Exhibit 10.16

                                      LEASE
                                      -----

     THIS LEASE made the 1st day of  November,  2000,  between  O'LEARY-VINCUNAS
LLC, a  Massachusetts  limited  liability  company,  having a principal place of
business at c/o Development  Associates,  P.O. Box 528, 630 Silver Street,  Unit
3C, Agawam,  Massachusetts 01001,  hereinafter referred to as the "Landlord" and
TELAXIS COMMUNICATIONS CORPORATION, a Massachusetts corporation with a principal
place of business at 20 Industrial  Drive East,  P.O. Box 109, South  Deerfield,
Massachusetts, hereinafter referred to as the "Tenant".

                               W I T N E S S E T H

1.   DEMISED PREMISES.
     ----------------

     1.1  Landlord  hereby  leases to Tenant,  and  Tenant  hereby  leases  from
Landlord,  upon and subject to the terms and  provision of this Lease,  the land
and building commonly known as a free-standing  building (Building 1) consisting
of  approximately  31,395 square feet of floor space located on a parcel of land
on the south side of East Site Access Road,  Deerfield  Industrial  Park,  South
Deerfield,  Massachusetts  known as Lot 9 containing  approximately  3.096 acres
("Parcel 1") and a second  free-standing  building  ("Building 2") consisting of
approximately  31,200  square feet of floor space located on a parcel of land on
the south  side of East Site  Access  Road,  Deerfield  Industrial  Park,  South
Deerfield,  Massachusetts  known  as  Lot 8  containing  approximately  2  acres
("Parcel  2").  Parcels 1 and 2 are more  particularly  described  on Exhibit A.
Building 1 and Building 2 and Parcels 1 and 2 are  hereafter  referred to as the
"Demised Premises."

2.   TERM OF LEASE.
     -------------

     (a) This Lease will commence on November 1, 2000 (the "Commencement  Date")
and  continue  until  October 31, 2005 (the  "Expiration  Date")and  each of the
fiscal years between those dates, commencing on November 1 and ending on October
31 shall be referred to herein as a Lease Year.

     (b) Provided that Tenant has provided  notice  thereof at least one hundred
eighty (180) days prior to the  expiration of the lease term,  Tenant shall have
the right to extend the term of this lease (and the date of the Expiration Date)
for an additional  five (5) year term upon and subject to the provisions of this
Lease; provided however, Tenant and Landlord will negotiate in good faith to set
the Minimum  Annual Rent for the extended  term at  then-current  market  rates.
Provided,  further,  if no agreement has been reached by the Expiration Date set
forth herein, the Tenant shall pay the holdover rent set forth in Section 14.1.

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3.   RENT.
     ----

     3.1 Tenant  agrees to pay to Landlord,  at such place or places as Landlord
may by notice in writing to Tenant from time to time direct, Minimum Annual Rent
at the following rates and times:

         (a) For the first Lease Year at the yearly rate of $422,516.25, payable
in equal monthly  installments of $35,209.68 in advance on the first day of each
and every calendar month during said first Lease Year.

         (b) For the  second  Lease  Year,  at the yearly  rate of  $430,966.57,
payable in equal monthly  installments of $35,913.88 in advance on the first day
of each and every calendar month during said second Lease Year.

         (c) For the third Lease Year at the yearly rate of $439,585.90, payable
in equal monthly  installments of $36,632.15 in advance on the first day of each
and every calendar month during said third Lease Year.

         (d) For the fourth  Lease Year at the yearly  rate of  $448,377.62  per
year,  payable in equal  monthly  installments  of  $37,364.80 in advance on the
first day of each and every calendar month during said fourth Lease Year.

         (e) For the fifth Lease Year at the yearly rate of $457,345.17  payable
in equal monthly  installments of $38,112.09 in advance on the first day of each
and every calendar month during said fifth Lease Year.

    3.2  ADDITIONAL RENT.
         ---------------

         (a) It is the intention of the Landlord and the Tenant that the rent to
be paid  pursuant to this Lease shall be net to the Landlord in each year during
the term of this Lease and that all costs,  expenses,  and  obligations of every
kind relating to the Demised Premises (except as otherwise specifically provided
in this Lease) which may arise or become due during the term of this Lease shall
be paid by the Tenant,  and that the Landlord shall be indemnified by the Tenant
against such costs,  expenses,  and  obligations.  All rent shall be paid to the
Landlord without notice or demand and without abatement,  deduction, or set off.
The following costs,  expenses, and obligations shall be deemed to be additional
rent payable according to the terms of this paragraph (a):

               (i)  The  Tenant  shall  promptly  pay  all  real  estate  taxes,
assessments,  water and sewer charges, and other governmental levies against the
Demised Premises,  and also any occupancy tax and tax on rents, all of which are
herein  called  "impositions".  The  phrase  "tax on rents"  shall  mean any tax
levied, assessed, or imposed in connection with the receipt of rent under

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this Lease for the use and  occupancy  of the Demised  Premises,  in lieu of, in
whole or in part,  any real  estate or  personal  property  tax upon the Demised
Premises.  The Tenant may pay any imposition in installments,  if payment may be
so made without  penalty.  All  impositions for the tax year in which this Lease
shall terminate shall be apportioned between the Tenant and the Landlord, except
that any imposition which the Tenant has elected to pay in installments shall be
paid in full by the Tenant at least sixty (60) days prior to the  expiration  of
the lease term;

               (ii)  Upon  request  by the  Landlord,  the  Tenant  shall pay as
additional rent on the first day of each month in advance  one-twelfth (1/12) of
any tax  that may be  imposed  in  connection  with  the  rental  and use of the
personal property included in the Demised Premises, and the Landlord shall remit
such payment to the proper  governmental  authority  together  with any required
return. The Tenant shall also pay any gross receipts tax imposed on the Landlord
in  connection  with the receipt by the Landlord of rents for the rental and use
of the personal property; and

               (iii) The Tenant shall pay all  expenses in the  operation of the
Demised  Premises,  except  (1)  any  interest  and  amortization  on  mortgages
encumbering  the fee title at any time,  (2) rentals  payable by the Landlord as
tenant under any superior lease,  and (3) any estate,  inheritance,  income,  or
other personal taxes of the Landlord.

         (b) The Tenant shall furnish to the Landlord official receipts or other
satisfactory  proof  of  payment  for all  items  required  to be paid  within a
reasonable time after demand by the Landlord;

         (c) The Tenant may contest the amount or validity of any  imposition by
appropriate proceedings.  However, the Tenant shall promptly pay such imposition
unless (i) such  proceedings  shall operate to prevent or stay the collection of
the  imposition so contested and (ii) the Tenant shall have  deposited  with the
Landlord (or with  Landlord's  mortgagee if so required) the amount so contested
and unpaid,  together  with a sum  sufficient  to cover all charges  that may be
assessed against the Demised Premises in such proceedings.  Upon the termination
of such  proceedings,  the Tenant  shall  deliver to the  Landlord  proof of the
amount of the  imposition  as finally  determined,  and  thereupon  the Landlord
shall, out of the sums so deposited with it by the Tenant,  pay such imposition,
and shall  refund the  balance to the  Tenant.  If the sums  deposited  with the
Landlord  shall be  insufficient  to pay the full amount of such  imposition and
other charges,  the Tenant shall forthwith pay any  deficiency.  If, at any time
during such  proceedings,  the Landlord shall deem the amount  deposited with it
insufficient,  the Tenant shall, upon demand, deposit with the Landlord (or with
mortgagee)  such  additional  sums as the Landlord may reasonably  request.  The
Landlord,  at the Tenant's  sole  expense,  shall join in any such  contestation
proceedings if any law

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shall so  require.  Any sums  deposited  hereunder  with the  Landlord  (or with
mortgagee) shall be held in a trust account;

         (d) The  Landlord  appoints  the  Tenant  the  attorney-in-fact  of the
Landlord  for the  purpose  of  making  all  payments  to be made by the  Tenant
pursuant  to any of the  provisions  of this  Lease to  persons  other  than the
Landlord.  In case any person to whom any sum is directly  payable by the Tenant
under any of the provisions of this Lease shall refuse to accept payment of such
sum from the Tenant, the Tenant shall thereupon give written notice of such fact
to the  Landlord  and shall pay such sum  directly  to the  Landlord,  who shall
thereupon pay such sum to such person;

         (e) In the event that the Tenant  shall fail to deliver to the Landlord
any  certificate of insurance as required by this Lease,  the Landlord may cause
such  insurance  to be  issued  and  bills for the  premiums  therefor  shall be
rendered by the  Landlord to the Tenant at such times as the Landlord may elect,
and shall be due from and  payable by the Tenant  when  rendered  and the amount
thereof shall be deemed to be, and paid as, additional rent; and

         (f) All  taxes,  charges,  costs,  and  expenses  which  the  Tenant is
required to pay  hereunder,  together with all interest and  penalties  that may
accrue thereon in the event of the Tenant's failure to pay such amounts, and all
damages,  costs,  and  expenses  which the  Landlord  may incur by reason of any
default of the Tenant or failure on the  Tenant's  part to comply with the terms
of this  Lease,  shall be deemed  to be  additional  rent  and,  in the event of
nonpayment  by the Tenant,  the Landlord  shall have all the rights and remedies
with  respect  thereto as the  Landlord  has for the  nonpayment  of the Minimum
Annual Rent.

4.   USE OF PREMISES.
     ---------------

     4.1 Tenant  agrees that during the term of this Lease the Demised  Premises
will be used and occupied for the following  purposes and for no other  purposes
without  the  written  consent  of  Landlord:   office  and  design,   research,
development and manufacturing facility for wireless and other telecommunications
devices.  Tenant shall not use or permit the Demised Premises to be used for any
purpose  other than as specified  herein and shall not use or permit the Demised
Premises to be used for any use or  occupation  which would be in conflict  with
the provisions of the Zoning Ordinance of the Town of Deerfield,  Massachusetts,
applicable  to the use and  occupancy  of said  Demised  Premises or which would
violate the  restrictions  applicable to the use of the Demised  Premises in the
Deerfield Industrial Park (the "Park Restrictions").

     4.2 Tenant agrees that during the term of this Lease that:  (a) no nuisance
will be permitted on or about the Demised  Premises;  (b) nothing  shall be done
upon or about the  Demised  Premises

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which  shall be  unlawful  or  contrary  to any law,  ordinance,  regulation  or
requirement of any public authority of insurance  inspection or rating bureau or
similar  organization  having  jurisdiction,  or which  may be  injurious  to or
adversely  affect the Demised  Premises;  (c) the Demised  Premises  will not be
overloaded, damaged or defaced; (d) Tenant will procure all licenses and permits
which may be required for any use made of the Demised Premises;  (e) Tenant will
not permit the  emission  of any  objectionable  noise or odor from the  Demised
Premises  except as allowed  by law,  regulation  or  permit;  (f) all waste and
refuse will be kept at  locations  approved by Landlord and will be removed from
the Demised Premises at Tenant's expense;  (g) the Demised Premises will be kept
attractive in appearance and appealing to customers; and (h) Tenant will not do,
or suffer to be done,  or keep, or suffer to be kept, or omit to do anything in,
upon or about the Demised  Premises or on any  property  therein any act or acts
which may void any insurance or which may create any extra premiums or increased
rate of such insurance unless paid by Tenant.

     4.3 The Tenant  agrees  that no  hazardous  wastes,  materials  or oil (the
"Hazardous  Substances")  as so  classified  by any law or  regulation  shall be
stored in or about the Demised Premises,  except in accordance with such laws or
regulations.  The Tenant herewith  indemnifies and agrees to defend and hold the
Landlord  harmless from and against any and all loss,  damage, or claims arising
out of the storage, handling,  discharge or disposal of the Hazardous Substances
by Tenant.  Prior to the expiration of the term of this Lease,  the Landlord may
cause to be prepared an environmental  site analysis of the Demised Premises and
Landlord's  Property,  prepared by an  environmental  analyst.  If such analysis
reveals the existence of any such Hazardous Substances or materials in excess of
amounts  permitted by applicable law in or about the Demised  Premises caused by
the  Tenant,  Tenant  shall pay for the cost of such  analysis  and  remove  the
Hazardous Substances,  without injury to Landlord's Property, in accordance with
the  requirements  of all Federal and State law and  regulations.  The indemnity
contained herein shall survive the termination of this Lease.

5.   UTILITIES, REPAIRS AND ALTERATIONS.
     ----------------------------------

     5.1  Tenant   agrees  to  furnish  and  pay  all  charges  for  heat,   air
conditioning, sanitary sewer, water, gas, electricity, power and other utilities
used by the Demised  Premises  ("Operating  Expenses").  If a separate  meter or
check meter for water shall be installed by Landlord, Tenant shall pay for water
consumption and the sewer use charge resulting  therefrom and in such event such
charges shall be eliminated from Operating Expenses.  Tenant agrees that it will
at all times keep sufficient  heat in the Demised  Premises to prevent the pipes
therein from freezing.

     5.2 Landlord  agrees to make all necessary  repairs or  alterations  to the
property which Landlord is required to maintain,  as hereinafter set forth.  The
property  which  Landlord  is required

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to  maintain  are the  Common  Areas,  the  foundation,  roof,  exterior  walls,
structural columns,  structural beams, conduits,  drains, water mains and sewers
of the Demised Premises.  Notwithstanding the foregoing,  but subject to Section
12 of this Lease,  if any of said repairs or  alterations  shall be necessary by
reason of the fault or negligence of Tenant by anyone claiming under Tenant,  by
reason of default in the performance or observance of any agreements, conditions
or other  provisions  on the part of Tenant to be  performed  or  observed or by
reason of any special use at which the Demised Premises may be put, Tenant shall
make all such repairs or alterations as may be necessary. As used in this Lease,
the expression  "exterior walls of the Demised Premises" does not include glass,
windows, doors, window sashes or frames or door frames.

     5.3  Tenant  agrees  that it will  during  the term of this  Lease make all
repairs and replacements to the Demised Premises,  as hereinafter set forth, and
which may be  necessary  to maintain  the same in good repair and  condition  or
which may be required by any laws,  ordinances,  regulations or  requirements of
any  public  authorities  having  jurisdiction,  and that  Tenant  will upon the
expiration or other  termination  of the term of this Lease remove its property,
to the extent permitted by this Lease, and that of all persons claiming under it
and will yield up peaceably  to Landlord  the Demised  Premises and all property
therein (which term shall include replacements thereto), broom clean and in good
repair and  condition,  subject to reasonable  wear and tear and damage by other
casualty.  The  property  which  Tenant is  required  to maintain is the Demised
Premises and every part thereof  including  but without  limitation,  all walls,
floors and ceilings,  fixtures and equipment  within the Demised  Premises,  all
meters and all other fixtures and equipment within or appurtenant to the Demised
Premises,  and all signs  (interior and exterior),  all glass,  windows,  doors,
window  sashes and  frames  and door  frames,  but in no event  shall  Tenant be
required to maintain  any  property  which is  Landlord's  responsibility  under
Section 5.2. Notwithstanding the foregoing, the Tenant shall not be obligated to
retrofit or upgrade the Demised  Premises in order to comply with the  Americans
with Disabilities Act or the  Massachusetts  Access Barrier Board Regulations or
any other new or similar law if the  retrofit  or upgrade  would be treated as a
fixture  when  completed  and has a useful  life which  exceeds the term of this
lease including all renewal options.

     5.4  The  Tenant  shall  have  the  right,  from  time  to  time,  to  make
nonstructural  alterations and  improvements to, and decoration of, the interior
and  exterior  of the  Demised  Premises  as shall be  reasonably  necessary  or
appropriate  in the Tenant's  judgment for the Tenant's  conduct  thereon of its
business,  provided that prior to the  commencement  of any such  alterations or
improvements  the Landlord shall in each case have approved in writing the plans
and specifications  thereof, which approval will not be unreasonably withheld or
conditioned.  If within thirty (30) days after such plans and specifications are
submitted by

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the Tenant to the Landlord for such  approval the Landlord  shall not have given
the Tenant notice of disapproval  thereof,  stating the reason such disapproval,
such plans and specifications shall be considered approved by the Landlord.

     5.5 Tenant agrees that it will procure all necessary  permits before making
any repairs, installations,  alterations,  additions,  improvements or removals.
Landlord agrees it will cooperate with Tenant in obtaining such permits provided
Landlord is reimbursed for any expense  incidental  thereto.  Tenant agrees that
all repairs, installations, alterations, improvements and removals done by it or
anyone  claiming under it shall be done in a good and workmanlike  manner,  that
the same shall be done in conformity  with all laws,  ordinances and regulations
of all public authorities and all insurance  inspection or rating bureaus having
jurisdiction,  that the structure of the Demised Premises will not be endangered
or  impaired  and that  Tenant  will  repair  any and all  damage  caused  by or
resulting  from  any  such  repairs,  installations,   alterations,   additions,
improvements  or removals,  including,  but without  limitation,  the filling of
holes.  Tenant  agrees  to pay  promptly  when due all  charges  for  labor  and
materials in connection  with any work done by Tenant or anyone  claiming  under
Tenant upon the Demised Premises so that the Demised Premises shall at all times
be free of liens created by Tenant's  action or inaction.  Tenant agrees to save
Landlord harmless from, and indemnify  Landlord against,  any and all claims for
injury,  loss or damage to person or property  caused by or  resulting  from the
doing of any such work.

6.   INSURANCE.
     ---------

     6.1 The Tenant shall keep the Demised Premises insured  throughout the term
of this lease against the following:

         (a) Loss or damage by fire and such other  risks as may be  included in
the broadest form of extended coverage  insurance from time to time available in
amounts  sufficient  to  prevent  the  Landlord  or the Tenant  from  becoming a
coinsurer within the terms of the applicable  policies,  and in any event, in an
amount not less than one hundred (100%)  percent of the full insurable  value of
the buildings and appurtenances located on the Demised Premises;

         (b) Loss or damage from  leakage of  sprinkler  systems if installed in
the  building  on the leased  property  in an amount  not less than one  hundred
(100%) percent of the full insurable value;

         (c) Loss or damage by explosion of steam boilers,  pressure vessels, or
similar  apparatus,  now or  hereafter  installed  in the building on the leased
property,  in such limits with respect to any one accident as may be  reasonably
requested by the Landlord from time to time;

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<PAGE>

         (d) Claims for bodily  injury and  property  damage,  under a policy of
general  public  liability  insurance,  with such  limits as may  reasonably  be
requested by the Landlord from time to time but with a combined  single limit of
not less than Two Million ($2,000,000) DOLLARS; and

         (e) Against such other hazards and in such amounts as the holder of any
mortgage may reasonably require from time to time.

     6.2 The term "full insurable value" shall mean the actual replacement cost,
excluding  foundation  and  excavation  costs of the Building and  appurtenances
located at the Demised  Premises.  Full insurable value shall be determined from
time to time  whenever  reasonably  requested  by the  Landlord,  by a qualified
appraiser  selected and paid by the Landlord and  acceptable to the Tenant.  The
finding of such appraiser shall not be binding  without the written  approval of
the Landlord and the Tenant, which approval shall not be unreasonably withheld.

     6.3 All  insurance  provided  for in this  lease  shall be  effected  under
enforceable policies issued by insurers of recognized responsibility licensed to
do business in the  Commonwealth  of  Massachusetts.  At least fifteen (15) days
prior to the expiration date of any policy, the original renewal policy for such
insurance shall be delivered by the Tenant to the Landlord.  Within fifteen (15)
days after the premium on any policy shall become due and payable,  the Landlord
shall be furnished with satisfactory evidence of its payment.

     6.4 All policies of insurance shall name the Landlord and the Tenant as the
insureds,  as their  respective  interests may appear and a certificate  thereof
shall be furnished to Landlord prior to the Commencement Date. At the request of
the Landlord,  any insurance  policy shall be made payable to the holders of any
mortgages  to which this Lease is at any time  subordinate,  as the  interest of
such holders may appear, pursuant to a standard clause for holders of mortgages.
All policies shall contain an agreement by the insurers that such policies shall
not be canceled or materially altered except upon thirty (30) days prior written
notice to the  Landlord  and to the  holders of any  mortgages  to whom loss may
payable.

     6.5 If the Tenant provides any insurance required by this Lease in the form
of a blanket  policy,  the Tenant  shall  furnish  satisfactory  proof that such
blanket policy  complies in all respects with the provisions of this Lease,  and
that the coverage  thereunder  is at least equal to the coverage  which would be
provided under a separate policy covering only the Demised Premises.

     6.6  Except to the  extent  Tenant is  entitled  to  indemnification  under
Section  6.7,  Tenant  agrees to save  Landlord  harmless  from,  and  indemnify
Landlord  against,  to the extent permitted by law, any and all injury,  loss or
damage and any and all claims

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<PAGE>

for injury,  loss or damage,  of whatever nature (l) caused by or resulting from
any act,  omission  or  negligence  of Tenant or anyone  claiming  under  Tenant
(including, but without limitation subtenants and concessionaires of Tenant and,
employees and contractors of Tenant or its subtenants or concessionaires), while
in the course of his  employment,  or (2) occurring  upon the Demised  Premises.
This indemnity and hold harmless  agreement shall include  indemnity against all
costs,  expenses,  and liabilities  incurred in connection with any such injury,
loss or damage or any such  claim,  or any  proceeding  brought  thereon  or the
defense  thereof.  If Tenant or anyone claiming under Tenant or the whole or any
part of the  property of Tenant or anyone  claiming  shall be  injured,  lost or
damaged by theft,  fire,  water or steam or in any other way or manner,  whether
similar or dissimilar to the foregoing, no part of said injury loss or damage is
to be borne by  Landlord  or its  agents  unless  the same shall be caused by or
result from the fault or  negligence  of Landlord or its agents.  Tenants  agree
that Landlord shall not be liable to Tenant or anyone  claiming under Tenant for
any  injury,  loss or damage  that may be caused by or result  from the fault or
negligence of any persons occupying  adjoining premises or any other part of the
Demised Premises.

     6.7 Landlord  agrees to save Tenant  harmless  from,  and indemnify  Tenant
against,  to the extent permitted by law, any and all injury, loss or damage and
any and all claims for injury,  loss or damage,  of whatever nature caused by or
resulting  from any act,  omission  or  negligence  of  Landlord or any agent or
employee of Landlord.  This indemnity and hold harmless  agreement shall include
indemnity against all costs,  expenses,  and liabilities  incurred in connection
with any such  injury,  loss or  damage  or any such  claim,  or any  proceeding
brought thereon or the defense thereof. Landlord agrees that Tenant shall not be
liable to Landlord or anyone  claiming  under  Landlord for any injury,  loss or
damage  that may be  caused by or result  from the  fault or  negligence  of any
persons occupying adjoining premises.

7.   ACCESS TO PREMISES.
     ------------------

     7.1 Landlord shall have the right to enter upon the Demised Premises or any
part thereof without charge at all reasonable  times,  after reasonable  notice,
and in case of emergency,  at any time, to inspect the same, to show the Demised
Premises  to  prospective  purchasers  or  tenants,  to make or  facilitate  any
repairs,  alterations,   additions  or  improvements  to  the  Demised  Premises
including, but without limitation,  to install and maintain in, and remove from,
the  Demised  Premises  pipes,  wires and other  conduits  (but  nothing in this
Article shall obligate Landlord to make any repairs,  alterations,  additions or
improvements); and Tenant shall not be entitled to any abatement or reduction of
rent or damages by reason of any of the  foregoing.  Such  entries  shall be (a)
conducted in such a way to maintain the confidentiality of Tenant's business and
affairs, and (b) conducted in such a way to not unreasonably  interfere with the
conduct

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of Tenant's  business and affairs.  No forcible  entry shall be made by Landlord
unless such entry shall be reasonably  necessary to prevent serious injury, loss
or damage to person or property. Landlord shall repair any damage to property of
Tenant or anyone  claiming under Tenant caused by or resulting  from  Landlord's
making any such repairs, alterations, additions or improvements except only such
damage as shall result from the making of such repairs,  alterations,  additions
or improvements  which Landlord shall make as a result of the default,  fault or
negligence of Tenant or anyone claiming under Tenant.  For the period commencing
twelve (12) months prior to the  expiration of the original or any extended term
of this Lease,  Landlord may maintain  "For Rent" signs on the front or any part
of the exterior of the Demised Premises,  except any area used by the Tenant for
display purposes.

8.   CASUALTY.
     --------

     8.1 If the Demised  Premises  shall be damaged or  destroyed  by  casualty,
Tenant  shall  give  notice  thereof to  Landlord,  and,  except as  hereinafter
otherwise provided, Landlord shall, within a reasonable time thereafter, repair,
or restore the Demised Premises to substantially the same condition they were in
prior to the  casualty.  If the  damage  to the  Demised  Premises  should be so
extensive as to render the whole or any part thereof untenantable and unsuitable
for use and occupation by Tenant,  a just proportion of the Minimum Annual Rent,
according to the nature and extent of the injury to the Demised  Premises  shall
be suspended or abated until the Demised  Premises shall be repaired or restored
as  aforesaid.  It is  agreed  and  understood  that if at any time the  Demised
Premises shall be damaged or destroyed as aforesaid to the extent of twenty-five
(25%) percent or more of its insurable value, either Tenant or Landlord,  at its
election,  may  terminate  the term of this Lease by a notice to the other party
within  thirty (30) days after such damage or  destruction.  In the event of any
termination  of the  term of  this  Lease  pursuant  to the  provisions  of this
Article,  the  termination  shall become  effective on the day of such damage or
destruction,  a just  proportion  of the Minimum  Annual Rent,  according to the
nature and extent of the injury to the Demised  Premises,  shall be suspended or
abated until the time of termination, and shall be apportioned as of the time of
termination.

9.   EMINENT DOMAIN.
     --------------

     9.1 If after the execution of this Lease and prior to the expiration of the
term of this Lease the whole of the  Demised  Premises  shall be taken under the
power of eminent domain,  then the term of this Lease shall cease as of the time
when  Landlord  shall be  divested  of its title in the  Demised  Premises,  and
Minimum Annual Rent and all Additional Rent shall be apportioned and adjusted as
of the time of termination.

                                       10

<PAGE>

     9.2 If any part of the Demised  Premises  shall be taken under the power of
eminent  domain,  and if as a result  thereof  the  remaining  floor area of the
Demised  Premises  shall not be  reasonably  adequate  for the  operation of the
business  conducted in the Demised Premises prior to the taking,  Tenant may, at
its election,  terminate the term of this Lease by giving the other party notice
of the  exercise of such  election  within  twenty (20) days after  Tenant shall
receive notice of such taking,  and the termination shall be effective as of the
time that  possession  of the part so taken shall be required for public use and
Minimum Annual Rent and Additional  Rent shall be apportioned and adjusted as of
the time of termination.  If only a part of the Demised  Premises shall be taken
under the power of eminent  domain  and if the term of this  Lease  shall not be
terminated  as  aforesaid,  then the term of this Lease  shall  continue in full
force and effect and Landlord shall,  within a reasonable time after  possession
is required  for public use,  repair and rebuild  what may remain of the Demised
Premises so as to put the same into  condition  for use and occupancy by Tenant,
and a just  proportion of the Minimum Annual Rent and Additional  Rent according
to the  nature  and  extent  of the  injury  to the  Demised  Premises  shall be
suspended or abated until what may remain of the Demised  Premises  shall be put
into such condition by Landlord, and thereafter a just proportion of the Minimum
Annual Rent and  Additional  Rent according to the nature and extent of the part
so taken shall be abated for the balance of the term of this Lease.

     (a) Landlord reserves to itself, and Tenant assigns to Landlord, all rights
to damages  accruing on account of any taking under the power of eminent  domain
or by  reason  of any act of any  public  or quasi  public  authority  for which
damages are payable.  Tenant agrees to execute such instruments of assignment as
may be  reasonably  required by Landlord in any  proceeding  for the recovery of
such damages if requested by Landlord,  and to turn over to Landlord any damages
that may be recovered in such  proceeding.  Notwithstanding  the foregoing,  the
Tenant  reserves all rights to make a claim for its personal  property which may
be deemed to be fixtures and/or a claim for relocation or moving expenses.

10.  EVENTS OF DEFAULT AND REMEDIES.
     ------------------------------

     10.1 The following shall be Events of Default under this Lease:

         (a)  Tenant  shall  default in the  payment  of rent or other  payments
required of Tenant and such failure shall continue for fifteen (15) days;

         (b) Tenant shall default in the  performance or observance of any other
agreement or condition on its part to be performed or observed  under this Lease
and shall not cure such default within thirty (30) days after due written notice
thereof to Tenant;  provided,  however, if such default is of such a nature that
the same cannot be completely cured within the thirty (30) day cure period,  the
cure period  shall be extended for as long as Tenant  shall be  proceeding  with
reasonable diligence and good faith to cure the default;

                                       11

<PAGE>

         (c) As a result of action or inaction by Tenant,  any person shall levy
upon,  or take this  leasehold  interest  or any part  thereof  upon  execution,
attachment or other process of law, and such levy shall not be discharged within
sixty (60) days;

         (d) Tenant shall make an  assignment of its property for the benefit of
creditors;

         (e) any order for relief  under the  United  States  Bankruptcy  Act is
entered with respect to Tenant; and not discharged within sixty (60) days; or

         (f) a receiver,  trustee or assignee shall be appointed and not removed
within sixty (60) days for the whole or any part of Tenant's property.

     10.2 Upon the occurrence of an Event of Default the Landlord may do any one
or more of the following:

         (a) Perform  for the  account of Tenant any such  default of Tenant and
immediately  recover as additional rent any expenditures  made and the amount of
any  obligations  incurred in  connection  therewith  plus  interest of two (2%)
percent  per annum  above the Prime Rate of  interest  of Fleet Bank (the "Lease
Interest Rate") for such  expenditures from the date of any such expenditure and
a late charge for payments of rent past due at the Lease  Interest  Rate applied
from the due date of each rent installment to the date of payment;

         (b) At its option,  Landlord  may serve upon  Tenant  either (i) notice
that this Lease is terminated or (ii) a Summary Process Complaint, and thereupon
this Lease and the term hereof granted, as well as the right, title and interest
of the Tenant  hereunder,  shall wholly cease and expire and become void (except
as  to  Tenant's  liability).  Thereupon,  Tenant  shall  immediately  quit  and
surrender  to Landlord  the Demised  Premises,  and  Landlord may enter into and
repossess  the  Demised  Premises  and  remove all  occupants  thereof  and,  at
Landlord's  option,  any property thereon without being liable to prosecution or
damages therefor.  No such expiration or termination of this Lease shall relieve
Tenant of its liability and obligations under this Lease.

         (c) Re-enter and  repossess  the Demised  Premises and any part thereof
and attempt in its own name, as agent for Tenant if this Lease not be terminated
or in its own  behalf if this Lease be  terminated,  to relet all or any part of
such  Demised  Premises  for and upon such terms and to such  persons,  firms or
corporations and for such period or periods as Landlord, in its sole discretion,
shall  determine,  including the term beyond the termination of this Lease;  and
Landlord shall not be required to

                                       12

<PAGE>

accept any tenant offered by Tenant or observe any  instruction  given by Tenant
about  such  reletting  or do any act or  exercise  any care or  diligence  with
respect to such  reletting or to the  mitigation of damages.  For the purpose of
such reletting,  Landlord may decorate or make repairs, changes,  alterations or
additions  in or to the  Demised  Premises  to the  extent  deemed  by  Landlord
desirable or  convenient;  and the cost of such  decoration,  repairs,  changes,
alterations  or  additions  shall be  charged  to and be  payable  by  Tenant as
additional  rent hereunder,  as well as any reasonable  brokerage and legal fees
expended by Landlord;  and any sums  collected  by Landlord  from any new tenant
obtained on account of the Tenant  shall be credited  against the balance of the
rent due hereunder as aforesaid.  Tenant shall pay to Landlord  monthly,  on the
days when the rent would have been  payable  under  this  Lease,  the amount due
hereunder less the amount obtained by Landlord from such new tenant; and

         (d) If upon the  occurrence  of an Event of Default by the Tenant,  the
Landlord  shall employ the services of counsel to enforce any provisions of this
Lease,  the Tenant shall pay (as  additional  rent),  on demand,  the Landlord's
costs  thereof  and any other  expenses  of the  collection  of any  amounts due
hereunder.

         (e) In case of any such  termination,  Tenant will  indemnify  Landlord
each month against all loss of rent and all obligation  which Landlord may incur
by  reason  of any such  termination  between  the time of  termination  and the
expiration of the term of the Lease;  or at the election of Landlord,  exercised
at the time of the termination or at any time thereafter,  Tenant will indemnify
Landlord each month until the exercise of the election  against all loss of rent
and other  obligations  which  Landlord may incur by reason of such  termination
during the period  between the time of the  termination  and the exercise of the
election,  and upon the exercise of the election Tenant will pay to the Landlord
as damages such amount as at the time of the exercise of the election represents
the amount by which the rental value of the Demised Premises for the period from
the exercise of the election until the expiration of the term shall be less than
the amount of rent and other  payments  provided  herein to be paid by Tenant to
Landlord during said period. It is understood and agreed that at the time of the
termination  or at any time  thereafter  Landlord  may rent at a fair rental the
Demised  Premises,  and for a term which may expire after the  expiration of the
term of this  Lease,  provided,  however,  that if said  premises  are rented as
aforesaid  then the  amount of rent  received  in such case  shall be applied to
reduce Tenant's liability for rent under this Lease; that Tenant shall be liable
for any reasonable  expenses  incurred by Landlord in connection  with obtaining
possession of the Demised  Premises,  with  removing  from the Demised  Premises
property of Tenant and persons claiming under it (including  warehouse charges),
with putting the Demised  Premises into good condition for  reletting,  and with
any reletting, including, but without limitation, reasonable attorneys' fees and
brokers' fees, and that any monies collected from any reletting shall be applied

                                       13

<PAGE>

first to the  foregoing  expenses  and then to the payment of rent and all other
payments due from Tenant to Landlord.

11.  SUBORDINATION AND NOTICE TO MORTGAGEE.
     -------------------------------------

     11.1 Tenant  agrees  that upon the request of Landlord it will  subordinate
this  Lease and the lien  hereof to the lien of any  present  or future  bank or
insurance  company  mortgage  or  mortgages  upon the  Demised  Premises  or any
property of which the Demised  Premises are a part,  irrespective of the time of
execution or times of recording of any such mortgage or mortgages. Tenant agrees
that it will upon the request of Landlord  execute,  acknowledge and deliver any
and all instruments  deemed by Landlord necessary or desirable to give effect to
or notice of such subordination but Tenant shall not be required to execute such
subordination  unless  Tenant  shall  receive an agreement  from such  mortgagee
agreeing to recognize this lease and agreeing not to disturb the Tenant's rights
hereunder in the event of foreclosure.  Tenant also agrees that if it shall fail
at any time to execute, acknowledge or deliver any such instruments requested by
Landlord,  Landlord  may,  in addition to any other  remedies  available  to it,
execute,  acknowledge  and deliver  such  instrument  as the attorney in fact of
Tenant  and  in  Tenant's  name;  and  Tenant  hereby  makes,   constitutes  and
irrevocably appoints Landlord as its attorney in fact for that purpose. The word
"mortgage"  as used herein  includes  mortgages,  deed of trust or other similar
instruments   and   modifications,    consolidations,    extensions,   renewals,
replacements and substitutes thereof.

     11.2  Tenant  agrees  that in the event of any act or  omission of Landlord
which  would give  Tenant the right,  immediately  or after lapse of a period of
time,  to  cancel  or  terminate  this  Lease,  or to claim a  partial  or total
eviction,  Tenant shall not exercise  such right (1) until it has given  written
notice of such act or  omission  to  Landlord  and the  holder of each  superior
mortgage whose name and address shall  previously  have been furnished to Tenant
in  writing,  and (2)  unless  such act or  omission  shall be one  which is not
capable  of  being  remedied  by  Landlord  or such  mortgage  holder  within  a
reasonable  period of time, until a reasonable  period for remedying such act or
omission  shall have elapsed  following  the giving of such notice and following
the time when such holder or  Landlord  shall have  become  entitled  under such
superior  mortgage  or  superior  lease,  as the case may be, to remedy the same
(which  reasonable  period  shall in no event be less  than the  period to which
Landlord would be entitled  under this Lease or otherwise,  after similar notice
to effect  such  remedy),  provided  such  holder  or  Landlord  shall  with due
diligence given Tenant written notice of intention to, and commence and continue
to remedy such act or omission.

     11.3  Tenant  shall at any time and from time to time  within ten (10) days
following written request from Landlord or any mortgagee,  execute,  acknowledge
and deliver to Landlord or mortgagee a written  statement  certifying  that this
Lease is in full

                                       14

<PAGE>

force and effect and  unmodified  (or, if  modified,  stating the nature of such
modification), certifying the date to which the rent reserved hereunder has been
paid,  and  certifying  that there are not, to Tenant's  knowledge,  any uncured
defaults on the part of Landlord  hereunder,  or specifying such defaults if any
are claimed. Any such statement may be relied upon by any prospective  purchaser
or mortgagee  of all or any part of the Demised  Premises.  Tenant's  failure to
deliver such statement  within said ten (10) day period shall be conclusive upon
Tenant  that this Lease is in full force and  effect  and  unmodified,  and that
there are no uncured defaults in Landlord's performance hereunder.

11.4 At the option of any  mortgagee  of the Demised  Premises,  such  mortgagee
shall  have the  right to  subordinate  this  Lease to its  mortgage,  provided,
however,  that Tenant shall receive notice of such  subordination at least seven
(7) days prior  thereto  and shall  receive  an  agreement  from such  mortgagee
agreeing to recognize  this Lease and agreeing  not to disturb  Tenant's  rights
hereunder  in the  event of  foreclosure.  The  recording  of an  instrument  of
subordination  in the Land  Records in which  Landlord's  Property is located as
executed by said mortgagee shall act to subordinate  this Lease to said mortgage
without the necessity of consent by Tenant.

12.  WAIVER OF SUBROGATION.
     ---------------------

     12.1 Tenant hereby releases  Landlord,  to the extent of Tenant's insurance
coverage from any and all liability for any loss or damage caused by fire or any
of the extended coverage  casualties,  even if such fire or other casualty shall
be brought about by the fault or negligence of Landlord or its agents, provided,
however,  this release shall be in force and effect only with respect to loss or
damage  occurring  during  such time as Tenant's  policies of fire and  extended
coverage  insurance shall contain a clause to the effect that this release shall
not affect said  policies or the right of Tenant to recover  thereunder.  Tenant
agrees that its fire and extended coverage  insurance policies will include such
a clause so long as the same is includable  without extra cost, or if extra cost
is chargeable therefor, so long as Landlord pays such extra cost.

     12.2 Landlord hereby releases Tenant, to the extent of Landlord's insurance
coverage,  from any and all  liability  for any loss or damage caused by fire or
any of the extended  coverage  casualties,  even if such fire or other  casualty
shall be  brought  about by the fault or  negligence  of  Tenant or its  agents,
provided,  however,  this release shall be in force and effect only with respect
to loss or damage occurring during such time as Landlord's  policies of fire and
extended  coverage  insurance  shall  contain a clause to the  effect  that this
release  shall not affect  said  policies  or the right of  Landlord  to recover
thereunder.  Landlord  agrees  that  its fire and  extended  coverage  insurance

                                       15

<PAGE>

policies  will include such a clause so long as the same is  includable  without
extra cost,  or if extra cost is  chargeable  therefore,  so long as Tenant pays
such extra cost.  If extra cost is  chargeable  therefore,  Landlord will advise
Tenant thereof and of the amount thereof.

13.  ASSIGNMENT.
     ----------

     13.1 Tenant agrees that it will not assign,  mortgage,  pledge or otherwise
encumber this Lease or any interest therein,  or sublet the whole or any part of
the Demised Premises  without  obtaining on each occasion the written consent of
the Landlord. Notwithstanding the foregoing, Tenant may assign this Agreement to
a successor in interest without obtaining such consent in the event of a merger,
sale, acquisition, change of control, or sale of all or substantially all of the
assets of Tenant,  provided that Tenant can prove to the reasonable satisfaction
of Landlord  that such  successor  in interest  is at least as  creditworthy  as
Tenant.  Notwithstanding  any assignment or sublease,  Tenant shall remain fully
liable on this  Lease for the  balance  of the term or  period of  extension  or
renewal, if any, then so remaining.

     13.2 If Tenant requests  Landlord  consent to an assignment of the Lease or
subletting of all or any portion of the Premises, it shall submit to Landlord in
writing,  the name of the proposed  assignee(s) or subtenant(s) the terms of the
proposed  lease and the nature and  character  of the  business of the  proposed
assignee or subtenant. Landlord shall have the option (to be exercised within 30
days from the submission of Tenant's written request) to cancel the within Lease
with respect to the portion proposed to be subleased as of the commencement date
stated in the above mentioned sublet or assignment and enter into a direct lease
with such  subtenant.  If Landlord  elects to cancel the within Lease as stated,
then, the term, tenancy,  and occupancy of the said premises under this Lease or
otherwise  shall  cease,  determine,  expire,  and come to an end as though  the
cancellation date was the original termination date of the within Lease.

     13.3 If the Landlord  shall not  exercise  its option  within the terms set
forth above, its consent to any such proposed assignment or subletting shall not
be  unreasonably  withheld  provided  that Tenant shall remain  liable under all
terms and conditions of this Lease.  In the event of default by Tenant under the
terms and conditions of this Lease at such time that all or part of the Premises
are then sublet or assigned, Landlord may collect directly from the sublessee(s)
all rents  becoming due to Tenant under the  sublease(s)  or  assignment(s)  and
apply such rents  against any sums due to  Landlord by Tenant  under this Lease,
and Tenant hereby authorizes and directs such sublessee(s) to make such payments
of rent to Landlord  upon receipt of notice from  Landlord.  Such  collection of
rent by Landlord shall not

                                       16

<PAGE>

constitute a novation or a release of Tenant from its liability  under the terms
and conditions of this Lease.

14.  HOLDING OVER.
     ------------

     14.1 If Tenant or anyone  claiming  under Tenant shall remain in possession
of the Demised  Premises or any part thereof after the expiration of the term of
this Lease or any extension  thereof  without any  agreement in writing  between
Landlord  and  Tenant  with  respect  thereto,  prior to  acceptance  of rent by
Landlord the person  remaining in  possession  shall be deemed a tenant at will,
subject  to the  provisions  of  this  Lease  insofar  as the  same  may be made
applicable to a tenancy at will; provided,  however, that if Minimum Annual Rent
shall be payable  during the term of this Lease at different  rates at different
times,  Minimum  Annual Rent during such period as such person shall continue to
hold the Demised  Premises or any part thereof shall be payable the highest rate
payable during the term hereof plus twenty (20%) percent.

15.  WAIVERS.
     -------

     15.1 Failure of either the Landlord or the Tenant to complain of any act or
omission on either the part of the  Landlord  or the Tenant,  no matter how long
the same may continue,  shall not be deemed to be a waiver by either Landlord or
Tenant of any of its rights  hereunder.  No waiver by  Landlord or Tenant at any
time, express or implied,  of any breach of any provision of this Lease shall be
deemed a waiver of a breach of any other provision of this Lease or a consent to
any  subsequent  breach of the same or any  other  provision.  If any  action by
Landlord  shall  require  Tenant's  consent  or  approval,  Tenant's  consent or
approval of such action on any one occasion  shall not be deemed a consent to or
approval of said action on any  subsequent  occasion or a consent to or approval
of any other  action on the same or any  subsequent  occasion.  If any action by
Tenant shall require  Landlord's  consent or approval,  Landlord's consent to or
approval of such action on any one occasion  shall not be deemed a consent to or
approval of said action on any  subsequent  occasion or a consent to or approval
of any other  action on the same or any  subsequent  occasion.  No  payments  by
Tenant or acceptance by Landlord,  or payments by Landlord accepted by Tenant of
a lesser amount than shall be due from each other shall be deemed to be anything
but  payment on account  and the  acceptance  by either  Landlord or Tenant of a
check for a lesser  amount with an  endorsement  or statement  thereon or upon a
letter  accompanying said check that said lesser amount is payment in full shall
not be deemed an accord and satisfaction, and Landlord or Tenant may accept said
check  without  prejudice to recover the balance due or pursue any other remedy.
Any and all rights and  remedies  which  Landlord  or Tenant may have under this
Lease or by operation of law, either at law or in equity, upon any breach, shall
be distinct,  separate and cumulative and shall not be deemed  inconsistent with
each other; and no one of them,  whether exercised by Landlord or Tenant or not,
shall be  deemed to be in  exclusion  of any  other;  and any two

                                       17

<PAGE>

or more of all rights and remedies may be exercised at the same time.

16.  LANDLORD'S TITLE, ETC.
     ---------------------

     16.1  Landlord  agrees that it is fully  authorized  and empowered to make,
execute and deliver  this Lease,  and that it is lawfully  seized of the Demised
Premises as shown on said plans and  specifications and that it owns the same in
fee simple absolute,  and that there are no liens or encumbrances thereon of any
kind whatsoever except those of record and leases with other tenants.

     16.2 Landlord  agrees that upon Tenant's paying the rent and performing and
observing the  agreements,  conditions,  and other  provisions on its part to be
performed  and observed,  Tenant shall and may peaceably and quietly have,  hold
and enjoy the Demised  Premises during the term of this Lease without any manner
of hindrance or molestation.

17.  BROKERAGE.
     ---------

     17.1 Tenant  warrants and represents to Landlord that Tenant has dealt with
no broker or third  person with  respect to this Lease or the Demised  Premises,
Tenant's  agent,  Colebrook  Realty,  which agent shall be paid by Tenant alone.
Tenant  covenants and agrees to indemnify  Landlord against any brokerage claims
by third  persons  claiming  to have dealt with  Tenant or to have  brought  the
Demised  Premises or Landlord to the  attention  of Tenant,  and in  furtherance
thereof,  at Landlord's  request,  to enter and defend,  in Landlord's  name and
behalf,  any action or proceeding  commenced  against  Landlord to establish any
such brokerage claim.  The  indemnification  hereunder shall include  Landlord's
reasonable  attorneys' fees in resisting any such brokerage  claim.

18.  SECTION OMITTED.
     ---------------

19.  LIMITATION ON LIABILITY.  Notwithstanding  any contrary intent expressed in
     -----------------------
this Lease, neither the Landlord or its partners, nor any beneficiary,  trustee,
officer,  or stockholder of any successor thereto shall be personally liable for
the  obligations of Landlord or for any damages  accruing  under this Lease,  it
being further agreed that, only the Landlord's  interest in Landlord's  Property
and the real and personal property thereon shall be subject to the claims of the
Tenant.

20.  DEFINITIONS AND INTERPRETATIONS.
     -------------------------------

     20.1 The words "Landlord" and "Tenant" and the pronouns  referring thereto,
as used in this Lease,  shall mean,  where the context  requires or admits,  the
persons or company  named  herein as Landlord and as Tenant,  respectively,  and
their  respective  heirs,   legal   representatives,   successors  and  assigns,
irrespective of whether singular or plural,  masculine,  feminine or neuter. The
word  "Landlord"  as used  herein,  means  only the owner for

                                       18

<PAGE>

the time being of  Landlord's  interest in this Lease,  that is, in the event of
any transfer of Landlord's  interest in this Lease the transferor shall cease to
be liable,  and shall be released  from all  liability  for the  performance  or
observance  of any  agreements  or  conditions  on the  part of  Landlord  to be
performed  or  observed  subsequent  to the  time of  said  transfer,  it  being
understood and agreed that from and after said transfer the transferee  shall be
liable for the performance and observance of said agreements and conditions.

     20.2 For the  purposes  of this  Lease,  a business  organization  shall be
deemed to be affiliated with Tenant (l) if such business  organization  controls
Tenant either directly by ownership of a majority of its voting stock or of such
minority thereof as to give it substantial  control of Tenant,  or indirectly by
ownership of such a majority or minority of the voting stock of another business
organization  so controlling  Tenant,  (2) if said business  organization  is so
controlled by another business organization so controlling Tenant.

     20.3 It is agreed that if any  provisions of this Lease shall be determined
to be void by any court of competent  jurisdiction then such determination shall
not affect any other  provisions  of this Lease,  all of which other  provisions
shall  remain in full force and effect;  and it is the  intention of the parties
hereto that if any provision of this Lease is capable of two constructions,  one
of which would render the provision void and the other of which would render the
provision  valid,  then the  provision  shall have the meaning  which renders it
valid.

     20.4 This Lease contains the entire and only agreement between the parties,
and no oral statements or  representations or prior written matter not contained
in this  Lease  shall  not have any force or  effect.  This  Lease  shall not be
modified in any way except by a writing subscribed by both parties.

     20.5 If Tenant shall accept possession of the Demised Premises prior to the
Commencement  Date,  Tenant shall be subject to all the provisions of this Lease
during the period between the acceptance of said possession and the Commencement
Date as if said period were part of the term of this Lease.

     20.6  Wherever in this Lease  provision is made for the doing of any act by
any  person  it is  understood  and  agreed  that said act shall be done by such
person at its own cost and expense unless a contrary intent is expressed.

21.  TENANT'S REPRESENTATIONS AND WARRANTIES.
     ---------------------------------------

     21.1  Tenant   represents  that  it  is  a  duly  organized   Massachusetts
corporation  qualified to conduct business in the Commonwealth of Massachusetts,
in good  standing and that the execution and delivery of the Lease has been duly
authorized by all necessary corporate action.

                                       19

<PAGE>

22.  NOTICES.
     -------

     22.1 All notices and other communications  authorized or required hereunder
shall be in writing and shall be given  either by mailing the same by  certified
or registered mail,  return receipt  requested  postage prepaid,  or by personal
delivery of the same or by recognized  overnight  delivery service.  If given to
Tenant by mail the same shall be mailed to Tenant at 20  Industrial  Drive East,
P.O. Box 109, South Deerfield,  MA 01373-0109 or to such other person or at such
other  address as Tenant may hereafter  designate by notice to Landlord;  and if
given to Landlord,  by mail,  the same shall be mailed to Landlord at 630 Silver
Street,  Unit 3C, P.O.  Box 528,  Agawam,  Massachusetts  01001 or to such other
person or at such other address as Landlord may hereafter designate by notice to
Tenant.  If given by  personal  delivery  the same shall be  delivered,  if to a
corporation,  to any officer of the  corporation,  if to an  individual,  to the
individual  or if  to an  unincorporated  association,  to  any  member  of  the
association.

23.  SECTION OMITTED.
     ---------------

24.  UNFORESEEN DELAY.
     ----------------

     24.1 The  provisions of this  paragraph  shall be applicable if there shall
occur, during the term hereof, or any renewal or extension thereof,  any strike,
lockout, or labor dispute;  inability to obtain labor or materials or reasonable
substitutes  therefor;  inability or difficulty in obtaining fuel,  electricity,
services or supplies from the sources from which they are normally obtained;  or
act of God, governmental  restriction,  regulation, or control, enemy or hostile
governmental action, civil commotion,  insurrection,  revolution,  sabotage,  or
fire or other  casualty or any other  condition or cause  beyond the  reasonable
control of the  Landlord.  If the Landlord  shall,  as the result of such event,
fail punctually to perform any obligation  required herein, then such obligation
shall be  punctually  performed  as soon as  practicable  after such event shall
abate.  If the Landlord  shall, as a result of such event, be unable to exercise
any right or option within any time limit provided  therefor in this Lease, such
time limit shall be deemed  extended  for a period equal to the duration of such
event.

25.  PARAGRAPH TITLE.
     ---------------

     25.1 The paragraph titles used as headings for the various articles of this
Lease are used only as a matter of convenience for reference,  and are not to be
considered a part of this Lease or to be used in  determining  the intent of the
parties to this Lease.


                                       20


<PAGE>

                                   SIGNATURES
                                   ----------


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


                                    LANDLORD:
                                    O'LEARY-VINCUNAS LLC



___________________________         By:   /s/Raymond M. Vincunas
                                          ----------------------
Witness                                   Raymond M. Vincunas,
                                            Class A Manager


/s/Marie F. O'Leary                 By:   /s/Edward J. O'Leary
-------------------                       --------------------
Witness                                   Edward J. O'Leary,
                                            Class B Manager



                                    TENANT:
                                    TELAXIS COMMUNICATIONS CORPORATION


/s/David L. Renauld                 By:         /s/Dennis C. Stempel
-------------------                             --------------------
Witness                                 Name:   Dennis C. Stempel
                                        Title:    Vice President & CFO



                                       21

<PAGE>


                                    EXHIBIT A
                                    ---------


                     LEASE BETWEEN O'LEARY-VINCUNAS LLC AND

                       TELAXIS COMMUNICATIONS CORPORATION


     The land situated in South Deerfield,  Franklin County, Massachusetts shown
as Lots 8 and 9 on a certain plan titled "Deerfield  Industrial Park Disposition
Parcels and Easements"  recorded in Franklin County Registry of Deeds in Book of
Plans 57, Page 93.