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                                                                    EXHIBIT 10.8
                                                                    ------------


                        STANDARD FORM COMMERCIAL LEASE

                                         Member Greater Boston Real Estate Board

1. PARTIES           LESSOR, which expression shall include McFarland FLP heirs,
   (fill in)         successors, and assigns where the context so admits, does
                     hereby lease to

2. PREMISES          LESSEE, which expression shall include Virtual Knowledge,
   (fill in and      Inc. successors, executors, administrators, and assigns
   include, if       where the context so admits, and the LESSEE hereby leases
   applicable,       the following described premises:
   suite number,
   floor number,     7,715 rentable square feet on the top floor of 200
   and square feet)  Highland Avenue, Needham, Massachusetts

                     together with the right to use in common, with others
                     entitled thereto, the hallways, stairways, and elevators,
                     necessary for access to said leased premises and lavatories
                     nearest thereto.

3. TERM              The term of this lease shall be for see section 23 A
   (fill in)         commencing on           and ending on

4.                   [deleted]

5.                   [deleted]

6.                   [deleted]

7. UTILITIES         The Lessor shall pay, as they become due, all bills for
                     electricity and other utilities (whether they are used for
                     furnishing heat or other purposes) that are furnished to
                     the leased premises and presently separately metered, and
                     all bills for fuel furnished to a separate tank servicing
   delete "air       the leased promises exclusively.  The LESSOR agrees to
   conditioning"     provide all other utility service and to furnish
   if not            reasonably hot and cold water and reasonable heat and
   applicable        air conditioning (except to the extent that the same are
                     furnished through separately metered utilities or separate
                     fuel tanks as set forth above) to the leased premises, the
                     hallways, stairways, elevators, and lavatories during
                     normal business hours on regular business days of the
                     heating and air conditioning seasons of each year, to
                     furnish elevator service and to light passageways and
                     stairways during business hours, and to furnish such
                     cleaning service as is customary in similar buildings in
                     said city or town, all subject to interruption due to any
                     accident, to the making of repairs, alterations, or
                     improvements, to labor difficulties, to trouble in
                     obtaining fuel, electricity, service, or supplies from the
                     sources from which they are usually obtained for said
                     building, or to any cause beyond the LESSOR'S control.
                     Lessee shall be separately metered and pay for lights and
                     plugs.

                     LESSOR shall have no obligation to provide utilities or
                     equipment other than the utilities and equipment within the
                     premises as of the commencement date of this
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                                      -2-

                      lease. In the event LESSEE requires additional utilities
                      or equipment, the installation shall be subject to the
                      written consent of the LESSOR.

8.  USE OF LEASED     The LESSEE shall use the leased promises only for the
    PREMISES          purpose of General Office Use
    (fill in)

9.  COMPLIANCE WITH   The LESSEE acknowledges that no trade or occupation shall
    LAWS              be conducted in the leased premises or use made thereof
                      which will be unlawful, improper, noisy or offensive, or
                      contrary to any law or any municipal by-law or ordinance
                      in force in the city or town in which the premises are
                      situated.

10. FIRE INSURANCE    The LESSEE shall not permit any use of the leased premises
                      which will make voidable any insurance on the property of
                      which the leased premises are a part, or on the contents
                      of said property or which shall be contrary to any law or
                      regulation from time to time established by the New
                      England Fire Insurance Rating Association, or any similar
                      body succeeding to its powers. The LESSEE shall on demand
                      reimburse the LESSOR, and all other tenants, all extra
                      insurance premiums caused by the LESSEE'S use of the
                      premises.

11. MAINTENANCE       The LESSEE agrees to maintain the leased premises in good
                      condition, damage by fire and other casualty only
                      excepted, and whenever necessary, to replace plate glass
    A. LESSEE'S       and other glass therein, acknowledging that the leased
       OBLIGATIONS    premises are now in good order and the glass whole. The
                      LESSEE shall not permit the leased premises to be
                      overloaded, damaged, stripped, or defaced, nor suffer any
                      waste. LESSEE shall obtain written consent of LESSOR
                      before erecting any sign on the premises.

    B. LESSOR'S       The LESSOR agrees to maintain the structure of the
       OBLIGATIONS    building of which the leased premises are a part in the
                      same condition as it is at the commencement of the term or
                      as it may be put in during the term of this lease,
                      reasonable wear and tear, damage by fire and other
                      casualty only excepted, unless such maintenance is
                      required because of the LESSEE or those for whose conduct
                      the LESSEE is legally responsible.

12. ALTERATIONS-      The LESSEE shall not make structural alterations or
    ADDITIONS         additions to the leased premises, but may make non-
                      structural alterations provided the LESSOR consents
                      thereto in writing, which consent shall not be
                      unreasonably withheld or delayed. All such allowed
                      alterations shall be at LESSEE'S expense and shall be in
                      quality at least equal to the payment compensation. LESSEE
                      shall not permit any mechanics' liens, or similar liens,
                      to remain upon the leased premises for labor and material
                      furnished to LESSEE or claimed to have been furnished by
                      the LESSEE in connection with work of any character
                      performed or claimed to have been performed at the
                      direction of LESSEE and shall cause any such lien to be
                      released of record forthwith without cost to LESSOR. Any
                      alterations or improvements made by the LESSEE shall
                      become the property of the LESSOR at the termination of
                      occupancy as provided herein.

13. ASSIGNMENT-       The LESSEE shall not assign or sublet the whole or any
                      part of the leased premises
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                                      -3-

    SUBLEASING        without LESSOR'S prior written consent which consent
                      shall be unreasonably withheld or delayed.
                      Notwithstanding such consent, LESSEE shall remain liable
                      to LESSOR for the payment of all ______ and for the full
                      performance of the covenants and conditions of this lease.

14. SUBORDINA-        This lease shall be subject and subordinate to any and all
    TION              mortgages, now or at any time hereafter, a lien or liens
                      on the property of which the leased premises are a part
                      and the LESSEE shall, when requested, promptly execute and
                      deliver such written instruments as shall be necessary to
                      show the subordination of this lease to said mortgages,
                      deeds of trust or other such instruments in the nature of
                      a mortgage.

15. LESSOR'S ACCESS   The LESSOR or agents of the LESSOR may, at reasonable
                      times, enter to view the leased premises and may remove
                      placards and signs not approved and affixed as herein
                      provided, and make repairs and alterations as LESSOR
                      should elect to do and may show the leased premises to
                      others, and at any time within three (3) months before the
                      expiration of the term, may affix to any suitable part of
                      the leased premises a notice for letting or selling the
                      leased premises or property of which the leased premises
                      are a part and keep the same as affixed without hindrance
                      or molestation.

16. INDEMNIFICA-      The LESSEE shall save the LESSOR harmless from all loss
    TION AND          and damage occasioned by the use or escape of water or by
    LIABILITY         the bursting of pipes, as well as from any claim or damage
    (fill in)         resulting from neglect in not removing snow and ice from
                      the roof of the building or from the sidewalks bordering
                      upon the premises so leased, or by any nuisance made or
                      suffered on the leased premises, unless such loss is
                      caused by the neglect of the LESSOR. The removal of snow
                      and ice from the sidewalks bordering upon the leased
                      premises shall be Lessor's responsibility.

17. LESSEE'S          The LESSEE shall maintain with respect by the leased
    LIABILITY         premises and the property of which the leased premises are
    INSURANCE         a part comprehensive public liability insurance in the
    (fill in)         amount of $1,000,000 with property damage insurance in
                      limits of $50,000 - $100,000 in responsible companies
                      qualified to do business in Massachusetts and in good
                      standing therein insuring the LESSOR as well as LESSEE
                      against injury to persons or damage to property as
                      provided. The LESSEE shall deposit with the LESSOR
                      certificates for such insurance at or prior to the
                      commencement of the term, and thereafter within thirty
                      (30) days prior to the expiration of any such policies.
                      All such insurance certificates shall provide that such
                      policies shall not be cancelled without at least ten (10)
                      days prior written notice to each assured named therein.

18. FIRE,             Should a substantial portion of the leased premises, or of
    CASUALTY -        the property of which they are a part, be substantially
    EMINENT           damaged by the fire or other casualty, or be taken by
    DOMAIN            eminent domain, the LESSOR may elect to terminate this
                      lease. When such fire, casualty, or taking renders the
                      leased premises unsuitable for their intended use, a just
                      and proportionate abatement of rent shall be made, and the
                      LESSEE may elect to terminate this lease if:

                         (a)  The LESSOR fails to give written notice within
                              thirty (30) days of
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                                      -4-

                              intention to restore leased premises, or

                         (b)  The LESSOR fails to restore the leased premises to
                              a condition substantially suitable for their
                              intended use within ninety (90) days of said fire,
                              casualty or taking.

                      The LESSOR reserves, and the LESSEE imparts to the Lessor,
                      all rights which the LESSEE may have for damages or injury
                      to the leased premises for any taking by eminent domain,
                      except for damage to the LESSEE'S fixtures, property, or
                      equipment.

19. DEFAULT AND       In the event that:
    BANKRUPTCY
    (fill in)            (a)  The LESSEE shall default in the payment of any
                              installment of rent or other sum herein specified
                              and such default shall continue for ten (10) days
                              after written notice thereof; or

                         (b)  The LESSEE shall default in the observance or
                              performance of any other of the LESSEE'S
                              covenants, agreements, or obligations hereunder
                              and such default shall not be corrected within
                              thirty (30) days after written notice thereof; or

                         (c)  The LESSEE shall be declared bankrupt or insolvent
                              according to law, or, if any assignment shall be
                              made of LESSEE'S property for the benefit of
                              creditors,

                      then the LESSOR shall have the right thereafter, while
                      such default continues, to re-enter and take complete
                      possession of the leased premises, to declare the term of
                      this lease ended, and remove the LESSEE'S effects, without
                      prejudice to any remedies which might be otherwise used
                      for arrears of rent or other default. The LESSEE shall
                      indemnify the LESSOR against all loss of rent and other
                      payments which the LESSOR may incur by reason of such
                      termination during the residue of the term. If the LESSEE
                      shall default, after reasonable notice thereof, in the
                      observance or performance of any conditions or covenants
                      on LESSEE'S part to be observed or performed under or by
                      virtue of any of the provisions in any article of this
                      lease, the LESSOR, without being under any obligation to
                      do so and without thereby waiving such default, may remedy
                      such default for the account and at the expense of the
                      LESSEE. If the LESSOR makes any expenditures or incurs any
                      obligations for the payment of money in connection
                      therewith, including but not limited to, reasonable
                      attorney's fees in instituting, prosecuting or defending
                      any action or proceeding, such sums paid or obligations
                      insured, with interest at the rate of six (6) percent per
                      annum and costs, shall be paid to the LESSOR by the LESSEE
                      as additional rent.

20. NOTICE            Any notice from the LESSOR to the LESSEE relating to the
    (fill in)         leased premises or to the occupancy thereof, shall be
                      deemed duly served, if left at the leased premises
                      addressed to the LESSEE, or if mailed to the leased
                      premises, registered or certified mail, return receipt
                      requested, postage prepaid, addressed to the LESSEE. Any
                      notice from the LESSEE to the LESSOR relating to the
                      leased premises or to the occupancy thereof, shall be
                      deemed duly served, if mailed to the LESSOR by
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                                      -6-

IN WITNESS WHEREOF, the said parties hereunto set their hands and seals this
________________ day of ______________ 19___


/s/ Illegible                      /s/ Illegible
_________________________          __________________________
LESSEE                             LESSOR


_________________________          __________________________
LESSEE                             LESSOR


          ________________________
          BROKER(S)
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                                      -7-

                        STANDARD FORM COMMERCIAL LEASE


1.  PARTIES                   LESSOR, which expression shall include McFarland
    (fill in)                 FLP heirs, successors, and assigns where the
                              context so admits, does hereby lease to
                              SmarterKids.com

                              LESSEE, which expression shall include their
                              successors, executors, administrators, and assigns
                              where the context so admits and the LESSEE hereby
                              leases the following described premises:

2.  PREMISES                  5,000 rentable square feet on the third floor 200
    (fill in and include, if  Highland Avenue, Needham, MA
    applicable, suite
    number, floor
    number and square         together with the right to use in common, with
    feet)                     others entitled thereto, the hallways, stairways,
                              and elevators, necessary for access to said leaded
                              premises, and lavatories nearest thereto.

3.  TERM                      The term of this lease shall be for SEE SECTION
    (fill in)                 27A commencing on __________________ and ending on
                              _________________________________.

4.  RENT                      The LESSEE shall pay to the LESSOR fixed rent at
    (fill in)                 the rate of SEE SECTION 27B dollars per year,
                              payable in advance in monthly installments of
                              ______, subject to proration in the case of any
                              partial calendar month. All rent shall be payable
                              without offset or deduction.

5.  SECURITY DEPOSIT          [Intentionally Omitted]
    (fill in)

6.  RENT ADJUSTMENT           [Intentionally Omitted]

    A.  TAX                   [Intentionally Omitted]
       ESCALATION
       (fill in or delete)

    B.  OPERATING             [Intentionally Omitted]
       COST
       ESCALATION
       (fill in or delete)

    C.  CONSUMER              [Intentionally Omitted]
       PRICE
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                                      -10-

13.  ASSIGNMENT -       The LESSEE shall not assign or sublet the whole or any
    SUBLEASING          part of the leased premises without LESSOR's prior
                        written consent which consent shall not be unreasonably
                        withheld or delayed. Lessor has first refusal rights.
                        Notwithstanding such consent, LESSEE shall remain liable
                        to LESSOR for the payment of all rent and for the full
                        performance of the covenants and conditions of this
                        lease.

14.                     This lease shall be subject and subordinate to any and
SUBORDINATION           all mortgages, deeds of trust and other instruments in
                        the nature of a mortgage, now or at any time hereafter,
                        a lien or liens on the property of which the leased
                        premises are a part and the LESSEE shall, when
                        requested, promptly execute and deliver such written
                        instruments as shall be necessary to show the
                        subordination of this lease to said mortgages, deeds of
                        trust or other such instrument sin the nature of a
                        mortgage.

15. LESSOR'S            The LESSOR or agents of the LESSOR may, at reasonable
    ACCESS              times, enter to view the leased premises and may remove
                        placards and signs not approved and affixed as herein
                        provided, and make repairs and alterations as LESSOR
                        should elect to do and may show the leased premises to
                        others, and at any time within three (3) months before
                        the expiration of the term, may affix to any suitable
                        part of the leased premises a notice for letting or
                        selling the leased premises or property of which the
                        leased premises are a part and keep the same so affixed
                        without hindrance or molestation.

16.                     The LESSEE shall save the LESSOR harmless from all loss
    INDEMNIFICATION     and damage occasioned by anything occurring on the
    AND LIABILITY       leased premises unless caused by the negligence or
    (fill in)           misconduct of the LESSOR, and from all loss and damage
                        wherever occurring occasioned by any omission, fault,
                        neglect or other misconduct of the LESSEE. The removal
                        of snow and ice from the sidewalks bordering upon the
                        leased premises shall be LESSOR's responsibility.

17. LESSEE'S LIABILITY  The LESSEE shall maintain with respect to the leased
    INSURANCE           premises and the property of which the leased premises
    (fill in)           are a part comprehensive public liability insurance in
                        the amount of $1,000,000 with property damage insurance
                        in limits of $50,000 -$100,000 in responsible companies
                        qualified to do business in Massachusetts and in good
                        standing therein insuring the LESSOR as well as LESSEE
                        against injury to persons or damage to property as
                        provided. The LESSEE shall deposit with the LESSOR
                        certificates for such insurance at or prior to the
                        commencement of the term, and thereafter within thirty
                        (30) days prior to the expiration of any such policies.
                        All such insurance certificates shall provide that such
                        policies shall not be cancelled
<PAGE>

                                      -11-

                        without at least ten (10) days prior written notice to
                        each assured named therein.

18. FIRE, CASUALTY -    Should a substantial portion of the leased premises, or
    EMINENT DOMAIN      of the property of which they are a part, be
                        substantially damaged by fire or other casualty, or be
                        taken by eminent domain, the LESSOR may elect to
                        terminate this lease. When such fire, casualty, or
                        taking renders the leased premises substantially
                        unsuitable for their intended use, a just and
                        proportionate abatement of rent shall be made, and the
                        LESSEE may elect to terminate this lease if:

                              (a)  The LESSOR fails to give written notice
                                   within thirty (30) days of intention to
                                   restore leased premises; or
                              (b)  The LESSOR fails to restore the leased
                                   premises to a condition substantially
                                   suitable for their intended use within ninety
                                   (90) days of said fire, casualty or taking.

                        The LESSOR reserves, and the LESSEE grants to the
                        LESSOR, all rights which the LESSEE may have for damages
                        or injury to the leased premises for any taking by
                        eminent domain, except for damage to the LESSEE's
                        fixtures, property, or equipment.

19. DEFAULT AND         In the event that:
    BANKRUPTCY
    (fill in)                 (a)  The LESSEE shall default in the payment of
                                   any installment of rent or other sum herein
                                   specified and such default shall continue for
                                   ten (10) days after written notice thereof;
                                   or
                              (b)  The LESSEE shall default in the observance or
                                   performance of any other of the LESSEE's
                                   covenants, agreements, or obligations
                                   hereunder and such default shall not be
                                   corrected within thirty (30) days after
                                   written notice thereof; or
                              (c)  The LESSEE shall be declared bankrupt or
                                   insolvent according to law, or, if any
                                   assignment shall be made of LESSEE's property
                                   for the benefit of creditors,

                        then the LESSOR shall have the right thereafter, while
                        such default continues, to re-enter and take complete
                        possession of the leased premises, to declare the term
                        of this lease ended, and remove the LESSEE's effects,
                        without prejudice to any remedies which might be
                        otherwise used for arrears of rent or other default. The
                        LESSEE shall indemnify the LESSOR against all loss of
                        rent and other payments which the LESSOR may incur by
                        reason of such termination during the residue of the
                        term. If the LESSEE shall default, after reasonable
                        notice thereof, in the observance or performance of any
                        conditions or covenants on LESSEE's part to
<PAGE>

                                      -12-

                        be observed or performed under or by virtue of any of
                        the provisions in any article of this lease, the LESSOR,
                        without being under any obligation to do so and without
                        thereby waiving such default, may remedy such default
                        for the account and at the expense of the LESSEE. If the
                        LESSOR makes any expenditures or incurs any obligations
                        for the payment of money in connection therewith,
                        including but not limited to, reasonable attorney's fees
                        in instituting, prosecuting or defending any action or
                        proceeding, such sums paid or obligations insured, with
                        interest at the rate of six (6) per cent per annum and
                        costs, shall be paid to the LESSOR by the LESSEE as
                        additional rent.

20. NOTICE              Any notice from the LESSOR to the LESSEE relating to the
    (fill in)           leased premises or to the occupancy thereof, shall be
                        deemed duly served, if left at the leased premises
                        addressed to the LESSEE, or if mailed to the leased
                        premises, registered or certified mail, return receipt
                        requested, postage prepaid, addressed to the LESSEE. Any
                        notice from the LESSEE to the LESSOR relating to the
                        leased premises or to the occupancy thereof, shall be
                        deemed duly served, if mailed to the LESSOR by
                        registered or certified mail, return receipt requested,
                        postage prepaid, addressed to the LESSOR at such address
                        as the LESSOR may from time to time advise in writing.
                        All rent notices shall be paid and sent to the LESSOR at
                        15 Cefalo Road, Boston, MA 02132.

21. SURRENDER           The LESSEE shall at the expiration or other termination
                        of this lease remove all LESSEE's goods and effects from
                        the leased premises (including, without hereby limiting
                        the generality of the foregoing, all signs and lettering
                        affixed or painted by the LESSEE, either inside or
                        outside the leased premises). LESSEE shall deliver to
                        the LESSOR the leased premises and all keys, locks
                        thereto, and other fixtures connected therewith and all
                        alterations and additions made to or upon the leased
                        premises, in good condition, damage by fire or other
                        casualty only excepted. In the event of the LESSEE's
                        failure to remove any of LESSEE's property from the
                        premises, LESSOR is hereby authorized, without liability
                        to LESSEE for loss or damage thereto, and at the sole
                        risk of LESSEE, to remove and store any of the property
                        at LESSEE's expense, or to retain same under LESSOR's
                        control or to sell at public or private sale, without
                        notice any or all of the property not so removed and to
                        apply the net proceeds of such sale to the payment of
                        any sum due hereunder, or to destroy such property.

22. BROKERAGE           [Intentionally Omitted]
   (fill in or delete)