EXHIBIT 10(u)




                                      LEASE


                  THIS  LEASE,  made  this  8th  day of  November, 1996,  by and
              between  AETNA REAL ESTATE  ASSOCIATES,  L.P., a Delaware  limited
              partnership,  ("LANDLORD")  C/O Allegis Realty  Investors LLC, 242
              Trumbull Street,  Hartford,  CT, 06103,  and NATIONAL  TRANSACTION
              NETWORK, INC., a Delaware corporation, ("Tenant").

                                   WITNESSETH:

                  That Landlord,  for and in  consideration of the rents and all
              other  charges and  payments  hereinafter  reserved and payable by
              Tenant, and of the covenants,  agreements,  terms,  provisions and
              conditions  to be kept and  performed  hereunder  by Tenant,  does
              hereby demise and lease to Tenant, and Tenant does hereby hire and
              take from Landlord,  the premises  described  below  ("Premises"),
              subject to all matters  hereinafter set forth and upon and subject
              to the covenants,  agreements, terms, provisions and conditions of
              this Lease for the term hereinafter stated.

                  1. TERMS.  Landlord and Tenant agree to the following,  unless
              otherwise specifically modified by provisions of this Lease:

                  1.1  Premises.  The Premises  demised by this Lease consist of
              approximately 17,436 rentable square feet on the first (1st) floor
              of the 2-Story Building (hereinafter defined) and are part of that
              certain real property upon which is constructed a certain building
              (the  "Building")  consisting of two parts: a two story portion of
              which  the  Premises   demised   hereby  is  a  part,   containing
              approximately  thirty-five  thousand  four  hundred  ninety  three
              (35,493)  rentable square feet (the "2 Story  Building")  commonly
              known as 117 Flanders Road, in the Town of Westborough,  County of
              Worcester,  Massachusetts;  and a second one story portion (the "1
              Story  Building")  which  adjoins  the  2  Story  portion  of  the
              Building. The location and dimensions of the Premises are shown on
              EXHIBIT  A. The total  rentable  square  feet in the  Building  is
              approximately  fifty thousand six hundred  seventy-five  (50,675),
              15,182 rentable  square feet of which is the 1 Story Building.  No
              easement for light or air is  incorporated  in the  Premises.  The
              land upon which the  Building  sits,  the  Building and the Common
              Areas are sometimes collectively referred to as the "Property".

                  1.1.1 Appurtenant  Rights and  Reservations.  (a) Tenant shall
              have, as appurtenant to the Premises,  the non-exclusive  right to
              use, and permit its  invitees to use, in common with  others,  the
              common  walkways  necessary  for access to the  Building;  parking
              spaces in the  Building  parking  lot as set forth in  Section  45
              hereof; and the common toilets, corridors and wash room facilities
              on Tenant's  floor and any other common area  provided by Landlord
              on  such  floor;  Building  entrances;  the  ground  floor  lobby,
              passenger  and freight  elevators;  and loading  docks serving the
              Building


              





              ("Common  Areas");  but such  rights  shall  always be  subject to
              Landlord rights to modify the size and location of such facilities
              and  to  reasonable  rules  and  regulations  from  time  to  time
              established by Landlord for the proper and efficient  operation of
              the Building pursuant to Section 47.

                           (b) Excepted  and excluded  from the Premises are the
              ceiling,  floor,  perimeter walls and exterior windows (except the
              inner  surfaces of each  thereto),  and any space in the  Premises
              used for  shafts,  stacks,  pipes,  conduits,  fan  rooms,  ducts,
              electric or other utilities,  janitorial  closets,  sinks or other
              Building facilities. Landlord shall have the right to place in the
              Premises  (but  in such  manner  as to  reduce  to a  minimum  any
              interference  with  Tenant's use of the Premises)  utility  lines,
              equipment,  stacks, pipes, conduits,  ducts and the like, provided
              that any such  installation  shall be  boxed  and  decorated  in a
              manner  consistent  to the  remainder  of the  area in which it is
              located, and provided installations shall not materially interfere
              with Tenant's use of the Premises for the ordinary  conduct of its
              business.   To  the  extent  reasonably   practicable,   any  such
              installation  shall be located  above hung  ceilings,  beneath the
              floor or behind walls.

                  1.2  Lease Term:

                           Five (5) years plus any  portion of a calendar  month
              as may be included at the beginning of the Term.

                  1.3 Rent.  The  basic  rent  ("Rent")  shall  commence  on the
              Commencement Date and is as follows:

                  a)       Month 1-24 $108,975 annually or $9,081.25 per month;

                  b)       Month 25-48 $113,334 annually or $9,444.50 per month;

                  c)       Month 49-60 $117,693 annually or $9,807.75 per month.

                In addition to the Rent,  Tenant shall pay the  Additional  Rent
              described in Article 10 and Article 17.

                  1.4  Notices and Payments Addresses:

                           If to Landlord:

                           Aetna Real Estate Associates, L.P.
                           c/o Trammell Crow NE, Inc.
                           745 Atlantic Avenue
                           Boston, MA  02111
                           Attn: Property Management




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                           With a required copy to:

                           Kassler & Feuer, P.C.
                           101 Arch Street, 18th Floor
                           Boston, MA  02110
                           Attn: James D. Sperling, Esq.

                           If to Tenant:

                           National Transaction Network, Inc.
                           117 Flanders Road
                           Westborough, MA  01581
                           Attn: Vice President, Finance

                           With a required copy to:

                           Testa, Hurwitz & Thibeault, LLP
                           High Street Tower
                           125 High Street
                           Boston, MA  02110
                           Attn: Real Estate Department

                  1.5 Tenant's  Proportionate Share. The Tenant's  Proportionate
              Share of the 2-Story  Building is 49.13%;  Tenant's  Proportionate
              Share of the entire Building is 34.41%.  Expenses allocable to the
              2-Story Building exclusively will be allocated on the basis of the
              2-Story Building Tenant Proportionate Share;  expenses incurred on
              the basis of the  Building  will be  allocated on the basis of the
              Tenant Proportionate Share for the Building.

                  2.   COMMENCEMENT AND EXPIRATION DATES.

                  2.1  Lease Term.  The term of this Lease shall be as set forth
              in Section 1.2.

                  2.2  Commencement Date.

                  2.2.1 The Commencement  Date shall be upon Tenant's  occupancy
              of the  Premises  for  the  purpose  of  conducting  its  business
              operations  but not later than 60 days after the execution date of
              this Lease,  provided that Landlord's Work has been  substantially
              completed.

                  2.3 Delivery of Possession.  Should Landlord tender possession
              of the Premises to Tenant prior to the date specified as the Lease
              Commencement  Date, and Tenant elects to accept such prior tender,
              such prior occupancy shall be subject to all the terms,  covenants
              and  conditions  of this Lease,  including the payment of Rent and
              Additional Rent; provided,  however that, if the Landlord,  in its
              sole  discretion,   considers  the  Premises  to  be  in  suitable
              condition for entry by Tenant, Tenant may enter the Premises prior
              to the Commencement Date without the payment of Rent


                                        3





              and Additional  Rent (except for  electricity  costs  specifically
              incurred due to Tenant's  activities in the Premises,  which costs
              will be charged to Tenant) for  purposes of tenant  fit-up,  phone
              and  computer  installation,  and  the  like,  and  for  no  other
              purposes.  The  Commencement  Date  shall be  deemed  to  commence
              immediately  at such time as Tenant shall use the Premises for the
              operation of Tenant's business.

                  2.4 Tenant's  Option to Extend.  Provided that, at the time of
              such  exercise,  this  Lease  is still in full  force  and  effect
              without  default by Tenant  beyond  applicable  grace  periods and
              Tenant  occupies  at  least  seventy-five  percent  (75%)  of  the
              Premises Rentable Area for its own business purposes, Tenant shall
              have the right and option (the  "Extension  Option") to extend the
              Term of this  Lease  for one (1)  extended  term of five (5) years
              (the  "Extended  Term") (or such  shorter  period as Landlord  and
              Tenant shall mutually agree).  The Extended Term shall commence on
              the day immediately  succeeding the expiration date of the Initial
              Term and  shall  end on the day  immediately  preceding  the fifth
              anniversary of the first day of such Extended  Term.  Tenant shall
              exercise  its  Extension  Option for the  Extended  Term by giving
              written  notice to  Landlord of its desire to do so not later than
              twelve (12)  months  prior to the  expiration  date of the Initial
              Term.  The  giving of such  notice by Tenant  shall  automatically
              extend the Term of this Lease for the  applicable  Extended  Term,
              and no instrument  of renewal need be executed.  In the event that
              Tenant  fails to give such  notice to  Landlord  this Lease  shall
              automatically  terminate at the end of the Initial Term and Tenant
              shall have no further option to extend the Term of this Lease. The
              Extended  Term  shall be on all the terms and  conditions  of this
              Lease,   except  (i)  during  any  Extended  Term,  the  extension
              provisions of this Section  shall not be  effective,  and (ii) the
              Base  Rent for the  Extended  Term  shall be the  prevailing  base
              rental rate projected to the time of  commencement of the Extended
              Term for comparable  space in the Building or comparable  space in
              the market, but in any event not less than the Base Rent in effect
              immediately prior to the Extended Term.  Landlord and Tenant shall
              attempt to agree upon the  applicable  Base Rent but, if agreement
              is not reached by that date which is eleven  (11) months  prior to
              the  commencement  date of the Extended Term,  either  Landlord or
              Tenant may elect to follow the Appraisal Process for determination
              of such Base Rent. The Appraisal  Process shall be a determination
              of the market rate by three (3)  appraisers,  one  selected by the
              Landlord, one by the Tenant and the third by the two appraisers so
              selected,  each of whom  shall  have had at least  ten (10)  years
              experience  in  appraising  commercial  real  estate  in the Route
              495/Route 9 Area. Each appraiser shall independently determine the
              projected market rate of the Premises as of the commencement  date
              of the  Extended  Term,  taking into  account all of the terms and
              conditions of this Lease. The market rate of the Premises shall be
              deemed to be the  appraisal,  if any,  which is the average of the
              other two, or, if there is no such  appraisal,  the average of the
              two appraisals


                                        4




              arithmetically  closest in amount. The cost of the third appraiser
              shall be borne equally by the Landlord and Tenant, and the cost of
              each of the  other  two  appraisers  shall be  borne by the  party
              selecting  them.  Upon  determination  of the  Base  Rent  for the
              Extended  Term  pursuant to the  foregoing,  the parties  agree to
              execute an amendment to the Lease acknowledging the same.

                  3.  PAYMENT OF RENT.  Tenant  shall pay  Landlord the Rent and
              Additional  Rent (as  defined  in  Article  10,  Article  17,  and
              elsewhere  in this  Lease) and any other  payments  due under this
              Lease without prior notice,  deduction or offset,  in lawful money
              of the United  Sates in advance on or before the first day of each
              month,  except that the first  month's Rent shall be paid upon the
              execution  hereof, at the address noted in Section 1.4, or to such
              other party or at such other place as Landlord may hereafter  from
              time to time  designate  in  writing.  Rent and other  amounts due
              under this Lease for any partial  month at the beginning or end of
              the Lease term shall be prorated.

                  4.   [INTENTIONALLY DELETED].

                  5.  SECURITY  DEPOSIT.  As security  for its full and faithful
              performance  of this Lease,  Tenant  shall pay Landlord a security
              deposit of Nine  Thousand  Three  Hundred  Seventy  One and 85/100
              Dollars  ($9,371.85)  upon  execution  of this  Lease.  If  Tenant
              defaults  with respect to any covenant or condition of this Lease,
              including but not limited to the payment of Rent,  Additional Rent
              or any other payment due under this Lease,  Landlord may apply all
              or any part of the  security  deposit to the payment of any sum in
              default or any other sum which  Landlord  may be  required or deem
              necessary to spend or incur by reason of Tenant's default. In such
              event, Tenant shall, upon demand, deposit with Landlord the amount
              so applied to replenish the security  deposit within ten (10) days
              of Landlord's demand therefor. If Tenant shall have fully complied
              with all of the  covenants and  conditions  of this Lease,  (or if
              otherwise,  promptly following determination of Tenant's liability
              for such failures to comply),  the amount of the security  deposit
              or any remaining  balance thereof,  then held by Landlord shall be
              repaid to Tenant within  thirty (30) days after the  expiration or
              sooner  termination of this Lease.  Landlord may, in the event the
              security deposit is depleted,  at Landlord's  election,  apply any
              Rent or  Additional  Rent  prepaid  by  Tenant  to  replenish  the
              deposit.  Landlord  shall not be  required  to keep this  security
              deposit  separate from its other funds unless required by law, and
              Tenant  shall not be  entitled to  interest  on such  deposit.  As
              additional  security  for  Tenant  improvement  dollars  spent  by
              Landlord,  and as a precondition to this Lease becoming effective,
              Tenant shall  provide to Landlord on the date of execution of this
              Lease, a clean,  irrevocable  letter of credit as security for the
              performance of the obligations of Tenant hereunder, subject to the
              terms and  conditions  set forth in this  Section  5, in an amount
              equal to Twenty Six  Thousand  One  Hundred  Fifty Four and 00/100
              Dollars


                                        5





              ($26,154.00)  ("Initial Amount").  Because the exact amount of the
              Tenant  improvement  dollars to be spent by Landlord  has not been
              determined  as  of  the   execution  of  this  Lease,   upon  such
              determination,  Tenant  may, at  Tenant's  sole cost,  replace the
              existing  Letter  of  Credit  with a Letter  of  Credit  otherwise
              meeting the  requirements  hereof in an amount based on the actual
              initial amount ($3.00 per square foot x 50%). Any letter of credit
              delivered  hereunder  shall be  issued in favor of  Landlord  by a
              Massachusetts  bank  (and  otherwise  be in  form  and  substance)
              acceptable  to  Landlord.   For  so  long  as  no  default  beyond
              applicable  notice and grace  periods,  if any, has occurred under
              the Lease (and no event has  occurred or  condition  exists  which
              with  notice  and/or the passage of time would give rise to such a
              default),  on each  anniversary  of the  delivery  of the  initial
              letter of credit  Tenant may replace the then  existing  letter of
              credit with a new letter of credit in substantially  the same form
              in accordance with the following schedule:


                           Replacement Date                       Amount

                           First Anniversary                60% x Initial Amount
                           Second Anniversary               30% x Initial Amount
                           Third Anniversary                Zero

                           It shall  constitute an immediate event of default if
              (i) Landlord  shall not have at all required  times a valid letter
              of credit in the form and  amounts set forth above or (ii) if less
              than five (5)  Business  Days  remain  before any letter of credit
              held by Landlord  expires.  If Tenant shall fail to perform any of
              its obligations under the Lease beyond applicable notice and grace
              periods,  if any,  Landlord may, but shall not be obliged to, draw
              the  entire  amount of the  letter of credit  and apply the amount
              necessary  to cure  the  default.  The  balance  shall  be held by
              Landlord  as a security  deposit for the  performance  of Tenant's
              remaining  obligations  hereunder,  and Tenant  shall be obligated
              upon demand to restore the cash security deposit from time to time
              to the amount of the letter of credit required  hereunder prior to
              the  original  default  by  Tenant.   Any  cash  security  deposit
              hereunder  may be mingled  with  other  funds of  Landlord  and no
              fiduciary  relationship  shall be  created  with  respect  to such
              deposit,  nor shall  Landlord be liable to pay Tenant any interest
              thereon. Within thirty (30) days after the expiration of the third
              year of the Term, the letter of credit, to the extent not drawn or
              applied, shall be returned to Tenant, without interest.

                  6.   USES.

                  6.1  Permitted  Uses.  The  Premises  are to be used  only for
              first-class office uses and storing, warehousing, and distribution
              of electronic  payment  systems and software,  and ancillary  uses
              related thereto ("Permitted Uses") and for no other business or


                                        6





              purpose  without the prior  written  consent of  Landlord.  Tenant
              agrees not to overload the floors of the Building. No act shall be
              done in or  about  the  Premises  that is  unlawful  or that  will
              increase the existing  rate of insurance on the  Building.  In the
              event of a breach of this  covenant,  Tenant shall pay to Landlord
              any and all increases in insurance  premiums  resulting  from such
              breach. Tenant shall not commit or allow to be committed any waste
              upon the Premises,  or any public or private nuisance or other act
              or thing which  disturbs the quiet  enjoyment of the  occupancy of
              any adjacent property.  Tenant, at its expense,  shall comply with
              all laws  relating to its use or  occupancy  of the  Premises  and
              shall  observe such  reasonable  rules and  regulations  as may be
              adopted and made available to Tenant by Landlord from time to time
              for the  safety,  care  and  cleanliness  of the  Premises  or the
              Building and for the  preservation  of good order therein.  Tenant
              shall be exclusively  responsible for determining  that its use of
              the Premises complies with applicable zoning and other laws.

                  6.2   Hazardous Materials.

                  6.2.1 As used herein, the term "Hazardous Material" shall mean
              any substance or material which has been  determined by any state,
              federal or local governmental  authority to be capable of posing a
              risk of injury to health,  safety or  property,  including  all of
              those materials and substances designated as hazardous or toxic by
              the city in which the Premises are located, the U.S. Environmental
              Protection  Agency,  the Consumer Product Safety  Commission,  the
              Food and Drug  Administration,  and any federal agencies that have
              overlapping  jurisdiction  with such state agencies,  or any other
              governmental  agency  now  or  hereafter  authorized  to  regulate
              materials and substances in the environment.

                  6.2.2 Tenant agrees not to introduce  any  Hazardous  Material
              in, on or  adjacent to the  Premises  without  complying  with all
              applicable  federal,  state and local  laws,  rules,  regulations,
              policies and authorities relating to the storage, use or disposal,
              and clean-up of Hazardous  Materials,  including,  but not limited
              to, the obtaining of proper permits.

                  6.2.3 Tenant shall immediately notify Landlord of any inquiry,
              test,  investigation,  or  enforcement  proceeding  by or  against
              Landlord or the Premises concerning a Hazardous  Material.  Tenant
              acknowledges  that Landlord,  as the owner of the Premises,  shall
              have the right,  at its  election,  in its own name or as Tenant's
              agent,  to negotiate,  defend,  approve,  and appeal,  at Tenant's
              expense,  any  action  taken  or order  issued  with  regard  to a
              Hazardous Material by an applicable  governmental  authority which
              Hazardous  Material  has  been  introduced  in,  on or near to the
              Building by Tenant or those claiming by or through Tenant.

                  6.2.4  If Tenant's storage, use or disposal of any Hazardous
              Material in, on or adjacent to the Premises results in any


                                        7





              contamination of the Premises,  the soil or surface or groundwater
              (i) requiring remediation under federal,  state or local statutes,
              ordinances,  regulations or policies,  or (ii) at levels which are
              unacceptable  to  Landlord,  in  Landlord's  reasonable  judgment,
              Tenant agrees to clean-up the contamination. Tenant further agrees
              to indemnify,  defend and hold Landlord  harmless from and against
              any  claims,  suits,  causes of  action,  costs,  fees,  including
              attorneys'  fees and costs,  arising out of or in connection  with
              any clean-up work, inquiry or enforcement proceeding in connection
              therewith,  and any  Hazardous  Materials  currently  or hereafter
              used,  stored or disposed  of by Tenant or its agents,  employees,
              contractors or invitees on or about the Premises. Tenant shall not
              be responsible for Hazardous Materials existing at the Building or
              in the Premises prior to the Commencement Date.

                  6.2.5  Notwithstanding  any other  right of entry  granted  to
              Landlord under this Lease,  Landlord shall have the right to enter
              the Premises or to have consultants enter the Premises  throughout
              the term of this Lease for the purpose of determining: (1) whether
              the  Premises  are in  conformity  with  federal,  state and local
              statutes,  regulations,  ordinances,  and policies including those
              pertaining to the  environmental  condition of the  Premises,  (2)
              whether  Tenant  has  complied  with this  Section  6, and (3) the
              corrective measures, if any, required of Tenant to ensure the safe
              use,  storage and  disposal of Hazardous  Materials,  or to remove
              Hazardous   Materials.   Tenant  agrees  to  provide   access  and
              reasonable  assistance for such inspections.  Such inspections may
              include, but are not limited to, entering the Premises or adjacent
              property  with drill rigs or other  machinery  for the  purpose of
              obtaining laboratory samples. Landlord shall not be limited in the
              number  of such  inspections  during  the term of this  Lease.  If
              Hazardous  Materials are determined to be on or about the Premises
              in a manner  inconsistent with this Article 6 due to Tenant's acts
              or omissions or due to the acts or omissions  those claiming by or
              though  Tenant,  Tenant shall  reimburse  Landlord for the cost of
              such  inspections  within  ten (10) days of  receipt  of a written
              statement  therefor.   If  such  consultants  determine  that  the
              Premises are contaminated with Hazardous Materials  introduced in,
              on or near to the  Building  by  Tenant  or those  claiming  by or
              through Tenant,  Tenant shall, in a timely manner, at its expense,
              remove  such  Hazardous  Materials  or  otherwise  comply with the
              recommendations of such consultants to the reasonable satisfaction
              of Landlord and any applicable  governmental  agencies.  The right
              granted to  Landlord  herein to  inspect  the  Premises  shall not
              create a duty on  Landlord's  part to  inspect  the  Premises,  or
              liability  of Landlord for  Tenant's  use,  storage or disposal of
              Hazardous  Materials,  it being  understood  that Tenant  shall be
              solely responsible for all liability in connection therewith.

                  6.2.6 Tenant shall surrender the Premises to Landlord upon the
              expiration or earlier  termination of this Lease free of Hazardous
              Materials introduced in, on or near to the Building by


                                        8





              Tenant or those claiming by or through Tenant,  and in a condition
              which  complies  with  all  governmental   statutes,   ordinances,
              regulations and policies,  recommendations of consultants hired by
              Landlord, and such other reasonable requirements as may be imposed
              by Landlord.

                  6.2.7 Tenant's  obligations under this Article 6 shall survive
              termination of this Lease.

                  7. LATE CHARGES.  Tenant hereby acknowledges that late payment
              to Landlord of Rent,  Additional  Rent or other sums due hereunder
              will cause Landlord to incur costs not contemplated by this Lease,
              the  exact  amount  of  which  will  be  extremely   difficult  to
              ascertain.  If any  Rent,  Additional  Rent or other  sum due from
              Tenant is not received by Landlord or Landlord's  designated agent
              within five (5) days of the date when due,  then Tenant  shall pay
              to  Landlord  a late  charge  equal to five  percent  (5%) of such
              overdue  amount,  plus any reasonable  attorneys' fees incurred by
              Landlord  by  reason  of  Tenant's  failure  to pay Rent and other
              charges  when due  hereunder.  The parties  hereby agree that such
              late charges represent a fair and reasonable  estimate of the cost
              that  Landlord  will  incur by reason of  Tenant's  late  payment.
              Landlord's  acceptance of such late charges shall not constitute a
              waiver of Tenant's  default with respect to such overdue amount or
              estop  Landlord  from  exercising  any of  the  other  rights  and
              remedies granted hereunder.

                  8.   REPAIRS AND MAINTENANCE.

                  8.1  Landlord's  Obligation.  Landlord  agrees to keep in good
              repair,  at its  expense,  the  structural  portions  of the roof,
              foundations,  and exterior  walls of the Building and  underground
              utility  and  sewer  pipes  outside  the  exterior  walls  of  the
              Building,  if  any,  except  repairs  rendered  necessary  by  the
              negligence  of Tenant,  or  Tenant's  employees,  guests,  agents,
              customers,  independent  contractors  or  invitees,  the repair of
              which  shall  be  paid  for by  Tenant  within  ten  (10)  days of
              Landlord's  written  demand,  except as  covered  by the waiver of
              subrogation referenced in Section 19 hereof.  Landlord also agrees
              to keep in good  condition  and repair and  perform  the  periodic
              maintenance  of the Common Areas,  the Outside Area, as defined in
              Section  10.1.3,   the  Building   systems   (including,   without
              limitation,  the HVAC, electrical and plumbing systems), glass and
              exterior  doors,  and the roof  membrane,  at a cost to be paid by
              Tenant  pursuant  to  Article  10.  Landlord  shall  be  under  no
              obligation to inspect the interior of the  Building.  Tenant shall
              promptly  report in writing to Landlord  any  defective  condition
              known to it which Landlord is required to repair.

                  8.2  Tenant's Obligations.  Tenant accepts the Premises in
              their present condition subject to the completion of Landlord's
              Work and as suited for the uses intended by Tenant. Tenant shall,


                                        9





              throughout  the  initial  term of  this  Lease  and  any  renewals
              thereof,  at its expense,  maintain the Premises in  substantially
              the same condition they were in on the Commencement  Date,  except
              those repairs  expressly  required to be made by Landlord.  Tenant
              agrees to return the  Premises to Landlord  at the  expiration  or
              prior termination of this Lease in as good condition and repair as
              when first received,  normal wear and tear, damage by storm, fire,
              lightning,   earthquake  or  other  casualty  and  eminent  domain
              excepted. Tenant hereby waives any law regarding Tenant's right to
              make repairs and deduct the expenses of such repairs from the Rent
              due under the Lease.

                  9.   UTILITIES AND SERVICES.

                  9.1 Utility Bills.  Tenant shall promptly pay to the supplying
              utility all electricity,  fuel, phone, light, heat, electric power
              and other  utility  bills  for the  Premises  which are  currently
              separately metered.  If Tenant does not pay these bills,  Landlord
              may pay them and such payment  shall be added to the Rent.  Tenant
              will be billed its  Proportionate  Share for Common Area  electric
              and HVAC.  Tenant  will also pay its  Proportionate  Share for all
              water, sewer and gas supplied to the Property.

                  9.2  Disclaimer.  Except  in  the  case  of  Landlord's  gross
              negligence,  Landlord shall not be liable for any loss,  injury or
              damage to  property  caused by or  resulting  from any  variation,
              interruption,  or  failure  of  such  services  due to  any  cause
              whatsoever,  or from  failure to make any  repairs or perform  any
              maintenance. No temporary interruption or failure of such services
              incident to the making of repairs,  alterations,  or improvements,
              or due  to  accident,  strike,  or  conditions  or  events  beyond
              Landlord's  reasonable  control  shall be  deemed an  eviction  of
              Tenant  or  relieve  Tenant  from  any  of  Tenant's   obligations
              hereunder.  In no event shall Landlord be liable to Tenant for any
              damage to the  Premises  or for any loss,  damage or injury to any
              property  therein  or thereon  occasioned  by  bursting,  rupture,
              leakage or  overflow of any  plumbing  or other pipes  (including,
              without  limitation,  water,  steam,  and/or  refrigerant  lines),
              sprinklers,  tanks, drains,  drinking fountains or washstands,  or
              other similar  cause in, above,  upon or about the Premises or the
              Building.

                  9.3 Heat Producing Equipment.  Before installing any equipment
              or lights  which  generate an undue amount of heat in the Premises
              or if Tenant plans to use any  high-power  usage  equipment in the
              Premises,  Tenant shall obtain the written permission of Landlord.
              Landlord may refuse to grant such permission  unless Tenant agrees
              to pay the costs to Landlord for installation of supplementary air
              conditioning  capacity or electrical systems  necessitated by such
              equipment. In addition, Tenant shall, in advance, on the first day
              of each month during the Lease term,  pay Landlord the  reasonable
              amount estimated by Landlord as the cost of furnishing electricity
              for the operation of such high-power usage


                                       10





              equipment   and  the  cost  of  operation   and   maintenance   of
              supplementary air conditioning  units necessitated by Tenant's use
              of any equipment which generates an undue amount of heat. Landlord
              shall be  entitled to install  and  operate at  Tenant's  cost,  a
              monitoring/metering  system in the  Premises  to measure the added
              demands on electricity, heating, ventilation, and air conditioning
              systems  resulting  from  Tenant's  heat  generating or high-power
              equipment  usage,  and  after-hours   service   requirements.   At
              Landlord's  option,  Landlord  may  require  Tenant to remove,  at
              Tenant's expense, any such electrical systems or supplementary air
              conditioning  system  upon  termination  of the Lease,  and Tenant
              shall repair any damage to the Premises or the Building  caused by
              such removal.

                  10.  ADJUSTMENTS.

                  10.1  Definition.  In addition to the rent,  and as additional
              rent  ("Additional  Rent"),  Tenant  shall  pay  to  Landlord  the
              applicable  Tenant's  Proportionate Share of the total cost of the
              following  items,  it being the parties  intention  that  Tenant's
              occupancy hereunder be on an absolutely net basis to Landlord:

                  10.1.1 All Property Taxes.  "Property  Taxes" shall be defined
              to include any form of assessment,  license, fee, rent, tax, levy,
              penalty (if a result of Tenant's delinquency),  or tax (other than
              net income, estate, succession, inheritance, transfer or franchise
              taxes),  imposed by an  authority  having  the direct or  indirect
              power to tax, or by any city, county,  state or federal government
              or any improvement or other district or division thereof,  whether
              such tax is: (i)  determined  by the area of the  Premises  or the
              Building  or any part  thereof or the Rent and other sums  payable
              hereunder  by Tenant,  including,  but not  limited  to, any gross
              income or excise  tax levied by any of the  foregoing  authorities
              with  respect to receipt of such rent or other sums due under this
              Lease;  (ii) upon any legal or  equitable  interest of Landlord in
              the Premises or the Building or any part thereof;  (iii) upon this
              transaction or any document to which Tenant is a party creating or
              transferring  any interest in the Premises or the  Building;  (iv)
              levied or assessed in lieu of, in substitution for, or in addition
              to,  existing or  additional  taxes  against  the  Premises or the
              Building whether or not now customary or within the  contemplation
              of the parties; or (v) surcharged against the parking area.

                  10.1.2 All insurance premiums for the Property. Such insurance
              premiums   shall   include  all   insurance   premiums   for  fire
              ("All-Risk"),  extended  coverage,  public  liability,  and  other
              insurance which Landlord reasonably deems necessary;

                  10.1.3  All  reasonable  costs to  operate,  maintain,  clean,
              repair,  replace,  supervise,  insure and  administer the Property
              including,  without limitation, the Building, the Common Areas and
              the areas outside the Building including, but not limited to,


                                       11





              parking areas, landscaping,  sidewalks,  signage, and the Building
              roof   membrane("Outside   Areas"),   and  the  Building   systems
              (including HVAC, electrical and plumbing). Provided, however, that
              any of such  expenses  and costs  which  would be  deemed  capital
              improvements in accordance with GAAP shall be amortized over their
              useful life in accordance with 10.1.7.

                  10.1.4 Any parking charges or other costs levied,  assessed or
              imposed by, or at the direction of, or resulting  from statutes or
              regulations,  or  interpretations  thereof,   promulgated  by  any
              governmental  authority or insurer in  connection  with the use or
              occupancy of the Premises or the common areas of the Building;

                  10.1.5 Cost incurred by Landlord for electricity,  fuel, water
              and sewer use  charges,  and all other  utilities  supplied to the
              Property,  and  fees  for  any  public  services  rendered  to the
              Property, except for those actually paid or reimbursed to Landlord
              by tenants of the Property.

                  10.1.6 Any reasonable  property  management fees not to exceed
              fees charged  typically in other similar  office  buildings in the
              Westborough,  Massachusetts  area, and  reasonable  administrative
              costs,  including,  but not limited  to, the cost of  compensation
              (including  employment  taxes and fringe  benefits) of all persons
              who  perform  regular  and  recurring  duties  connected  with the
              Property and the Building,  and any  reasonable  costs incurred in
              connection  with  employing  a tax  advisory  service to obtain an
              abatement  of  Property  Taxes or to appeal the  valuation  of the
              Building and/or real property on which it is situated; and

                  10.1.7  Amortization  over  its  useful  life  of  any  energy
              management  system  or other  capital  improvements  installed  by
              Landlord, adding thereto a reasonable interest factor (taking into
              account the rate then being charged by  institutional  lenders for
              loans to finance the item over its useful life) on the unamortized
              portion of the improvement.

                  Notwithstanding  the foregoing,  the following  items shall be
              excluded  from those  items  which  Landlord  shall be entitled to
              charge Tenant its Proportionate Share under this Article 10:

                  Salaries, wages, benefits and other expenses of administrative
              employees and other  persons not involved in the daily  operations
              of the Building (but charges for periodic, not daily,  maintenance
              personnel  shall be included as chargeable  expenses);  principal,
              interest or other charges  relating to  indebtedness  secured by a
              mortgage covering any portion of the Building or the Land; capital
              expenditures  for  effecting any expansion of the rentable area of
              the  Building;  expenses  relative to any utility or other service
              used or consumed in the premises leased to any tenant or occupant,
              but only if Tenant's use or  consumption  of such utility or other
              services is separately metered or submetered at the Premises;


                                       12





              expenses  relative to efforts to lease portions of the Building or
              to procure  new tenants for the  Building,  including  advertising
              expenses, leasing commissions and attorney's fees; negotiations or
              disputes  with any  tenant  of the  Building;  Landlord's  general
              overhead   costs  not  directly   related  to  the  management  or
              operations of the Building;  depreciation of the Building; repairs
              and  replacements  arising  out of a fire or other  casualty or an
              exercise  of the  eminent  domain  of  the  Building  except  that
              insurance   deductibles  payable  shall  be  properly  chargeable;
              Landlord's breach or violation of a law, lease or other obligation
              (unless  resulting from a Tenant breach of this Lease),  including
              fines,  penalties  and  attorneys'  fees,   compensation  paid  to
              employees  or  other   persons  in  connection   with   commercial
              concessions  operated by Landlord;  fees for licenses,  permits or
              inspections  that  are not  part  of  routine  maintenance  of the
              Building or result from the act or  negligence  of Landlord or any
              other tenant of the Building;  environmental testing,  remediation
              and  compliance  relating to Hazardous  Materials  existing at the
              Building  prior to the  Commencement  Date hereof;  compliance  by
              Landlord  with  laws  existing  as of  the  date  of  this  Lease,
              including  without  limitation the Americans with Disabilities Act
              and the regulations and standards thereunder, except to the extent
              provided  due to the  specific  nature of Tenant's  occupancy  (as
              opposed to general  office use);  sculptures,  paintings and other
              works  of  art;   repairs   necessary   to  cure  defects  in  the
              construction  of  any  structural  portion  or  component  of  the
              Building;  any  items  with  respect  to which  Landlord  actually
              receives  reimbursement  from  insurance  proceeds or from a third
              party.

                  10.2 Monthly  Payments.  Upon the  commencement of this Lease,
              Landlord  shall submit to Tenant a good faith  estimate of monthly
              Adjustments for the period between the  Commencement  Date and the
              following   January  1,  and  Tenant  shall  pay  these  estimated
              Adjustments as additional  rent  ("Additional  Rent") on a monthly
              basis  concurrently  with the  payment of the Rent.  Tenant  shall
              continue to make such monthly payments for every month of the term
              until  notified by Landlord of any change  therein.  By March 1 of
              each year,  Landlord  shall provide to Tenant a statement  showing
              the total  Adjustments for the prior calendar year,  prorated from
              the Commencement  Date of this Lease during the first year. If the
              total  monthly  payments  which  Tenant  has  made  for the  prior
              calendar year (or portion  thereof  during which this Lease was in
              effect) is less than the actual Adjustments  chargeable to Tenant,
              then Tenant shall pay the  difference in a lump sum within fifteen
              (15) days  after  receipt of such  statement  from  Landlord.  Any
              overpayment  by Tenant shall be credited  towards the  Adjustments
              next due. The actual  Adjustments for the prior year shall be used
              for purposes of calculating the estimated monthly  Adjustments for
              the current  year with actual  determination  of such  Adjustments
              occurring after the end of each calendar year,  except that in any
              year in which resurfacing of the common parking area or major roof
              repairs are planned,  Landlord may include in the manner specified
              in  Section  10.1  hereof the  estimated  cost of such work in the
              estimated


                                       13





              monthly  Adjustments.  Even  though  the  term of this  Lease  has
              expired  and  Tenant  has  vacated  the  Premises,  when the final
              determination  is made of  Adjustments  for the year in which this
              Lease  terminates,  Tenant shall immediately pay any increase over
              the estimated  Adjustments  previously paid and,  conversely,  any
              overpayment  shall be immediately  returned by Landlord to Tenant.
              Failure  of  Landlord  to submit  statements  as called for herein
              shall  not be  deemed  a  waiver  of  Tenant's  obligation  to pay
              Adjustments  as  herein  provided;  however,  Landlord  shall  not
              enforce its remedies  against Tenant for nonpayment of Adjustments
              unless  statements  as called for  herein  have been  supplied  to
              Tenant.

                  11. PERSONAL PROPERTY TAXES.  Tenant shall pay, or cause to be
              paid, before  delinquency any and all taxes levied or assessed and
              which  become  payable  during  the  term of this  Lease  upon all
              Tenant's leasehold improvements,  equipment,  furniture, fixtures,
              and any other trade fixtures and personal  property located on the
              Premises.   In  the  event  any  or  all  of  Tenant's   leasehold
              improvements,   equipment,   furniture,  fixture,  and  any  other
              personal  property and trade  fixtures shall be assessed and taxed
              with  Property  Taxes,  Tenant  shall pay to Landlord its share of
              such  taxes  within  ten (10)  days  after  delivery  to Tenant by
              Landlord of a  statement  in writing  setting  forth the amount of
              such  taxes  applicable  to  Tenant's   property  but  such  taxes
              attributable  to  Tenant's  property  shall not be included in the
              Adjustment under Section 10.1.1.

                  12. LIABILITY  INSURANCE.  Tenant shall, at Tenant's  expense,
              obtain and keep in force during the term of this Lease a policy of
              comprehensive   general  liability  insurance  including  personal
              injury liability,  contractual  liability,  products and completed
              operations   liability  and  liquor   liability  (if  applicable),
              insuring  Tenant  against  liability  arising  out of the  use and
              occupancy  of the Premises  and naming  Landlord as an  additional
              insured.  Such  insurance  shall be in the amount of not less than
              Two  Million  and  no/100ths  Dollars  ($2,000,000.00)  for bodily
              injury and property  damage for any one accident or  occurrence or
              in the aggregate.  Fire legal liability  insurance in an amount of
              not less than Fifty  Thousand and no/100ths  Dollars  ($50,000.00)
              shall also be obtained  and kept in force  during the term of this
              Lease at  Tenant's  expense.  The  limit of any of such  insurance
              shall not limit the  liability  of Tenant  hereunder.  Tenant  may
              provide  this  insurance  under a blanket  policy,  provided  that
              Landlord is named as an  additional  insured.  If Tenant  fails to
              procure and maintain such  insurance,  Landlord may, but shall not
              be required to, procure and maintain the same, at Tenant's expense
              to be reimbursed by Tenant within ten (10) days of written demand.
              All insurance required to be obtained by Tenant hereunder shall be
              issued by companies  reasonably  acceptable  to  Landlord.  Tenant
              shall  deliver to Landlord  certified  copies of  policies  or, at
              Landlord's   discretion,   certificates  of  liability   insurance
              required herein with loss payable clauses satisfactory to Landlord
              prior to the Commencement


                                       14





              Date. Any deductible  under such insurance policy in excess of Two
              Thousand Five Hundred and no/100ths  Dollars  ($2,500.00)  must be
              approved by Landlord in writing  prior to issuance of such policy.
              No policy shall be cancellable or subject to reduction of coverage
              except upon twenty (20) days' prior  written  notice to  Landlord.
              All such policies shall name Landlord and its agents as additional
              insureds  (except with respect to loss of rents for which Landlord
              shall be  named as "loss  payee"),  shall be  written  as  primary
              policies not contributing with and not in excess of coverage which
              Landlord may carry, and shall be written with an insurance carrier
              satisfactory  to Landlord.  From time to time,  as Landlord  deems
              necessary,  the  insurance  coverage  and limits of such  coverage
              required  hereunder will be reviewed by Landlord,  and Tenant will
              be notified  of any  revisions  or  increases  thereto  reasonably
              required by Landlord. Tenant shall obtain any revised or increased
              coverage  required by Landlord within thirty (30) days of any such
              notification from Landlord.

                  13. FIRE  INSURANCE - FIXTURES  AND  EQUIPMENT.  Tenant  shall
              maintain  in full  force  and  effect on all  trade  fixtures  and
              equipment and other personal property on the Premises, a policy of
              all risk property insurance covering the full replacement value of
              such  property.  During the term of this Lease,  the proceeds from
              any such  policy  of  insurance  shall be used for the  repair  or
              replacement  of the  fixtures and  equipment so insured.  Landlord
              shall have no interest in the insurance  upon  Tenant's  equipment
              and fixtures and will sign all documents  reasonably  necessary or
              proper in connection  with the  settlement of any claim or loss by
              Tenant. Landlord will not carry insurance on Tenant's possessions.
              Tenant  shall  furnish  Landlord  with  certificate  of  insurance
              evidencing  that the  requirements  set forth  herein  are in full
              force and effect.  Any  deductible  in excess of Two Thousand Five
              Hundred and no/100ths  Dollars  ($2,500.00)  under such  insurance
              must be approved in writing by Landlord  prior to issuance of such
              policy.  Tenant  shall  provide  Landlord  with  notice of loss or
              damage to property within  forty-eight  (48) hours after such loss
              or damage  occurs.  Tenant  shall  provide  and keep in force with
              companies  satisfactory to Landlord,  business interruption and/or
              loss of rental  insurance in an amount  equivalent  to twelve (12)
              months  Rent  and  Additional  Rent  which  shall  not  contain  a
              deductible greater than One Thousand Dollars  ($1,000.00).  Tenant
              shall furnish  Landlord with  certificate of such insurance naming
              Landlord as an additional  insured.  No policy shall be cancelable
              or subject to reduction of coverage  except upon twenty (20) days'
              prior written notice to Landlord.  Landlord agrees during the Term
              of this Lease to maintain  fire and extended  casualty  insurance,
              insuring 100% of the insurable  replacement  value of the Building
              (exclusive of land and foundations).

                  14.  DESTRUCTION AND DAMAGE.



                                       15





                  14.1 Casualty Damage - Insured.  If the Building is damaged by
              fire or other perils the following provisions shall apply:

                  14.1.1 Total Destruction. In the event of total destruction of
              the  Building,  Landlord  shall elect either to promptly  commence
              repair and  restoration  of the  Building and  prosecute  the same
              diligently to  completion,  in which event this Lease shall remain
              in  full  force  and  effect,  or not to  repair  or  restore  the
              Building,  in which  event this Lease shall  terminate.  In either
              case,  Landlord  shall give Tenant written notice of its intention
              within sixty (60) days after the  occurrence of such  destruction.
              If Landlord  elects not to restore the Building,  this Lease shall
              be  deemed  to  have  terminated  as of the  date  of  such  total
              destruction. In the event (i) such total destruction occurs during
              the  final  year  of  the  Lease  Term  or  (ii)  such  repair  or
              restoration is not completed  within 180 days of the  destruction,
              Tenant  shall have the option to  terminate  this Lease by written
              notice to  Landlord  in which  event  this Lease  shall  terminate
              unless Landlord  substantially  completes the  restoration  within
              thirty  (30) days of such  notice in which  event this Lease shall
              continue in full force and effect.

                  14.1.2  Partial  Destruction.   In  the  event  of  a  partial
              destruction of the Building to an extent not exceeding twenty-five
              percent  (25%)  of the full  insurable  value  thereof  and if the
              damage  thereto  is such  that the  Building  may be  repaired  or
              restored  within one  hundred  eighty  (180) days from the date of
              such  destruction  and Landlord  will receive  insurance  proceeds
              sufficient  to cover  the  cost of such  repairs,  Landlord  shall
              commence  and  proceed  diligently  with  the work of  repair  and
              restoration, in which event the Lease shall continue in full force
              and effect; or if such repair and restoration requires longer than
              one  hundred  eighty  (180)  days  or  the  cost  thereof  exceeds
              twenty-five  percent (25%) of the full insurable  value thereof or
              if  the  insurance  proceeds  payable  to  Landlord  will  not  be
              sufficient  to cover such cost,  Landlord  may elect  either to so
              repair and  restore,  in which event the Lease  shall  continue in
              full force and effect,  or not to repair,  reconstruct or restore,
              in which event the Lease shall terminate. In either case, Landlord
              shall give written notice to Tenant of its intention  within sixty
              (60) days after the destruction  occurs. If Landlord elects not to
              restore  the  Building,   this  Lease  shall  be  deemed  to  have
              terminated as of the date of such partial destruction. If Landlord
              elects to restore the Building but fails to substantially complete
              the Building  within one hundred eighty (180) days of such partial
              destruction,  Tenant shall have the right to terminate  this Lease
              by written  notice to  Landlord  in which  event this Lease  shall
              terminate  thirty  (30) days  thereafter  unless the  Building  is
              substantially  completed  within  such  thirty  (30) days in which
              event the Lease shall continue in full force and effect.

                  14.2  Release.  Upon any termination of this Lease under any
              of the provisions of this article, the parties shall be released


                                       16





              thereby without  further  obligation to the other from the date of
              the damage or destruction, except for items which accrued prior to
              the date of such fire or other casualty and are then unpaid.

                  14.3  Rent  Abatement.  In  the  event  of  total  or  partial
              destruction as herein provided,  the monthly installments of Rent,
              Additional  Rent and all  other  charges  due  hereunder  shall be
              abated  proportionately in the ratio which the Tenant's use of the
              Premises is impaired from the date of such destruction  until such
              repair,  reconstruction  or  restoration is completed or the lease
              terminated as allowed hereunder;  provided, however, if the damage
              is due, directly or indirectly, to the fault or neglect of Tenant,
              or  its  officers,   contractors,   licensees,  agents,  servants,
              employees,  guests,  invitees  or  visitors,  there  shall  be  no
              abatement of Rent, except to the extent Landlord receives proceeds
              from any  applicable  insurance  policy of  Tenant  to  compensate
              Landlord  for loss of Rent.  Tenant  shall not be  entitled to any
              compensation  or damages  for loss of use of the whole or any part
              of said Premises and/or any inconvenience or annoyance  occasioned
              by such damage, repair, reconstruction or restoration.

                  14.4  Delay.  Tenant  shall  not be  released  from any of its
              obligations  under  this  Lease  except to the extent and upon the
              conditions  expressly  stated  in  this  article.  Notwithstanding
              anything to the contrary  contained in this  article,  if Landlord
              has elected to repair and restore the Premises  and is  thereafter
              delayed or prevented  from  repairing  or  restoring  the Premises
              within  nine (9) months  after the  occurrence  of such  damage or
              destruction   by  reason  of  acts  of  God,   war,   governmental
              restrictions,   inability  to  procure  the  necessary   labor  or
              materials, or other cause beyond the control of Landlord, Landlord
              shall be  relieved  of its  obligation  to make  such  repairs  or
              restoration  and,  Tenant shall be released  from its  obligations
              under this Lease if Tenant  notifies  Landlord  at the end of such
              nine(9)  month period of Tenant's  desire to terminate  this Lease
              and if Landlord fails to  substantially  complete the repairs,  or
              restoration  within sixty (60) days  thereafter,  this Lease shall
              terminate at the expiration of such sixty (60) day period. If such
              repairs and restoration are  substantially  completed  within such
              sixty (60) day period, this Lease shall continue in full force and
              effect.

                  14.5  Uninsured  Damage.  If  damage  in  excess of 25% of the
              insurable  value of the  Building  is due to any cause  other than
              fire or  other  peril  covered  by  extended  coverage  insurance,
              Landlord may elect to terminate this Lease.

                  14.6 Repair Obligation.  If Landlord is obligated to or elects
              to repair or restore as herein provided,  Landlord shall repair or
              restore only those  portions of the  Building  and Premises  which
              were originally provided at Landlord's expense; and the


                                       17





              repair  and   restoration  of  areas  or  items  not  provided  at
              Landlord's expense shall be the obligation of Tenant.

                  14.7 End of Term.  Notwithstanding  anything  to the  contrary
              contained in this  article,  Landlord may elect to terminate  this
              Lease in the event of damage in excess of ten percent (10%) of the
              insurable  value of the  Building to the  Building or the Premises
              occurring  during  the  last  (12)  months  of  the  Lease  or any
              extension  thereof;  and Landlord shall not have any obligation to
              repair or restore  the  Premises or the  Building  during the last
              twelve (12) months of this Lease or any extension thereof.

                  14.8  Waiver.  Any  provisions  of any state law which  permit
              termination of a lease upon  destruction  of the leased  premises,
              are hereby  waived by Tenant;  and the  provisions of this article
              shall govern in case of such destruction.

                  15.  ALTERATIONS  AND ADDITIONS:  REMOVAL OF FIXTURES.  Tenant
              shall not make or allow to be made any  alterations,  additions or
              improvements  to or on the Premises  without  first  obtaining the
              written   consent  of  Landlord   which   consent   shall  not  be
              unreasonably   withheld,   conditioned   or   delayed.   Any  such
              alterations,  additions or improvements made,  including,  but not
              limited to, wall covering, paneling and built-in cabinet work, but
              excepting furniture and trade fixtures,  shall be made at Tenant's
              sole expense,  according to plans and  specifications  approved in
              writing by Landlord,  in compliance with all applicable laws, by a
              licensed  contractor,   and  in  a  good  and  workmanlike  manner
              conforming in quality and design with the Premises  existing as of
              the Lease  Commencement  Date, shall not diminish the value of the
              Building  or the  Premises  and shall at once become a part of the
              realty and shall be surrendered with the Premises unless otherwise
              agreed in writing with Landlord at the time consent is given. Upon
              the expiration or sooner  termination  of the term hereof,  Tenant
              shall,  at Tenant's sole expense,  with due diligence,  remove any
              alterations, additions, or improvements made by Tenant, designated
              by Landlord to be removed at the time  Landlord  consented  to the
              installation of the alterations,  additions or  improvements,  and
              repair any damage to the Premises  caused by such removal.  Tenant
              shall  remove  all of  its  property  and  trade  fixtures  at the
              termination  of this Lease,  either by  expiration  of the term or
              other  cause,  and shall  repair  any  damage to the  Premises  or
              Building  resulting  from such  removal.  If Tenant  shall fail to
              remove  any of its  property  of any  nature  whatsoever  from the
              Premises or the Building at the  termination of this Lease or when
              Landlord has the right of re-entry,  Landlord  may, in  accordance
              with the provisions of applicable  statutes  governing  commercial
              landlord and tenant matters  (including  requirements of notice to
              Tenant), remove and store such property without liability for loss
              thereof or damage thereto,  such storage to be for the account and
              at the  expense  of  Tenant.  If Tenant  shall not pay the cost of
              storing any such property after it has been stored for a period of
              thirty (30) days or more, Landlord may, at its option,


                                       18





              sell, or permit to be sold,  any or all such property at public or
              private  sale,  in such  manner  and at such  times and  places as
              Landlord, in its sole discretion,  may deem proper, without notice
              to Tenant,  unless notice is required under  applicable  statutes,
              and shall apply the proceeds of such sale:  first, to the cost and
              expense  of  such  sale,  including  reasonable   attorneys'  fees
              actually incurred;  second, to the payment of the costs or charges
              for storing any such property;  third, to the payment of any other
              sums of money which may then be or thereafter  become due Landlord
              from  Tenant  under  any of the  terms  hereof;  and  fourth,  the
              balance, if any, to Tenant.

                  16.  ACCEPTANCE  OF PREMISES.  Unless  Landlord has  expressly
              agreed in this Lease to perform certain tenant improvement work in
              the Premises, Tenant shall be deemed to have accepted the Premises
              on the Lease Commencement Date in their "as is" condition. If this
              Lease is entered into prior to the completion of  construction  of
              the Building,  or if tenant  improvements are to be constructed by
              Landlord in the premises, the acceptance of the Premises by Tenant
              shall be deferred  until  receipt by the Tenant of an  architect's
              certificate  of readiness  certifying  that the Premises are ready
              for occupancy. Within five (5) days after the architect gives such
              notice,  Tenant  shall make such  inspection  of the  Premises  as
              Tenant deems  appropriate,  and,  except as otherwise  notified by
              Tenant in writing to Landlord within such period,  Tenant shall be
              deemed to have accepted the Premises in their then condition.  If,
              as a result of such inspection,  Tenant discovers minor deviations
              or  variations  from the plans  and  specifications  for  Tenant's
              improvements of a nature commonly found on a "punch list" (as that
              term is used in the construction industry),  Tenant shall promptly
              notify  Landlord of such  deviations.  The existence of such punch
              list items shall not postpone the Lease  Commencement Date of this
              Lease nor the obligation of Tenant to pay Rent, Additional Rent or
              any other  charges due under this Lease but Landlord  shall repair
              or  complete  such  items  within  thirty  (30) days of receipt of
              Tenant's "punch list" or such longer time as is reasonably  needed
              to complete the same with due diligence.

                  17. TENANT  IMPROVEMENTS.  Except for the Landlord's  Work, as
              hereinafter  defined,  the Premises are being leased on an "as is"
              basis. Landlord agrees to provide an allowance of up to $52,308.00
              ($3.00 per  rentable  square  feet of space in the  Premises  (the
              "Allowance") for the acquisition and installation of the Leasehold
              Improvements to the Premises all as more specifically described in
              Exhibit  LI  attached  hereto.  Landlord  agrees to  construct  at
              Tenant's expense (subject to Landlord's payment of the Allowance),
              the  improvements to the Premises set forth in EXHIBIT B, attached
              hereto and incorporated herein by this reference. Disbursements of
              the  Allowance  will  occur in the  manner set forth in Exhibit LI
              attached hereto.



                                       19





                  Tenant agrees to reimburse Landlord for the Allowance actually
              expended  by paying  to  Landlord  on the first day of each  month
              during the Term,  as  Additional  Rent,  the amount  necessary  to
              amortize  fully the Allowance  over the initial five (5) year Term
              plus annual interest  thereon of ten percent (10.0%) per annum. In
              addition to the Allowance,  Landlord  agrees to build any demising
              walls which may be required and to make certain carpeting and wall
              finish/painting  improvements to the Common Area (all finish work,
              materials  selection and scope of work shall be at Landlord's sole
              discretion) (as defined in Exhibit LI, the "Landlord's  Work"), as
              Landlord and Tenant mutually agree,  prior to the  commencement of
              the Term, at Landlord's  cost. The Landlord's  Work is included in
              the Base Rent and is not to be reimbursed by Tenant or included in
              the Adjustments due under Section 10.

                  18.  ACCESS.  Tenant shall  permit  Landlord and its agents to
              enter the Premises at all  reasonable  times and after  reasonable
              notice to inspect the same;  to show the  Premises to  prospective
              tenants  (during the last nine months of the Term),  or interested
              parties  such as  prospective  lenders and  purchasers;  to clean,
              repair,  alter  or  improve  the  Premises  or  the  Building;  to
              discharge  Tenant's  obligations  when  Tenant has failed to do so
              within a reasonable  time after written notice from  Landlord;  to
              post  notices of  nonresponsibility  and similar  notices and "For
              Sale"  signs;  and to place "For Lease"  signs upon or adjacent to
              the Building or the Premises at any time within twelve (12) months
              of the expiration of the term of this Lease. In entering  Tenant's
              Premises for the above-described purposes,  Landlord agrees not to
              unreasonably  interfere with Tenant's  business  activities in the
              Premises. Tenant shall permit Landlord and its agents to enter the
              Premises at any time in the event of an emergency. When reasonably
              necessary,   Landlord  may  temporarily  close  entrances,  doors,
              corridors,  elevators  or other  facilities  without  liability to
              Tenant  by reason  of such  closure  and  without  such  action by
              Landlord being  construed as an eviction of Tenant or a release of
              Tenant  from  the  duty of  observing  and  performing  any of the
              provisions  of this Lease.  In  exercising  its right to enter the
              Premises under this Section,  Landlord agrees to consider Tenant's
              reasonable business and security concerns.

                  19.  WAIVER OF  SUBROGATION.  Landlord  and Tenant each hereby
              release the other from any and all liability or  responsibility to
              the other (or any one  claiming  through  or under  them by way of
              subrogation  or otherwise) for any loss or damage to the Building,
              the Premises, or property therein or for any business interruption
              or loss of  rental  income  against  which  the  waiving  party is
              protected  by  insurance  or required to be protected by insurance
              under  this  Lease,  even if such  loss or damage is caused by the
              fault or negligence  of the other party,  or any one for whom such
              party  is  responsible.   Landlord  and  Tenant  shall  cause  its
              insurance  carrier(s)  to consent to such  waiver of all rights of
              subrogation against the other party. Upon either party's request


                                       20





              the  other  party  shall  provide  a copy  of any  such  insurance
              policies  evidencing  such a waiver of subrogation  rights against
              the other party.

                  20.  INDEMNIFICATION.   To  the  extent  not  reimbursable  by
              insurance,  Tenant shall indemnify and hold harmless Landlord, its
              agents, employees,  officers, directors, partners and shareholders
              from and  against  any and all  liabilities,  judgments,  demands,
              causes of action,  claims,  losses,  damages,  costs and expenses,
              including reasonable attorneys' fees and costs, arising out of the
              use, occupancy, conduct, operation, or management of the Premises,
              or the willful  misconduct or negligence of, Tenant, its officers,
              contractors,   licensees,  agents,  servants,  employees,  guests,
              invitees, or visitors in or about the Building or arising from any
              breach or default under this Lease by Tenant,  or arising from any
              accident,  injury, or damage,  howsoever and by whomsoever caused,
              to any  person or  property,  occurring  in or about the  Premises
              except to the  extent  caused by the gross  negligence  or willful
              misconduct of Landlord, its agents, employees or contractors or in
              or about  the  Building  to the  extent  caused  by  Tenant's  (or
              Tenant's agent,  employees,  or contractors) negligence or willful
              misconduct. This indemnification shall survive termination of this
              Lease.  This  provision  shall  not be  construed  to make  Tenant
              responsible for loss, damage,  liability or expense resulting from
              injuries  to  third  parties  caused  by the  sole  negligence  of
              Landlord,  or  its  officers,   contractors,   licensees,  agents,
              employees, or invitees.

                  21.  ASSIGNMENT AND SUBLETTING.

                  21.1 Landlord's  Consent.  Tenant shall not assign this Lease,
              or sublease all or any part of the Premises,  or permit the use of
              the  Premises  by any party other than  Tenant,  without the prior
              written  consent of  Landlord.  When  Tenant  requests  Landlord's
              consent to such  assignment or sublease,  it shall notify Landlord
              in writing of the name and  address of the  proposed  assignee  or
              subtenant  and the nature and  character  of the  business  of the
              proposed   assignee  or  subtenant  and  shall  provide  financial
              information   including  financial   statements  of  the  proposed
              assignee or subtenant.  Tenant shall also provide  Landlord with a
              copy of the  proposed  sublet or  assignment  agreement.  Landlord
              shall have the option (to be  exercised  within  thirty  (30) days
              from the  submission of Tenant's  request) to cancel this Lease as
              of the  commencement  date stated in the proposed  sublease  (with
              respect to such  portion of the  Premises  to be  affected by such
              sublease) or assignment. If Landlord shall not exercise its option
              to cancel the Lease within the time set forth  above,  its consent
              to any proposed  assignment or sublease shall not be  unreasonably
              withheld, conditioned or delayed.

                  21.2  Criteria.  In determining whether or not to grant its
              consent to a proposed sublet or assignment, Landlord shall be
              entitled to consider all reasonable criteria including, but not


                                       21





              limited  to,  the  following:  (i)  whether  or not  the  proposed
              subtenant or assignee is engaged in a business which,  and the use
              of the Premises will be in a manner which,  is in keeping with the
              then character and nature of all other  tenancies in the Building,
              (ii) the use to be made of the Premises by the proposed  subtenant
              or assignee does not conflict with any so-called  "exclusive"  use
              then in favor of any other tenant of the  Building,  and that such
              use would not be  prohibited  by any other  portion of this Lease,
              including,  but not limited to, any rules and regulations  then in
              effect, or under applicable law, (iii) that the proposed subtenant
              or  assignee is of at least  equal or better  financial  worth and
              creditworthiness  than  Tenant as of the date of the  request  for
              sublease or assignment  and that such  assignee or subtenant  does
              not  impose a greater  load  upon the  Premises  and the  Building
              services  (such as elevator,  janitorial  and security  services),
              than  imposed  by Tenant,  (iv) that the  sublease  or  assignment
              agreement  requires  payment  of the rent  and  other  amounts  as
              required  of Tenant  hereunder  with  respect  to the space  being
              subleased  or assigned  which are in no event less than that being
              offered by Landlord for similar space in the Building under leases
              then being negotiated,  and (v) that Tenant shall provide Landlord
              with  reasonable  proof of (i),  (ii),  (iii),  and (iv), and (vi)
              Tenant is not in default hereunder beyond applicable cure periods,
              if any at the time it makes its request for such consent or at the
              time the assignment or sublet is to take effect.

                  21.3 Approved Subleases and Assignments.  If Landlord approves
              an assignment or sublease as herein provided,  Tenant shall pay to
              Landlord,  as additional  rent due under this Lease,  seventy five
              percent  (75%) of the  difference,  if any,  between the Rent plus
              Additional Rent allocable to that part of the Premises affected by
              such  assignment  or sublease  pursuant to the  provisions of this
              Lease,  and  the  rent  and any  additional  rent  payable  by the
              assignee or subtenant to Tenant less reasonable  costs incurred by
              Tenant in  connection  with  reletting the portion of the Premises
              affected  by  such  assignment  or  sublease   including  broker's
              commissions,  attorney's  fees, and Landlord's  fees to be paid by
              Tenant  incurred  in  connection  with the  giving  of  Landlord's
              consent  as set forth  below.  No  consent  to any  assignment  or
              sublease  shall  constitute a further  waiver of the provisions of
              this section,  and all subsequent  assignments or subleases may be
              made only with the prior written consent of Landlord.  An assignee
              of Tenant, at the option of Landlord, shall become directly liable
              to  Landlord  for all  obligations  of  Tenant  hereunder,  but no
              sublease  or  assignment  by Tenant  shall  relieve  Tenant of any
              liability hereunder. Any assignment or sublease without Landlord's
              consent shall be void,  and shall,  at the option of the Landlord,
              constitute a default under this Lease.  In the event that Landlord
              shall consent to a sublease or assignment hereunder,  Tenant shall
              pay  Landlord's  reasonable  fees incurred in connection  with the
              processing of documents necessary to the giving of such consent.



                                       22





                  Notwithstanding  any  provision of this Lease to the contrary,
              Tenant shall have the right without the  requirement  of obtaining
              Landlord's consent but with the requirement of providing notice to
              Landlord  of all  facts  reasonably  requested  Landlord  for  the
              purpose of determining the  applicability of this Section,  to (i)
              assign or transfer  any or all interest of Tenant in this Lease or
              sublet  all or any  portion  of the  Premises  to (1)  any  parent
              corporation of Tenant, (2) any subsidiary corporation of Tenant or
              of  Tenant's  parent  corporation,  but  only  for so long as such
              subsidiary  corporation  remains a consolidation or reorganization
              of  Tenant  or  of  Tenant's  parent   corporation   with  another
              corporation;  provided  in each  case  that  the net  worth of the
              resulting  corporation  equals or exceeds that of Tenant as of the
              date hereof;  or (ii)  transfer or issues share of stock in Tenant
              on any national securities  exchange;  or (iii) assign or transfer
              its interest in this Lease to any entity (the "Acquiring  Entity")
              which  purchases as a going  concern,  the business  operations of
              Tenant which occupy the  Premises,  provided that the net worth of
              the  Acquiring  Entity  equals or exceeds that of Tenant as of the
              date hereof.


                  22. ADVERTISING.  Tenant shall not display any sign, graphics,
              notice,  picture, or poster, or any advertising matter whatsoever,
              anywhere  in or about  the  Premises  or the  Building  at  places
              visible from  anywhere  outside the Building or at the entrance to
              the Premises  without first obtaining  Landlord's  written consent
              hereto, such consent to be at Landlord's sole discretion. Any such
              consent by Landlord shall be upon the  understanding and condition
              that Tenant will  maintain the sign in good  condition  and remove
              the  same at  Tenant's  expense  upon  the  expiration  or  sooner
              termination  of this Lease.  Tenant shall repair any damage to the
              Premises or the Building  caused by such  removal.  Landlord  will
              place, at Landlord's  sole cost and expense,  Tenant's name on the
              existing free standing road directional sign for the Building. Any
              additional  monument  signage  will be at  Tenant's  sole cost and
              expense and only after Landlord consents thereto.

                  23. LIENS.  Tenant shall keep the Premises free from any liens
              arising  out  of  any  work   performed,   materials   ordered  or
              obligations  incurred by or on behalf of Tenant, and Tenant hereby
              agrees to  indemnify  and hold  Landlord,  its agents,  employees,
              independent  contractors,   officers,  directors,   partners,  and
              shareholders harmless from any liability, cost or expense for such
              liens.  Tenant shall cause any such lien imposed to be released or
              record by payment or posting  of the  proper  bond  acceptable  to
              Landlord  within  twenty (20) days after the earlier of receipt of
              notice of imposition  of the lien or written  request by Landlord.
              Tenant shall give Landlord written notice of Tenant's intention to
              perform  work on the  Premises  which might result in any claim of
              lien,  at least ten (10) days  prior to the  commencement  of such
              work  to  enable   Landlord   to  post  and  record  a  Notice  of
              Nonresponsibility   or   other   notice   deemed   proper   before
              commencement of any such work.


                                       23





              If Tenant  fails to remove any lien within the  prescribed  twenty
              (20) day period,  then Landlord may do so at Tenant's  expense and
              Tenant's reimbursement to Landlord for such amount shall be deemed
              Additional  Rent.  Such  reimbursement   shall  include  all  sums
              disbursed, incurred or deposited by Landlord, including Landlord's
              costs,  expenses  and  reasonable  attorneys'  fees with  interest
              thereon at the maximum rate of interest permitted by law.

                  24.  DEFAULT.

                  24.1  Tenant's Default.   A default under this Lease by Tenant
              shall exist if any of the following occurs:

                  24.1.1 If Tenant  fails to pay  Rent,  Additional  Rent or any
              other sum required to be paid hereunder  after written notice from
              Landlord  that  such  sums are due and  Tenant  fails to cure such
              breach within ten (10) days of receipt of such notice; or

                  24.1.2 If  Tenant  fails to  perform  any  term,  covenant  or
              condition  of this Lease  except  those  requiring  the payment of
              money,  and Tenant  fails to cure such breach  within  thirty (30)
              days after written  notice from  Landlord  where such breach could
              reasonably be cured within such thirty (30) day period;  provided,
              however,  that where such failure  could not  reasonably  be cured
              within the thirty  (30) day period,  that  Tenant  shall not be in
              default if it commences  such  performance  within the thirty (30)
              day  period  and  diligently  thereafter  prosecutes  the  same to
              completion; and

                  24.1.3   If  Tenant  assigns its assets for the benefit of its
              creditors; or

                  24.1.4 If the  sequestration  or attachment of or execution on
              any material part of Tenant's personal  property  essential to the
              conduct of Tenant's business occurs,  and Tenant fails to obtain a
              return or release of such  personal  property  within  thirty (30)
              days thereafter,  or prior to sale pursuant to such sequestration,
              attachment or levy, whichever is earlier; or

                  24.1.5 If a court  makes or enters any  decree or order  other
              than  under the  bankruptcy  laws of the United  States  adjudging
              Tenant to be insolvent,  or approving as properly filed a petition
              seeking  reorganization  of Tenant, or directing the winding up or
              liquidation  of  Tenant,  and  such  decree  or order  shall  have
              continued for a period of thirty (30) days.

                  24.1.6 The  chronic  delinquency  by Tenant in the  payment of
              monthly Rent, or any other periodic  payments  required to be paid
              by Tenant under this Lease,  shall constitute a default.  "Chronic
              delinquency"  shall  mean  failure  by Tenant to pay Rent,  or any
              other periodic  payments  required to be paid by Tenant under this
              Lease within five (5) days after  written  notice  thereof for any
              three (3)


                                       24





              months  (consecutive  or  nonconsecutive)  during any twelve  (12)
              month period. In the event of a chronic delinquency, at Landlord's
              option,  Landlord shall have the additional  right to require that
              monthly Rent be paid by Tenant quarter-annually, in advance.

                  24.2  Remedies.  Upon  a  default,  Landlord  shall  have  the
              following  remedies,  in addition to all other rights and remedies
              provided by law or  otherwise  provided  in this  Lease,  to which
              Landlord may resort cumulatively or in the alternative:

                  24.2.1  Landlord  may  continue  this  Lease in full force and
              effect,  and this Lease shall continue in full force and effect as
              long as Landlord does not terminate this Lease, and Landlord shall
              have the right to collect Rent,  Additional Rent and other charges
              when due.

                  24.2.2 Landlord may terminate  Tenant's right to possession of
              the Premises at any time by giving  written notice to that effect,
              and relet the Premises or any part  thereof.  On the giving of the
              notice,  all of Tenant's rights in the Premises,  shall terminate.
              Upon such  termination,  Tenant  shall  surrender  and  vacate the
              Premises in the condition required by Section 26, and Landlord may
              re-enter and take  possession of the Premises in  accordance  with
              Massachusetts  law and all the remaining  improvements or property
              and eject Tenant or any of Tenant's subtenants, assignees or other
              person or persons  claiming  any right under or through  Tenant or
              eject  some and not others or eject  none.  This Lease may also be
              terminated by a judgment  specifically  providing for termination.
              Any  termination  under this section shall not release Tenant from
              the  payment  of any sum then due  Landlord  or from any claim for
              damages or Rent,  Additional Rent or other sum previously  accrued
              or then accruing  against  Tenant.  Upon such  termination  Tenant
              shall be liable  immediately to Landlord for all reasonable  costs
              Landlord  incurs in reletting  the  Premises or any part  thereof,
              including, without limitation,  broker's commissions,  expenses of
              cleaning and redecorating  the Premises  required by the reletting
              and like costs.  Reletting  may be for a period  shorter or longer
              than the remaining  term of this Lease.  No act by Landlord  other
              than giving written  notice to Tenant shall  terminate this Lease.
              Acts  of  maintenance,  efforts  to  relet  the  Premises  or  the
              appointment  of a receiver  on  Landlord's  initiative  to protect
              Landlord's  interest  under  this  Lease  shall not  constitute  a
              termination  of  Tenant's  right to  possession.  On  termination,
              Landlord  has the right to remove all Tenant's  personal  property
              and store  same at  Tenant's  cost and to recover  from  Tenant as
              damages:

                           (a) The  worth at the time of award of  unpaid  Rent,
              Additional  Rent and  other  sums due and  payable  which had been
              earned at the time of termination; plus

                           (b) The  worth at the time of award of the  amount by
              which the unpaid Rent, Additional Rent and other sums due and


                                       25





              payable which would have been payable after  termination until the
              time of award  exceeds  the  amount of such rent loss that  Tenant
              proves could have been reasonably avoided; plus

                           (c) The  worth at the time of award of the  amount by
              which the  unpaid  Rent,  Additional  Rent and other  sums due and
              payable  for the  balance  or the  term  after  the  time of award
              exceeds the amount of such rent loss that Tenant  proves  could be
              reasonably avoided; plus

                           (d) Any other amount necessary which is to compensate
              Landlord  for all the  detriment  proximately  caused by  Tenant's
              failure to perform  Tenant's  obligations  under  this  Lease,  or
              which, in the ordinary course of things, would be likely to result
              therefrom including,  without limitation,  any reasonable costs or
              expenses incurred by Landlord:  (i) in retaking  possession of the
              Premises; (ii) in maintaining,  repairing, preserving,  restoring,
              replacing,  cleaning,  altering or rehabilitating  the Premises or
              any portion  thereof,  including  such acts for reletting to a new
              tenant or tenants; (iii) for leasing commissions;  or (iv) for any
              other costs necessary or appropriate to relet the Premises; plus

                           (e) At  Landlord's  election,  such other  amounts in
              addition to or in lieu of the  foregoing as may be permitted  from
              time to time by the laws of the  State in which  the  Premises  is
              located.

                           The  "worth  at the  time of  award"  of the  amounts
              referred to in Sections  24.2.2(a) and (b) is computed by allowing
              interest at the maximum interest rate allowed by law on the unpaid
              rent and other  sums due and  payable  from the  termination  date
              through the date of award. The "worth at the time of award" of the
              amount referred to in Section 24.2.2(c) is computed by discounting
              such amount at the  discount  rate of the Federal  Reserve Bank at
              the time of award plus one percent (1%).  Tenant waives redemption
              or relief from forfeiture  under any present or future law, in the
              event  Tenant is  evicted  or  Landlord  takes  possession  of the
              Premises by reason of any default of Tenant hereunder.

                  24.2.3  Landlord may, with or without  terminating  this Lease
              but in accordance with all applicable laws,  re-enter the Premises
              and  remove all  persons  and  property  from the  Premises;  such
              property  may be  removed  and  stored  in a public  warehouse  or
              elsewhere  at the  cost of and  for  the  account  of  Tenant.  No
              re-entry or taking possession of the Premises by Landlord pursuant
              to this  section  shall be  construed  as an election to terminate
              this Lease unless a written  notice of such  intention is given to
              Tenant.

                  25. SUBORDINATION.  Subject to the nondisturbance  language in
              the following paragraph,  Tenant will, upon request of Landlord in
              writing,  subordinate  its  rights  hereunder  to the  lien of any
              mortgage, deed of trust, ground lease or underlying lease now or


                                       26





              hereafter in force against the Premises,  and to all advances made
              or hereafter to be made upon the  security  thereof.  Tenant shall
              execute and return to Landlord  any such  subordination  documents
              within fifteen (15) days of Landlord's  written  request  provided
              such lender or lessor agrees,  using their standard form therefor,
              to recognize  Tenant under this Lease and not to disturb  Tenant's
              possession,  provided  Tenant is not in default beyond  applicable
              grace periods,  if any, under this Lease. The Landlord  represents
              that there is no mortgage presently encumbering the Property.

                           In  the  event  any   proceedings   are  brought  for
              foreclosure,  or in the event of the exercise of the power of sale
              under any mortgage or deed of trust made by the Landlord  covering
              the  Premises,  Tenant shall  attorn to the  purchaser at any such
              foreclosure,  or to the grantee of a deed in lieu of  foreclosure,
              and recognize such purchaser or grantee as the Landlord under this
              Lease  provided  such  purchaser  or grantee  agrees to  recognize
              Tenant  under this Lease and not to disturb  Tenant's  possession,
              provided Tenant is not in default beyond applicable grace periods,
              if any, under this Lease.

                           The  provisions  of  this  article  to  the  contrary
              notwithstanding,   and  so  long  as  Tenant  is  not  in  default
              hereunder,  this Lease  shall  remain in full force and effect for
              the full term hereof.

                  26.  SURRENDER OF POSSESSION.  Upon  expiration of the term of
              this Lease,  Tenant shall  promptly and  peacefully  surrender the
              Premises to Landlord in  substantially  the same condition as when
              received  by  Tenant  from  Landlord  or as  thereafter  improved,
              reasonable use and wear and tear, damage by fire or other casualty
              and eminent domain  excepted.  If the Premises are not surrendered
              in accordance with the terms of this Lease, Tenant shall indemnify
              Landlord  and  its  agents,  employees,  independent  contractors,
              officers,  directors,  partners, and shareholders against any loss
              or liability including  reasonable  attorneys' fees and costs, and
              including liability to succeeding tenants, resulting from delay by
              Tenant in so surrendering the Premises. This indemnification shall
              survive termination of this Lease.

                  27.  NON-WAIVER.  Waiver by either  party of any breach of any
              term,  covenant or condition  herein contained shall not be deemed
              to be a waiver of such term,  covenant,  or  condition(s);  or any
              subsequent  breach  of the same or any  other  term,  covenant  or
              condition  of this Lease,  other than the failure of Tenant to pay
              the  particular  rental  so  accepted,  regardless  of  Landlord's
              knowledge of such  preceding  breach at the time of  acceptance of
              such Rent.

                  28. HOLDOVER.  If Tenant shall, without the written consent of
              Landlord,  hold  over  after  the  expiration  of the term of this
              Lease,  such  tenancy  shall be deemed a  month-to-month  tenancy,
              which


                                       27





              tenancy may be  terminated  as provided by  applicable  state law.
              During such tenancy,  Tenant  agrees to (a) pay to Landlord,  each
              month,  the  greater  of the  fair  market  rental  value  for the
              Premises  or one  hundred  fifty  percent  (150%)  of the Rent and
              Additional  Rent  payable by Tenant for the last month of the term
              of this Lease and (b) be bound by all of the terms,  covenants and
              conditions herein specified, so far as applicable.

                  29.  CONDEMNATION.

                  29.1 Substantial Taking. If twenty (20) percent or more of the
              Premises or of such  portions  of the  Building as may be required
              for the  reasonable  use of the  Premises,  are  taken by  eminent
              domain or sale under  threat of  condemnation  by eminent  domain,
              this  Lease  shall  automatically  terminate  as of the date title
              vests in the condemning authority,  and all Rent, Additional Rent,
              and other payments shall be paid to that date.

                  29.2 Partial  Taking.  In case of a taking of less than twenty
              percent  (20%) of the  Premises,  or a portion of the Building not
              required for the reasonable use of the Premises,  this Lease shall
              continue in full force and effect, and the Rent shall be equitably
              reduced  based on the  proportion  by which the floor  area of the
              Premises is reduced, such reduction to be effective as of the date
              title to such portion vests in the condemning authority.

                  29.3  Awards  and  Damages.  Landlord  reserves  all rights to
              damages  to the  Premises  for any  partial  or  entire  taking by
              eminent  domain,  and Tenant hereby  assigns to Landlord any right
              Tenant may have to such damages or award, and Tenant shall make no
              claim against Landlord or the condemning authority for damages for
              termination  of  the  leasehold   interest  or  interference  with
              Tenant's  business.  Tenant  shall  have the  right  to claim  and
              recover from the condemning  authority  compensation  for any loss
              which  Tenant may incur for  Tenant's  moving  expenses,  business
              interruption  or  taking  of  Tenant's   personal   property  (not
              including Tenant's leasehold interest), provided that such damages
              may be claimed only if they are awarded  separately in the eminent
              domain  proceedings  and  not  out of or as  part  of the  damages
              recoverable by Landlord.

                  30. NOTICES.  All notices and demands which may be required or
              permitted  to be  given  to  either  party  hereunder  shall be in
              writing,  and shall be sent by United States mail, postage prepaid
              to the  addresses set out in Section 1.5, and to such other person
              or place as each party may from time to time designate in a notice
              to the other.  Notice  shall be deemed  given upon the  earlier of
              actual  receipt or  seventy-two  (72) hours  after  deposit in the
              United States mail, postage prepaid.

                  31.  MORTGAGEE PROTECTION.  Tenant agrees to give any
              mortgagee(s) and/or trust deed holder(s), by registered mail, a
              copy of any notice of default served upon the Landlord, provided


                                       28





              that prior to such notice  Tenant has been notified in writing (by
              way of notice of assignment of rents and leases,  or otherwise) of
              the addresses of such  mortgagee(s)  and/or trust deed  holder(s).
              Tenant  further  agrees that if Landlord shall have failed to cure
              such default within the time provided for in this Lease,  then the
              mortgagee(s)  and/or trust deed holder(s) shall have an additional
              thirty  (30) days  within  which to cure such  default  or if such
              default  cannot be cured  within that time,  then such  additional
              time as may be  necessary  if  within  such  thirty  (30) days any
              mortgagee  and/or  trust  deed  holder(s)  has  commenced  and  is
              diligently  pursuing the  remedies  necessary to cure such default
              (including  but  not  limited  to   commencement   of  foreclosure
              proceedings,  if  necessary  to effect such cure),  in which event
              this Lease shall not be  terminated  while such remedies are being
              so diligently pursued.

                  32. COSTS AND  ATTORNEYS'  FEES.  If Tenant or Landlord  shall
              bring any action for any relief against the other,  declaratory or
              otherwise,  arising  out of  this  Lease,  including  any  suit by
              Landlord  for the  recovery  of  Rent,  Additional  Rent or  other
              payments  hereunder,  or possession  of the  Premises,  the losing
              party  shall  pay  the  prevailing  party  a  reasonable  sum  for
              attorneys'  fees in such suit,  at trial and on  appeal,  and such
              attorneys'   fees   shall  be  deemed  to  have   accrued  on  the
              commencement of such action.

                  33. BROKERS.  Tenant  represents and warrants to Landlord that
              neither it nor its  officers  or agents  nor anyone  acting on its
              behalf has dealt with any real estate  broker  other than  Fallon,
              Hines & O'Connor in the  negotiating or making of this Lease,  and
              Tenant  agrees  to  indemnify  and  hold  Landlord,   its  agents,
              employees,  partners,  directors,   shareholders  and  independent
              contractors  harmless  from  all  liabilities,   costs,   demands,
              judgments,  settlements,  claims, and losses, including reasonable
              attorneys'  fees and costs,  incurred by  Landlord in  conjunction
              with any such  claim or  claims of any  other  broker  or  brokers
              claiming to have interested  Tenant in the Building or Premises or
              claiming to have caused Tenant to enter into this Lease.  Landlord
              shall be  responsible  for paying any brokerage  commission due to
              Fallon, Hines & O'Connor.

                  34.  LANDLORD'S  LIABILITY.  Anything  in  this  Lease  to the
              contrary notwithstanding,  covenants,  undertakings and agreements
              herein made on the part of Landlord  are made and intended not for
              the  purpose  of  binding  Landlord  personally  or the  assets of
              Landlord  but are made and  intended  to bind only the  Landlord's
              interest in the Premises and Building,  as the same may, from time
              to time, be encumbered and no personal liability shall at any time
              be asserted or enforceable  against Landlord or its  stockholders,
              officers   or   partners   or  their   respective   heirs,   legal
              representatives, successors and assigns on account of the Lease or
              on account of any covenant,  undertaking  or agreement of Landlord
              in this Lease contained.



                                       29





                  35. ESTOPPEL  CERTIFICATES.  Tenant shall,  from time to time,
              within fifteen (15) days of Landlord's  written request,  execute,
              acknowledge  and  deliver to  Landlord  or its  designee a written
              statement  stating:  the date this Lease was executed and the date
              it  expires;  the  date  Tenant  entered  into  occupancy  of  the
              Premises;  the amount of Rent,  Additional  Rent and other charges
              due  hereunder  and the date to which such amounts have been paid;
              that  this  Lease is in full  force  and  effect  and has not been
              assigned,  modified,  supplemented  or  amended  in  any  way  (or
              specifying  the date and terms of any agreement so affecting  this
              Lease);  that this Lease represents the entire  agreement  between
              the parties as to this  leasing;  that all  conditions  under this
              Lease to be  performed  by the Landlord  have been  satisfied  (or
              specifying any such conditions that have not been satisfied); that
              all  required  contributions  by  Landlord to Tenant on account of
              Tenant's  improvements  have been received (or specifying any such
              contributions  that  have not been  received);  that on this  date
              there are no  existing  defenses  or offsets  which the Tenant has
              against the  enforcement  of this Lease by the  Landlord;  that no
              Rent has been paid more  than one (1)  month in  advance;  that no
              security has been  deposited  with Landlord (or, if so, the amount
              thereof); or any other matters evidencing the status of the Lease,
              as may be reasonably  required either by a lender making a loan to
              Landlord to be secured by a deed of trust or mortgage  against the
              Building,  or a purchaser of the Building. It is intended that any
              such statement  delivered pursuant to this paragraph may be relied
              upon  by a  prospective  purchaser  of  Landlord's  interest  or a
              mortgagee of Landlord's  interest or assignee of any mortgage upon
              Landlord's  interest in the  Building.  If Tenant fails to respond
              within fifteen (15) days of receipt by Tenant of a written request
              by Landlord  as herein  provided,  Tenant  shall be deemed to have
              given such certificate as above provided without  modification and
              shall be deemed to have  admitted the accuracy of any  information
              supplied by Landlord to a prospective purchaser or mortgagee.

                  36.   FINANCIAL   STATEMENTS.   Within  five  (5)  days  after
              Landlord's  request,  Tenant  shall  deliver to Landlord  the most
              recently publicly  reported  quarterly  statements of Tenant,  and
              financial  statements  of the  two (2)  years  prior  to the  most
              recently publicly reported  quarterly  financial  statements year,
              with an opinion of a  certified  public  accountant,  including  a
              balance  sheet and profit and loss  statement  for the most recent
              prior year,  all prepared in accordance  with  generally  accepted
              accounting principles consistently applied.

                  37.  TRANSFER  OF  LANDLORDS  INTEREST.  In the  event  of any
              transfer(s)  of  Landlord's   interest  in  the  Premises  or  the
              Building,  other than a transfer for security  purposes  only, the
              transferor  shall  be  automatically   relieved  of  any  and  all
              obligations and liabilities on the part of Landlord  accruing from
              and after the date of such  transfer  (except  the  obligation  to
              return the security


                                       30





              deposit unless actually delivered to the transferee), and Tenant
              agrees to attorn to the transferee.

                  38.  RIGHT TO PERFORM.  If Tenant shall fail to pay any sum of
              money, other than Rent and Additional Rent, required to be paid by
              it hereunder or shall fail to perform any other act on its part to
              be performed  hereunder,  and such failure shall  continue for ten
              (10) days after receipt of written notice, Landlord may, but shall
              not be obligated so to do, and without waiving or releasing Tenant
              from any  obligations of Tenant,  make any such payment or perform
              any such other act on  Tenant's  part to be made or  performed  as
              provided in this Lease.  Landlord  shall have (in  addition to any
              other right or remedy of Landlord) the same rights and remedies in
              the event of the  nonpayment  of sums due under this Section as in
              the case of  default by Tenant in the  payment  of Rent.  All sums
              paid  by  Landlord  and  all  penalties,  interest  and  costs  in
              connection  therewith,  shall be due and  payable by Tenant on the
              next day after such payment by Landlord,  together  with  interest
              thereon at the maximum rate of interest permitted by law from such
              date to the date of payment thereof,  by Tenant to Landlord,  plus
              collection costs and attorneys' fees.

                  39.  SALES  AND  AUCTIONS.  Tenant  may  not  display  or sell
              merchandise outside the exterior walls of the Building and may not
              use such areas for storage.  Tenant  further agrees not to install
              any exterior lighting,  amplifiers or similar devices or use in or
              about the  Premises an  advertising  medium  which may be heard or
              seen outside the Premises, such as flashing lights,  searchlights,
              loudspeakers,  phonographs or radio  broadcasts.  Tenant shall not
              conduct or permit to be conducted  any sale by auction in, upon or
              from the Premises whether said auction be voluntary,  involuntary,
              pursuant  to any  assignment  for  the  payment  of  creditors  or
              pursuant to any bankruptcy or other insolvency proceeding.

                  40. NO ACCESS TO ROOF. Tenant shall have no right of access to
              the roof of the Building and shall not install,  repair or replace
              any aerial,  fan, air  conditioner  or other device on the roof of
              the Building  without the prior written  consent of Landlord.  Any
              aerial, fan, air conditioner or device installed with such written
              consent shall be maintained by Tenant in good  condition and shall
              be subject to removal by Landlord,  at Tenant's  expense,  without
              notice,  at  any  time.  Tenant  shall  also  be  responsible  for
              reimbursing  Landlord for any repairs and  restoration to the roof
              or Building  resulting  from the  installation  or removal of such
              items on the roof.

                  41. SECURITY. Tenant hereby agrees to the exercise by Landlord
              and its agents and  employees,  within  their sole but  reasonable
              discretion,  of such security measures as, but not limited to, the
              search of all  persons  entering  or  leaving  the  Building,  the
              evacuation of the Building for cause, suspected cause or for drill
              purposes, the denial of any access to the Building and


                                       31





              other similarly related actions that it deems reasonably necessary
              to prevent any threat of  property  damage or bodily  injury.  The
              exercise of such  reasonable  security  measures by Landlord,  its
              beneficiaries  and their agents and  employees,  and the resulting
              interruption  of service and  cessation of Tenant's  business,  if
              any,  shall not be deemed an eviction or  disturbance  of Tenant's
              use and possession of the Premises, or any part thereof, or render
              Landlord, its beneficiaries and their agents and employees, liable
              to  Tenant  for any  resulting  damages  or  relieve  Tenant  from
              Tenant's obligations under this Lease.

                  42.  AUTHORITY  OF  TENANT.  If  Tenant  is a  corporation  or
              partnership,  the  corporation  warrants and represents  that each
              individual  executing this Lease on behalf of said  corporation or
              partnership  is duly  authorized to execute and deliver this Lease
              on behalf of said corporation or partnership,  and that this Lease
              is binding upon said corporation or partnership.

                  43. NO ACCORD OR SATISFACTION. No payment by Tenant or receipt
              by  Landlord of a lesser  amount  than the monthly  rent and other
              sums due hereunder  shall be deemed to be other than on account of
              the earliest rent or other sums due, nor shall any  endorsement or
              statement  on any check or  accompanying  any check or  payment be
              deemed an accord and  satisfaction;  and  Landlord may accept such
              check or payment without  prejudice to Landlord's right to recover
              the  balance of such rent or other sum or pursue any other  remedy
              provided in this Lease.

                  44.  MODIFICATIONS FOR LENDER. If in connection with obtaining
              financing  for the  Building  or any portion  thereof,  Landlord's
              lender shall request  reasonable  modifications to this Lease as a
              condition  to  such  financing,   Tenant  shall  not  unreasonably
              withhold,  delay,  or  defer  its  consent  to  such  modification
              provided such  modifications  do not materially  adversely  affect
              Tenant's rights hereunder or materially  reduce the obligations of
              Landlord hereunder.

                  45.  PARKING.  Tenant  shall have the right to use,  in common
              with  others  entitled  to the use  thereof,  at least 70  parking
              spaces in the parking  facilities  on the Premises upon such terms
              and  conditions as are  reasonably  established by Landlord at any
              time during the term of this Lease. Landlord shall have the right,
              in its sole discretion, to reconfigure the parking area and modify
              the  existing  ingress  to and  egress  from the  parking  area as
              Landlord   shall  deem   appropriate;   provided  only  that  such
              reconfiguration  or modification  shall not prevent on a permanent
              basis  the  practical  use of  parking  available  to  Tenant  and
              Tenant's guests.

                  46.  EXTERIOR  SIGNS.  Tenant  shall  place no signs  upon the
              outside walls or roof of the Building or elsewhere on the Premises
              except with the prior written consent of the Landlord. Any and all
              signs placed on or about the Premises or the Building by Tenant


                                       32





              shall comply with Landlord's rules and regulations  governing such
              signs, and all  governmental  laws and Tenant shall be responsible
              to  Landlord  for any  damage  caused  by  installation,  use,  or
              maintenance  of such signs.  Tenant  shall remove any of its signs
              upon the termination of this Lease and repair any damage caused by
              the sign  installation  or removal  and, if Tenant fails to do so,
              Landlord  shall  have the right to remove  the signs and make such
              repairs  at  Tenant's  expense.   Notwithstanding  the  foregoing,
              signage will be provided at the entrance of the 117 Flanders  Road
              property  at  the  location  where  other  Building  tenants  have
              directional  signage.  Such signage is to be  consistent  with the
              other  signage  at the  Metrowest  Business  Park.  Landlord  will
              provide  nonexclusive  signage for Tenant, in a design suitable to
              Landlord  in its sole  discretion,  on the  monument  signage  now
              existing outside the Building.

                  47. RULES AND  REGULATIONS.  Tenant agrees to comply with such
              reasonable  rules and  regulations as Landlord may adopt from time
              to time for the orderly and proper  operation  of the Building and
              parking and other common areas. The rules and regulations shall be
              binding upon Tenant upon delivery of a copy of them to Tenant.

                  48.      GENERAL PROVISIONS.

                  48.1  Acceptance.  This Lease shall only become  effective and
              binding upon full  execution  hereof by Landlord and delivery of a
              signed copy to Tenant.

                  48.2  Joint Obligation.  If there be more than one Tenant, the
              obligations hereunder imposed shall be joint and several.

                  48.3 Marginal Headings,  Etc. The marginal headings,  Table of
              Contents,  lease  summary sheet and titles to the articles of this
              Lease are not a part of the Lease  and shall  have no effect  upon
              the construction or interpretation of any part hereof.

                  48.4  Choice  of Law.  This  Lease  shall be  governed  by and
              construed  in  accordance  with the laws of the state in which the
              Premises are located.

                  48.5  Successors  and Assigns.  The covenants  and  conditions
              herein  contained,  subject to the  provisions  as to  assignment,
              inure to and bind the heirs, successors, executors, administrators
              and assigns of the parties hereto.

                  48.6  Recordation.  Neither  Landlord  nor Tenant shall record
              this Lease,  but Landlord and Tenant agree to execute a short-form
              memorandum  hereof  which may be recorded at the request of either
              party.

                  48.7 Quiet Possession.  Upon Tenant's paying the rent reserved
              hereunder and observing and performing all of the


                                       33





              covenants,  conditions  and  provisions  on  Tenant's  part  to be
              observed  and  performed   hereunder,   Tenant  shall  have  quiet
              possession of the Premises for the entire term hereof,  subject to
              all the provisions of this Lease.

                  48.8 Inability to Perform.  This Lease and the  obligations of
              the Tenant hereunder shall not be affected or impaired because the
              Landlord is unable to fulfill any of its obligations  hereunder or
              is  delayed in doing so, if such  inability  or delay is caused by
              reason of strike, labor troubles,  acts of God, or any other cause
              beyond the reasonable control of the Landlord.

                  48.9  Partial  Invalidity.  Any  provision of this Lease which
              shall  prove  to be  invalid,  void,  or  illegal  shall in no way
              affect,  impair or invalidate any other provision  hereof and such
              other provision(s) shall remain in full force and effect.

                  48.10  Cumulative  Remedies.  No remedy or election  hereunder
              shall  be  deemed  exclusive  but  shall,  whenever  possible,  be
              cumulative with all other remedies at law or in equity.

                  48.11  Entire  Agreement.   This  Lease  contains  the  entire
              agreement   of  the   parties   hereto  and  no   representations,
              inducements,  promises or agreements,  oral or otherwise,  between
              the parties, not embodied herein, shall be of any force or effect.

                  48.12  Exhibits.  All exhibits and addenda attached hereto are
              incorporated herein by this reference.


                  IN WITNESS WHEREOF, the parties herein have hereunto set their
              hands and  seals,  in  triplicate,  the day and year  first  above
              written.

                                          LANDLORD:

              Witness:                    AETNA REAL ESTATE ASSOCIATES, L.P.,
                                          a Delaware limited partnership

                                          By: Aetna/AREA Corp., its
                                              general partner


              /s/ Angela Migliore         By: /s/ Illegible
              --------------------            -------------------------
                                          Its Vice President
                                              -------------------------



                                       34





                                          TENANT:

              Attest:                     NATIONAL TRANSACTION NETWORK, INC.,
                                          a Delaware corporation


              /s/ Illegible               By: /s/ Milton A. Alpern
              ------------------             ---------------------------
                                          Its Milton A. Alpern
                                              Vice President of Finance



                                       35





                                    EXHIBIT A

                                  THE PREMISES

                                (to be attached)



                                       36





                                    EXHIBIT B

                             (Attach Approved Plans)



                                       37





                                    EXHIBIT C

                          COMMENCEMENT DATE MEMORANDUM



LANDLORD:       Aetna Real Estate Associates, L.P.


TENANT:         National Transaction Network, Inc.

LEASE DATE:     November 8, 1996

PREMISES:       Approximately  17,436  rentable  square  feet on the first (1st)
                floor  of the  Building  commonly  known as 117  Flanders  Road,
                Westborough,  Massachusetts,  as more particularly  described in
                Section 1.1 of the Lease.

     The Commencement  Date of the above referenced lease is hereby  established
as ________________, 1997.

                                          LANDLORD:

              Witness:                    AETNA REAL ESTATE ASSOCIATES, L.P.,
                                          a Delaware limited partnership

                                          By:  Aetna/AREA Corp., its
                                               general partner

                  /s/ Illegible                   /s/ Illegible
              _________________________   By:______________________________

                                          Its Vice President



                                          TENANT;

              Attest:                     NATIONAL TRANSACTION NETWORK, INC.
                                          a Delaware corporation

                 /s/ Illegible
              _________________________   By: /s/ Milton A. Alpern
                                              --------------------------
                                          Its Vice President of Finance


                                       38





State: Connecticut
County: Hartford_                                             February 19, 1997

    Then  personally  appeared  before me the above  namedJames M.
Fishman,  of Aetna/AREA  Corp.,  as General  Partner of AETNA REAL
ESTATE  ASSOCIATES,  L.P.,  a Delaware  limited  partnership,  and
acknowledged the foregoing  instrument to be his free act and deed
and the free act and deed of Aetna/Area Corp.

                                             /s/ Marsha S. McConaughy
                                          -----------------------------------
                                          Notary Public
                                          My commission expires: April 30, 2000



State: Massachusetts
County: Worcester                                      Feburary 12, 1997

    Then personally appeared before me the above named Milton A. Alpern
________________,   of  NATIONAL  TRANSACTION  NETWORK,   INC.,  a
Delaware corporation, and acknowledged the foregoing instrument to
be his free  act and  deed  and the free act and deed of  National
Transaction Network, Inc.

                                        /s/ Illegible
                                       -----------------------------------
                                       Notary Public
                                       My commission expires: March 11, 1999