EXHIBIT 10.22

LEASE

Article I

1.1 COVER PAGE:

Parties:
	Landlord (Lessor)
	220 Bear Hill Road Realty Trust

	Tenant (Lessee)
	CTC Communications Corp.
	360 Second Avenue
	Waltham, MA 02451

	State of Incorporation:		Massachusetts
	Date of Incorporation:		6/3/81
	Federal ID Number:		04-2731202

	Address for Notice & Payments
	Lessor:
	Vincent A. Messina, Trustee
	P.O. Box 89
	Wolfeboro, NH 03894

	Lessee:
	Same as above
	Attention:			Michael Donnellan
					Vice President Operations

	Commencement Date for Lessee
		To Start Lessee's Buildout:	August 24, 1998

Lessee will have access to rear space on August 10, 1998, and 
remaining space on August 24, 1998.

	Term:  Commencement Date for 
	Rent Commencement:	October 1, 1998

	Expiration Date:	September 30, 2004

Building and Leased Premises
	Building:			220 Bear Hill Road
	Premises:			Building and Land
	Building Address:		220 Bear Hill Road
	City, State and Zip Code: Waltham, MA 0245
	Size of Space Leased:	Approximately 27,884 Square Feet
	Security Deposit:		$75,000
	Use of Premises:		Office, Warehouse & Related Uses

	Rent:				Annually			Monthly
	Adjusted Net Base Rent	$304,166.66		$25,347.23

	Plus:
	Operating Expense
		Contribution		   7,500.00		    625.00
	Real Estate Tax 
		Contribution		  57,354.15		  4,779.50
__________________________________________________________
	TOTAL ANNUAL PAYMENT	$369,020.81	
TOTAL MONTHLY PAYMENT	$30,751.70
Rental Due Date:	Rent is due in advance of the first day of each 
month.
	Late Payment
Charge & Interest:	The Lessee will pay a late charge equal to 
five (5) percent of any payment not received 
by the Lessor within ten(10) days of the due 
date thereof.

Interest on any delinquencies will be charged 
at the rate of one and one-half (1-1/2)percent 
per month.

	Pro Ratio Percentages:
		Approximate Square Feet of Building:		27,884
		Approximate Square Feet of Premises Leased:	27,884
		Pro-Rate Percentage attributable to Premises:
100% Operating and Other Expenses	100% Taxes & Assessments
	Base Year Calculation:
The Lessee will be responsible for the above percentages in 
Operating cost, and Real Estate Tax and assessments.
	Insurance Requirements:
Lessee will carry Liability Insurance in the amount of 
$1,000,000-$5,000,000 and Property Damage in the amount of 
$1,000,000.  Lessor will be named as additional insured.
1.2 EXHIBITS:
These are incorporated as part of this Lease:
			EXHIBIT A:  Description of Area Leased
EXHIBIT B:  Additional Terms Between Lessor Lessee
			EXHIBIT C:  Option to Renew
Executed as a sealed instrument in two or more counterparts on the day and 
year first above written.
These Cover Pages: 1,2 and 3.
Landlord: (Lessor)
_____________________________
Vincent A. Messina, Trustee
220 Bear Hill Road Realty Trust

Tenant: (Lessee)
_____________________________
CTC Communications Corp
Steve Milton - President 
Chief Operating Officer
Date of Lease Execution:		July 28, 1998

TABLE OF ARTICLES AND SECTIONS

I.	REFERENCE DATA						PAGE
	1.1	Cover Pages						1,2,3
	1.2	Exhibits						At End
	1.3	Table of Articles & Sections			4,5,6
II. PREMISES, TERM & RENT
2.1	The Premises					8
	2.2	Rights to Use Common Facilities		8
	2.3	Lessor's Reservations				8
	2.4	Habendum						9
2.5 Rent, When Due; Where Paid; Late
Payments						9,10
2.6 Adjustment to Rent, Real Property
Taxes, Assessments				10,11
2.7 Adjustments to Rents, Operating Cost
Increases						11,12,13
	2.8	Definition of Lot			`		13,14
	2.9	Due Date of Additional Rent Payments	14
	2.10	Change of Accounting Periods			14
	2.11	Unlawful Charges					14
III. CONSTRUCTION
3.1 Plans and Specifications for the 
Building and for Lessee's Space		15
	3.2	Preparation of Premises for Occupancy	15
	3.3	Alterations and Additions			15,16
3.4 General Provisions Applicable to 
Construction					17
IV. LESSOR'S COVENANTS:  INTERRUPTIONS AND DELAYS
4.1	Lessor's Covenants				18
4.2 Interruptions and Delays in Services
and Repairs, etc.					18
V. LESSEE'S COVENANTS
5.1	Payments						19
	5.2	Repair and Yield Up				19
	5.3	Use							19,20
5.4 Obstructions, Items Visible from
Exterior, Rules and Regulations		20
	5.5	Safety Appliance; Licenses			20
	5.6	Assignment, Sublease				20,21,22,23
	5.7	Indemnity						23
	5.8	Right of Entry					23
5.9 Floor Load, Prevention of Vibrations
and Noise						23,24
	5.10	Personal Property Taxes				24
	5.11	Payment of Litigation Expenses		24
	5.12	Insurance of Lessee's Property		24,25
	5.13	HVAC Maintenance					25
VI. CASUALTY AND TAKING
6.1 Termination of Restoration; Rent
Adjustment						26,27
	6.2	Eminent Domain Damages Reserved		27
	6.3	Temporary Taking					27
VII. DEFAULT
7.1	Events of Default					28,29
	7.2	Damages						29,30
VIII.MISCELLANEOUS
8.1 Titles of Articles, Recording; Consent;
Notice; Binding Effect				31
8.2 Notice of Lease; Consent or Approval
Notices; Bind & Insure; Trust Estate	31,32
8.3 Lessor's Failure to Enforce or 
Cancellation					32
	8.4	Acceptance of Partial Payments of Rent	32
	8.5	Cumulative Remedies				33
	8.6	Partial Invalidity				33
	8.7	License for Support				33
	8.8	Self Help						33,34
	8.9	Lessee's Estoppel Certificate			34
	8.10	Waiver of Subrogation				34
	8.11	Governing Law					35
	8.12	Brokerage						35
	8.13	Assignment of Rent				35
IX.	SUBORDINATION
9.1 Lease Subordinate to Mortgage 
Indebtedness					36
	9.2	Implementation of Article IX			36
	ARBITRATION
10.1 Method of Appointment of Arbiters;
Award; Costs					37,38
XI. SECURITY DEPOSIT
11.1	Amount, Application				39
XII. LESSOR'S LIENS
12.1	Leins for Lessor					40
Exhibit A								41
Exhibit B								42,43
Exhibit C								44,45


ARTICLE II
PREMISES, TERM AND RENT

2.1 The Premises.
The Lessor (designated in Section 1.1 of Article I) hereby leases to 
Lessee and Lessee hereby hires from Lessor, Lessee's Space 
(identified in Article I) in the building excluding the common 
stairways, stairwells, elevators and elevator wells, if included 
in building, the exterior faces of the exterior wells, and the 
pipes, ducts, conduits, wires and appurtenant fixtures serving 
exclusively or in common other parts of the building.  Lessee's 
Space with such exclusions is hereinafter referred to as "the 
Premises".

2.2 Rights to Use Common Facilities, if any.
Lessee shall have, as appurtenant to the Premises, rights to use in 
common with other tenants and occupants of the Building, subject 
to reasonable rules of general applicability to Lessees of the 
building, from time to time made by Lessor of which Lessee is 
given notice:

(a) The common lobbies, hallways, stairways and elevators 
of the building, and the pipes, ducts, conduits, 
wires and appurtenant equipment serving the Premises 
in common with others,
(b) Walkways and driveways necessary for access to the 
Building, and 
(c) The common toilets and other common facilities in the 
central core of such floor.

2.3 Lessor's Reservations.
Lessor reserves the right from time to time, without unreasonable 
interference with Lessee's use:
(a) To expand the building, construct other buildings on 
the lot, or to rent part of the lot, to install, use, 
maintain, repair, replace and relocate for service to 
the Premises and other parts of the building, of 
either pipes, ducts, conduits, wires and appurtenant 
fixtures wherever located in the Premises or 
building, and
(b) To alter or relocate any other common facility, 
provided that substitutions are substantially 
equivalent or better.
Installations, replacements and relocation's referred to 
in clause (a) above shall be located so far as 
practicable in the core area above ceiling surfaces, 
below floor surfaces or within perimeter walls of the 
premises.
2.4 Habendum.
Lessee shall have and hold the Premises for a period commencing on 
the commencement date set forth in Article I, Section 1.1 and 
shall continue for the lease term unless sooner terminated as 
provided in Section 6.1 of Article VI.

2.5 Rent; When Due: Where Paid.
All monies payable by Lessee to Lessor under this Lease shall be 
deemed to be rent and shall be payable and recoverable as rent in 
the manner herein provided and Lessor shall have all rights 
against Lessee for default in any such payment.  Rent shall be 
paid to Lessor in advance, on the first day of each calendar 
month, during the entire term of this Lease, without deduction or 
set-off, in legal tender of the jurisdiction in which the Building 
is located at the address of Lessor as set forth, or to such other 
person or to such other address as Lessor may designate in 
writing.  Lessee's obligation to pay all rent due under this Lease 
shall survive the expiration or earlier termination of this Lease. 
 Should this Lease commence on a day other than the first day of 
the month or terminate on a day other than the last day of the 
month, the rent for such partial month shall be pro-rated based on 
a 365-day year.

The payment of rent will commence on the rent commencement date of 
this lease, which is October 1, 1998.

A. Base Rent
Lessee agrees to pay Lessor the Rent as set forth on the 
Cover Pages of this Lease.  The total Base Rent will never 
be lower than the amount shown on the Cover Pages of this 
Lease.
(1) Adjusted Net Base Rent for purposes of this 
lease.  The base rent is $312,500 annually.
(ii) The Lessor has given the Lessee and annual 
allowance of $8,333.33 (50,000/6=8,333.333) per 
year for repairs and improvements the Lessee 
will perform at Lessee's expense.  (See Exhibit 
B)
(iii) The adjusted Net Base Rent annually is 
$304,166.67
B. Interest Rate on Delinquencies.
If Lessee shall fail to pay any rent when due, such unpaid 
amounts shall bear interest at the rate set forth on the 
Cover Pages of this Lease.

C. Late Payment Charge.
If Lessee shall fail to pay rent when due, Lessee shall pay 
to Lessor, in addition to the interest provided for in 
Section 2.5 B, a late payment charge for each occurrence 
of an amount as set forth on the Cover Pages of this 
Lease.

2.6 Adjustments to Rent; Real Property Taxes, Assessments.

Lessee shall pay its pro-rata share of all Real Property Taxes and 
Assessments levied and assessed upon the Building and the Land 
upon which the Building is situated monthly.  The real estate tax 
bill for the fiscal year ended June 30, 1998 is $57,354.15.

	(a)	Real Property Tax Contests

Lessor shall use its best efforts to keep the assessed value 
of the real property of which the Premises are a part at 
the lowest possible level and shall, if Lessor deems 
necessary, employ attorneys, accountants, appraisers and 
consultants for such purpose.

Lessee agrees to pay its pro-rata share of all amounts paid 
by Lessor to such persons; however, Lessee's pro-rata 
share shall not exceed the amount Lessee's pro-rata share 
of the increase in Real Property Taxes would have been if 
the assessed value had not been contested.

(b) Adjustments to Rent; Real Property Taxes Caused by Lessee 
Improvements.

In the event that an increase in Real Property Taxes is 
caused by the Lessee's improvements made to the Premises, 
Lessee shall pay the increase attributable to such 
improvements.

	(c)	Adjustments to Rent; Rental Tax

Lessee shall pay any excise, transaction, sales, business or 
privilege tax (except income tax) attributed to or 
measured by rental which is now or subsequently imposed 
upon Lessor by any government or unit thereof.

(c) Adjustment to Estimated Tax Payment for Actual Tax.

Within 90 days of receipt by Lessor of the actual tax bill 
for the current fiscal year during the term hereof, Lessor 
shall deliver to Lessee a written statement setting forth 
the actual cost for the fiscal tax year.  If such cost for 
any year is higher then the estimated payment made by 
Lessee monthly, Lessor shall bill Lessee for such 
difference.  Lessee shall pay the pro rata share of such 
excess within thirty (30) days after receipt of such 
statement.

If such amount is lower then the estimated amount, then 
Lessor shall credit or reimburse Lessee.

2.7 Adjustments to Rents; Operating Cost Increases and Other Expenses.

Lessee shall pay monthly as additional rent its pro-rata share of 
Lessor's total building operating costs, maintenance, and 
improvements.
	
(a) Definitions
BASE YEAR:	Calendar year during which this Lease commences.
		LEASE YEAR:	Calendar year commencing January 1 and ending 
December 31.

		(a-1)	OPERATING EXPENSES:
The Lessee shall pay the Lessor for all expenses 
for water, sewer, and insurance.  These expenses 
are estimated at $7,500 per year for the 
calendar year 1998.  The Lessee will pay $625 
per month during 1998.
				
All Expenses and improvements paid or incurred by 
Lessor for maintaining, operating and repairing 
the building, the Land, and the personal 
property used in conjunction therewith, which in 
accordance with generally accepted accounting 
and management principals would be considered an 
expense of maintaining, operating or repairing 
the building.

		(a-2)	All Other Expenses, Improvements, Repairs 
				and Costs to be Paid Directly by Lessee:

The Lessee is completely responsible for all 
operating expenses, replacement cost of all 
equipment, utilities servicing the Lessee's 
space, such as but not limited to electricity, 
heat, cleaning of its space, washing of windows, 
all maintenance, improvements, and repairs to 
Lessee's space, HVAC units, roof, and any and 
all other expenses or costs incurred for the use 
of Lessee's space and the lot.  The Lessee will 
pay for these expenses directly to the 
suppliers.

The space is being leased to the Lessee as is in 
its present condition.  All costs are Lessee's 
responsibility at the commencement of this 
lease, during the lease, and during any option 
of this lease, except for the allowance given 
Lessee in Exhibit B.

The intent of paragraph (a.1) and (a.2) in this 
lease is that this lease is a triple net lease.

		ACTUAL COSTS:		The actual expenses paid or incurred by 
Lessor for operating expenses during any Lease 
Year of the term hereof.

		ESTIMATED COSTS:	Lessor's estimate of actual Costs for the 
following lease year.

		BASE AMOUNT:		The Actual Cost for the Base Year.

(b) Adjustment for Estimated Costs
Lessor shall furnish Lessee a written statement setting 
forth the estimated Costs for such Lease Year, and a 
statement showing one twelfth (1/12) of the amount, 
by which the Estimated Costs exceed the Actual Costs 
for the Base Year.  Lessee shall pay its pro rata 
share of such increase monthly.

(c) Actual Cost
Within 90 days after the close of each Lease Year during 
the term hereof, Lessor shall deliver to Lessee a 
written statement setting forth the Actual Costs 
during the preceding Lease Year.  If such costs for 
any Lease Year exceed the Estimated Costs paid by the 
Lessee to Lessor for such Lease Year, Lessee shall 
pay its pro rata share of such excess within thirty 
(30) days after receipt of such statement.

(d) Adjustments to Rent; Variable Interest Rate on 
		Encumbrance

This Paragraph Intentionally Deleted From This Lease.

(e) Adjustments to Rent-Consumer Price Index

This Paragraph Intentionally Deleted From This Lease.


2.8 The Lot.

The "Lot" means all, and also any parts of the land described in 
Exhibit A plus any addition thereto resulting from the change of 
any abutting street line.  The Lessee shall have a right to park 
in the common parking area of this lot as designated by the 
Lessor.  the Lessor has the right to sub divide the lot and or add 
to the building.

The Lessee is allotted four (4) parking spaces per One Thousand 
(1000) square feet, for a total of 112 parking spaces.

The Lessor retains the right to sub divide the lot, expand the 
building, lease or rent our part of the lot as long as it provides 
the 112 parking spaces to the Lessee.

If Lessee shall add additional space to the building by means of 
adding to the mezzanine or by any other way, Lessor shall receive 
rent per square foot times the added space at a rate to be 
determined by agreement between Lessor and Lessee, taking into 
consideration the capital expenditure incurred by Lessee, and the 
fair market rent at the time of expansion.

2.9. Due Date of Additional Rent Payment.

Except as otherwise specifically provided herein, any sum, amount, 
item or charge designated or considered as additional rent in this 
Lease shall be paid by Lessee to Lessor on the first day of the 
month following the date on which Lessor notifies Lessee of the 
amount payable or on the tenth (10) day after the giving of such 
notice, whichever shall be later.  Any such notice shall specify 
in reasonable detail the basis of such additional rent.

2.10	Change of Accounting Periods.

Lessor shall have the right from time to time to change the periods 
of accounting under Sections 2.6 & 2.7 above, or either of them, 
to any other annual period than a calendar year, and upon any such 
change, all items referred to in said Sections 2.6 and 2.7 shall 
be appropriately apportioned.  In all statements rendered under 
Sections 2.6 & 2.7, amounts for periods partially within and 
partially without the accounting periods shall be appropriately 
apportioned, and any items which are not determinable at the time 
of a statement shall be included therein on the basis of Lessor's 
estimate and with respect thereto Lessor shall render promptly 
after determination a supplemental statement and appropriate 
adjustment shall be made according thereto.  All statements shall 
be prepared on an accrual basis of accounting.

2.11 Unlawful Charges.

If any charges imposed in this lease are found to be unlawful, then 
those charges will be automatically reduced to the maximum allowed 
charge and the difference refunded.

ARTICLE III
CONSTRUCTION

3.1 Plans and Specifications for the Building and for Lessee's Space.

Lessor agrees that the improvements to the Building will be 
constructed in accordance with plans and specifications prepared 
by Lessee's Architect, at Lessee's expense.

3.2 Preparation of Premises for Occupancy.

Lessor agrees to use due diligence to have Premises ready for Lessee 
to start its improvements on or before the Scheduled Term 
Commencement Date For Lessee to Start Lessee's Build Out.  In case 
of delays due to governmental regulations, unusual scarcity of or 
inability to obtain labor or materials, labor difficulties, 
casualty or other causes reasonably beyond Lessor's control, the 
Scheduled Term Commencement Date For Lessee to Start Lessee's 
Build Out shall be extended for the period of such delays.  If the 
Premises are not ready for Lessee to start its build out on or 
before the Scheduled Term Commencement Date For Lessee to Start 
Lessee's Build Out as it may be extended as aforesaid, Lessee 
shall have the right to terminate this Lease within thirty (30) 
days thereafter.  Upon the giving of such notice of termination, 
there shall be no further liability or obligation upon either 
party hereto.  Such right of termination shall be the sole and 
exclusive remedy, either at law or in equity, available to Lessee 
in the event of Lessor's failure to turn over the space.

3.3 Alterations and Additions.

This Section 3.3 shall apply before and during the Lease Term.  
Lessee shall not make alterations or additions to Lessee's Space 
except in accordance with plans and specifications therefor first 
approved by Lessor.  Lessor shall not be deemed unreasonable for 
withholding approval of any alterations or additions which will

(a) delay completion of the Premises or Buildings,

(b) require unusual expense to readapt the Premises to normal 
office use on Lease termination or increase the cost of 
construction or of insurance or taxes on the Buildings or 
of Lessor's services called for by Section 4.1 unless 
Lessee first gives assurances acceptable to Lessor for 
payment of such termination without expense to Lessor.  
All alterations and additions shall be part of the 
Buildings unless and until Lessor shall specify the same 
for removal pursuant to Section 5.2.  All of Lessee's 
alterations and additions and installation of furnishings 
shall be coordinated with any work being performed by 
Lessor and in  such manner as to maintain harmonious labor 
relations and not to damage the Buildings or lot or 
interfere with Building operation and, except for 
installation of furnishings, shall be performed by 
Lessor's general contractor or by contractors or workmen 
first approved by Lessor.  Except for work by Lessor's 
general contractor, Lessee before its work is started 
shall: Secure all licenses and permits necessary therefor; 
deliver to Lessor a statement of the names of all its 
contractors and subcontractors and the estimated cost of 
all labor and material to be furnished by them and 
releases of all lien claims therefor; obtain from each 
contractor covenants running to Lessor and Lessee not to 
record or file for registration any notice of its 
contract; and cause each contractor to carry workmen's 
compensation insurance in statutory amounts covering all 
the contractors and subcontractors employees and 
comprehensive public liability insurance with such limits 
as Lessor may reasonably require, but in no event less 
than $1,000,000-$5,000,000, and property damage insurance 
with limits of not less than $1,000,000 (all such 
insurance to be written in companies approved by Lessor 
and insuring Lessor and Lessee as well as the 
contractors), and to deliver to Lessor certificates of all 
such insurance.  Lessee agrees to pay promptly when due 
the entire cost of any work done on the Premises by 
Lessee, its agents, employees, or independent contractors, 
and not to cause or permit any liens for labor or 
materials performed or furnished in connection therewith 
to attach to the premises and immediately to discharge any 
such liens which may so attach.

3.4 General Provisions Applicable to Construction.

All construction work done by Lessee, its agents, employees or 
independent contractors shall be done in a good and workmanlike 
manner and in compliance with all applicable laws and all lawful 
ordinances, regulations and orders of governmental authority and 
insurers of the Building.  Lessor may inspect such work at any 
time and shall promptly give notice to Lessee of any observed 
defects.

ARTICLE IV
LESSOR'S COVENANTS; INTERRUPTIONS AND DELAYS

4.1 Lessor's Covenants:

Lessor has the right to make this Lease and that Lessee on paying the 
rent and performing the obligations in this Lease shall peacefully 
and quietly have, hold and enjoy the Premises, subject to all of 
the terms and provisions hereof.

4.2 Interruptions and Delays in Services and Repairs, etc.

Lessor shall not be liable to Lessee except by an act of the Lessor, 
for any compensation or reduction of rent by reason of 
inconvenience or annoyance or for loss of business arising from 
the necessity of Lessor's entering the Premises for any of the 
purposes in this Lease authorized, or for repairing the Premises 
or any portion of the Building, however the necessity may occur. 
In case Lessor is prevented or delayed from making repairs, 
alterations or improvements, or furnishing any services or 
performing any other covenant or duty to be performed on Lessor's 
part, by reason of any cause set forth in Section 3.2 hereof as 
being reasonably beyond the Lessor's control, Lessor shall not be 
liable to Lessee therefor, nor, except as expressly otherwise 
provided in Section 6.1, shall Lessee be entitled to any abatement 
or reduction of rent by reason thereof, nor shall the same give 
rise to a claim in Lessee's favor that such failure constitutes 
actual or constructive, total or partial, eviction from the 
Premises.

Lessor reserves the right to stop any service or utility system, when 
necessary by reason of accident or emergency, or until necessary 
repairs have been completed provided, however, that in each 
instance of stoppage, Lessor shall exercise reasonable diligence 
to eliminate the cause thereof.  Except in case of emergency 
repairs Lessor will give Lessee reasonable advance notice of any 
contemplated stoppage and will use reasonable efforts to avoid 
unnecessary inconvenience to Lessee by reason thereof.

ARTICLE V
LESSEE'S COVENANTS

Lessee covenants during the Lease term and such further time as 
Lessee occupies any part of the Premises:

5.1 The Payments.

To pay when due all fixed rent and additional rent and all charges to 
Lessor and also all other expenses, repairs, and improvements to 
the Premises and lot directly as Lessee incurs them to whomever 
Lessee owes for such items.

5.2 Repair and Yield Up.

Except as otherwise provided in Article VI, to keep the Premises in 
good order, repair and condition, reasonable wear and tear only 
excepted, and all glass in windows and doors of the Premises whole 
and in good condition with glass of the same quality as that 
injured or broken, damaged by fire or other casualty not caused by 
Lessee's negligence or willful misconduct only excepted, and at 
the expiration or termination of the Lease peaceably to yield up 
the Premises and all alterations and additions thereto in good 
order, repair and condition, reasonable wear and tear expected, 
first removing all goods and effects of Lessee and, to the extent 
specified by Lessor by notice to Lessee given at least ten (10) 
days before such expiration or termination, all alterations and 
additions made by Lessee, and repairing any damage caused by such 
removal and restoring the Premises and leaving them clean and 
neat.

5.3 The Use.

Continuously from the commencement of the Lease term to use and 
occupy the Premises for the Permitted Uses, and not to injure or 
deface the Premises, Buildings or Lot, not to permit in the 
Premises any auction sale, vending machine, or inflammable fluids 
or chemicals, or nuisance, or the emission from the Premises of 
any objectionable noise or odor, or any cooking or sleeping, nor 
to use or devote or permit the use of the Premises or any part 
thereof for any purpose other than the Permitted Uses, not to 
permit any use thereof which is improper, offensive, contrary to 
law or ordinance or liable to invalidate or increase the premiums 
for any insurance on the Building or its contents or liable to 
render necessary any alteration or addition to the Buildings.

5.4 Obstructions, Items Visible from Exterior; Rules and Regulations.

Nor to obstruct in any manner any portions of the Building not hereby 
leased or any portion thereof or of the Lot used by Lessee in 
common with others; not to permit the painting or placing of any 
signs or the placing of any curtains, blinds, shades, awnings, 
aerials or flagpoles, or the like, visible from outside the 
Premises without the prior approval of Lessor not to be 
unreasonably withheld; and to comply with all reasonable Rules and 
Regulations now or hereafter made by Lessor, of which Lessee has 
been given notice for the case and use of the Buildings, Lot and 
their facilities and approaches, Lessor shall not be liable for 
the failure of other Lessee's of the Building to conform to such 
Rules and Regulations;

5.5 Safety Appliance; Licenses.

To keep the Premises equipped with all safety appliances required by 
law or ordinance or any other regulation of any public authority 
because of any use made by Lessee other than normal office use, 
and to procure all other licenses and permits so required because 
of such use, and if requested by Lessor, to do any work so 
required because of such use, it being understood that the 
foregoing provisions shall not be construed to broaden in any way 
Lessee's Permitted Uses;

5.6 Assignment; Sublease.

Not without prior written consent of Lessor, which will not be 
unreasonably withheld, to assign, mortgage, pledge or otherwise 
transfer this Lease or to make any sublease, or permit occupancy 
of the Premises or any part thereof by anyone other than the 
Lessee; in connection with any request by Lessee for such consent 
to assignment or subletting, to submit to Lessor in writing:

(i) the name of the proposed assignee or subtenant,

(ii) such information as to its financial responsibility  and 
standing as Lessor may reasonably require,

(iii) all of the terms and provisions upon which the proposed 
assignment or subletting is to be made and
	
(iv) an option executed by Lessee to Lessor as provided in 
the immediately following sentence of this Section 5.6, 
provided that the Lessee shall not be obligated to give 
such option if the proposed assignment or sublease is to 
be made to an Affiliate of Lessee.

Lessor shall have an option, except as aforesaid, to be 
exercised in writing within sixty (60) days after its 
receipt from Lessee of such request, information and 
option, to cancel and terminate this Lease, if the 
request is to assign the Lease or to sublet all of the 
Premises or, if the request is to sublet a portion of 
the Premises only, to cancel and terminate this Lease 
with respect to such portion, in each case as of the 
date set forth in Lessor's notice of exercise of such 
option, which shall be not less than fourteen (14) nor 
more than sixty (60) days following the giving of such 
notice; in the event Lessor shall exercise such option, 
Lessee shall surrender possession of the entire 
Premises, or the portion which is the subject of the 
option, as the case may be, on the date set forth in 
such notice in accordance with the provisions of this 
Lease relating to surrender of the Premises at the 
expiration of the Lease Term; if this Lease shall be 
canceled as to a portion of the Premises only, Annual 
Fixed Rent shall be abated proportionately according to 
the ration that the number of square feet in the portion 
of the space surrendered bears to the Rentable Floor 
Area of Lessee's Space, as additional rent, Lessee shall 
reimburse Lessor promptly for reasonable legal and other 
expenses incurred by Lessor in connection with any 
request by Lessee for consent to assignment or 
subletting.  In the event Lessor shall not exercise its 
option to cancel this Lease pursuant to the foregoing 
provisions, provided that the terms and provisions of 
such assignment or subletting shall specifically make 
applicable to the assignee or sublease all of the 
provisions of this Section 5.6 so that Lessor shall have 
against the assignee or sub-lessee all rights with 
respect to any further assignment and subletting which 
are set forth herein, no assignment or subletting shall 
affect the continuing primary liability to Lessee 
(which, following assignment, shall be joint and several 
with assignee); no consent to any of the foregoing in a 
specific instance shall operate as a waiver in any 
subsequent instance; and no assignment shall be binding 
upon Lessor or any of Lessor's mortgages, unless Lessee 
shall deliver to Lessor an instrument in recordable form 
which contains a covenant of assumption by the assignee 
running to Lessor and all persons claiming by, through 
or under Lessor, but the failure or refusal of the 
assignee to execute such instrument so assumption shall 
not release or discharge assignee from its liability as 
Lessee hereunder.  The term "Affiliate of Lessee" for 
purposes of this Section 5.6 shall mean

(i)	any corporation, partnership, trust, association 
or other business organization directly or 
indirectly (through other entities or otherwise) 
owning, controlling or holding, whether with or 
without power to vote, 30% or more of the entire 
beneficial interest in Lessee or any successor 
whether by merger, consolidation or acquisition 
of all of the assets of Lessee,

(ii) any corporation or trust with transferable 
shares, 30% or more of whose outstanding capitol 
stock or shares of beneficial interest of any 
class is directly or indirectly (through other 
entities or otherwise) own, controlled or held, 
whether with or without the power to vote, by 
Lessee or any successor whether by merger, 
consolidation or acquisition of all or 
substantially all of the assets of Lessee or any 
corporation affiliated with Lessee or such 
successor as defined in (i) above, and

(iii) any partnership, association or other business 
organization, 30% or more of the beneficial 
interest in which, whether with or without the 
power to vote, is directly or indirectly) 
through other entities or otherwise) owned, 
controlled or held by Lessee or such successor 
or any corporation affiliated with Lessee or 
such successor as defined in (i) above;

5.7 Indemnity.

To defend with counsel first approved by Lessor, save harmless, and 
indemnify Lessor from any liability for injury, loss, accident or 
damage to any person or property, and from any claims, actions, 
proceedings and expenses and costs in connection therewith 
(including without limitation reasonable counsel fees),

(i) arising from the omission, fault, willful act, 
negligence or other misconduct of Lessee or from any use 
made or thing done or occurring on the Premises not due 
to the omission, fault, willful act, negligence or other 
misconduct of Lessor, or

(ii) resulting from the failure of Lessee to perform and 
discharge its covenants and obligations under this 
Lease;

5.8 Right of Entry.

To permit Lessor and Lessor's agents and designees to examine the 
Premises at reasonable times and, if Lessor shall so elect, to 
make any repairs or replacements Lessor may deem necessary, to 
remove at Lessee's expense, any alterations, additions, signs, 
curtains, blinds, shades, awnings, aerials, flagpoles, or the like 
not consented to in writing by Lessor, and to show the Premises to 
prospective Lessees during the twelve (12) months preceding 
expiration of the Lease Term and to prospective purchasers and 
mortgagees at all reasonable times;

5.9 Floor Load; Prevention of Vibration and Noise.

Not to place a load upon the Premises exceeding the live load for 
which the floors have been designed; and not to move any safe, 
vault or other heavy equipment in, about or out of the Premises 
except in such manner and at such times as Lessor shall in each 
instance authorize; and to isolate and maintain all of Lessee's 
business machines and mechanical equipment, which cause or may 
cause airborne or structure-borne vibration or noise, whether or 
not it may be transmitted to any other leased space in the 
Building, in such manner acceptable to Lessor so as to eliminate 
such vibration or noise;

5.10 Personal Property Taxes.

To pay promptly when due all taxes which may be imposed upon personal 
property (including without limitation, fixtures and equipment) in 
the Premises to whomsoever assessed;

5.11 Payment of Litigation Expenses.

In case Lessor shall, without any fault on its part, be made party to 
any litigation commenced by or against Lessee or by or against any 
party or parties in possession of the Premises or any part thereof 
claiming under Lessee, to pay, as additional rent, all cost, 
including without limitation, reasonable counsel fees incurred by 
or imposed upon Lessor in connection with such litigation, and, as 
additional rent, also to pay all such costs and fees incurred by 
Lessor in connection with the successful enforcement by Lessor of 
any obligations of Lessee under this Lease;

5.12 Insurance of Lessee's Property.

To procure, keep in force and pay for comprehensive public liability 
insurance indemnifying Lessor and Lessee against all claims and 
demands for injury to or death of persons or damage to property 
which may be claimed to have occurred upon the Premises in the 
amounts which shall, at the time Lessee and/or its agents or 
contractors enter the Premises in accordance with Article III of 
this Lease, be not less than One Million Dollars ($1,000,000) for 
property damage, and Five Million Dollars($5,000,000) for injury 
or death of more than one person in a single accident, and from 
time to time thereafter shall not be less than such higher amounts 
if procurable, as may be reasonably required by Lessor and are 
customarily carried by responsible office lessees in the 
Metropolitan Boston Area.  Such insurance shall be effected with 
insurers authorized to do business in Massachusetts as stock or 
mutual companies having a minimum combined Capital and Surplus of 
$1,000,000 under valid and enforceable Policies.

Such policies shall name Lessor and Lessee as the insured as their 
respective interests may appear and certificates of all such 
insurance shall be delivered to Lessor.  Such insurance shall 
provide that it shall not be canceled without at least ten (10) 
days prior written notice to each insured named therein.  On or 
before the time Lessee and/or its contractors enter the Premises 
in accordance with Article III of the Lease and thereafter not 
less than fifteen (15) days prior to the expiration date of each 
expiring policy, original copies of the policies provided for 
herein issued by the respective insurers or certificates of such 
policies setting forth in full the provisions thereof and issued 
by such insurers shall be delivered by Lessee to Lessor and 
certificates as aforesaid of such policies shall, upon request of 
Lessor, be delivered by Lessee to the holder of any mortgage 
affecting the Premises.

In addition to and not in limitation of the foregoing, Lessee 
covenants and agrees that all merchandise, furniture, fixtures and 
property of every kind, nature and  description of Lessee or 
Lessee's employees, agents, contractors, invitees, visitors or 
guests which may be in or upon the Premises or Buildings, in the 
public corridors, or on the sidewalks areaways and approaches 
adjacent thereto, during the term hereof, shall be at the sole 
risk and hazard of Lessee, and that if the whole or any part 
thereof shall be damaged, destroyed, or stolen or removed by 
reason of any cause or reason whatsoever, other than the 
negligence or willful default of Lessor, no part of said damage or 
less shall be charged to or borne by Lessor.

5.13 HVAC Maintenance.

Lessee will be responsible for maintaining all HVAC units and 
annually provide Lessor with a copy of a preventive maintenance 
agreement for each unit, from an authorized service company, that 
is acceptable to Lessor.

ARTICLE VI
CASUALTY AND TAKING

6.1 Termination of Restoration; Rent Adjustment.

In case during the Lease Term all or any substantial part of the 
Premises or the Buildings or the Lot are damaged materially by 
fire, force majeure, civil commotion, war, or other casualty or by 
action or public or other authority or a consequence thereof, or 
are taken by eminent domain or Lessor receives compensable damage 
by reason of anything lawfully done in pursuance of public or 
other authority, this Lease shall terminate at Lessor's election, 
which may be made notwithstanding Lessor's entire interest may 
have been divested, by notice given to Lessee within forty five 
(45) days after the election to terminate arises specifying the 
effective date of termination.  In case of such taking of part of 
the Premises, if the remainder is insufficient for use for 
Lessee's purposes, and the Lessor receives with the notice 
hereinafter referred to a certificate to the effect signed by 
Lessee, or in case of such damage or taking if the time needed to 
do the construction work necessary to put the Premises or such 
remainder in proper condition for use and occupation is reasonably 
estimated by Lessor to exceed six (6) months, Lessee may terminate 
this Lease by notice given to Lessor within sixty (60) days after 
the right to terminate arises specifying the effective date of 
termination.  In case of such damage or taking, Lessor shall 
notify Lessee within thirty (30) days after the occurrence thereof 
if Lessor's estimate of the time needed to do the construction 
work necessary to put the Premises or such remainder in proper 
condition for use and occupancy.  The effective date of 
termination specified by either Lessor or Lessee shall not be less 
than fifteen (15) nor more than thirty (30) days after the date of 
notice of such termination.  If in any such case the Premises are 
rendered unfit for use and occupancy and the Lease is not so 
terminated, Lessor shall use due diligence (following the 
expiration of all periods in which either party may terminate this 
Lease pursuant to the foregoing provisions of this Section 6.1) to 
put the Premises, or in case of taking what may remain thereof 
(excluding any terms installed or paid for by Lessee which Lessee 
may be required to remove pursuant to Section 5.2), into proper 
condition for use and occupancy and a just proportion of the fixed 
rent and additional rent according to the nature and extent of the 
injury shall be abated until the Premises or such remainder shall 
have been put by Lessor in such condition; and in case of taking 
which permanently reduces the area of the premises, a just 
proportion of the fixed rent and additional rent shall be abated 
for the remainder of the Lease Term.

6.2 Eminent Domain Damages Reserved.

Lessor reserves to itself any and all rights to receive awards made 
for damages to the Premises, the Buildings and Lot and the 
leasehold hereby created, or any one or more of them, accruing by 
reason of exercise of eminent domain or by reason of anything 
lawfully done in pursuance of public or other authority.  Lessee 
hereby releases and assigns to Lessor all Lessee's rights to such 
awards, and covenants to deliver such further assignments and 
assurances thereof as Lessor may from time to time request, hereby 
irrevocably designating and appointing Lessor as its attorney-in-
fact to execute and deliver in Lessee's name and behalf all such 
further assignments thereof.

6.3. Temporary Taking.

In the event of any taking of the Premises or any part thereof for 
temporary use, 

(i) this Lease shall be and remain unaffected thereby, and
(ii) Lessee shall be entitled to receive for itself such 
portion or portions of any award made for such use with 
respect to the period of the taking which is within the 
Lease Term, provided that if such taking shall remain in 
force at the expiration of earlier termination of this 
Lease, Lessee shall then pay to Lessor a sum equal to 
the reasonable cost of performing Lessee's obligations 
under Section 5.2 with respect to surrender of the 
Premises and upon such payment shall be excused from 
such obligations.

ARTICLE VII
DEFAULT

7.1 Events of Default.

This Lease is made upon this condition, that if the Lessee shall 
neglect or fail to perform any one or more of its covenants 
contained herein and any such neglect or failure continues after 
notice, in case of fixed rent or additional rent for more than ten 
(10) days, or in any other case for more than thirty (30) days and 
such additional time, if any, as is reasonably necessary to cure 
the default if the default is of such a nature that it cannot 
reasonably be cured in said thirty (30) days; or if Lessee or any 
guarantor of any of Lessee's obligations under this Lease makes 
any assignment for the benefit of creditors, commits any act of 
bankruptcy or files a petition under any bankruptcy or insolvency 
law; or if such a petition filed against Lessee or such guarantor 
is not dismissed within ninety (90) days; or if a receiver or 
similar officer becomes entitled to Lessee's leasehold hereunder 
and it is not returned to Lessee within ninety (90) days; or if 
such leasehold is taken on execution or other process of law in 
any action against Lessee, then in any case, whether or not the 
Lease Term shall have begun, Lessor may immediately, or at any 
time while such default exists and without further notice, 
terminate this Lease by notice to Lessee, specifying a date not 
less than (10) days after the giving of such notice on which this 
Lease shall terminate and this Lease shall come to an end on the 
date specified therein as fully and completely as if such date 
were the date herein originally fixed for the expiration of the 
Lease Term, and Lessor, at its election, may lawfully or at any 
time thereafter and without further notice, enter into and upon 
the premises or any part thereof in the name of the whole, and 
repossess the same as of Lessor's former estate and expel Lessee 
and those claiming through or under Lessee and remove their 
effects (forcibly if necessary) without being deemed guilty of any 
manner of trespass and without prejudice to any remedies for 
arrears of rent or any other preceding breach of covenant and 
Lessor may, at its election, store any effects so removed in a 
public warehouse or otherwise for the amount of, and at the 
expense of, Lessee, and upon termination of this Lease as 
aforesaid or under any provision of any statute, whether or not 
Lessor enters the Premises, Lessee will then quit and surrender 
the Premises to Lessor, but Lessee shall remain liable as 
hereinafter provided.

7.2 Damages.

In the event that this Lease is terminated under any of the 
provisions contained in Section 7.1 or shall be otherwise 
terminated for breach of any obligation of Lessee, Lessee 
covenants to pay forthwith to Lessor, as compensation, the excess 
of the total rent reserved for the residue of the Lease Term over 
the rental value of the Premises for said residue of the Lease 
Term.  In calculating the rent reserved there shall be included, 
in addition to the Fixed Rent and all Additional Rent, the value 
of all other considerations agreed to be paid or performed by 
Lessee for said residue.  Lessee further covenants as an 
additional and cumulative obligation after any such ending to pay 
punctually to Lessor all the sums and perform in the same manner 
and to the same extent and at the same time as if this Lease had 
not been terminated.  In calculating the amounts to be paid by 
Lessee under the next foregoing covenant Lessee shall be credited 
with any amount paid to Lessor as compensation as in this Section 
7.2 provided and also with the net proceeds of any rent obtained 
by Lessor by reletting the Premises after deducting all Lessor's 
expenses in connection with such reletting, including without 
limitation, all repossession costs, brokerage commissions, fees 
for legal services and expenses of preparing the Premises for such 
reletting, it being agreed by Lessee that Lessor may

(i) relet the Premises or any part or parts thereof, for a 
term or terms which may at Lessor's option be equal to 
or less than exceed the period which would otherwise 
have constituted the balance of the Lease Term and may 
grant such concessions and free rent as Lessor in its 
sole judgement considers advisable or necessary to relet 
the same and

(ii) make alterations, repairs and decorations in the 
premises as Lessor in its sole judgment considers 
advisable or necessary to relet the same, and no action 
of Lessor in accordance with the foregoing or failure to 
relet or to collect rent under reletting shall operate 
or be construed to release or reduce Lessee's liability 
as aforesaid.

In lieu of any other damages or indemnity and in lieu of 
full recovery by Lessor of all sums payable under all 
the foregoing provisions of this Section 7.2, Lessor may 
by written notice to Lessee, at any time after this 
Lease is terminated under any of the provisions 
contained in Section 7.1 or is otherwise terminated for 
breach of any obligation of Lessee and before such full 
recovery, elect to recover, and Lessee shall thereupon 
pay, as liquidated damages, an amount equal to the 
aggregate of the Fixed Rent and Additional Rent accrued 
under Sections 2.5, 2.6 and 2.7 in the twelve (12) 
months ended next prior to such termination plus the 
amount of Fixed Rent and Additional Rent of any kind 
accrued and unpaid at the time of termination and less 
the amount of any recovery by Lessor under the foregoing 
provisions of this Section 7.2 up to the time of payment 
of such liquidated damages.

Nothing in this Lease shall limit or prejudice the right of 
Lessor to prove for and obtain in proceedings for 
bankruptcy or insolvency by reason of the termination of 
this Lease, an amount equal to the maximum allowed by 
any statute or rule of law in effect at the time when, 
and governing the proceedings in which, the damages are 
to be proved, whether or not the amount be greater, 
equal to, or less than the amount of the loss or damages 
referred to above.

In the event the Lessor becomes involved in bankruptcy, 
insolvency, or assignment for the benefit of creditors 
by the Lessor, the Lessee shall have the right to cancel 
this Lease, provided that said conditions are not cured 
within sixty (60) days.

ARTICLE VIII
MISCELLANEOUS

8.1 Titles of Articles; Recording; Consent; Notice; Binding Effect.

This Lease shall not be recorded.  Upon request of either party, both 
parties The Titles of the Articles are for convenience only and 
not to be considered in constructing this Lease.  shall execute 
and deliver after this Lease Term begins a notice of this Lease in 
form appropriate for recording or registration, and if this Lease 
is terminated before this Lease expires, an instrument in such 
form acknowledging the date of termination.  Except as otherwise 
provided in Section 5.6, whenever any approval or consent shall 
not be delayed or withheld unreasonably.  Whenever any notice, 
approval, consent, request or election is given or made pursuant 
to this Lease it shall be in writing.  Communications and payments 
shall be addressed if to Lessor to Lessor's Original Address or at 
such other address as may have been specified by prior notice to 
Lessee, and if to Lessee, at Lessee's Original Address or at such 
other place as may have been specified by prior notice to Lessor. 
 Any communication so addressed shall be deemed duly served if 
mailed by registered or certified mail, return receipt requested. 
 If Lessor by notice to Lessee at any time designates some other 
person to receive payments or notices, all payments and notices 
thereafter by Lessee shall be paid or given to the agent so 
designated until notice to the contrary is received by Lessee from 
Lessor.  The obligations of this Lease shall run with the land, 
and this Lease shall be binding upon and insure to the benefit of 
the parties hereto and their respective successors and assigns, 
except that only the original Lessor named herein shall be liable 
for obligations accruing before the beginning of the Lease Term, 
and thereafter the original Lessor names herein and each 
successive owner of the Premises shall be liable only for 
obligations accruing during the period of their ownership.

8.2 Notice of Lease; Consent or Approval Notices; Bind and Insure; 
Trust Estates.

No assignment of this Lease and no agreement to make or accept any 
surrender, termination or cancellation of this Lease and no 
agreement to modify so as to reduce the rent, change the Lease 
Term, or otherwise materially change the rights of Lessor under 
this Lease, or to relieve Lessee of any obligations or liability 
under this Lease, shall be valid unless consented to by Lessor's 
mortgagees of record, if any, in each instance, if any, in which 
such consent is required pursuant to the terms of the mortgage.  
The delivery of keys to any employee of Lessor or to Lessor's 
agent or any employee thereof shall not operate as a termination 
of this Lease or a surrender of the Premises.

8.3 Lessor's Failure to Enforce.

The failure of Lessor or of Lessee to seek redress for violation of, 
or to insist upon the strict performance of, any covenant or 
condition of this Lease, or, with respect to such failure of 
Lessor, any of the Rules and Regulations referred to in Section 
5.4, whether heretofore or hereafter adopted by Lessor, shall not 
be deemed a waiver of such violation nor prevent a subsequent act, 
which would have originally constituted a violation, from having 
all the force and effect of an original violation, nor shall the 
failure of Lessor to enforce any of said Rules and Regulations 
against any other Lessee in the Building be deemed a waiver of any 
such Rules and Regulations.  The receipt by Lessor of Fixed Rent 
or Additional Rent with knowledge of the breach of any covenant of 
this Lease shall not be deemed to have been waived by Lessor, or 
by Lessee unless such waiver be in writing signed by the party to 
be charged.  No consent or waiver, express or implied, by Lessor 
or Lessee to or of any breach of any agreement or duty shall be 
construed as a waiver or consent to or any other breach of the 
same or any other agreement or duty.

8.4 Acceptance of Partial Payments of Rent.

No acceptance by Lessor of a lesser sum than the fixed rent and 
additional rent then due shall be deemed to be other than on 
account of the earliest installment of such rent due, nor shall 
any endorsement or statement on any check or any letter 
accompanying any check or payment as rent be deemed an accord and 
satisfaction, and Lessor may accept such check or payment without 
prejudice to Lessors right to recover the balance of such 
installment or pursue any other remedy in this Lease provided.

8.5 Cumulative Remedies.

The specific remedies to which Lessor may resort under the terms of 
this Lease are cumulative and are not intended to be exclusive of 
any other remedies or means of redress to which it may be lawfully 
entitled in case of any breach or threatened breach by Lessee of 
any provisions of this Lease.  In addition to the other remedies 
provided in this Lease, Lessor shall be entitled to the restraint 
by injunction of the violation or attempted or threatened of any 
of the covenants, conditions or provisions of this Lease or to a 
decree compelling specific performance of any such covenants, 
conditions or provisions.

8.6 Partial Invalidity.

If any term of this Lease, or the application thereof to any person 
or circumstances, shall to any extent be invalid or unenforceable, 
the remainder of this Lease, or the application of such term to 
persons or circumstances other than those as to which it is 
invalid or unenforceable, shall not be affected thereby, and each 
term of this Lease shall be valid and enforceable to the fullest 
extent permitted by law.

8.7 License for Support.

If an excavation shall be made upon land adjacent to property of 
Lessor of which the Premises are a part, or shall be authorized to 
be made, Lessee shall afford to the person causing or authorized 
to cause such excavation, license to enter upon the Premises for 
the purpose of doing such work as said person shall deem necessary 
to preserve the wall of the Buildings from injury or damage and to 
support the same by proper foundations without any claims for 
damages or indemnity against Lessor, or diminution or abatement of 
rent.

8.8 Self Help.

If Lessee shall at any time default in the performance of any 
obligation under this Lease, Lessor shall have the right, but 
shall not be obligated, to enter upon the Premises and to perform 
such obligation notwithstanding the fact that no specific 
provision for such substituted performance by Lessor is made in 
this Lease with respect to such default.  In performing such 
obligation, Lessor may make any payment of money or perform any 
other act.  All sums so paid by Lessor (together with interest at 
the rate of 18% per annum) and all necessary incidental costs and 
expenses in connection with the performance of any such act by 
Lessor, shall be deemed to be Additional Rent under this Lease and 
shall be payable to Lessor immediately on demand.  Lessor may 
exercise the foregoing rights without waiving any other of its 
rights or releasing Lessee from any of its obligations under this 
Lease.

8.9 Lessee's Estoppel Certificate.

Lessee agrees from time to time, upon not less than fifteen (15) days 
prior written request by Lessor, to execute, acknowledge and 
deliver to Lessor a statement in writing certifying that this 
Lease is unmodified and in full force and effect and that Lessee 
has no defenses, offsets or counterclaims against its obligations 
to pay the Fixed  Rent and Additional Rent and to perform its 
other covenants under this Lease (or if there have been any 
modifications that the same is in full force and effect so 
modified and stating the modifications and, if there are any 
defenses, offsets, counterclaims, or defaults, setting them forth 
in reasonable detail), and the dates to which the Fixed Rent, 
Additional Rent and other charges have been paid.  Any such 
statement delivered pursuant to this Section 8.9 may be relied 
upon by any prospective purchaser or mortgages of the Premises or 
any prospective assignee of any mortgage of the Premises.

8.10 Waiver of Subrogation.

Any insurance carried by either party with respect to the Premises 
and property therein or occurrences thereon shall, if the other 
party so requests and if it can be so written without additional 
premium, or with an additional premium which the other party 
agrees to pay, include a clause or endorsement denying to the 
insurer rights of subrogation against  the other party to the 
extent rights have been waived by the insured prior to occurrence 
of injury or loss.  Each party, notwithstanding any provisions of 
this Lease to the contrary, hereby waives any rights of recovery 
against the other for injury or loss due to hazards covered by 
insurance containing such clause or endorsement to the extent of 
the indemnification received thereunder.

8.11 Governing Law.

This Lease shall be governed exclusively by the provisions hereof and 
by the laws of the Commonwealth of Massachusetts, as the same may 
from time to time exist.

8.12 Brokerage.

Lessee warrants and represents that it has dealt with no brokers or 
brokerage firms in relation to this transaction other than Mike 
Ripp of Lynch Murphy Walsh & Partners and Casler and Company.  
Commissions will be detailed in a separate agreement between the 
brokers and the Lessor.

8.13 Assignment of Rent.

With reference to any assignment by Lessor of Lessor's interest in 
this Lease, or the rents payable hereunder, conditional in nature 
or otherwise, which assignment is made to the holder of the first 
mortgage on the Premises, the Lessee agrees:

(a) that the execution thereof by Lessor and the acceptance 
thereof by the holder of such mortgage shall never be 
deemed an assumption by such holder of any of the 
obligations of the Lessor hereunder, unless such holder 
shall, by written notice sent to Lessee, specifically 
otherwise elect; and

(b) that, except as aforesaid, such holder shall be treated as 
having assumed the Lessor's obligations hereunder only 
upon foreclosure of such holder's mortgage all of its 
duties and obligations hereunder.

(c) that notwithstanding any assignment of mortgage, the 
Lessor shall discharge all of its duties and obligations 
hereunder.

ARTICLE IX
SUBORDINATION

9.1 Lease Subordinate to Mortgage Indebtedness.

This Lease is also subordinate to certain mortgages on the Buildings 
and Lot and shall be subordinate to any other mortgage hereafter 
on the Buildings and Lot and to each advance made or hereafter to 
be made under any such mortgages and to all renewals, 
modifications, consolidations, replacements and extensions thereof 
and all substitutions therefor.  In the event that any mortgagee 
or its respective successor in title shall succeed to the interest 
of Lessor then, at the option of such mortgagee or successor, the 
Lease shall nevertheless continue in full force and effect and 
Lessee shall and does hereby agree in such event to adhere to such 
mortgagee or successor and to recognize such mortgagee or 
successor as its Lessor, provided such mortgagee or successor 
agrees not to disturb the tenancy of the Lessee.

9.2 Implementation of Article IX.

Lessee agrees on request of Lessor to execute and deliver from time 
to time any agreement which may reasonably be deemed necessary to 
implement the provisions of this Article IX.

ARTICLE X
ARBITRATION

10.1 Method of Appointment of Arbiters; Awards; Costs.

In the event of a dispute between Lessor and Lessee with respect to 
any matter set forth in Sections 3.1 or 3.2 hereof, such dispute 
shall be arbitrated by three arbitrators appointed as follows:

Lessor and Lessee shall each appoint a fit and impartial person as 
arbitrator who shall have at least ten (10) years experience in 
the Metropolitan Boston Area in a calling connected with the 
subject matter of the dispute.  Written notice of such appointment 
shall be given by each party to the other within fifteen (15) days 
of the date upon which written notice is given by one party to the 
other demanding arbitration and the arbitrators so appointed shall 
appoint a third arbitrator who shall likewise have ten (10) years 
of experience in the Metropolitan Boston Area in a calling 
connected with the subject matter of the dispute, and if the 
arbitrators fail to agree upon a third arbitrator within fifteen 
(15) days of  the date upon which the later of such written 
notices of appointment of the first two arbitrators is given, such 
third arbitrator shall be appointed by a Justice of the Superior 
Court of the Commonwealth of Massachusetts in Middlesex County 
upon ten (10) days notice of the institution proceedings for such 
court appointment, or by any other Court sitting in Middlesex 
County succeeding to the jurisdiction and functions exercised by 
the Superior Court of the Commonwealth of Massachusetts.  Any 
award that shall be made in such arbitration by the arbitrators or 
a majority of them shall be binding and shall have the same force 
and effect as a judgment made in a court of competent jurisdiction 
and both Lessor and Lessee shall have the right to apply to the 
Superior Court of the Commonwealth of Massachusetts in Middlesex 
County, or to any other court sitting in Middlesex County 
succeeding to the jurisdiction and functions exercised by the 
Superior Court of the Commonwealth of Massachusetts, for a decree, 
judgment or order upon said arbitration or award upon ten (10) 
days notice to the other party.  The fees, costs and expenses of 
arbitration, other than fees of attorneys for the parties, expert 
witnesses and other witness' fees, shall be borne equally between 
the parties unless the arbitrators determine that some other 
division shall under the circumstances be more equitable.

ARTICLE XI
SECURITY DEPOSIT

11.1 Amount; Application.

Lessee has deposited with Lessor the sum of Seventy Five Thousand 
Dollars ($75,000) as security for the performance by Lessee of its 
covenants and obligations hereunder.  Such Security Deposit shall 
not bear interest and shall not be considered and advance payment 
of rental or a measure of Lessor's damages in case of default by 
Lessee.  If Lessee defaults in the performance of any of the 
covenants and obligations to be performed by it, Lessor may, from 
time to time, without prejudice to any remedy, use such Security 
Deposit to the extent necessary to make good any arrearages in 
Rent or any sum as to which Lessee is in default including any 
damages or deficiency may accrue before or after termination of 
this Lease.  Following any such application of the Security 
Deposit, Lessee shall pay to Lessor on demand the amount so 
applied in order to restore the Security Deposit to its original 
amount.  If Lessee is not then in default hereunder, any remaining 
balance of Security Deposit shall be returned by Lessor to Lessee 
upon termination of this Lease and after delivery of possession of 
the premises to Lessor in accordance with the Lease.  If Lessor 
assigns its interest in the premises during the Lease Term, Lessor 
shall have no further liability for the return of such Security 
Deposit and Lessee agrees to look solely to the new Lessor for the 
return of the Security Deposit.  This provision shall apply to 
every transfer or  assignment made of the Security Deposit to a 
new Lessor.  Lessee agrees that it will not assign or encumber or 
attempt to assign or encumber the monies deposited as security and 
that Lessor and its successors and assigns shall not be bound by 
any such actual or attempted assignment or encumbrance.  Lessee 
has also paid the first month's rent at the time of the signing of 
this Lease.

ARTICLE XII
LESSOR'S LIEN

12.1 Liens for Lessor.

The statutory lien for rent is not waived.

EXHIBIT A

DRAWING OF BUILDING AT 220 BEAR HILL ROAD.

EXHIBIT B

Additional Terms Between Lessor and Lessee

Lease Between 220 Bear Hill Road Realty Trust, Lessor, and CTC 
Communications Corp., Lessee.

Lessee has agreed to lease the building in an "as is" condition.

Lessor has informed Lessee that the HVAC units in the lobby and grand 
ballroom areas need to be replaced.  Also, that there are a total of 
nine (9) roof top units, two space heaters and one roof top space 
heater.

Lessor has also informed Lessee that the hot water system has been 
disconnected and that Lessee will need to install new hot water 
tanks.

Lessor also pointed out to Lessee that when pictures, etc., are removed 
from walls, there will be holes in those walls and that some 
electrical and plumbing connections are exposed.

The Lessee has inspected the building several times with contractors and 
architects and is aware of the "as is" condition.

Lessee has indicated to Lessor that Lessee plans on demolishing most of 
the existing walls and plans on building out new office space.

Lessee and Lessor have agreed that a back-flow regulator will need to be 
installed on the sprinkler system.

Lessee has informed Lessor that it intends to install a number of 
windows in the space and has requested Lessor to help in this capital 
expenditure.  Lessee agrees to install at least 15 windows in the 
space.

Lessor has already reduced the base rent since Lessee is leasing the 
space in the "as is" condition; however, as additional consideration 
to the Lessee, Lessor has agreed to give Lessee a total of Fifty 
Thousand Dollars ($50,000) to be deducted at a rate of Eight Thousand 
Three Hundred Thirty Three Dollars and Thirty Three Cents ($8,333.33) 
per year over the six years of the original lease for all of the 
above items since Lessee will pay for all of the above work as part 
of Lessees buildout.  The final net annual base rent after deductions 
is $304,166.67 payable monthly at the rate of $25,347.23.

Lessor will leave ceiling tiles as is throughout the building.


EXHIBIT C
OPTION TO EXTEND LEASE

THIS EXHIBIT, to be made part of a lease between 220 Bear Hill Road 
Realty Trust, Vincent A. Messina, Trustee, hereinafter called Lessor 
and CTC Communication Corporation, hereinafter called Lessee.

WHEREAS, the Lessor and Lessee have entered into a certain lease for the 
rental of square feet of office space at the Premises constructed on 
220 Bear Hill Road, Waltham, Massachusetts; and

WHEREAS, the said parties have mutually agreed upon the inclusion of the 
following additional provisions and covenants in said Lease;

NOW, THEREFORE, for mutual valuable consideration, receipt and benefit 
of which is acknowledged by both parties, it is agreed that the 
following shall be included and added to said Lease, which in all 
other particulars remains unchanged, and that said following language 
is hereby incorporated by reference and made a part of said Lease:

If Lessee shall have fully and promptly complied with all the terms and 
provisions of this Lease, and shall not be in default in the 
performance or observance of any of the terms and conditions of this 
Lease to be performed and observed by Lessee, the Lessee shall have 
the right, at its election to extend the term of this Lease for two 
(2) additional periods of six (6) years commencing upon the 
expiration of the term on the same terms and conditions by notice in 
writing to Lessor 365 days prior to the end of the term, except that 
for the extended term the rent for the demised premises shall be at 
ninety-five (95%) of the then fair market rental rate for comparable 
space in similar quality buildings in the surrounding area.  Fair 
market rental rate should take into account rental rates, tenant 
improvement allowances, commissions, and concessions prevalent in the 
market for comparable space for tenants of similar size and credit 
worthiness.

The Lessee and Lessor will have a period of sixty days to negotiate the 
new market rent.  If no agreement can be reached between parties 
then, the Lessor will be free to lease the space to another party; 
therefore, if the parties reach an agreement; the new agreement must 
be signed prior to Three hundred (300) days to the end of the term of 
this lease.

The Lessee during the extended term of this Lease shall pay the 
operating and tax expenses in the same manner as set forth in the 
original term of this Lease in addition to the foregoing provision.  
The Lessor will not continue the base rent allowance during the 
option period.