Exhibit 10.4


                                 LEASE AGREEMENT

        THIS LEASE AGREEMENT, made this 31st day of May, 1999, by and between
AIRMOUSE HOUSE LTD. PARTNERSHIP, a Vermont limited partnership with a principal
place of business in Williston, County of Chittenden and State of Vermont
(hereinafter called "Landlord"), and eNOTE.COM,INC., a Delaware corporation with
a place of business in Burlington, County of Chittenden and State of Vermont,
(hereinafter called "Tenant").

                              W I T N E S S E T H :

SECTION 1.  Demise, Description of Premises.

        Landlord does hereby  demise,  let, rent and lease unto Tenant,  and the
Tenant  hereby  hires  and  rents  from  the  Landlord,  premises  described  as
Condominium A and all  appurtenances  thereto as described in the Declaration of
Condominium  for Taft's  Farms  Commercial  Center (the  "Declaration")  and are
hereafter  referred to as "Leased  Premises" or "Premises" or "Unit." The Leased
Premises  include a building  containing a total of 14,548  square feet of floor
space.  The  footprint  of the building is depicted on a plat  entitled  "Taft's
Farms Commercial  Center,  Allen Brook Lane,  Williston,  VT, Condominium Plan,"
prepared by Trudell  Consulting  Engineers,  Inc.,  dated November 8, 1993. This
Lease and the obligations of the parties are subject to the terms and conditions
of the Declaration, including, but not limited to, Exhibit E, Bylaws, Article V,
Section I, Paragraph 2, Lease, thereof (the "Demised Premises or Premises").

        A portion of the premise  (containing 10,168 square feet) is two stories
in height. The second floor (5,000 square feet) will be unfinished. A portion of
the Premises  (containing  4,380 square feet) is a single-story  structure.  The
demise  herein  includes  the right of Tenant to finish and to fit up the second
floor of the building,  at its own expense and subject to Landlord's approval of
the plans, which shall not be unreasonably withheld.

        The Leased  Premises  include the  exclusive  use of the Unit's  Limited
Common  Elements as defined and  described in the  Declaration  and the right in
common with other members of the  Condominium to the Common  Elements as defined
and described in the Declaration, including the parking areas.

         The  Leased  Premises  and the rights and  obligations  of the  parties
hereto  are  subject  to and  benefitted  by all  covenants,  restrictions,  and
conditions set forth in the Declaration,  Land Use permit No.  4C0720-R-10,  the
terms and  conditions of the May 25, 1993,  approval of the  Williston  Planning
Commission,  Waste Water Permit No.  WW-4-0297,  and as each may be amended from
time  to  time,  and  to  all  easements  and   restrictions   depicted  on  the
above-referenced plat and of record.

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SECTION 2.  Initial Term of Lease.

        Said Premises are hereby  leased to Tenant,  subject to all of the terms
and  conditions  contained  herein,  for an  initial  term  of  five  (5)  years
commencing on June 1, 1999, the "Commencement  Date", unless said term be sooner
terminated as hereinafter provided (the "Initial Term").

SECTION 3.  Base Rent.

        (a) Tenant  agrees to pay to Landlord  on the 1st day of each month,  in
advance, commencing on the Commencement Date and continuing each and every month
thereafter  during the Initial  Term,  rent in the amount of $8,333.34 per month
(the "Base Rent").

        (b) Interest shall accrue on any Base Rent, Additional charges, or other
charges  not paid within ten (10) days from the date due at the rate of the Wall
Street  Journal  Price  plus (2%) but not more  than  (12%)  per  annum,  unless
Landlord's  financing  for the Facility  exceeds 12% per annum in which case the
interest assessed to Tenant hereunder shall equal Landlord's  financing interest
rate.

SECTION 4.  Base Rent Adjustments.

        Base Rent  Escalation.  The initial Base Rent of $8,333.34  per month as
set forth in Section  3(a) above  shall be  adjusted  as of June 1, 2000 and the
Base Rent shall be adjusted  annually on every June 1 thereafter during the term
hereof by a percentage equal to one-half the percentage increase, if any, in the
CPI-U, as defined herein for the preceding 12 month period.  Notwithstanding the
foregoing,  no annual  adjustment  pursuant  to the  increase in the CPI-U shall
exceed __% for any 12 month period. For these purposes, the Consumer Price Index
is defined to be the  "Consumer  Price  Index - All Urban  Consumers  -Northeast
Region -  Population  Size Class C (50,000 - 500,000),  All Items,  (1982 - 1984
equal 100  hereinafter  called the  'Index')",  published by the Bureau of Labor
Statistics,  United States Department of Labor. In the event that the Department
of Labor  ceases to publish the CPI-U Index  during the lease term or during any
renewal  thereof,  the Landlord shall select an  alternative  index and shall so
notify Tenant.  Said  alternative  index shall use comparable  statistics on the
purchasing power of the consumer dollar, including the same or comparable region
and population.

SECTION 5.  Taxes and Utilities.

        It is the intent of the Landlord and Tenant that the Base Rent set forth
in Section 3, be net to the Landlord  (except for  Landlord's  debt service) and
that beginning on the  Commencement  Date and continuing  during the Lease term,
all costs  associated  with taxes,  utilities,  operation and maintenance of the
premises  be  the  sole  responsibility  of the  Tenant  except  for  Landlord's
obligations as set forth in Section 10(a) hereof as follows:

        (a) Tenant  shall pay all real estate and  personal  property  taxes and
other  municipal  charges and assessments  levied against the Demised  Premises.
Landlord shall make a good

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faith  estimate  of real  estate  taxes to be  assessed  against  and  equitably
allocated to the Demised Premises and shall bill the same to Tenant on a monthly
basis and Tenant  shall pay said taxes in the same  manner that the Base Rent is
paid as set forth in Section 3 hereof.  Upon receipt of the actual tax bill from
the Town of Williston, the Landlord will adjust the Tenant's monthly tax payment
to conform to the actual tax  assessed  against and  equitably  allocated to the
Demised  Premises  for each tax year during the initial  term and any  extension
thereof. It is agreed that all such amounts shall be paid by Tenant to Landlord,
who  shall  be  responsible  for and  shall  pay the tax  bills  to the  Town of
Williston on the real estate of which the Demised  Premises are a part, when and
as such bills are due.

        Tenant or its  designee  shall have the right to contest  and review all
such taxes by legal proceedings, or in such other manner as it may deem suitable
(which, if instituted,  Tenant or its designee shall conduct promptly at its own
cost and expense, and free of any expense to Landlord and, if necessary,  in the
name of and with the  cooperation  of Landlord  and Landlord  shall  execute all
documents necessary to accomplish the foregoing).  Landlord agrees that if there
shall be any refunds or rebates on account of the taxes paid by Tenant under the
provisions of this section, such refund or rebate shall belong to Tenant.

        (b) Tenant shall pay the cost of all insurance to be furnished by Tenant
or Landlord pursuant to Sections (a), (b) and (c) of Section 7 hereof;

        (c) Tenant  shall pay all costs of utility  services  including  without
limitation charges for electricity,  gas, telephone,  cable television and water
and sewer service metered to the Demised Premises;

        (d) Tenant shall pay for proper lawn care and snow removal.

SECTION 6.  Use of the Property.

        Tenant  may use the  Demised  Premises  for any lawful  purpose.  If the
Tenant's use of the  Premises  necessitates  application  for zoning or planning
approval  or  compliance   with  other  municipal  or  state   regulations,   or
installation of additional or new fixtures,  systems or improvements at any time
during the term of this Lease or any renewals thereof, Tenant will prosecute and
bear the cost of such  applications,  installation  and/or changes  necessary to
obtain  compliance  and approval and Landlord  will  cooperate  and join in such
proceedings as owner thereof.

        The Premises shall not be used for any illegal purpose, nor in violation
of any valid  regulation of any  governmental  body, nor in any manner to create
nuisance or trespass, nor in any manner to invalidate the insurance.

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SECTION 7.  Insurance.

        The Tenant shall provide on or before the Commencement  Date and keep in
force  during the Lease Term the  insurance  described  herein or at  Landlord's
option, Landlord may provide such insurance and bill Tenant therefore but not at
a cost to  Tenant  that  would  exceed  Tenant's  cost if  Tenant  acquired  the
following insurance:

        (a)  Comprehensive  general  liability  insurance  with  respect  to the
Demised Premises insuring the Tenant and the Landlord (as an additional insured)
against any liability covered by a standard liability  insurance policy that may
accrue against them or either of them on account of any  occurrences in or about
the Demised  Premises in consequence of Tenant's  occupancy  thereof,  and shall
provide  Landlord with copies of all such  applicable  policies.  Such insurance
shall be  maintained in the amount of at least  $3,000,000.00  for bodily injury
and $100,000.00 with respect to loss or damage to property;

        (b) Fire and casualty insurance, with extended coverage, in amount equal
to the replacement value of the Building; and

        (c) Adequate  insurance for loss of fixtures and leasehold  improvements
of Tenant.

        Each party shall provide the other with certificates of insurance and/or
policies  upon  request.  All  insurance  policies  shall be issued by insurance
companies licensed to do business in the State of Vermont with assets sufficient
to cover the potential losses,  and shall otherwise be reasonably  acceptable to
both  parties.  The Tenant's  fire and casualty  policy shall name  Landlord and
Landlord's permitted  mortgagees as additional  insureds,  as their interest may
appear under this Agreement and to the extent permitted by such policies of each
and without  voiding the  insurance  provided  thereby,  the Landlord and Tenant
hereby waive their rights of subrogation.  This paragraph shall not, however, in
any  manner  limit the  liability  of the Tenant or the  Landlord  for damage to
property or persons as a result of the willful or wanton  negligence on the part
of either party.

SECTION 8.  Option to Extend.

        So long as Tenant is not in  default  hereunder  Tenant  shall  have the
option to extend  the  Initial  Term for one (1)  additional  five (5) year term
under all the same  conditions  as set forth  herein with the  exception  of the
amount of the Base Rent as described in Section 3 hereof.  In the event that the
Tenant intends to exercise the option granted  hereunder,  the Tenant shall give
the Landlord written notice of Tenant's intent to exercise said option to extend
the term of the Lease as  provided  in Section 29 hereof at least six (6) months
but no more than twelve (12) months prior to the  expiration of the then current
term. The Base Rent at the commencement of each extension term shall be the Base
Rent as adjusted  for the  previous  year and shall be adjusted  annually as set
forth in Section 4 hereof.

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SECTION 9.  Repairs, Maintenance and Alteration.

        (a)    Landlord's Obligations.

        Landlord covenants and agrees, during the Initial Term and any extension
if this lease is extended,  to repair and replace, at its cost and expense,  all
structural  components of the building,  including the roof.  Landlord  shall be
responsible  for necessary  replacement  of HVAC, and shall bear any expenses in
excess of  $2,000.00  in a rental  year  required  for repair of HVAC.  Upon the
default of Landlord in making such repairs and replacements, the Tenant may, but
shall not be required to, make such repairs and  replacements for the Landlord's
account. Landlord shall not be required to make any such repairs,  replacements,
or bear any expenses  where same were caused or occasioned by an act or omission
or negligence of Tenant,  any sub-Tenant or their employers,  agents,  invitees,
licensees, visitors or contractors.  Except for Landlord's negligence or that of
its agents or employees in the  performance  of  Landlord's  obligations  as set
forth in this  Section,  Landlord  shall not be liable  for  interruption  in or
cessation  of any service  rendered to the  Premises due to any cause beyond the
Landlord's  control including,  but not limited to: any accident;  the making of
repairs,  alterations,  or improvements;  labor difficulties;  fuel and electric
supplies or shortages.

        (b)    Tenant's Obligations.

        Except for  maintenance  and repair  pursuant  to  Sections  15 and 9(a)
hereof,  Tenant  covenants and agrees,  during the Lease Term and any extensions
thereof,  to maintain the Demised Premises in a good condition,  normal wear and
tear  excepted,  including  but not  limited  to,  interior  and  exterior  wall
surfaces,  floor  surfaces,   ceiling  surfaces,   windows,  doors,  electrical,
plumbing,  mechanical and HVAC systems,  furniture,  fixtures and hardware.  All
repairs  and  replacements  shall be in quality  and class at least equal to the
original  work  properly  executed.  Upon the  default of Tenant in making  such
repairs and  replacements,  the Landlord may, but shall not be required to, make
such repairs and  replacements for the Tenant's account and the expenses thereof
shall be collectable against Tenant as additional rent.

         During the Lease Term,  Tenant shall not  install,  operate or maintain
any electrical equipment which will overload the electrical system, or any, part
thereof,  beyond  its  reasonable  capacity  for safe and  proper  operation  as
determined  by the  Landlord,  or which  does not bear  underwriter's  approval;
Tenant shall not  perform,  or permit to be  performed,  any act or carry on any
practice  which may damage,  mar or deface the Premises;  Tenant shall not store
materials or equipment  outside the buildings on the Premises;  and Tenant shall
place all trash in receptacles  in areas  designated by Landlord and provide for
removal of same.

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SECTION 10.  Force Majeure.

        During the Lease  Term,  Landlord  or Tenant  shall not be  required  to
perform  any  term,  condition,  or  covenant  in  this  Lease  so  long as such
performance is delayed or prevented by force  majeure,  which shall mean acts of
God,  epidemics,  cyclones,  floods,  drought,  or by reason of war, declared or
undeclared  revolution,  civil  commotion  or  strife,  acts of public  enemies,
blockade  or  embargo,  or by reason of any new law,  proclamation,  regulation,
ordinance  or  demand  by any  government  authority,  and any  other  cause not
reasonably  within the control of Landlord or Tenant and which,  by the exercise
of due diligence, Landlord or Tenant is unable, wholly or in part, to prevent or
overcome.

SECTION 11.  Reserved Access Rights of Landlord.

        Landlord  reserves the right to enter the Demised Premises at reasonable
hours to make  reasonable  inspections,  to make such  repairs,  alterations  or
additions  as  may be  required  or  permitted  under  the  provisions  of  this
Agreement;  to  exhibit  reasonably  the same to  prospective  purchasers  or to
perform any act related to the safety, protection or preservation of the demised
Premises; and during the three month period prior to the end of the leased term,
for the purposes of exhibiting  reasonably  the demised  Premises to prospective
Tenants.

SECTION 12.  Quiet Enjoyment.

        Landlord  covenants  that the Tenant upon paying the rent and  complying
with the provisions of this Lease,  shall  peaceably and quietly have,  hold and
enjoy the Demised Premises for the term of this Lease.

SECTION 13.  Alterations, Improvements, and Additions.

        No alterations,  improvements or additions to the Demised Premises shall
be made by Tenant without the prior written  consent of Landlord which shall not
be  unreasonably  withheld or delayed.  At the option of Landlord,  any fixtures
installed by the Tenant shall remain the property of the Tenant.

SECTION 14.  Hazardous Materials.

        (a) Tenant shall not use, transport, store,  dispose of or in any manner
deal with hazardous  materials on the Demised Premises or any adjacent lands and
premises of Landlord  (collectively  the "Property"),  except in compliance with
all applicable federal, state and local laws, ordinances, rules and regulations.
The term  "hazardous  materials"  as used in this Lease shall  include,  without
limitation, gasoline, petroleum products, explosives,  radioactive materials, or
any other  substances or materials  defined as a hazardous or toxic substance or
material by any federal, state or local law, ordinance, rule or regulation.

        (b) Except as  provided in Section  14(c),  Tenant  unconditionally  and
irrevocably  indemnifies and agrees to defend and hold harmless Landlord and its
officers, employees,

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agents,  contractors and those claiming by, through or under Landlord,  from and
against  all loss,  cost and  expense  (including  attorneys'  fees) of whatever
nature suffered or incurred by Landlord on account of the existence at or on the
Property,  or the release or discharge at, on, from or to the  Property,  during
the Lease Term, of any hazardous material,  including any claims, costs, losses,
liabilities  and expenses  arising from the violation (or claimed  violation) of
any law, rule,  regulation or ordinance or the  institution of any action by any
party against Tenant,  Landlord or the Property based upon nuisance,  negligence
or other tort theory alleging liability due to the improper generation, storage,
disposal, removal,  transportation or treatment of any hazardous material or the
imposition of a lien on any part of the Property under any law pursuant to which
a lien or  liability  may be imposed on  Landlord  due to the  existence  of any
hazardous  material.  Tenant  unconditionally  and  irrevocably  guarantees  the
payment of any fees and expenses incurred by Landlord in enforcing the liability
of Tenant and this  indemnification  should Landlord prevail in such action.  If
any Remedial Work is required  because of, or in connection with, any occurrence
event covered by the indemnity set forth in this Paragraph  14(b),  Tenant shall
either perform or cause to be performed the Remedial work in compliance with the
applicable  law,  regulation,  order or agreement,  or shall promptly  reimburse
Landlord for the cost of such  Remedial  Work.  If Tenant  elects to perform the
Remedial Work,  all Remedial Work shall be performed by one or more  contractors
selected by Tenant and  approved in advance in writing by Landlord and under the
supervision of a consulting engineer, selected by Tenant and approved in advance
in writing by Landlord.  Otherwise,  Landlord shall select the contractor(s) and
the consulting  engineer.  All costs and expenses of such Remedial Work shall be
paid either directly,  or in the form of  reimbursement  to Landlord,  by Tenant
including  without  limitation,  the  charges  of  such  contractor(s)  and  the
consulting  engineer,  and  Landlord's  reasonable  attorneys'  fees  and  costs
incurred in  connection  with  monitoring  or review of such  Remedial  Work. If
Tenant  shall  fail to timely  commence,  or cause to be  commenced,  or fail to
diligently prosecute to completion,  such Remedial Work, Landlord may cause such
Remedial Work to be performed,  and all costs and expenses thereof,  or incurred
in  connection  therewith,  shall be covered by the  indemnity set forth in this
Paragraph  14(b).  All such costs and  expenses  shall be due and  payable  upon
demand therefor by Landlord.

        (c) Landlord  unconditionally and irrevocably  indemnifies and agrees to
defend and hold harmless Tenant and its officers, employees, agents, contractors
and those claiming by, through or under Tenant,  from and against all loss, cost
and expense (including  attorneys' fees) of whatever nature suffered or incurred
by Tenant on account of the existence at or on the  Property,  or the release or
discharge at, on, from or to the  Property,  prior to the  Commencement  Date or
thereafter if such release or discharge is caused by the Landlord, its officers,
employees,  agents or  contractors,  of any  hazardous  material,  including any
claims,  costs, losses,  liabilities and expenses arising from the violation (or
claimed violation) of any law, rule,  regulation or ordinance or the institution
of any action by any party against  Tenant,  Landlord or the Property based upon
nuisance, negligence or other tort theory alleging liability due to the improper
generation,  storage,  disposal,  removal,  transportation  or  treatment of any
hazardous material or the imposition of a lien on any part of the Property under
any law  pursuant to which a lien or  liability  may be imposed on Tenant due to
the  existence  of  any  hazardous   material.   Landlord   unconditionally  and
irrevocably guarantees the

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payment of any fees and expenses  incurred by Tenant in enforcing  the liability
of Landlord and this  indemnification  should Tenant prevail in such action.  If
any Remedial Work is required  because of, or in connection with, any occurrence
event covered by the indemnity set forth in this Paragraph 14(c), Landlord shall
either perform or cause to be performed the Remedial Work in compliance with the
applicable  law,  regulation,  order or agreement,  or shall promptly  reimburse
Tenant for the cost of such  Remedial  Work.  If Landlord  elects to perform the
Remedial Work,  all Remedial Work shall be performed by one or more  contractors
selected by Landlord  and approved in advance in writing by Tenant and under the
supervision  of a  consulting  engineer,  selected by Landlord  and  approved in
advance in writing by Tenant.  Otherwise,  Tenant shall select the contractor(s)
and the consulting engineer.  All costs and expenses of such Remedial Work shall
be paid either directly,  or in the form of reimbursement to Tenant, by Landlord
including  without  limitation,  the  charges  of  such  contractor(s)  and  the
consulting engineer,  and Tenant's reasonable attorneys' fees and costs incurred
in connection with monitoring or review of such Remedial Work. If Landlord shall
fail to  timely  commence,  or  cause  to be  commenced,  or fail to  diligently
prosecute to completion, such Remedial Work, Tenant may cause such Remedial Work
to be performed,  and all costs and expenses thereof,  or incurred in connection
therewith,  shall be covered by the indemnity set forth in this Paragraph 14(c).
All such costs and  expenses  shall be due and payable  upon demand  therefor by
Tenant.

        (d) The  obligations  of Landlord and Tenant under this Section 14 shall
survive the termination of this Agreement.

SECTION 15.  Fire and Other Casualty.

        (a) If the Premises are  destroyed or damaged by fire or other  casualty
covered by the insurance  required in Paragraph  7(b),  then the Landlord  shall
promptly  repair and restore same to  substantially  the condition in which they
were immediately prior to the occurrence of such casualty, using the proceeds of
such  insurance.  If the Landlord does not complete said repair and  restoration
within one hundred and twenty  (120) days from the date of said  casualty,  then
the Tenant may terminate this  Agreement  retroactive to the date of casualty by
notice to the Landlord.

        (b) If the  Premises are damaged or destroyed by casualty not covered by
the  insurance  required in Paragraph  7(b),  the Landlord may, if it so elects,
repair  and  restore  same to  substantially  the  condition  in which they were
immediately prior to the occurrence of such casualty.  The Landlord shall notify
the Tenant of its decision to restore the  Premises  within  fourteen  (14) days
from the date of the casualty,  and upon failure of the Landlord to provide such
notice, it is conclusively presumed that it elected not to restore the Premises.
If the Landlord does not elect to restore the Premises, or if Landlord elects to
restore  the  Premises  and it does not restore  same within one hundred  twenty
(120) days from the date of the  casualty,  then the Tenant may  terminate  this
Agreement retroactive to the date of casualty by notice to Landlord.

        (c) During the period from the date of casualty  until the  premises are
repaired and restored,  Tenant's  obligation to pay any rent due hereunder shall
abate in proportion to the

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amount of space of the Demised Premises  rendered unusable for Tenant's purposes
as a result of the damage or destruction.

        (d)   Termination  of  this  Lease  in  accordance  with  the  foregoing
provisions  shall not  prejudice  the rights and remedies of Landlord and Tenant
under this agreement prior to such termination, and any rent owing shall be paid
up to such date and any payments of rent made by Tenant which were on account of
any period subsequent to such date shall be returned to Tenant.

        (e) In the event that during the last two (2) years of the Initial  Term
or last two (2) years of any  renewal  term,  the  Premises  are more than fifty
percent (50%) destroyed, nothing contained in this section shall be construed to
require Landlord to restore the Premises to a condition that existed immediately
prior to such  destruction,  unless  the  Tenant  agrees  to extend  this  lease
agreement for an additional five (5) year term.

SECTION 16.  Eminent Domain.

        During  the term of this  Lease,  if the whole of the  premises  or such
portion of which  materially  adversely effect the Tenant's use and enjoyment of
the premises is taken in a  condemnation  proceeding  or by any right of eminent
domain,  this agreement shall terminate on the date of such taking, and the rent
and any additional  rent reserved  herein shall be  apportioned  and paid to the
date of such taking.  The Tenant  shall have no interest in any damages  awarded
the Landlord in  compensation  for any taking in  condemnation or eminent domain
with  respect  to the value of the  Property  and the  Facility.  The Tenant may
maintain a separate action for any damages sustained by Tenant by reason of said
condemnation or proceeding for the taking of Tenant's leasehold estate.

SECTION 17.  Default after Occupancy.

        If any one or more of the following  events  ("Events of Default") shall
occur:

        (a) If the Tenant shall fail to pay any Basic Rent; or other sum payable
hereunder as the same becomes due and payable; or

        (b) If the Tenant shall fail to perform or comply with any terms of this
Lease other than those  referred to in  paragraph  (a) above or with any term of
any other  agreement  between the parties,  and such failure shall  continue for
more than 15 days after the Tenant receives notice or knowledge of such failure;
or

        (c) If the Tenant  shall make a general  assignment  for the  benefit of
creditors  or shall  admit in  writing  its  inability  to pay its debts as they
become due, or shall file a petition in  bankruptcy,  or shall be  adjudicated a
bankrupt or  insolvent,  or shall file a petition  seeking  any  reorganization,
arrangement,  composition,  readjustment,  liquidation,  dissolution  or similar
relief under any present or future statute, law or regulation,  or shall file an
answer admitting or not contesting the material  allegations of a petition filed
against it in any such

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proceeding,  or shall seek or consent to or acquiesce in the  appointment of any
trustee,  receiver  or  liquidator  of the  Tenant or any  material  part of its
properties; or

        (d) if, within 60 days after the commencement of any proceeding  against
the Tenant seeking any reorganization,  arrangement, composition,  readjustment,
liquidation,  dissolution or similar relief under any present or future statute,
law or regulation,  such proceeding  shall not have been dismissed or stayed (or
within 60 days after the expiration of any such stay such  proceeding  shall not
have been  dismissed),  or if, within 60 days after the appointment  without the
consent or acquiescence of the Tenant of any trustee,  receiver or liquidator of
the Tenant or of any material part of its properties, such appointment shall not
have been vacated or stayed (or within 60 days after the expiration of any such
stay such appointment shall not have been vacated); or

        (e) If the Tenant shall default in the payment of any  indebtedness  for
borrowed  money, or shall fail to perform or comply with any of the terms of any
such indebtedness,  or of any instruments  relation thereto, and such default or
failure shall continue  beyond any grace period  provided with respect  thereof,
and such default or failure shall not have been waived, bonded or cured; or

        (f) If the Tenant or its  shareholder or directors shall take any action
looking to the dissolution or liquidation of the Tenant; or

        (g) If a  final  judgment  which,  with  other  than  outstanding  final
judgments against the Tenant, exceeds an aggregate of $100,000 shall be rendered
against the Tenant,  and if,  within 30 days after the  expiration of such stay,
such judgment shall not have been discharged.

Then and in such event,  regardless of the pendency of any proceeding  which has
or might have the effect of preventing  the Tenant from complying with the terms
of this Lease, the Landlord may at any time  thereafter,  during the continuance
of any such default,  give a written termination notice to the Tenant specifying
a date (not less than ten days  from the date of giving  such  notice)  on which
this Lease shall terminate,  and on such date, subject to the provisions of this
Lease relating to the survival of Tenant's  obligations,  the term of this Lease
shall  terminate  by  limitation  and all rights of the Tenant  under this Lease
shall cease  unless  before such date (1) all arrears of Basic Rent,  Additional
Rent and all other sums  payable by the Tenant under this Lease,  together  with
interest  thereon  at the rate of 12% per  annum,  and all  costs  and  expenses
(including, without limitation,  attorneys' fees and expenses) incurred by or on
behalf of the  Landlord  shall have been paid by the  Tenant,  and (2) all other
defaults at the time existing under the Lease shall have been fully, remedied to
the  satisfaction  of the  Landlord.  All costs and  expenses  incurred by or on
behalf of the  Landlord  (including,  without  limitation,  attorneys'  fees and
expenses)  occasioned  by the  default  by the Tenant  under  this  Lease  shall
constitute Additional Rent hereunder.

                                     - 10 -

<PAGE>

SECTION 18.  Liability and Indemnification.

        (a) Tenant shall  indemnify  Landlord and save  Landlord  harmless  from
suits, actions, damages,  liability and expense in connection with loss of life,
bodily or personal  injury or property  damage arising from or out of the use or
occupancy of the Premises or any part thereof,  or occasioned  wholly or in part
by any act or omission of Tenant, its agents, contractors,  employees, servants,
invitees, licensees, or concessionaires, and Tenant shall indemnify Landlord and
save Landlord harmless from such suits, actions, damages,  liability and expense
arising out of or caused by such breach, act or omission.

        (b)  Tenant  shall give  prompt  notice to  Landlord  in case of fire or
accidents on the Premises or of defects therein or in any fixtures or equipment.

        (c) Landlord shall indemnify Tenant and save Tenant harmless from suits,
actions, damages,  liability and expense in connection with loss of life, bodily
or  personal  injury or  property  damage  arising  from any act or  omission of
Landlord, its agents, contractors,  employees, servants, invitees, licensees, or
concessionaires,  and Landlord shall  indemnify  Tenant and save Tenant harmless
from such suits,  actions,  damages,  liability  and  expense  arising out of or
caused by such breach, act or omission.

SECTION 19.  Accord and Satisfaction.

        No payment by Tenant or receipt by  Landlord  of a less  amount than the
monthly  rent herein  stipulated  shall be deemed to be other than on account of
the earliest stipulated rent, nor shall an endorsement or statement on any check
or any letter  accompanying any check or payment as rent be deemed an accord and
satisfaction and Landlord may accept such check or payment without  prejudice to
Landlord's  right to recover the balance of such rent or pursue any other remedy
in the Lease provided.  Partial payment shall only be construed as an accord and
satisfaction  if  specifically  set  forth in a  separate  instrument  signed by
Landlord.

SECTION 20.  Subordination, Attornment and Collateral Assignment.

        (a) At the option of Landlord or any  mortgagee,  this Agreement and the
Tenant's interest  hereunder,  shall be subject and subordinate,  upon terms and
conditions  consistent with this Agreement,  to any mortgage,  deed of trust, or
any method of  financing or  refinancing  now or  hereafter  placed  against the
Premises and to all renewals,  modifications,  replacements,  consolidations and
extensions  thereof,  provided  that  no  subordination  or  subjecting  of this
Agreement and Tenant's  interest shall be effective  until Landlord has obtained
and delivered to Tenant a fully executed non-disturbance  agreement as described
in paragraph 20(d) below.

        (b) If the holder of record of a first  mortgage of Landlord's  interest
in the Premises  shall have given prior written  notice to Tenant that it is the
holder of said  mortgage  and that such  notice  includes  the  address at which
notices to such  mortgagee are to be sent,  then Tenant agrees to give notice to
the holder of record of such first mortgage,

                                     - 11 -

<PAGE>

simultaneously  with any notice  given to  Landlord  to correct  any  default of
Landlord as hereinabove provided, and shall permit the holder of record and such
first mortgage to, within thirty (30) days after receipt of said notice, correct
or remedy such  default  before  Tenant may take any action  under this Lease by
reason of such default.

        (c) Tenant  shall,  in the event of the sale or assignment of Landlord's
interest in the Premises,  or in the event of the issuance of a  certificate  of
non-redemption  in any proceedings  brought for the foreclosure of a mortgage of
Landlord's interest in the Premises, or in the event of exercise of the power of
sale under any mortgage made by Landlord  covering the  Premises,  attorn to the
purchaser or  foreclosing  mortgagee and recognize such purchaser or foreclosing
mortgagee as Landlord under this Lease,  provided that any defaults are cured as
provided in Paragraph 20(b) above.

        (d) Landlord  shall use its best efforts to obtain from any mortgagee or
other Lender holding an interest in the Premises  superior to Tenant's  interest
under this  Agreement:  (i) a  nondisturbance  agreement  in form and  substance
reasonably satisfactory to Tenant, providing that so long as the Tenant performs
all of its  obligations  hereunder  and  agrees to attorn to such  mortgagee  or
beneficiary  of deed of trust,  then  Tenant's  right to  possession  under this
Agreement  shall  remain in full force and effect for the full term  hereof,  as
extended;  (ii) further  assurances  from said  mortgagee  that it will claim no
interest in Tenant's personal property of any kind or nature.

        (e) Notwithstanding any provision elsewhere in this Lease Agreement, the
Tenant shall have the right to mortgage, grant a security interest in, or assign
its  interest  in this  Lease  Agreement  as  collateral  for  loans  (including
renewals,  modifications,  replacements,  consolidations and extensions thereof)
from time to time without  Landlord's  prior consent or the prior consent of any
mortgagee  holding a mortgage on the  Demised  Premises,  provided  that no such
mortgage, security interest or assignment shall extend to or affect the fee, the
reversionary  interest, or the estate of the Landlord or any mortgagee in and to
the fee to the Demised Premises.

SECTION 21.  Estoppel Certificates.

        Either  party,  upon written  request of the other, shall furnish to the
other party,  a statement  duty executed and  acknowledged,  to any mortgagee or
purchaser, or any other person or entity specified in such request:

               (a)    as  to  whether  this  Lease  has  been  amended  and  the
substance of such amendment;

               (b)    as to the validity and force and effect of this Lease;

               (c)    as to the existence of any default hereunder;

               (d)    as to the  existence  of  any  offsets,  counterclaims  or
defenses hereto on the part of the party executing the certification; and

                                     - 12 -

<PAGE>

               (e)    as to any other matters as may reasonably be so requested.

        This statement must be furnished  within ten (10)  days after receipt of
the request and the contents  thereof shall be binding upon the party  executing
the certification.

SECTION 22.  Surrender of Premises; Holding Over.

        (a) At the expiration of the Initial Term or any Extension Term,  Tenant
shall  surrender the Premises in the same  condition in which they were upon the
Commencement Date, reasonable wear and tear excepted, and shall deliver all keys
and combinations to locks to Landlord. Before surrendering said Premises, Tenant
shall remove all  personal  property  including  all trade  fixtures,  and shall
repair  any  damage  caused  thereby  as  provided  in  Section  9(b).  Tenant's
obligation  to perform this  provision  shall  survive the Lease Term. If Tenant
fails to remove its property  upon the  expiration  of the Lease Term,  Landlord
may, among other  remedies,  cause such properties to be removed and disposed of
with the costs of such removal and disposal to be borne by the Tenant.

        (b) Any  holding  over  after the  expiration  of the Lease  Term or any
renewal  term shall be  construed  to be a tenancy at will,  and shall be on the
terms herein so far as is applicable, except that Landlord reserves the right to
increase the Base rent upon thirty (30) days' advance written notice to Tenant.

SECTION 23.  Successors and Assigns.

        All  rights  and  liabilities  herein  given to, or  imposed  upon,  the
respective parties hereto shall extend to and bind the several respective heirs,
executors,  administrators,  successors and assigns of the said parties;  and if
there  shall be more  than one  Tenant,  they  shall  all be bound  jointly  and
severally by the terms,  covenants and agreements  herein.  No rights,  however,
shall inure to the benefit of any assignee of the Tenant  unless the  assignment
to such  assignee  has been  approved by  Landlord  in  writing,  as provided in
Section 24 hereof.

SECTION 24.  Assignment, Subletting.

        (a) Except as provided in Section  20(e)  hereof,  the Tenant  shall not
assign or sublet  this  Lease,  without  the  written  consent of the  Landlord;
provided,  however,  that such  consent  shall not be  unreasonably  withheld or
delayed  upon the  Landlord,  in the case of  assignment,  having been  provided
adequate  information  to make an informed  judgment  that any  assignee has the
financial  ability to carry out the terms and obligations of this Lease; and, in
the case of sublet,  upon being  provided  the terms of a proposed  sublease and
securing written  confirmation from Tenant that it shall remain fully liable for
the performance by any sublessee of this Lease.

        The term "assign", as used herein, shall include:

                                     - 13 -

<PAGE>

               (i)    an assignment of all of Tenant's  interest  hereunder in a
part of the Demised Premises,  an assignment of an undivided percentage interest
hereunder in all of the Demised  Premises,  as well as any  assignment  from one
co-Tenant to another;

               (ii)   an assignment to any prior owner of the Tenant's  interest
herein or part hereof; and

               (iii)  any  merger,   consolidation,   transfer   (singly  or  in
combination)  of shares  constituting  more than  one-third  of the total shares
outstanding  or any  other  transaction  the  effect  of  which is  directly  or
indirectly to transfer to any third party the benefits of this Lease.

        (b)  Notwithstanding  the  foregoing,  Landlord  hereby  consents to the
proposed sublease of approximately  2,500 square feet of the Demised Premises to
NYBOR  Corporation,  and Tenant shall remain fully liable for the performance of
such sublessee.

SECTION 25.  Non-Waiver.

        (a) No agreement to accept a surrender of the Demised  Premises prior to
the  expiration of the Lease Term shall be valid unless in writing and signed by
an authorized  representative of Landlord.  The delivery of keys by or on behalf
of Tenant for any part of the  Demised  Premises  to any  employee or partner of
Landlord or to Landlord's  agent or any employee of such agent shall not operate
as a termination of this Lease or as a surrender of the Premises.

        (b) The failure of Landlord or Tenant to seek  redress for  violation or
breach of, or to insist on the strict performance of, any covenant of this Lease
whether by express  waiver or  otherwise,  shall not be construed as a waiver of
any subsequent violation or breach or the same covenants.

        (c) The receipt by Landlord of rent with  knowledge of the breach of any
covenant of this Lease shall not be deemed a waiver of such breach.

        (d) The failure of Landlord to enforce any of the rules and  regulations
against  Tenant or any other tenant in the Property shall not be deemed a waiver
of any such rule or regulation.

        (e) Landlord's  consent to, or approval of, any act by Tenant  requiring
Landlord's  consent  or  approval  shall  not  be  deemed  to  waive  or  render
unnecessary  Landlord's  consent to or approval of any subsequent similar act by
Tenant.

SECTION 26.  Severability.

        It is the intention of the parties  hereto that if any provision of this
Agreement  is  capable  of two  constructions,  one of which  would  render  the
provision  valid,  then the  provision  shall have the meaning  which renders it
valid. If any term or provision or any

                                     - 14 -

<PAGE>

portion  thereof  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 or  provision  to  persons or
circumstances  other than those as to which it is held invalid or unenforceable,
shall not be affected thereby and each term and provision of this Lease shall be
valid and be enforced to the fullest extent permitted by law.

SECTION 27.  Entire Agreement, Applicable Law.

        This Lease with any exhibits  and riders  attached  hereto  contains the
entire agreement of the parties and no representations, inducements, promises or
agreements not embodied herein shall be of any force or affect,  unless the same
are in  writing  and  signed by or on behalf  of the  party to be  charged.  The
captions of particular  sections are inserted as a matter of convenience  and in
no way  affect or define  the  scope or  intent of this  Lease or any  provision
thereof.  This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Vermont.

SECTION 28.  Captions.

        The captions and numbers  appearing herein are inserted only as a matter
of convenience and are not intended to define, limit,  construe, or describe the
scope or intent of any section or paragraph, nor in any way affect this Lease.

SECTION 29.  Notices.

        Any  notice  required  to be given by the terms of this  Lease  shall be
deemed received three (3) days after deposit in the United States mails, sent by
Certified Mail, Return Receipt Requested,

        If to Landlord:             Airmouse House Ltd. Partnership
                                    P.O. Box 100
                                    Williston, VT 05495

        With a Copy to:             _______________________________

                                    _______________________________

                                    _______________________________

                                    _______________________________

        If to Tenant:               eNote.com, Inc.

                                    _______________________________

                                    _______________________________


        With a Copy to:             Peter M. Doremus, Esq.
                                    Doremus Associates
                                    112 Lake Street, Suite 3
                                    Burlington, VT 05401


                                     - 15 -

<PAGE>

SECTION 30.  Recording.

        Landlord and Tenant agree that this Agreement shall not be recorded.  At
Tenant's option and expense, a memorandum of lease may be recorded in accordance
with 27 V.S.A. ss. 341(c).

SECTION 31.  Waiver of Jury Trial.

        In the event the  Landlord  shall  commence any summary  proceedings  or
action for nonpayment of rent or additional rent  hereunder,  the parties hereto
waive a trial by jury on any and all issues arising in connection therewith,  or
the  Tenant's  use or  occupancy  of the  Premises.  In the event  Tenant  shall
commence any action against Landlord for failure to perform any of the covenants
or  agreements  herein  contained  to be kept and  fulfilled  on the part of the
Landlord, the parties hereto waive a jury trial on any and all issues arising in
connection therewith.

SECTION 32.  Landlord Not Personally Liable.

        Except as to the indemnification  provided in Sections 15 and 19 hereof,
if Landlord or any successor in interest of Landlord shall be a mortgagee, or an
individual,  joint venture,  tenancy in common, firm or partnership,  general or
limited, it is specifically understood and agreed that there shall be absolutely
no personal liability on the part of such mortgagee or such individual or on the
part of the members of such firm,  partnership  or joint venture with respect to
any of the terms,  covenants and  conditions of this Lease and that Tenant shall
look  solely to the equity of  Landlord  or such  successor  in  interest in the
Premises for the satisfaction of each and every remedy of Tenant in the event of
any breach by Landlord or by his  successor of any of the terms,  covenants  and
conditions  of this Lease to be  performed  by  Landlord,  such  exculpation  of
personal liability to be absolute and without any exception whatsoever.

        IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  Lease
Agreement, as of the date first above-written.

IN PRESENCE OF:

                                      AIRMOUSE HOUSE LTD. PARTNERSHIP,
                                      Landlord


                                      By: /s/
                                         --------------------------------------
                                         Its Duly Authorized Agent

                                      eNOTE.COM, INC., Tenant


                                      By: /s/
                                         --------------------------------------
                                         Its Duly Authorized Agent

                                     - 16 -

<PAGE>

STATE OF VERMONT
CHITTENDEN COUNTY, SS.

        At Williston said County and State, this 2nd day of August 1999,
personally appeared ____, Duly Authorized Agent of AIRMOUSE HOUSE LTD.
PARTNERSHIP, and he/she acknowledged the foregoing instrument, by him/her
subscribed, to be his free act and deed and the free act and deed of AIRMOUSE
HOUSE LTD. PARTNERSHIP.

                                  Before me, /s/
                                            ------------------------------------
                                                     Notary Public

                                     - 17 -