of shares which may be issued pursuant to the Plan
is 9,722,032, subject to adjustment as provided

                                       82



in paragraph 13. If any Option granted under the Plan shall expire or terminate
for any reason without having been exercised in full or shall cease for any
reason to be exercisable in whole or in part or shall be repurchased by the
Company, the unpurchased shares of Common Stock subject to such Option shall
again be available for grants of Stock Rights under the Plan.

     No employee of the Company or any Related Corporation may be granted
Options to acquire, in the aggregate, more than 2,333,334 shares of Common Stock
under the Plan during any fiscal year of the Company. If any Option granted
under the Plan shall expire or terminate for any reason without having been
exercised in full or shall cease for any reason to be exercisable in whole or in
part or shall be repurchased by the Company, the shares subject to such Option
shall be included in the determination of the aggregate number of shares of
Common Stock deemed to have been granted to such employee under the Plan.

     5. Granting of Stock Rights. Stock Rights may be granted under the Plan at
any time on or after January 27, 1998 and prior to January 26, 2008. The date of
grant of a Stock Right under the Plan will be the date specified by the
Committee at the time it grants the Stock Right; provided, however, that such
date shall not be prior to the date on which the Committee acts to approve the
grant.

     6. Minimum Option Price; ISO Limitations.

          A. Price for Non-Qualified Options, Awards and Purchases. Subject to
     paragraph 2(D) (relating to compliance with Section 162(m) of the Code),
     the exercise price per share specified in the agreement relating to each
     Non-Qualified Option granted, and the purchase price per share of stock
     granted in any Award or authorized as a Purchase, under the Plan may be
     less than the fair market value of the Common Stock of the Company on the
     date of grant; provided that, in no event shall such exercise price or such
     purchase price be less than the minimum legal consideration required
     therefor under the laws of any jurisdiction in which the Company or its
     successors in interest may be organized.

          B. Price for ISOs. The exercise price per share specified in the
     agreement relating to each ISO granted under the Plan shall not be less
     than the fair market value per share of Common Stock on the date of such
     grant. In the case of an ISO to be granted to an employee owning stock
     possessing more than ten percent (10%) of the total combined voting power
     of all classes of stock of the Company or any Related Corporation, the
     price per share specified in the agreement relating to such ISO shall not
     be less than one hundred ten percent (110%) of the fair market value per
     share of Common Stock on the date of grant. For purposes of determining
     stock ownership under this paragraph, the rules of Section 424(d) of the
     Code shall apply.

          C. $100,000 Annual Limitation on ISO Vesting. Each eligible employee
     may be granted Options treated as ISOs only to the extent that, in the
     aggregate under this Plan and all incentive stock option plans of the
     Company and any Related Corporation, ISOs do not become exercisable for the
     first time by such employee during any calendar year with respect to stock
     having a fair market value (determined at the time the ISOs were granted)
     in excess of $100,000. The Company intends to designate any Options granted
     in excess of such limitation as Non-Qualified Options, and the Company
     shall issue separate certificates to the optionee with respect to Options
     that are Non-Qualified Options and Options that are ISOs.

          D. Determination of Fair Market Value. If, at the time an Option is
     granted under the Plan, the Company's Common Stock is publicly traded,
     "fair market value" shall be determined as of the date of grant or, if the
     prices or quotes discussed in this sentence are unavailable for such date,
     the last business day for which such prices or quotes are available prior
     to the date of grant and shall mean (i) the average (on that date) of the

                                       83



     high and low prices of the Common Stock on the principal national
     securities exchange on which the Common Stock is traded, if the Common
     Stock is then traded on a national securities exchange; or (ii) the last
     reported sale price (on that date) of the Common Stock on the Nasdaq
     National Market, if the Common Stock is not then traded on a national
     securities exchange; or (iii) the closing bid price (or average of bid
     prices) last quoted (on that date) by an established quotation service for
     over-the-counter securities, if the Common Stock is not reported on the
     Nasdaq National Market. If the Common Stock is not publicly traded at the
     time an Option is granted under the Plan, "fair market value" shall mean
     the fair value of the Common Stock as determined by the Committee after
     taking into consideration all factors which it deems appropriate,
     including, without limitation, recent sale and offer prices of the Common
     Stock in private transactions negotiated at arm's length.

     7. Option Duration. Subject to earlier termination as provided in
paragraphs 9 and 10 or in the agreement relating to such Option, each Option
shall expire on the date specified by the Committee, but not more than (i) ten
years from the date of grant in the case of Options generally and (ii) five
years from the date of grant in the case of ISOs granted to an employee owning
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Related Corporation, as determined
under paragraph 6(B). Subject to earlier termination as provided in paragraphs 9
and 10, the term of each ISO shall be the term set forth in the original
instrument granting such ISO, except with respect to any part of such ISO that
is converted into a Non-Qualified Option pursuant to paragraph 16.

     8. Exercise of Option. Subject to the provisions of paragraphs 9 through
12, each Option granted under the Plan shall be exercisable as follows:

          A. Vesting. The Option shall either be fully exercisable on the date
     of grant or shall become exercisable thereafter in such installments as the
     Committee may specify.

          B. Full Vesting of Installments. Once an installment becomes
     exercisable, it shall remain exercisable until expiration or termination of
     the Option, unless otherwise specified by the Committee.

          C. Partial Exercise. Each Option or installment may be exercised at
     any time or from time to time, in whole or in part, for up to the total
     number of shares with respect to which it is then exercisable.

          D. Acceleration of Vesting. The Committee shall have the right to
     accelerate the date that any installment of any Option becomes exercisable;
     provided that the Committee shall not, without the consent of an optionee,
     accelerate the permitted exercise date of any installment of any Option
     granted to any employee as an ISO (and not previously converted into a
     Non-Qualified Option pursuant to paragraph 16) if such acceleration would
     violate the annual vesting limitation contained in Section 422(d) of the
     Code, as described in paragraph 6(C).

     9. Termination of Employment. Unless otherwise specified in the agreement
relating to such ISO, if an ISO optionee ceases to be employed by the Company
and all Related Corporations other than by reason of death or disability as
defined in paragraph 10, no further installments of his or her ISOs shall become
exercisable, and his or her ISOs shall terminate on the earlier of (a) three
months after the date of termination of his or her employment, or (b) their
specified expiration dates, except to the extent that such ISOs (or unexercised
installments thereof) have been converted into Non-Qualified Options pursuant to
paragraph 16. For purposes of this paragraph 9, employment shall be considered
as continuing uninterrupted during any bona fide leave of absence (such as those
attributable to illness, military obligations or governmental

                                       84



service) provided that the period of such leave does not exceed 90 days or, if
longer, any period during which such optionee's right to reemployment is
guaranteed by statute or by contract. A bona fide leave of absence with the
written approval of the Committee shall not be considered an interruption of
employment under this paragraph 9, provided that such written approval
contractually obligates the Company or any Related Corporation to continue the
employment of the optionee after the approved period of absence. ISOs granted
under the Plan shall not be affected by any change of employment within or among
the Company and Related Corporations, so long as the optionee continues to be an
employee of the Company or any Related Corporation. Nothing in the Plan shall be
deemed to give any grantee of any Stock Right the right to be retained in
employment or other service by the Company or any Related Corporation for any
period of time.

     10. Death; Disability.

          A. Death. If an ISO optionee ceases to be employed by the Company and
     all Related Corporations by reason of his or her death, any ISO owned by
     such optionee may be exercised, to the extent otherwise exercisable on the
     date of death, by the estate, personal representative or beneficiary who
     has acquired the ISO by will or by the laws of descent and distribution,
     until the earlier of (i) the specified expiration date of the ISO or (ii)
     180 days from the date of the optionee's death.

          B. Disability. If an ISO optionee ceases to be employed by the Company
     and all Related Corporations by reason of his or her disability, such
     optionee shall have the right to exercise any ISO held by him or her on the
     date of termination of employment, for the number of shares for which he or
     she could have exercised it on that date, until the earlier of (i) the
     specified expiration date of the ISO or (ii) 180 days from the date of the
     termination of the optionee's employment. For the purposes of the Plan, the
     term "disability" shall mean "permanent and total disability" as defined in
     Section 22(e)(3) of the Code or any successor statute.

     11. Assignability. No ISO shall be assignable or transferable by the
optionee except by will or by the laws of descent and distribution, and during
the lifetime of the optionee shall be exercisable only by such optionee. Stock
Rights other than ISOs shall be transferable to the extent set forth in the
agreement relating to such Stock Right.

     12. Terms and Conditions of Options. Options shall be evidenced by
instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including restrictions applicable to shares of Common Stock
issuable upon exercise of Options. The Committee may specify that any
Non-Qualified Option shall be subject to the restrictions set forth herein with
respect to ISOs, or to such other termination and cancellation provisions as the
Committee may determine. The Committee may from time to time confer authority
and responsibility on one or more of its own members and/or one or more officers
of the Company to execute and deliver such instruments. The proper officers of
the Company are authorized and directed to take any and all action necessary or
advisable from time to time to carry out the terms of such instruments.

     13. Adjustments. Upon the occurrence of any of the following events, an
optionee's rights with respect to Options granted to such optionee hereunder
shall be adjusted as hereinafter provided, unless otherwise specifically
provided in the written agreement between the optionee and the Company relating
to such Option:

          A. Stock Dividends and Stock Splits. If the shares of Common Stock
     shall be subdivided or combined into a greater or smaller number of shares
     or if the Company shall issue any shares of Common Stock as a stock
     dividend on its outstanding Common Stock, the number of shares of Common
     Stock deliverable upon the exercise of

                                       85



     Options shall be appropriately increased or decreased proportionately,
     and appropriate adjustments shall be made in the purchase price per
     share to reflect such subdivision, combination or stock dividend.

          B. Consolidations or Mergers. If the Company is to be consolidated
     with or acquired by another entity in a merger or other reorganization in
     which the holders of the outstanding voting stock of the Company
     immediately preceding the consummation of such event, shall, immediately
     following such event, hold, as a group, less than a majority of the voting
     securities of the surviving or successor entity, or in the event of a sale
     of all or substantially all of the Company's assets or otherwise (each, an
     "Acquisition"), the Committee or the board of directors of any entity
     assuming the obligations of the Company hereunder (the "Successor Board"),
     shall, as to outstanding Options, either (i) make appropriate provision for
     the continuation of such Options by substituting on an equitable basis for
     the shares then subject to such Options either (a) the consideration
     payable with respect to the outstanding shares of Common Stock in
     connection with the Acquisition, (b) shares of stock of the surviving or
     successor corporation or (c) such other securities as the Successor Board
     deems appropriate, the fair market value of which shall not materially
     exceed the fair market value of the shares of Common Stock subject to such
     Options immediately preceding the Acquisition; or (ii) upon written notice
     to the optionees, provide that all Options must be exercised, to the extent
     then exercisable or to be exercisable as a result of the Acquisition,
     within a specified number of days of the date of such notice, at the end of
     which period the Options shall terminate; or (iii) terminate all Options in
     exchange for a cash payment equal to the excess of the fair market value of
     the shares subject to such Options (to the extent then exercisable or to be
     exercisable as a result of the Acquisition) over the exercise price
     thereof.

          C. Recapitalization or Reorganization. In the event of a
     recapitalization or reorganization of the Company (other than a transaction
     described in subparagraph B above) pursuant to which securities of the
     Company or of another corporation are issued with respect to the
     outstanding shares of Common Stock, an optionee upon exercising an Option
     shall be entitled to receive for the purchase price paid upon such exercise
     the securities he or she would have received if he or she had exercised
     such Option prior to such recapitalization or reorganization.

          D. Modification of ISOs. Notwithstanding the foregoing, any
     adjustments made pursuant to subparagraphs A, B or C with respect to ISOs
     shall be made only after the Committee, after consulting with counsel for
     the Company, determines whether such adjustments would constitute a
     "modification" of such ISOs (as that term is defined in Section 424 of the
     Code) or would cause any adverse tax consequences for the holders of such
     ISOs. If the Committee determines that such adjustments made with respect
     to ISOs would constitute a modification of such ISOs or would cause adverse
     tax consequences to the holders, it may refrain from making such
     adjustments.

          E. Dissolution or Liquidation. In the event of the proposed
     dissolution or liquidation of the Company, each Option will terminate
     immediately prior to the consummation of such proposed action or at such
     other time and subject to such other conditions as shall be determined by
     the Committee.

          F. Issuances of Securities. Except as expressly provided herein, no
     issuance by the Company of shares of stock of any class, or securities
     convertible into shares of stock of any class, shall affect, and no
     adjustment by reason thereof shall be made with respect to, the number or
     price of shares subject to Options. No adjustments shall be made for
     dividends paid in cash or in property other than securities of the Company.

                                       86



          G. Fractional Shares. No fractional shares shall be issued under the
     Plan and the optionee shall receive from the Company cash in lieu of such
     fractional shares.

          H. Adjustments. Upon the happening of any of the events described in
     subparagraphs A, B or C above, the class and aggregate number of shares set
     forth in paragraph 4 hereof that are subject to Stock Rights which
     previously have been or subsequently may be granted under the Plan shall
     also be appropriately adjusted to reflect the events described in such
     subparagraphs. The Committee or the Successor Board shall determine the
     specific adjustments to be made under this paragraph 13 and, subject to
     paragraph 2, its determination shall be conclusive.

     14. Means of Exercising Options. An Option (or any part or installment
thereof) shall be exercised by giving written notice to the Company at its
principal office address, or to such transfer agent as the Company shall
designate. Such notice shall identify the Option being exercised and specify the
number of shares as to which such Option is being exercised, accompanied by full
payment of the purchase price therefor either (a) in United States dollars in
cash or by check, (b) at the discretion of the Committee, through delivery of
shares of Common Stock having a fair market value equal as of the date of the
exercise to the cash exercise price of the Option, (c) at the discretion of the
Committee, by delivery of the grantee's personal recourse note bearing interest
payable not less than annually at no less than 100% of the lowest applicable
Federal rate, as defined in Section 1274(d) of the Code, (d) at the discretion
of the Committee and consistent with applicable law, through the delivery of an
assignment to the Company of a sufficient amount of the proceeds from the sale
of the Common Stock acquired upon exercise of the Option and an authorization to
the broker or selling agent to pay that amount to the Company, which sale shall
be at the participant's direction at the time of exercise, or (e) at the
discretion of the Committee, by any combination of (a), (b), (c) and (d) above.
If the Committee exercises its discretion to permit payment of the exercise
price of an ISO by means of the methods set forth in clauses (b), (c), (d) or
(e) of the preceding sentence, such discretion shall be exercised in writing at
the time of the grant of the ISO in question. The holder of an Option shall not
have the rights of a shareholder with respect to the shares covered by such
Option until the date of issuance of a stock certificate to such holder for such
shares. Except as expressly provided above in paragraph 13 with respect to
changes in capitalization and stock dividends, no adjustment shall be made for
dividends or similar rights for which the record date is before the date such
stock certificate is issued.

     15. Term and Amendment of Plan. This Plan was adopted by the Board on
January 27, 1998, subject, with respect to the validation of ISOs granted under
the Plan, to approval of the Plan by the stockholders of the Company at the next
Meeting of Stockholders or, in lieu thereof, by written consent. If the approval
of stockholders is not obtained prior to January 27, 1999, any grants of ISOs
under the Plan made prior to that date will be rescinded. The Plan shall expire
at the end of the day on January 26, 2008 (except as to Options outstanding on
that date). Subject to the provisions of paragraph 5 above, Options may be
granted under the Plan prior to the date of stockholder approval of the Plan.
The Board may terminate or amend the Plan in any respect at any time, except
that, without the approval of the stockholders obtained within 12 months before
or after the Board adopts a resolution authorizing any of the following actions:
(a) the total number of shares that may be issued under the Plan may not be
increased (except by adjustment pursuant to paragraph 13); (b) the provisions of
paragraph 3 regarding eligibility for grants of ISOs may not be modified; (c)
the provisions of paragraph 6(B) regarding the exercise price at which shares
may be offered pursuant to ISOs may not be modified (except by adjustment
pursuant to paragraph 13); and (d) the expiration date of the Plan may not be
extended. Except as otherwise provided in this paragraph 15, in no event may
action of the Board or stockholders alter or impair the rights of a grantee,
without such grantee's consent, under any Stock Right previously granted to such
grantee.

     16. Modifications of ISOs; Conversion of ISOs into Non-Qualified Options.
Subject to paragraph 13(D), without the prior written consent of the holder of
an ISO, the

                                       87



Committee shall not alter the terms of such ISO (including the means of
exercising such ISO) if such alteration would constitute a modification (within
the meaning of Section 424(h)(3) of the Code). The Committee, at the written
request or with the written consent of any optionee, may in its discretion take
such actions as may be necessary to convert such optionee's ISOs (or any
installments or portions of installments thereof) that have not been exercised
on the date of conversion into Non-Qualified Options at any time prior to the
expiration of such ISOs, regardless of whether the optionee is an employee of
the Company or a Related Corporation at the time of such conversion. Such
actions may include, but shall not be limited to, extending the exercise period
or reducing the exercise price of the appropriate installments of such ISOs. At
the time of such conversion, the Committee (with the consent of the optionee)
may impose such conditions on the exercise of the resulting Non-Qualified
Options as the Committee in its discretion may determine, provided that such
conditions shall not be inconsistent with this Plan. Nothing in the Plan shall
be deemed to give any optionee the right to have such optionee's ISOs converted
into Non-Qualified Options, and no such conversion shall occur until and unless
the Committee takes appropriate action. Upon the taking of such action, the
Company shall issue separate certificates to the optionee with respect to
Options that are Non-Qualified Options and Options that are ISOs.

     17. Application Of Funds. The proceeds received by the Company from the
sale of shares pursuant to Options granted and Purchases authorized under the
Plan shall be used for general corporate purposes.

     18. Notice to Company of Disqualifying Disposition. By accepting an ISO
granted under the Plan, each optionee agrees to notify the Company in writing
immediately after such optionee makes a Disqualifying Disposition (as described
in Sections 421, 422 and 424 of the Code and regulations thereunder) of any
stock acquired pursuant to the exercise of ISOs granted under the Plan. A
Disqualifying Disposition is generally any disposition occurring on or before
the later of (a) the date two years following the date the ISO was granted or
(b) the date one year following the date the ISO was exercised.

     19. Withholding of Additional Income Taxes. Upon the exercise of a
Non-Qualified Option, the transfer of a Non-Qualified Stock Option pursuant to
an arm's-length transaction, the grant of an Award, the making of a Purchase of
Common Stock for less than its fair market value, the making of a Disqualifying
Disposition (as defined in paragraph 18), the vesting or transfer of restricted
stock or securities acquired on the exercise of an Option hereunder, or the
making of a distribution or other payment with respect to such stock or
securities, the Company may withhold taxes in respect of amounts that constitute
compensation includible in gross income. The Committee in its discretion may
condition (i) the exercise of an Option, (ii) the transfer of a Non-Qualified
Stock Option, (iii) the grant of an Award, (iv) the making of a Purchase of
Common Stock for less than its fair market value, or (v) the vesting or
transferability of restricted stock or securities acquired by exercising an
Option, on the grantee's making satisfactory arrangement for such withholding.
Such arrangement may include payment by the grantee in cash or by check of the
amount of the withholding taxes or, at the discretion of the Committee, by the
grantee's delivery of previously held shares of Common Stock or the withholding
from the shares of Common Stock otherwise deliverable upon exercise of a Option
shares having an aggregate fair market value equal to the amount of such
withholding taxes.

     20. Governmental Regulation. The Company's obligation to sell and deliver
shares of the Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such shares.

     Government regulations may impose reporting or other obligations on the
Company with respect to the Plan. For example, the Company may be required to
send tax information statements to employees and former employees that exercise
ISOs under the Plan, and the Company may be required to file tax information
returns reporting the income received by grantees of Options in connection with
the Plan.

     21. Governing Law. The validity and construction of the Plan and the
instruments evidencing Stock Rights shall be governed by the laws of the State
of Delaware, or the laws of any jurisdiction in which the Company or its
successors in interest may be organized.

                                       88

EX-10.10

                                                                   Exhibit 10.10
                                    SUBLEASE

     THIS SUBLEASE (this "Sublease") made as of this 10th day of June, 2002, by
and between MCKESSON INFORMATION SOLUTIONS INC., a Delaware corporation,
successor-interest-to HPR Inc., formerly known as Health Payment Review, Inc.
("Sublandlord"), and LIONBRIDGE TECHNOLOGIES, INC., a Delaware corporation
("Subtenant").

                                   WITNESSETH:

     WHEREAS, Health Payment Review, Inc. ("HPR") was the original tenant under
that certain Lease, dated as of June 2, 1995, between Riverview Building
Combined Limited Partnership, a Massachusetts Limited Partnership ("Riverview"),
as landlord, and HPR, as tenant, as amended by Amendment #1 to Lease, dated as
of May 16, 1996 between Riverview and HPR, and Second Amendment, dated as of
April 10, 1997 between Beacon Properties, L.P. ("Beacon"), as
successor-in-interest to Riverview and HPR (the lease and all of the
aforementioned amendments being collectively referred to as the "Master Lease");

     WHEREAS, pursuant to the Master Lease HPR leased office space consisting of
approximately 48,069 square feet on the 3rd, 5th and 6th Floors and the
mezzanine level between the 5th and 6th Floors (the "Master Lease Premises") of
the building (the "Building") located at 245 First Street, Cambridge,
Massachusetts;

     WHEREAS, HPR assigned its interest under the Original Master Lease to
Sublandlord;

     WHEREAS, as a result of mergers between Beacon and Beacon Properties
Corporation into EOP Operating Limited Partnership and Equity Office Properties
Trust, ownership of the Building is held by EOP-Riverview/245 First Street,
L.L.C., a Delaware limited liability company ("Landlord");

     WHEREAS, Subtenant desires to sublease from Sublandlord that portion of the
Master Lease Premises consisting of the 6th Floor of the Building (which is
agreed to contain 9,422 square feet) and the IDF/phone closet on the mezzanine
level between the 5th and 6th Floors of the Building (the "Premises"); and
Sublandlord has agreed to sublease the Premises to Subtenant on the terms,
covenants and conditions set forth in this Sublease; and

     WHEREAS, Subtenant also desires to lease certain items of furniture which
are currently located in the Premises on the terms, covenants and conditions
stated in this Sublease. Unless otherwise specified herein, either expressly or
by context, the term Premises shall include the Furniture (as defined below).

                                       89



     NOW, THEREFORE, in consideration of the mutual covenants contained in this
Sublease, and for valuable consideration, the receipt and sufficiency of which
are acknowledged by the parties, the parties agree as follows:

1. SUBLEASE. Sublandlord subleases to Subtenant and Subtenant subleases from
Sublandlord the Premises, including the furniture (the "Furniture") listed in
Exhibit A attached hereto and made a part hereof, subject to the terms,
covenants, and conditions contained in this Sublease.

2. SUBLEASED PREMISES.

     (a) The Premises shall consist 9,422 rentable square feet on the 6th Floor
of the Building and the IDF/phone closet on the mezzanine level between the 5th
and 6th Floors of the Building.
     (b) The Premises shall also include the Furniture. Prior to the
Commencement Date Sublandlord shall remove all file cabinets, bookcases and
furniture other than the Furniture from the Premises. Prior to the Commencement
Date Subtenant may swap panels on furniture which is located on the 4th Floor
for panels on the Furniture. Subtenant agrees to install panels which are
removed from the Furniture on the furniture which is located on the 4th Floor
from which panels were removed.

3. TERM. The term (the "Term") of this Sublease shall commence as of July 1,
2002 (the "Commencement Date") and shall expire on August 24, 2003.

4. RENT. Subtenant shall pay basic annual rent ("Base Rent") in the amount of
One Hundred Sixty Nine Thousand Five Hundred Ninety Six Dollars ($169,596.00) to
Sublandlord in monthly installments of Fourteen Thousand One Hundred Thirty
Three Dollars ($14,133.00) in advance without offset or deduction on the first
day of each month during the Term of this Sublease. Notwithstanding the
preceding sentence, Subtenant shall not be required to pay Base Rent for the
2-week period commencing on the Commencement Date and ending on July 14, 2002.

     In addition to Base Rent Subtenant shall pay to Sublandlord any electricity
costs for the Premises and after hours HVAC charges that are billed by Master
Landlord as a pass through. The cost of electricity to the Premises and any
other charges and expenses payable hereunder other than Base Rent are
collectively referred to herein as "Additional Rent".

     Concurrently with its execution and delivery of this Sublease, Subtenant
shall pay Sublandlord the sum of Twenty One Thousand Eight Hundred Eighty-Three
and thirty-five hundredths Dollars ($21,883.35) which is the Base Rent for the
period from July 15, 2002 through July 31, 2002 plus the Security Deposit (as
defined below).

     Rent payments for any partial month shall be prorated. Rent shall be paid
to Sublandlord at its offices at One Post Street, 32nd Floor, San Francisco,
California 94104, Attention: McKesson Real Estate, unless and until Sublandlord
shall designate in writing a different or further address at which Rent (as
defined below) shall be payable.

                                       90



5. CONDITION OF PREMISES. Subtenant acknowledges that Sublandlord has made no
representations as to the condition of the Premises and that Subtenant has
inspected the Premises and is fully familiar with the physical condition
thereof. Sublandlord shall have no obligation to construct any tenant
improvements for the Premises, and Subtenant shall accept the Premises in "as
is" condition without any obligation of Sublandlord to repaint, remodel, repair,
improve or alter the Premises or to provide Subtenant any allowance therefor.

     Subtenant acknowledges that in the event that a subtenant is found for the
adjacent floor (5th Floor) which comprises a portion of the Master Lease
Premises, the internal stairwell connecting the 5th Floor and the 6th Floor of
the Master Lease Premises will be sealed and secured at the expense of
Sublandlord.

6. USE. Subtenant agrees to use the Premises only in accordance with the
provisions of the Master Lease and to use the items of Furniture for their
normally intended office uses in the Premises.

7. MASTER LEASE. This Sublease is subject to all the terms, covenants and
conditions of the Master Lease, which is attached hereto and incorporated herein
as Exhibit B.

     All applicable terms and conditions of the Master Lease are incorporated
into and made a part of this Sublease as if Sublandlord were the landlord
thereunder and Subtenant were the tenant thereunder. Subtenant covenants and
agrees with Sublandlord to do and perform the covenants and agreements required
of Sublandlord in the Master Lease except as modified by the terms and
conditions of this Sublease as fully as if it were named the tenant therein.
     (a) Notwithstanding the foregoing, the following provisions of the Master
     Lease will not apply to the Sublease if set forth below, or will apply as
     modified by the parentheticals following the paragraph reference: Basic
     Lease Provisions (Numbers (a), (b), (c), (e), (f), (g), (h), (i), (k), (l),
     (m), (n), and (o) shall be deleted); Sections 3, 4, 5, 6, 7, 13.3 (to the
     extent not applicable to the acts or omissions of Subtenant), 14.2
     (Sublandlord to make available Garage Parking Permits for thirteen (13)
     automobiles at Subtenant's expense), 23.3 and 23.17, Exhibit "A" (as to the
     5th Floor), Exhibit A-2, Exhibit B, Exhibit C, Addendum #1, Addendum #2,
     Amendment #1 to Lease, Second Amendment to Lease.
     (b) Subtenant shall not commit or suffer any act or omission that will
     violate any of the provisions of the Master Lease.
     (c) Subtenant shall undertake and perform each and every covenant,
     undertaking, obligation or action required (except for payment of Base Rent
     which shall be in accordance with the terms stated in this Sublease and
     those deleted sections of the Master Lease referenced in Section 7(a)
     above) of Sublandlord under the terms of the Master Lease. In such regard,
     Subtenant agrees to assume as to the Premises all maintenance and repair
     obligations of Sublandlord under the Master Lease. Subtenant agrees to do
     nothing inconsistent with Sublandlord's obligations under the Master Lease.
     It is further agreed that if Subtenant is in default of provisions of the
     Master Lease,

                                       91



     Sublandlord shall have all the rights of Landlord under the Master Lease,
     including the right to terminate this Sublease, and may, but need not, cure
     said default specifically on behalf of the Subtenant, in which case, all
     reasonable costs, damages and expenses incurred by Sublandlord in
     connection therewith shall be paid to Sublandlord by Subtenant immediately
     upon demand as Additional Rent hereunder.
     (d) Notwithstanding anything herein contained, the only services or rights
     to which Subtenant is entitled hereunder are those to which Sublandlord is
     entitled under the Master Lease; and for all such services and rights
     Subtenant will look to the Landlord under the Master Lease. Subtenant
     recognizes that Sublandlord is not in a position to render any of the
     services or to perform any of the obligations required of Landlord by the
     terms of the Master Lease. Therefore, despite anything to the contrary in
     this Sublease, Subtenant agrees that performance by Sublandlord of its
     obligations under this Sublease is conditioned on performance by the
     Landlord of its corresponding obligations under the Master Lease, and
     Sublandlord will not be liable to Subtenant for any default of Landlord
     under the Master Lease. If Landlord fails to perform its obligations under
     the Master Lease, Sublandlord agrees to use commercially reasonable efforts
     to obtain that performance on behalf of Subtenant. Such commercially
     reasonable efforts shall include efforts to contact (in person, by
     telephone and/or in writing) and negotiate with Landlord, but shall not
     include instituting litigation or any other proceedings.
     (e) Provided that there exists no Event of Default by Sublandlord under the
     Master Lease, Subtenant will not have any claim against Sublandlord based
     on the Master Landlord's failure or refusal to comply with any of the
     provisions of the Master Lease unless that failure or refusal is a result
     of Sublandlord's act or failure to act. Despite the Master Landlord's
     failure or refusal to comply with any of those provisions of the Master
     Lease, this Sublease will remain in full force and effect and Subtenant
     will pay the Base Rent and Additional Rent and all other charges provided
     for in this Sublease without any abatement, deduction or setoff unless
     Master Landlord's failure or refusal to comply is due to Sublandord's
     breach of its obligation to pay rent under the Master Lease.
     (f) By entering into this Sublease Sublandlord and Subtenant agree that if
     Subtenant breaches an obligation under this Sublease which would also
     constitute a default by Sublandlord under the Master Lease if not cured
     within the applicable grace period, then Landlord shall have all rights and
     remedies against Subtenant that it also has against Sublandlord for such a
     default. Subtenant shall have no rights or claims against Landlord and
     shall not have the right to enforce against Landlord any of Sublandlord's
     rights and remedies under the Lease.

8. SECURITY DEPOSIT. Simultaneously with the execution and delivery of this
Sublease, Subtenant shall deposit with Sublandlord the amount of Fourteen
Thousand One Hundred Thirty Three Dollars ($14,133.00) in cash (the "Security
Deposit") as security for performance by

                                       92



Subtenant of the covenants and obligations hereunder. The Security Deposit shall
be held by Sublandlord without interest; no trust relationship shall be deemed
created thereby; and the Security Deposit may be commingled with other assets of
Sublandlord. If Subtenant defaults in the performance of any of its covenants
hereunder, Sublandlord may, upon notice to Subtenant, apply the whole or any
part of the Security Deposit, to the extent required for the payment of Base
Rent, Additional Rent or other sums due from Subtenant hereunder, in addition to
any other remedies available to Sublandlord. In the event Sublandlord shall so
apply the Security Deposit, Subtenant shall, upon demand, immediately deposit
with Sublandlord a sum equal to the amount so applied. Subtenant's failure to do
so shall constitute a default under this Sublease. If Subtenant fully and
faithfully complies with all the covenants hereunder, the Security Deposit (or
the balance thereof) shall be returned to Subtenant within thirty (30) days
after the last to occur of (i) the date the Term expires or terminates, (ii)
surrender of possession of the Premises and (iii) Sublandlord's inspection of
the Premises and determination that all obligations of Subtenant under this
Sublease have been fully satisfied.

9. ELECTRICITY AND HVAC CHARGES. Subtenant shall pay for all electricity
consumed by it in the Premises, such payments to be made directly to the utility
company if the utility is metered separately to the Premises. If not separately
metered, then Subtenant shall pay to Sublandlord on account of utilities
Subtenant's share of payments made by Sublandlord to the suppliers of the same,
or such greater percentage as Sublandlord reasonably determines to be
appropriate if Subtenant uses a greater pro-rata quantity of electricity than
Sublandlord and any other occupant of the Master Lease Premises. Subtenant
agrees to pay all after-hours HVAC charges payable with respect to the Premises
pursuant to Section 10.1(b) of the Master Lease.

     Sublandlord shall not in any way be liable or responsible to Subtenant for
any loss, damage or expense which Subtenant may sustain or incur if, during the
Term of this Sublease, either the quantity or the character of the utilities
servicing the Premises is changed or is no longer available or suitable for
Subtenant's requirements due to a fact or cause beyond Sublandlord's control.
Subtenant, at its expense, shall purchase and install all lamps, tubes, bulbs,
starters and ballasts on the Premises.

10. INSURANCE. Subtenant shall obtain and keep in full force and effect during
the Term, at its sole cost and expense, all of the insurance coverage required
to be obtained by Sublandlord under the Master Lease modified, as follows: (i)
Subtenant shall maintain worker's compensation insurance on its employees as
required by statute, (ii) deductibles under any insurance required to be
maintained by Subtenant hereunder shall in no event exceed $25,000, and (iii)
Sublandlord and Landlord shall be named an additional insured under any
insurance maintained hereunder by Subtenant, except for worker's compensation
insurance. Said insurance is to be written in a form reasonably satisfactory to
Sublandlord by good and solvent insurance companies of recognized standing,
admitted to do business in the Commonwealth of Massachusetts which companies
shall be reasonably satisfactory to Sublandlord. Subtenant shall pay all
premiums and charges for

                                       93



such insurance. Subtenant shall promptly notify Sublandlord, Landlord and any
other party entitled to notice under the Master Lease of any modification or
cancellation of such policies to the extent such modification or cancellation
will materially adversely affect such parties, and represents that it will not
take any action to modify or cancel such policies in a manner that would
materially adversely affect such parties. Certificates of insurance shall be
delivered to Sublandlord on or prior to the Commencement Date, together with any
replacements or endorsements thereto. If Subtenant fails to obtain any insurance
required hereunder, Sublandlord may obtain such insurance and the premium
therefor shall be payable on demand as Additional Rent. Notwithstanding anything
to the contrary contained in the Master Lease or this Sublease, Sublandlord
shall have no liability with respect to Subtenant's property or any loss thereof
or damage thereto arising from any cause whatsoever, and Subtenant shall obtain
adequate insurance against same.

     Subtenant shall be responsible, at its sole cost, for insuring the
Furniture and for naming Sublandlord as loss payee under the policy providing
such coverage.

11.  ASSIGNMENT OR SUBLETTING.

     Any activity with respect to this Sublease which could be construed to be
covered by the "Assignment and Subletting" provisions of Section 17 of the
Master Lease (as modified by this Sublease) shall be subject to the consent of
Sublandlord in addition to the consent of Landlord, as set forth in Section 17
of the Master Lease and shall be subject Landlord's rights pursuant to Section
17.5 of the Master Lease to receive fifty percent (50%) of the amount by which
Base Rent and all other consideration paid or payable hereunder exceeds Base
Rent (allocable to the Premises) payable under the Master Lease for the Term of
this Sublease.

     Subtenant shall not assign this Sublease or further sublet the Premises (or
any portion thereof) to any party other than a wholly-owned subsidiary of
Subtenant without the prior written consent of Sublandlord, which consent may be
withheld in Sublandlord's sole and absolute discretion.

     Notwithstanding any further sublease of the Premises (or any part thereof)
by Subtenant or assignment of this Sublease, Subtenant shall at all times remain
liable for the payment of Rent and any other charges payable by Subtenant
pursuant to this Sublease and for compliance with all of Subtenant's other
obligations under this Sublease. For purposes of this Sublease, any change or
transfer of more than fifty percent (50%) of the voting stock of Subtenant or
transfer of substantially all of the assets of Subtenant shall be considered an
assignment requiring Sublandlord's prior written consent. Any other change or
transfer of more than fifty percent (50%) of the voting stock of Subtenant or
transfer of substantially all of the assets of Subtenant shall be considered an
assignment requiring Sublandlord's prior written consent.

12. EXPIRATION. This Sublease shall automatically terminate upon any termination
or expiration of the Master Lease in accordance with the terms thereof prior to
the expiration date of this Sublease, or any renewal thereof.

13. DAMAGE TO PROPERTY; INJURY TO PERSONS. All personal property of any kind or
description shall be on the Premises at Subtenant' sole risk, and Sublandlord
shall not be liable for any injury or damage which may be sustained to person or
property by Subtenant or any other person caused by or resulting from steam,
electricity, gas, water, rain, ice or snow, or any leak or flow from or into any
part of the Premises, or from the breakage, leakage, obstruction or other defect
of the pipes, wiring, appliances, plumbing or lighting fixtures, or from the
condition of the

                                       94



Premises, or from any source or cause whatsoever, except to the extent said
damage or injury shall be caused by or be due to the gross negligence or willful
misconduct of Sublandlord, its agents, servants, contractors or employees, nor
shall Sublandlord be liable for any defect in the Premises, latent or otherwise.

14. INSURANCE AND CONDEMNATION PROCEEDS. Despite anything contained in the
Master Lease to the contrary, as between Sublandlord and Subtenant only, in the
event of damage to or condemnation of the Subleased Premises, all insurance
proceeds or condemnation awards received by Sublandlord pursuant to the Master
Lease (except for Subtenant's personal property) will be deemed to be the
property of Sublandlord, and Sublandlord will have no obligation to rebuild or
restore the Premises. Subtenant shall comply with the provisions of Section 12
of the Master Lease and, where additional insureds are required to be named on
any policies required of Subtenant, Subtenant shall name as additional insureds
all of the parties specified in Section 12 of the Master Lease and also name
Sublandlord.

15. LATE CHARGES. Subtenant hereby acknowledges that the late payment by
Subtenant to Sublandlord of Base Rent, Additional Rent and other sums due
hereunder will cause Sublandlord to incur costs not contemplated by this
Sublease, the exact amount of which will be extremely difficult to ascertain.
Such costs include, but are not limited to, processing and accounting charges,
and late charges which may be imposed upon Sublandlord by the terms of the
Master Lease. Accordingly, if any installment of Base Rent, Additional Rent or
other sum due from Subtenant shall not be received by Sublandlord or
Sublandlord's designee within ten (10) days after the date on which such amount
was due, then, without any requirement for notice to Subtenant, Subtenant shall
pay to Sublandlord a late charge equal to five percent (5%) of such overdue
amount. The parties hereby agree that such late charge represents a fair and
reasonable estimate of the costs Sublandlord will incur by reason of late
payment by Subtenant. Acceptance of such late charge by Sublandlord shall in no
event constitute a waiver of Subtenant's default or breach with respect to such
overdue amount, nor prevent Sublandlord from exercising any of the other rights
and remedies granted hereunder.

16. INSPECTION. Sublandlord shall have the right but shall not be obligated to
enter the Premises at all reasonable hours for the purpose of examining the same
or, at Subtenant's expense, for making any repairs, alterations or additions
which Sublandlord shall deem necessary or advisable for the safety or
preservation of the Premises if Subtenant fails to do so within a reasonable
time after written notice from Sublandlord. Sublandlord shall have the right to
enter at any time in the case of an emergency.

17. INDEMNIFICATION. Subtenant shall defend, indemnify and save harmless
Sublandlord and its agents and employees against and from all liabilities,
obligations, damages, penalties, suits, actions, demands, fines, losses, claims,
costs, charges and expenses, including, without limitation, reasonable
attorneys' fees and disbursements, which may be imposed upon or incurred

                                       95



by or asserted against Sublandlord and/or its agents by reason of (i) any work
or thing done in, on or about the Premises by Subtenant, its agents,
contractors, subcontractors, employees, licensees or invitees; (ii) any accident
or injury to any person (including death resulting therefrom), or damage to
property occurring in, on or about the Premises or any part thereof during
Subtenant's occupancy of the Premises, or any accident or injury to any person
(including death resulting therefrom) or damage to property occurring outside
the Premises, but in the Building or the Project (as defined in the Master
Lease) where such accident, injury or damage results, or is claimed to have
resulted from an act or omission on the part of Subtenant or Subtenant's
employees, licensees, invitees or contractors; (iii) any failure on the part of
Subtenant to perform or comply with any of the covenants, agreements, terms,
provisions, conditions or limitations contained in this Sublease on its part to
be performed or complied with (except if and to the extent caused directly by
Sublandlord's negligence or willful misconduct in breach of this Sublease); (iv)
any failure of, or delay by, Subtenant in surrendering the Premises in
accordance with the provisions of this Sublease, including, without limitation,
any claims made by Landlord or any succeeding tenant, arising out of, or in
connection with, such failure or delay; (v) any act or omission of Subtenant,
its agents, officers, directors, contractors, employees, invitees or licensees,
or conduct of Subtenant's business in, or use, occupancy and management of, the
Premises. The provisions of this Section 17 shall survive the expiration or
earlier termination of the term of this Sublease.

     Further, Subtenant agrees to protect, defend, indemnify, and hold
Sublandlord harmless from and against any and all liabilities, claims, expenses,
losses and damages (including reasonable attorneys' fees and costs), that may at
any time be asserted against Sublandlord by Landlord for the failure of
Subtenant to perform any of the covenants, agreements, terms, provisions, or
conditions contained in this Sublease or the Master Lease that Subtenant is
obligated to perform.

18. PARKING. Subject to Subtenant complying with Section 14.2 of the Master
Lease, Sublandlord will make available to Subtenant Garage Parking Permits for
seven (7) automobiles. Subtenant shall pay all charges for such Garage Parking
Permits. The obligation of Sublandlord to provide such Garage Parking Permits is
expressly subject to receipt of such Garage Parking Permits from Landlord in
accordance with the terms and provisions of the Master Lease. Without
limitation, Subtenant shall pay all parking charges assessed with respect to
each of the Garage Parking Permits received by Subtenant on a monthly basis as
Additional Rent in accordance with the terms of Section 14.2 of the Master
Lease. The use of the garage and Garage Parking Permits by Subtenant shall be
subject to and in accordance with all of the terms, conditions and restrictions
set forth in the Master Lease, including, without limitation, the provision of
Section 14.2 thereof.

                                       96



19. PUBLICITY. Sublandlord and Subtenant expressly agree that there shall be no
press release or other publicity originated by the parties hereto or any
representative thereof concerning the Sublease without the prior written consent
of both parties.

20. HOLDING OVER. Any holding over by Subtenant at the expiration of the Term of
this Sublease shall be treated as a tenancy at sufferance at two hundred percent
(200%) of the Base Rent, Additional Rent and all other charges herein and shall
otherwise be on the terms and conditions set forth in this Sublease to the
extent applicable.

21. FINANCIAL STATEMENTS. Sublandlord understands that Subtenant's quarterly and
annual financial statements are filed with the U.S. Securities and Exchange
Commission ("SEC") and are publicly available on the SEC's website, www.sec.gov.

22. GOVERNING LAW. This Sublease shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.

23. WAIVER. Waiver by either party of any breach of any term, covenant or
condition contained herein shall not be deemed a waiver of any such term,
covenant or condition or any subsequent breach of the same or any other term,
covenant or condition herein contained.

24. NOTICES. All notices given or required to be given hereunder shall be deemed
given if in writing and hand delivered or sent by certified mail, postage
prepaid, return receipt request or nationally-recognized overnight courier
addressed to:

                                  SUBLANDLORD:
                                  McKesson Information Solutions Inc.
                                  c/o McKesson Corporation
                                  One Post Street, 32nd Floor
                                  San Francisco, CA 94104
                                  Attention:  McKesson Real Estate

              with copies to:
                                  Trammell Crow Company
                                  Attn.:  McKesson Lease Administration
                                  1687 114th Street, S.E.
                                  Suite 250
                                  Bellevue, WA 98004

                                  SUBTENANT:
                                  Lionbridge Technologies, Inc.
                                  950 Winter Street, Suite 2410
                                  Waltham, MA 02451
                                  Attention: Chief Financial Officer
                                  With a copy to: General Counsel

                                       97



as the case may be, unless and until such party shall designate a different or
further address to which subsequent notices shall be sent. Such notice shall be
deemed given upon receipt or upon refusal of delivery.

25. SUCCESSORS AND ASSIGNS. This agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their successors and permitted assigns.

26. ENTIRE AGREEMENT. This Sublease and the Master Lease constitute the entire
understanding between the parties hereto with reference to the subletting of the
Premises referred to herein and supersede all previous oral or written
agreements between the parties on such subject matter. This Sublease may be
amended only by a written instrument signed by the other party, which instrument
makes a specific reference to this Sublease.

27. ATTORNEYS FEES. If any legal action is taken to enforce the terms of this
Sublease by Sublandlord or Subtenant, the prevailing party shall be entitled to
recover reasonable attorneys fees and other costs and expenses incurred in
connection with that legal action.

28. CAPITALIZED TERMS. All terms spelled with initial capital letters in this
Sublease that are not expressly defined in this Sublease will have the
respective meanings given such terms in the Master Lease.

29. SURRENDER/RESTORATION. Upon expiration or termination of this Sublease,
Subtenant shall quit and surrender the Premises in the condition existing on the
Commencement Date, ordinary wear and tear and damage caused by fire or other
casualty excluded. Upon expiration or termination of this Sublease Sublandlord
shall be entitled to remove the Furniture (which shall remain the property of
Sublandlord) from the Premises.

30. BROKERS. Sublandlord shall pay a commission to Trammell Crow Company, which
represents Sublandlord and which shall pay Insignia/ESG, which represents
Subtenant, a procuring broker's commission pursuant to a separate agreement.
Except as provided in the preceding sentence, each party to this Sublease
represents and warrants to the other that the warranting party has incurred and
will incur no obligation, by reason of this Sublease or the transaction
contemplated hereby, for any real estate brokerage commission or finder's fee
for which the other party would be liable. Each party shall, and hereby agrees
to, defend, indemnify and hold the other party harmless from and against any and
all claims, liabilities, damages and costs, without limitation, reasonable
attorneys fees and costs, arising out of a breach of that party's
representations and warranties set forth in this section.

31. SUBTENANT'S EARLY OCCUPANCY. Subtenant shall be allowed to take occupancy of
the Premises on June 24, 2002 or any date thereafter prior to the Commencement
Date in order to prepare the Premises for its occupancy. During such early
occupancy Subtenant shall comply with all terms and conditions of this Sublease
and applicable portions of the Master Lease other than the obligation to pay
Base Rent which shall not commence until the Commencement Date. Neither the
failure of the Premises to be ready for early occupancy as of June 24, 2002 or
the failure

                                       98



of Subtenant to occupy the Premises as of June 24, 2002 shall extend the Term or
affect the Commencement Date.

32. LANDLORD'S APPROVAL CONTINGENCY. This Sublease is subject to and shall be
effective upon the written consent of Landlord. If such consent is not received,
or given, then this Sublease shall become null and void, with no further
obligations due on the part of either party. If Landlord's Consent is not
obtained by June 24, 2002, then either party can terminate this Sublease upon
notice to the other. In the event that Subtenant has already taken possession of
the Premises and the Landlord has not consented to this Sublease, Subtenant
shall vacate the Premises immediately and restore it to its original condition,
normal wear and tear excepted.

                                       99



     IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be
executed the day and year first above written.

     SUBLANDLORD:

     MCKESSON INFORMATION SOLUTIONS INC.,
     a Delaware corporation


     By:
         ------------------------------
     Its:
          -----------------------------


     SUBTENANT:

     LIONBRIDGE, INC.
     a Delaware corporation


     By:
         ------------------------------
     Its:
          -----------------------------

                                      100



EXHIBIT A
Inventory of Furniture

36 Workstations

70 Chairs

8 Desks

5 Round Tables

5 Credenzas



EXHIBIT B
                                  Master Lease



CONSENT OF LANDLORD

EOP-RIVERVIEW/245 FIRST STREET, L.L.C., a Delaware limited liability company
("Landlord"), as landlord under that certain Lease, dated as of June 2, 1995, as
amended by Amendment #1 to Lease, dated as of May 16, 1996, and Second
Amendment, dated as of April 10, 1997 (as amended, the "Master Lease"), hereby
consents to this Sublease and to the terms of this Sublease. The consent to this
Sublease by Landlord shall not constitute a consent to any subsequent subletting
or assignment.

                    LANDLORD
                    EOP-RIVERVIEW/245 FIRST STREET, L.L.C.,
                    a Delaware limited liability company


                         By: Equity Office Properties Trust,
                             a Maryland real estate investment trust
                             Its Managing General Partner


                             By:
                                  ----------------------------------------------
                             Its:
                                  ----------------------------------------------

EX-10.11

                                                                   Exhibit 10.11

                               SUBLEASE AGREEMENT

     THIS SUBLEASE AGREEMENT dated as of April 26, 2002 between WEBER GROUP,
INC., a Massachusetts corporation, having offices at c/o Weber Shandwick USA,
Inc., 640 Fifth Avenue, New York, New York 10019 (hereinafter referred to as
"Tenant") and INTL.Com, INC., a Delaware corporation d/b/a Lionbridge
Technologies, having offices at 950 Winter Street, Suite 2410, Waltham,
Massachusetts 02451 (hereinafter referred to as "Subtenant"),

                              W I T N E S S E T H:

     WHEREAS, pursuant to a lease agreement dated as of June 20, 2000, between
OP&F Stevenson Street Corporation (the "Landlord"), as landlord, and Tenant, as
tenant, as supplemented by undated letter agreement between the parties
(hereinafter referred to as the "Prime Lease"), Tenant leased certain premises
(the "Demised Premises") more particularly set forth on Exhibit "A" annexed to
the Prime Lease, located on the 14th floor in the building located at 49
Stevenson Street, San Francisco, California (the "Building"), for a term to
expire on July 31, 2005; and

     WHEREAS, Subtenant desires to sublease from Tenant all of the Demised
Premises (hereinafter the "Space").



     NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:

1. This Sublease shall have no force and effect unless and until a fully
executed counterpart of this agreement has been unconditionally delivered to
Subtenant. Notwithstanding the foregoing, the parties hereto acknowledge and
agree this Sublease remains subject to Landlord's consent.

2. Tenant hereby sublets the Space to Subtenant and Subtenant hereby hires the
same from Tenant, for a term commencing on the "Commencement Date" (as
hereinafter defined), and ending on July 30, 2005 (the "Expiration Date"),
unless sooner terminated pursuant to this Sublease or by operation of law. The
Commencement Date shall be the date which is the later to occur of (i) the date
that both conditions set forth in Paragraph 1 hereof have been satisfied and
(ii) May 1, 2002 (both parties hereby agreeing to make good faith efforts to
cause the conditions set forth in Paragraph 1 hereof to be satisfied on or
before May 1, 2002). The parties agree to execute a letter confirming the
Commencement Date upon the written request of either party; however, the failure
of either party to execute such document shall not affect the Commencement Date.

3. (a) Subtenant shall pay to Tenant fixed annual base rent ("fixed rent"), in
advance, in equal monthly installments, during the term of this Sublease. The
fixed rent shall be the sum of $154,420.00 ($12,868.34 per month). The monthly
installment of fixed rent for the first month thereafter shall be paid to Tenant
upon execution hereof.

     (b) From and after January 1, 2003, Subtenant shall pay to Tenant as and
for additional rent an amount (the "Sublease Operating Expense") equal 100% of
Tenant's Percentage Share in the increase of all Operating Expenses (as such
terms are defined in Sections 4.1 and 4.2 of the Prime Lease) that Tenant is
required to pay under the Prime Lease (computed as though the Base Expense Year
(as defined in Section 3.1(b) of the Prime Lease) were the calendar year 2002
(the "Sublease Base Year"), but adjusted accordingly in the event the rentable
square footage of the Demised Premises is either increased or decreased,
pursuant to any subsequent agreement entered into between Landlord and Tenant).

     (c) From and after January 1, 2003, during the term of this Sublease,
Subtenant shall pay to Tenant as and for additional rent an amount (the
"Sublease Tax Payment") equal to 100% of Tenant's Percentage Share in the
increase of all Property Taxes (as such term is defined in Section 4.3 of the
Prime Lease) that Tenant is required to pay under the Prime Lease (computed as
though the Base Tax Year were the Sublease Base Year, but adjusted accordingly
in the event the rentable square footage of the Demised Premises is either
increased or decreased, pursuant to any subsequent agreement entered into
between Landlord and Tenant).

     (d)(i) At any time during or after the term of this Sublease, to the extent
that Tenant shall have received corresponding statements from Landlord, Tenant
shall render to Subtenant a written statement or statements ("Sublease Operating
Expense Statement") showing (a) a comparison of Tenant's Percentage Share in the
increase of all Operating Expenses with respect to the applicable year, with
Tenant's Percentage Share in the increase of all Operating Expenses with respect
to the Sublease Base Year and (b) the amount of the Sublease Operating Expenses
Payment resulting from such comparison. Subtenant shall pay to Tenant, in twelve
(12) equal monthly installments, in advance, three (3) business days prior to
the date upon which the corresponding payment is due and payable to the Landlord
by Tenant, one-twelfth (1/12th) of the Sublease Operating Expenses Payment shown
on the Sublease Operating Expenses Statement, except that if at the time Tenant
delivers a Sublease Operating Expenses Statement to Subtenant, the Sublease
Operating Expenses Payment shall have accrued for a period prior to the delivery
of the Sublease Operating Expenses Statement, Subtenant shall pay such accrued
portion of the Sublease Operating Expenses Payment in full within twenty (20)
days after receipt of such Sublease Operating Expenses Statement. If Tenant
shall be required to pay with respect to Operating Expenses on any other date or
dates than as presently required by the Prime Lease, then the due date of the

                                       3



installments of the Sublease Operating Expense Payment shall be correspondingly
accelerated or revised so that the Sublease Operating Expenses Payment (or the
applicable installment thereof) is due three (3) days prior to the date the
corresponding payment is due to the Landlord. Tenant's failure to render a
Sublease Operating Expenses Statement during or with respect to any year shall
not prejudice Tenant's right to render a Sublease Operating Expenses Statement
during or with respect to any subsequent year, and shall not eliminate or reduce
Subtenant's obligation to make Sublease Operating Expenses Payments pursuant to
this Article 3 for such year. The Sublease Operating Expenses Payment shall be
prorated for any partial year in which the term hereof shall commence or end.

          (ii) At any time during or after the term of this Sublease, to the
extent that Tenant shall have received corresponding statements from Landlord,
Tenant shall render to Subtenant a written statement or statements ("Sublease
Tax Statement") showing (a) a comparison of Tenant's Percentage Share in the
increase of all Property Taxes with respect to the applicable year, with
Tenant's Percentage Share in the increase of all Property Taxes with respect to
the Sublease Base Year, and (b) the amount of the Sublease Tax Payment resulting
from such comparison. Subtenant shall pay to Tenant, in twelve (12) equal
monthly installments, in advance, three (3) business days prior to the date upon
which the corresponding payment is due and payable to the Landlord by Tenant,
one-twelfth (1/12th) of the Sublease Tax Payment shown on the Sublease Tax
Statement, except that if at the time Tenant delivers a Sublease Tax Statement
to Subtenant, the Sublease Tax Payment shall have accrued for a period prior to
the delivery of the Sublease Tax Statement, Subtenant shall pay such accrued
portion of the Sublease Tax Payment in full within twenty (20) days after
receipt of such Sublease Tax Statement. If Tenant shall be required to pay with
respect to taxes on any other date or dates than as presently required by the
Prime Lease, then the due date of the installments of the tax payment shall be
correspondingly accelerated or revised so that the Sublease Tax Payment (or the
applicable installment thereof) is due three (3) days prior to the date the
corresponding payment is due to the Landlord. Tenant's failure to render a
Sublease Tax Statement during or with respect to any year shall not prejudice
Tenant's right to render a Sublease Tax Statement during or with respect to any
subsequent Fiscal Year, and shall not eliminate or reduce Subtenant's obligation
to make Sublease Tax Payments pursuant to this Article 3 for such year. The
Sublease Tax Payment shall be prorated for any partial year in which the term
hereof shall commence or end.

          (iii) Each Sublease Operating Expense Statement and each Sublease Tax
Statement shall be conclusive and binding upon Subtenant unless within
forty-five (45) days after receipt thereof, Subtenant shall notify Tenant that
it disputes the correctness of such Sublease Operating Expense Statement or
Sublease Tax Statement, specifying in reasonable detail the manner in which the
Sublease Operating Expense Statement or Sublease Tax Statement is claimed to be
incorrect. If such notice is sent, provided Subtenant shall pay to Tenant the
amount shown to be due to Tenant on the disputed Sublease Operating Expense
Statement or Sublease Tax Statement, as the case may be, Tenant agrees to make
good faith efforts to enforce its rights under the Prime Lease to dispute the
correctness of the applicable statement delivered by the Landlord to Tenant, the
cost of which dispute shall be borne by Subtenant. Subtenant agrees to indemnify
and hold Tenant harmless from and against any and all claims, costs, expenses
and liabilities in connection therewith, including, without limitation,
reasonable attorney fees and disbursements. If the Landlord shall revise the
applicable statement disputed by Subtenant, Tenant shall deliver to Subtenant a
revised Sublease Operating Expense Statement or Sublease Tax Statement, as the
case may be, and an appropriate credit by Tenant, or payment by Subtenant, as
the case may be, shall be made in accordance with the terms of subsection
(d)(ii) of this Article 3. The obligations of Subtenant under this Article 3
shall survive the expiration or earlier termination of the term of this
Sublease.

                                       4



     (e) Subtenant shall also pay to Tenant, as additional rent, any expenses
incurred by Tenant under the Prime Lease attributable to Subtenant's use and
occupancy of the Space, including, but not limited to, any charges imposed by
Landlord pursuant to Sections 5.1, 7.2, 7.3, 7.5 and any other provision of the
Prime Lease.

     (f) Notwithstanding the foregoing, provided Subtenant is not in default at
any time during the term of this Sublease, the monthly installment of fixed rent
due hereunder shall abate for the month that commences (or that, but for a delay
in the satisfaction of the conditions described in Paragraph 1 hereof, would
commence) on May 1, 2002 (hereinafter, the "Free Fixed Rent Period"). Subtenant,
however, shall continue to be liable for the payment of all additional rent due
under this Sublease during the Free Fixed Rent Period.

     The obligations of Subtenant set forth in this Paragraph 3 shall survive
the expiration or earlier termination of this Sublease.

4. (a) All fixed rent, additional rent, and all other costs, charges and sums
payable by Subtenant hereunder, shall constitute rent under this Sublease
(collectively, "Rental"), and shall be payable to, and received by, Tenant, (x)
with respect to monthly installments of fixed rent and additional rent, on or
before the third (3rd) business day prior to the first day of each month during
the term hereof and (y) with respect to any other amounts of additional rent due
under this Sublease, on or before the third (3rd) business day such
corresponding amount is to be paid by Tenant under the Prime Lease, at Tenant's
address set forth in Paragraph 15 hereof, unless Tenant shall otherwise direct
in writing. Subtenant shall promptly pay the Rental as and when the same shall
become due and payable without set-off, offset, or deduction, of any kind
whatsoever, except as expressly set forth herein. If the payment for any Rental
shall commence on other than the first day of any month, such amount shall be
pro-rated accordingly. If payment of any Rental is not made within five (5) days
after such payment is due, Subtenant shall pay to Tenant a late charge equal to
2% of the delinquent installment; interest on such unpaid Rental or any other
payments required under the terms of this Sublease, computed from the date such
payment is due at the rate provided in Section 25.2 of the Prime Lease, whether
or not Landlord elects to enforce any related provisions against Tenant under
the Prime Lease.

     (b) Tenant's failure during the term of this Sublease to prepare and
deliver any statements or bills required to be delivered to Subtenant hereunder,
or Tenant's failure to make a demand under any other provision of this Sublease
shall not in any way be deemed to be a waiver, forfeit or surrender, of its
rights to collect any Rental which may have become due. Subtenant's liability
for Rental during the term hereof, and Tenant's obligation to make adjustments
to Rental paid to it by Subtenant, shall survive the expiration or earlier
termination of this Sublease.

5. (a) As an additional inducement to Subtenant to enter into this Sublease,
Tenant hereby grants to Subtenant an exclusive license to use the furniture,
furnishings and certain equipment, including existing telephone handsets and
related wiring and computer cabling, if any, located in the Space as of the date
hereof (including those items listed on Exhibit A attached hereto, the "FF&E").
Upon the expiration or earlier termination of the term hereof (provided that
Subtenant shall not then be in default hereunder), the all right, title and
interest of Tenant in the FF&E shall be deemed to be conveyed to Subtenant
without warranties of any kind, without payment or other consideration, the full
and faithful satisfaction of all of the obligations of Subtenant hereunder being
deemed to be good and sufficient consideration therefor; all of the foregoing
subject, however, to the provisions of Sections 7.4, 9.3 and 16.6 of the Prime
Lease.

     (b) Subtenant has conducted or has been afforded the opportunity to conduct
inspections of the Space and the FF&E, and notwithstanding anything to the
contrary contained in this Paragraph 5, Subtenant hereby accepts the Space and
the FF&E in their "as is" condition as of the date hereof. Tenant is not
required to make any repairs or alterations to prepare the Space or the FF&E for
occupancy or use by Subtenant. Tenant agrees only to deliver the Space in vacant
(except for the FF&E), broom-clean condition and the FF&E in its "as is"
condition as of the date hereof, reasonable wear and tear excepted.

                                       5



Tenant makes no representation or warranty with respect to the FF&E, whether
with respect to its condition or its fitness for any particular use or any other
matter. Subtenant shall occupy the Space and use the Space and the FF&E for
general business office purposes only and as otherwise permitted under the terms
of the Prime Lease. Subtenant shall take good care of the Space, the FF&E and
any other fixtures and appurtenances therein, and shall, at its own cost and
expense, make all repairs and replacements thereto (other than those provided in
the Prime Lease to be made by the Landlord thereof) as and when needed, to
preserve the Space and the FF&E in good working order and condition, customary
wear and tear excepted. At the expiration of the term hereof, Subtenant shall
surrender the Space to Tenant vacant (except for such items of FF&E as Landlord
may require be surrendered with the Premises pursuant to the Prime Lease),
broom-clean and in its "as is" condition (except for any permitted or required
removal of the FF&E and related repairs to the Space that may be required by
Landlord, the cost of which removal and/or repair shall be Subtenant's
responsibility). In the event Subtenant does not then wish to retain the FF&E,
it shall, nevertheless, remove the FF&E from the Premises and restore the
Premises to the condition required in the Prime Lease. The obligations of
Subtenant set forth in this Paragraph 5 shall survive the expiration or earlier
termination of this Sublease.

6. (a) Subtenant shall not make any alterations, installations, improvements,
additions, or other physical changes (other than decorative modifications) in,
on, or about, the Space ("Subtenant Alterations"), without obtaining the prior
written consent of Landlord and Tenant with respect thereto. Tenant agrees to
reasonably cooperate with Subtenant, at no cost to Tenant, in order to obtain
any such consent. Any permitted Subtenant Alterations shall be performed by
Subtenant, at Subtenant's sole cost and expense, in accordance with the terms of
the Prime Lease (including, but not limited to, compliance with any insurance
requirements, which benefits under any such policies shall inure to Tenant as
well), this Sublease, and applicable law, and the Space shall be surrendered to
Tenant in the condition provided for in Paragraph 5 hereof.

     (b) Prior to the Commencement Date, at Subtenant's sole risk, cost and
expense , and subject to the prior satisfaction of the conditions described in
Paragraph 1 hereof, Tenant shall permit Subtenant access to the Space for the
purpose of reconfiguring the FF&E and installing any Subtenant Alterations
(subject to the terms of Paragraph 6(a) above). Such access shall be permitted
at reasonable times and upon reasonable prior written notice to Tenant.
Notwithstanding that the Commencement Date shall have not yet occurred,
Subtenant hereby acknowledges and agrees that such access to the Space shall be
subject to all of the terms, covenants, obligations, and duties of Subtenant
under this Sublease (other than the obligation to pay fixed rent hereunder), and
Tenant shall have whatever rights and remedies permitted Tenant under this
Sublease, arising from, or in connection with, Subtenant's access to, or
alterations performed in, the Space, as if such reconfiguration or the
installation of any Subtenant Alterations had occurred subsequent to the
Commencement Date. Subtenant's delay, for any reason whatsoever, in completing
any work intended to be performed in the Space shall in no way delay the
Commencement Date.

     The obligations of Subtenant set forth in this Paragraph 6 shall survive
the expiration or earlier termination of this Sublease.

7. (a) In accordance with the terms set forth in Section 13.3(c) of the Prime
Lease, Subtenant shall not assign, sell, transfer (whether by operation of law
or otherwise), pledge, mortgage or otherwise encumber this Sublease or any
portion of its interest in the Space, nor sublet all or any portion of the
Space, or permit any other person or entity to use or occupy all or any portion
of the Space.

     (b) If this Sublease be assigned, or if the Space or any part thereof be
sublet, Tenant, after such default by Subtenant, may collect rent from the
assignee or sub-subtenant and apply the net amount collected to the Rental
herein reserved, but no such assignment or subletting shall be deemed a waiver
of the prohibition set forth in this Paragraph, or the acceptance of the
assignee or sub-subtenant as a subtenant, or a release of Subtenant from the
further performance and observance by Subtenant of the covenants, obligations
and agreements on the part of Subtenant to be performed or observed herein,

                                       6



including, without limitation, the prohibition on any further assignment, sale,
pledge, transfer, mortgage or subletting.

8. This Sublease is expressly made subject and subordinate to the terms and
conditions of the Prime Lease and to any and all mortgages and/or ground leases
to which the Prime Lease may be or become subject and subordinate. Except as
expressly provided for herein, or unless inconsistent with the stated terms of
this Sublease, the terms of the Prime Lease are incorporated herein by
reference, and SUBTENANT HEREBY ASSUMES AND AGREES TO PERFORM ALL OF TENANT'S
OBLIGATIONS UNDER THE PRIME LEASE AND TO COMPLY WITH AND ABIDE BY THE TERMS AND
CONDITIONS THEREOF INSOFAR AS THE SAME RELATE TO THE SPACE AND TO SUBTENANT'S
USE AND OCCUPANCY THEREOF AS AND WHEN PERFORMANCE IS DUE AFTER THE EFFECTIVE
DATE HEREOF, AND LANDLORD WILL HAVE THE RIGHT TO ENFORCE SUCH COVENANTS DIRECTLY
AGAINST SUBTENANT, except (x) for the payment of Base Rent (as such term is
defined in the Prime Lease) and Tenants Percentage Share of increases in
Operating Expenses and Property Taxes through and including December 31, 2002,
(y) for obligations of Tenant arising as a result of a default by Tenant under
the Prime Lease or as a result of the willful misconduct or gross negligence of
Tenant, and (z) if the context otherwise requires or as otherwise expressly
provided in Paragraph 18 or any other provisions hereof. Tenant (a) represents
that it has delivered a true and complete copy of the Prime Lease to Subtenant,
and (b) agrees not to amend or terminate the Prime Lease (except as provided in
Articles 17 and 18 of the Prime Lease with respect to casualty and condemnation,
respectively) so as to adversely affect the Subtenant's use of the Space, or to
materially increase Subtenant's obligations under the second sentence of this
Paragraph 8 or to materially limit or reduce the services under the Prime Lease
affecting the Space. Subtenant shall be entitled to receive (and Tenant shall
reasonably cooperate with Subtenant at Subtenant's written request, but at
Subtenant's sole cost and expense, in securing for Subtenant) all of the rights,
privileges, elections, benefits and services available to Tenant under the Prime
Lease, insofar as the same relate to the Space and Subtenant's use and occupancy
thereof, other than any renewal, expansion, termination or other similar rights
under the Prime Lease. Tenant, however, shall not be liable to Subtenant for any
failure of Landlord in providing such rights, privileges, elections, benefits
and services, but Subtenant shall be entitled to its appropriate share of any
rent abatement received by Tenant under the Prime Lease with respect to the
Space. Subtenant hereby indemnifies Tenant for, and shall hold it harmless from
and against, any and all losses, damages, penalties, liabilities, costs and
expenses, including, without limitation, reasonable attorneys' fees and
disbursements, which may be sustained or incurred by Tenant by reason of
Subtenant's failure to keep, observe or perform any of the terms, provisions,
covenants, conditions and obligations on Tenant's part to be kept, observed or
performed under the Prime Lease, to the extent same shall have been incorporated
herein, or otherwise arising out of, or with respect to, Subtenant's use and
occupancy of the Space from and after the Commencement Date. The obligations of
Subtenant set forth in this Paragraph 8 shall survive the expiration or earlier
termination of this Sublease.

9. (a) Notwithstanding anything to the contrary contained in this Sublease or in
the Prime Lease, Tenant shall not be required to (a) provide any of the services
(the "Services") that Landlord has agreed to provide to the Building or the
Space, whether or not specified in the Prime Lease or required by law, (b) make
any of the repairs or restorations that Landlord has agreed to make pursuant to
the Prime Lease or required by law, and (c) comply with any laws or requirements
of any governmental authorities, or undertake any action that Landlord has
agreed to perform, under the terms of the Prime Lease, with respect to the Space
and/or the Services. Tenant shall not be liable or responsible to Subtenant for
any losses, damages, or expenses incurred by Subtenant if either the quantity or
character of any of the Services is changed or is no longer available or
suitable for Subtenant's requirements, unless caused by Tenant's willful
misconduct or gross negligence. Tenant agrees to use all reasonable efforts, at
Subtenant's sole cost and expense, to require Landlord to furnish the Services
(provided, however, that Tenant shall not be obligated to use such efforts, or
take any action, which might give rise to a default under the Prime Lease), and
Subtenant shall rely upon, and look solely to, Landlord for the provision,
furnishing, and compliance, thereof.

                                       7



9. (b) If Landlord shall default in the performance of any of its obligations
under the Prime Lease, Tenant shall, upon written request and at the expense of
Subtenant, timely institute and diligently prosecute any action or proceeding
which Tenant, in its reasonable judgment, deems meritorious, in order to compel
Landlord to furnish the Services or comply with any other obligation of Landlord
under the Prime Lease or pursuant to law. Subtenant hereby indemnifies and holds
Tenant harmless from and against any and all such claims arising from, or in
connection with, any such request, action, or proceeding. This indemnity and
hold harmless agreement shall include indemnity from and against any and all
liability, fines, suits, demands, costs and expenses, of any kind or nature,
including, without limitation, reasonable attorneys's fees and disbursements,
arising from, or in connection with, any such claim, action or proceeding
brought thereon. Subtenant shall not make any claim against Tenant for any
damages arising from (a) the failure of the Landlord to keep, observe or perform
any of its obligations pursuant to the Prime Lease, unless such failure is due
to Tenant's gross negligence or (b) the acts or omissions of Landlord, its
agents, contractors, servants, employees, and invitees, nor shall Subtenant's
obligations under this Sublease be diminished thereby. The provisions of this
Paragraph 9(b) shall survive the expiration or earlier termination of the term
hereof.

     (c) As of the date hereof, Tenant represents and warrants that (i) Tenant
has received no notice of default under the Prime Lease, (ii) to its knowledge,
Landlord is not in default under the Prime Lease, and (iii) the Prime Lease is
in full force and effect. Tenant acknowledges that, pursuant to the terms of the
Prime Lease, as between Tenant and Landlord, Tenant will remain liable from and
after the date hereof for its obligations thereunder in accordance with the
terms thereof, including, without limitation, the obligation to pay rent
pursuant to the terms of the Prime Lease.

     (d) Subtenant shall make no alteration or additions to the Building's
electrical, heating, and plumbing systems servicing the Space, and Subtenant
covenants and agrees that at all times Subtenant's use of electric current shall
not exceed the capacity of existing feeders, risers or wiring installations
servicing the Space and/or the Building.

     (e) Subtenant, at Subtenant's expense, shall purchase and install all
lamps, tubes and bulbs used in the Space.

10. Unless caused by Tenant's gross negligence, Tenant shall not be liable for
any damage to persons or property sustained by Subtenant and others by reason of
Subtenant's use and occupancy of the Space. Subtenant shall obtain Comprehensive
General Liability insurance in amounts not less than that provided for below,
and any additional insurance policies that may be required under the Prime
Lease, which insurance coverage shall remain in effect throughout the term of
the Sublease.

                                  Bodily Injury
                              $2,000,000 per person
                            $2,000,000 per occurrence

                                 Property Damage
                            $2,000,000 per occurrence

     On or before the Commencement Date, Subtenant shall furnish to Tenant
copies of written endorsements of such insurance policies naming Tenant,
Landlord, and any parties that may be required under the Prime Lease, as
additional insureds.

                                       8



11. Notwithstanding any contrary provisions of this Sublease or the provisions
of the Prime Lease herein incorporated by reference, Subtenant shall not have
the right to terminate this Sublease as to all or any part of the Space, or be
entitled to an abatement of any Rental, by reason of a casualty or condemnation
affecting the Space unless Tenant is entitled to terminate the Prime Lease or is
entitled to a corresponding abatement with respect to its corresponding
obligations under the Prime Lease. If Tenant is entitled to terminate the Prime
Lease for all or any portion of the Space by reason of casualty or condemnation,
Subtenant may terminate this Sublease as to any corresponding part of the Space
by written notice to Tenant given at least five (5) days prior to the date(s)
Tenant is required to give notice to the Landlord of such termination under the
terms of the Prime Lease. Tenant shall not terminate the Prime Lease for all or
any portion of the Space so affected except upon receipt of written notice from
Subtenant, in a timely manner, that Subtenant elects to terminate this Sublease
Agreement as to all or a portion of the Space so affected.

12. (i) Any material violation by Subtenant of any of the terms, provisions,
covenants or conditions of the Prime Lease or of any rules or regulations
promulgated and enforced by Landlord, shall constitute a violation of this
Sublease. In the event of any such violation of the Prime Lease, any default in
the payment of Rental, or any other material violation of this Sublease, Tenant,
after giving Subtenant ten (10) days' prior written notice, or such shorter
period provided under the Prime Lease, shall have and may exercise against
Subtenant all the rights and remedies available to the Landlord under the Prime
Lease, as though the same were expressly reiterated herein as the rights of
Tenant, unless within said ten (10) day period, or such shorter period provided
under the Prime Lease, Subtenant has cured the specified default or violation,
or if the specified default or violation is of such a nature that it cannot be
cured within said ten (10) day period, or such shorter period provided under the
Prime Lease, Subtenant has diligently commenced the curing thereof within said
ten (10) day period, or such shorter period provided under the Prime Lease, but
in no event beyond the period provided in the Prime Lease. No waiver of any such
violation by either Tenant or Landlord shall be deemed a waiver of the term,
provisions, covenant, condition, rule or regulation in question or any other
subsequent violation.

     (ii) If the Prime Lease is terminated by Landlord pursuant to the terms
thereof with respect to all or any portion of the Space prior to the Expiration
Date for any reason whatsoever, including, without limitation, by reason of
casualty or condemnation, this Sublease shall thereupon terminate with respect
to any corresponding portion of the Space, and (unless such termination of the
Prime Lease shall be as a result of Tenant's default thereunder or a voluntary
surrender of the Space, other than a surrender of the Space permitted under the
Prime Lease with respect to a termination of the Prime Lease by reason of
casualty to, or condemnation of, the Space or the Building), Tenant shall not be
liable to Subtenant by reason thereof. In the event of such termination, Tenant
shall return to Subtenant that portion of the Rental paid in advance by
Subtenant with respect to such portion of the Space, if any, prorated as of the
date of such termination.

13. Subtenant shall not do or permit any act or thing to be done upon the Space
which may subject Tenant to any liability or responsibility for injury, damages
to persons or property or to any liability by reason of any violation of any
requirement of law, and shall exercise such control over the Space as to fully
protect Tenant against any such liability. Subtenant hereby indemnifies and
holds Tenant, its officers, directors, licensees, employees, agents and
contractors (collectively, the "Indemnitees") harmless, from and against (a) all
claims of whatever nature against the Indemnitees arising from any act, omission
or negligence of Subtenant, its contractors, licensees, agents, servants,
employees, or invitees, (b) all claims against the Indemnitees arising from any
accident, injury or damage whatsoever caused to any person or to the property of
any person and occurring during the term in or about the Space and arising from
any act, omission or negligence of Subtenant, its contractors, licensees,
agents, servants, employees, or invitees, and (c) all claims against the
Indemnitees arising from any accident, injury or damage occurring outside the
Space but anywhere within or about the real property, where such accident,
injury or damage arises from an act, omission or negligence of Subtenant or
Subtenant's contractors, licensees, agents, servants, employees, or invitees.
This indemnity and hold harmless agreement includes an indemnity from and
against any and all liability, fines, suits, demands, costs and expenses of any
kind or nature

                                       9



(including, without limitation, reasonable attorneys' fees and disbursements)
arising from, or in connection with, any such claim or proceeding brought
thereon, and the defense thereof.

14. (i) The time limits set forth in the Prime Lease for the giving of notices,
making demands, performance of any act, condition or covenant, or the exercise
of any right, remedy or option, are changed for the purpose of this Sublease, by
lengthening or shortening the same in each instance, as appropriate, so that
notices may be given, demands made, or any act, condition or covenant performed,
or any right, remedy or option hereunder exercised, by Tenant or Subtenant, as
the case may be (and each party covenants that it will do so) at least three (3)
days prior to the expiration of the time limit (unless otherwise expressly
provided in this Sublease), taking into account the maximum grace period, if
any, relating thereto contained in the Prime Lease. Each party shall promptly
deliver to the other party copies of all notices, requests or demands which
relate to the Space or the use of occupancy thereof after receipt of the same
from Landlord.

     (ii) Tenant agrees that whenever its consent or approval is required
hereunder, or where something must be done to Tenant's satisfaction, it shall
not unreasonably withhold or delay such consent or approval, provided, however,
that whenever the consent or approval of the Landlord, the lessor under a
superior lease, or any mortgagee, as the case may be, is also required pursuant
to the terms of the Prime Lease, if the Landlord, the lessor under a superior
lease, or any mortgagee, shall withhold its consent or approval for any reason
whatsoever, Tenant shall not be deemed to be acting unreasonably if it shall
also withhold its consent or approval. Subtenant shall reimburse Tenant for any
costs imposed by Landlord in connection with obtaining Landlord's consent to
this Sublease.

15. All payments and notices made or given hereunder shall be deemed
sufficiently made or given (i) within three (3) business days, if sent by
registered or certified mail, (ii) on the next business day, if sent overnight
delivery by a national courier, or (iii) when delivered, if sent by hand
delivery and acknowledged by a written receipt (but in no event shall payments
of Rental be received by Tenant later than the dates set forth in Paragraph 4(i)
hereof), addressed as follows:

          To Tenant: Rental payments and other notices shall be sent to Tenant
at:

                             c/o Weber Shandwick USA, Inc.
                             640 Fifth Avenue, New York, New York 10019
                             Attention: Vice President, Real Estate & Facilities
                             with a copy of all notices to:

                             The Interpublic Group of Companies, Inc.
                             1271 Avenue of the Americas
                             New York, New York 10020
                             Attention: General Counsel

          To Subtenant:
                             950 Winter Street, Suite 2410
                             Waltham, Massachusetts 02451

or to such other address as may be specified by either party, in writing, to the
other party.

16. (i) The term "Tenant" as used in this Sublease means only the person who may
be the tenant under the Prime Lease from time to time, so that, for example, in
the event of any assignment of the Prime Lease by Tenant, Tenant shall be and
hereby is freed and relieved of all terms, covenants, conditions, provisions and
agreements of the tenant thereafter accruing and it shall be deemed and
construed, without further agreement between the parties hereto, or their
successors in interest, or between the parties hereto and the assignee, that the
assignee has assumed and agreed to carry out any and all covenants and
obligations of Tenant thereafter accruing hereunder and under the Prime Lease.

                                       10



     (ii) Neither the shareholders, partners, directors or officers of Tenant or
any of the foregoing (collectively, the "Parties") shall be liable for the
performance of Tenant's obligations under this Sublease. Subtenant shall look
solely to Tenant to enforce Tenant's obligations hereunder and shall not seek
damages against any of the Parties. No property or assets of the Parties shall
be subject to levy, execution or other enforcement procedure for the
satisfaction of Subtenant's remedies under, or with respect to, this Sublease.

17. Subtenant warrants and represents that it has not dealt with any brokers
concerning the subletting of the Space, other than Insignia/ESG, Inc.
("Insignia") and Grubb & Ellis Company ("G&E"), and that no other brokers
negotiated this Sublease or are entitled to any commissions in connection
therewith. Subtenant hereby indemnifies and holds Tenant harmless in connection
with any suits, claims, fees and expenses (including reasonable attorneys' fees
and disbursements) resulting from any breach by Subtenant of the foregoing
representations. Tenant acknowledges it has entered into a separate agreement
with Insignia and G&E, and will pay Insignia and G&E a brokerage commission
pursuant to the terms of said agreement.

18. Notwithstanding anything contained in this Sublease to the contrary, except
as expressly provided herein, the following provisions of the Prime Lease shall
have no force and effect with respect to this Sublease: The following
definitions contained in the Basic Lease Information: Date; Term; Scheduled
Commencement Date; Expiration Date; Base Rent; Liability Insurance; Deposit;
Tenant's Address (primary and copy); Real Estate Brokers. And the terms
contained in the following provisions of the Prime Lease: Article 2; Section
3.1(a); subclause (i) of the first sentence of Section 9.1; Article 22; Article
24; Section 25.10; Section 25.11; and Exhibit B.

19. Tenant makes no representations as to safety issues involving code
compliance, or the presence of hazardous materials, in the Building, the Demised
Premises and/or the Space.

20. Subtenant hereby represents that it is duly authorized (i) by its Board of
Directors to enter into this Sublease and (ii) to transact business in the State
of California, and submits to the personal jurisdiction of any Federal of State
courts sitting in the State of California.

21. As security for the faithful performance and observance by Subtenant of the
terms, provisions, covenants and conditions of this Sublease, on the date hereof
Subtenant shall deliver to Tenant an unconditional, irrevocable letter of credit
in favor of Tenant in such form as is mutually acceptable to Subtenant and
Tenant in the amount of $64,000.00 (the "L/C" or the "Security"). The L/C shall
be issued by and drawable at all times during the term hereof upon the Silicon
Valley Bank ("SVB"), a bank organized under the laws of the State of California,
or any other bank willing to issue a letter of credit containing a "fax
presentation clause" clause substantially equivalent to the form annexed as
Exhibit B hereto and made a part hereof, at which the L/C will be processed upon
presentation and with a credit rating equivalent to or better than, and/or a net
worth equal to or higher than, that of SVB as of the date hereof or, if the
determination of the foregoing criteria should be found to be unfeasible, then
with a Moody's rating of AA or better, or, if Moody's should cease to issue such
ratings, a rating equivalent thereto. It is agreed that if an event of default
occurs, Tenant may draw, use, apply or retain the whole or any part of the
Security to the extent required for the payment of any Rental or any sum which
Tenant may expend, or may be required to expend, by reason of such event of
default, including, but not limited to, any damages or deficiencies in the
reletting of the Space. In the event that the L/C has been drawn and any such
Security is used or applied by Tenant as permitted hereunder, Subtenant shall
replenish such amount within five (5) days of demand by Tenant. Any cash
Security shall be deposited in a non-interest bearing account, and shall be
returned to Subtenant (less any amount deducted by Tenant as provided in this
Paragraph 21) within thirty (30) days after the expiration or earlier
termination of this Sublease. After the eighteenth (18th) month from and after
the month in which the Commencement Date occurs, provided Subtenant is not in
default at any time during the term of this Sublease, Tenant shall cooperate
with Subtenant to effect a reduction in the amount of the L/C or cash Security
held by Tenant to $32,000.00 (in

                                       11



the latter case, by payment to Subtenant within 30 days thereafter of the
balance of the Security, less any amounts then owing by and chargeable to
Subtenant in pursuant to the terms hereof).

22. Subtenant hereby acknowledges and agrees that the damage to Tenant resulting
from any failure by Subtenant to timely surrender possession of the Space to
Tenant will be harmful to Tenant, and will be impossible to accurately measure.
Accordingly, if Subtenant fails to deliver possession of the Space to Tenant as,
and when, required upon the expiration or earlier termination of this Sublease,
in addition to any other rights or remedies Tenant may have hereunder or at law,
Subtenant shall pay to Tenant as liquidated damages, on account of use and
occupancy of the Space, for each month or portion thereof that Subtenant
continues to hold over in the Space, a sum equal to Tenant's actual damages
arising from such holding over, including, without limitation, any and all
rental any other charges which Tenant shall be required to pay to Landlord
pursuant to the terms of Section 21.1 of the Prime Lease . Furthermore,
Subtenant hereby indemnifies and holds Tenant harmless from and against any
liability arising from Subtenant's failure to surrender the Space as provided
herein, including any claims made by any succeeding tenant of the Space. The
provisions of this Paragraph 22 shall survive the expiration or earlier
termination of this Sublease.

23. This agreement contains the entire agreement of the parties relating to the
subject matter hereof and supersedes all prior negotiations, conversations,
correspondence and agreements. No waiver or modification hereof shall be valid
or effective unless in writing and signed by the party or parties thereby
affected. This Sublease shall bind and inure to the benefit of the parties
hereto and their successors and assigns. This Sublease shall be construed in
accordance with the laws of the State of California. This Sublease may be
executed in any number of complete counterpart copies, each of which shall be
deemed an original for all purposes.

                     [Signatures appear on following page.]

                                       12



     IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be duly
executed as of the day and year first above written.

                                          WEBER GROUP, INC.


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                          INTL.Com, INC.


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                       13

EX-99.1

                Certification Pursuant to 18 U.S.C. Section 1350
      As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Rory J. Cowan, the Chairman, Chief Executive Officer and President of
Lionbridge Technologies, Inc. (the "Company"), certify, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that (i) the
Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2002
and filed on this date (the "Report") fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or
78o(d)); and (ii) the information contained in the Report fairly presents, in
all material respects, the financial condition and results of operations of the
Company for the period covered by the Report.

Dated:  August 14, 2002

/s/ Rory J. Cowan
- -----------------------------------------------
Rory J. Cowan
Chairman, Chief Executive Officer and President
Lionbridge Technologies, Inc.

The foregoing certification is being furnished solely pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 and is not to be deemed as part of the Report, nor is it to be deemed to be
filed pursuant to the Securities Exchange Act of 1934 or to form a part of the
Company's public disclosure in the United States or otherwise.

EX-99.2

                Certification Pursuant to 18 U.S.C. Section 1350
      As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Stephen J. Lifshatz, the Senior Vice President, Finance, Chief Financial
Officer and Treasurer of Lionbridge Technologies, Inc. (the "Company"), certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
1350, that (i) the Quarterly Report on Form 10-Q of the Company for the quarter
ended June 30, 2002 and filed on this date (the "Report") fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (15 U.S.C. 78m or 78o(d)); and (ii) the information contained in the Report
fairly presents, in all material respects, the financial condition and results
of operations of the Company for the period covered by the Report.

Dated:  August 14, 2002

/s/ Stephen J. Lifshatz
- ---------------------------------------------------------------------
Stephen J. Lifshatz
Senior Vice President, Finance, Chief Financial Officer and Treasurer
Lionbridge Technologies, Inc.

The foregoing certification is being furnished solely pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 and is not to be deemed as part of the Report, nor is it to be deemed to be
filed pursuant to the Securities Exchange Act of 1934 or to form a part of the
Company's public disclosure in the United States or otherwise.