Exhibit 10.1

                               LEASE AND AGREEMENT
                                     PART A

LEASE AND AGREEMENT made this 10th day of June 1991, by and between Executive
Tower, Inc., (LANDLORD) with an address at 61 Spit Brook Road, Nashua, New
Hampshire 03060 Critical Care Systems, Inc., (TENANT), with an address at 50
Washington Street, Westboro, MA 01581.

Landlord hereby leases to Tenant and Tenant hereby rents from Landlord, upon the
terms and provisions of this Lease, certain premises (hereinafter the Leased
Premises), containing the square footage set forth below and as further
designated on Exhibit A attached hereto and located at 61 Spit Brook Road,
Nashua, NH.

This lease is in two parts, Part A and Part B. All terms, provisions and
conditions set forth in Part A incorporate and are further defined, supplemented
by and elaborated on by Paragraphs 1 through 29 inclusive of Part B of this
Lease.

1.    This is a Lease for: Professional Office Space

2.    Term: 60 months. Lease Year: 1991 to 1996.

3.    Commencement Date: The later of July 20, 1991 or upon issuance of
                         Certificate of Occupancy by Building Inspector.

4.    Expiration Date: 60 months from occupancy.

5.    (a)   Annual Base Rent: $12.00 per square foot of Gross Rentable Floor
            Area of Tenant's Space for a total of $53,748 per Lease Year. (See
            Part B, Paragraph 3.)

      (b)   Operating Expense Base: $* per square foot.

      (c)   Tax Base: $* per square foot.

      (d)   CPI Base Index: # N/A

6.    Initial Monthly Base Rent: $4479.00/month.

* The first lease year's costs are to be the bases above and will be reported to
Tenant by Landlord when their amounts are known.

7.    Advance Rent: $4479.00 Date: ____Ck#____

8.    Gross Rentable area of Leased Premises: 4479 square feet.

9.    Permitted Uses: Professional Office Use.

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10.   Tenant's Public Liability and Property Damage Insurance Requirements:

      (a)   Injury or death of any one person $1,000,000 minimum coverage;

      (b)   Injury or death to more than one person $1,000,000 minimum coverage;

      (c)   Property damage $250,000 minimum coverage (see Paragraph 13 of Part
            B.)

11.   Utilities (check one as applicable):

      Cost of normal operations paid by:

                                                         Tenant         Landlord
            Suite Cleaning:                              X
            Electricity:                                 X
            Primary HVAC Water Source:                                   X

      Cost of maintenance and repair paid by:
            Electricity:                                                 X
            Light Bulbs:                                 X
            Primary HVAC Water Source:                                   X
            * Heat Pump:                                 X

      * Tenant to pay for routine maintenance and non-capital repair of heat
pump located within the Premises but capital improvement and repair of it shall
be Landlord's cost.

12.   Total Cost of Landlord's Original Fit-up construction:

      $__________ $__________ PSF

      Any subsequent fit-up required at Landlord's cost under Exhibit "Al,"
First Refusal, page 28 of this Lease will not exceed the same amount per
applicable rentable square foot of area acquired by Tenant.

13.   Broker: Monks & Co., Inc./Meredith & Grew, Inc.

14.   Exhibits attached: Yes

      List: (A, A1, A2, A3, A4, C, D, Rider A)


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                                     PART B

      1. LEASED PREMISES. Landlord hereby leases to Tenant, and Tenant hereby
rents from Landlord, upon the terms and provision of this Lease, the premises
containing the square footage as set forth in Part A of this Lease (hereinafter
referred to as the "Leased Premises", or "Demised Premises") designated on
Exhibit "A" which is attached hereto and incorporated herein and located in the
Building depicted on Exhibit B (hereinafter "Landlord's Premises" or the
"Complex"), together with the right to the nonexclusive use in common with
others entitled to use same of all such driveways, malls, courts, corridors,
sidewalks and footways, loading facilities and such other common areas and
facilities as may be designated by Landlord from time to time and as more fully
set forth in and subject to the terms and conditions of this Lease and to such
rules and regulations for the use thereof as may be prescribed from time to time
by the Landlord in accordance with Paragraph 27 of this Lease.

      It is understood and agreed that Exhibit A is attached hereto to show the
approximate size and location of the Leased Premises and for no other purpose.
Tenant's occupancy of the Leased Premises constitutes a confirmation and
acceptance of the Gross Rentable Floor Area of Tenant's Space as referenced in
Part A above.

      "Gross Rentable Floor Area of Building" means the square footage of the
usable area of the Building divided by a factor ("the Building Factor"), which
shall be determined by Landlord, that will reflect Tenant's share of all
expenses for common areas, including common support areas and common facilities
areas.

      "Gross Rentable Floor Area of Tenant's Space" means, for Tenants with an
entire floor, the square footage of the usable area of Tenant's space divided by
the building Factor. For multi-tenant floors, "Gross Rentable Floor Area of
Tenant's Space" means the square footage of the usable area of Tenant's space
divided by the "Multi-Tenant Floor Factor" which is the Building Factor, minus
for multi-tenant floors, an amount determined by Landlord that will reflect not
only Tenant's share of all expenses for common areas, including common support
areas and common facilities area, but also will reflect the extra corridors and
other space required for each multi-tenant floor.

      2. TERM OF LEASE. (a) The term of this lease shall be as set forth in Part
A of this Lease. The term shall commence on the Commencement Date.

      (b) If the Leased Premises are not ready for occupancy on the Commencement
Date, in addition to the remedies provided for in Section 9, Tenant shall have
no obligation to commence payment of Base Rent until Landlord gives Tenant
notice as provided below. The Leased Premises shall be deemed to be ready for
occupancy by Tenant on the date Landlord sends Tenant a notice from Landlord to
the effect that Landlord has substantially completed all of Landlord's work
described in Exhibit C which is attached hereto and incorporated herein, which
notice shall be binding and conclusive upon Tenant in the absence of bad faith.
"Substantially completed", as used in this paragraph, is defined to mean
completed in such fashion as to enable Tenant to open business in the normal
manner.


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<PAGE>

      (c) Prior to the commencement of the term, Tenant shall be permitted to
install fixtures and other equipment, and do other work, provided, however, that
such activities of Tenant shall not interfere with the normal conduct of
business in the remainder of the Complex or other tenants in the Complex.

      3. BASE RENT. Tenant covenants and agrees to pay to Landlord c/o
Barnstable Corporation, P.O. Box 9042, Waltham, MA 02254-9042, or at such other
place as Landlord shall from time to time designate in writing, Base Rent for
the Leased Premises in the amounts set forth in Part A of this Lease per
calendar month as the same may be adjusted hereunder, and proportionately at
such rate for any partial month. The Base Rent shall be paid monthly in advance
on the first day of each and every calendar month during the term.

      4. INCREASE IN TAXES - ADDITIONAL RENT. Tenant shall pay annually its
proportional share of any increase in annual real estate taxes assessed against
the Complex over the Tax Base as set forth in of Part A of this Lease. Tenant's
proportional share of said increase in taxes shall be due and payable 1/12 each
month in advance as additional rent with the Base Rent, based on Landlord's good
faith estimate of what total taxes will be, with a final adjustment to be made
as soon as reasonably possible. The provisions of this paragraph are predicated
upon the present applicable governmental system of taxation. If taxes upon
rentals shall be substituted, in whole or in part, for the payment of ad valorem
real estate taxes, then the same shall be substituted to such extent for present
ad valorem real estate taxes. The foregoing shall generally apply to any system
of taxation instituted which replaces the present method of taxation, in whole
or in part.

      5. COMMON AREA. Landlord shall cause all common areas, including the
parking facilities and sidewalks, and lighting thereof, to be maintained in good
repair and clean condition at all times during the term of this Lease. Tenant
may use on a nonexclusive basis any parking facilities which may from time to
time be available and which Landlord designates in writing for the parking of
motor vehicles of Tenant, its officers, agents, employees and customers while
shopping in the Complex or visiting Tenant's offices as the case may be at
Landlord's then applicable monthly or daily rate; but it is understood and
agreed that Landlord shall have the right to designate from time to time and to
change (including elimination of portions thereof at Landlord's sole discretion)
from time to time, the location, size, shape and direction of common areas,
parking facilities, sidewalks and traffic lanes so long as reasonable access is
maintained to the Leased premises.

      6. INCREASE IN OPERATING EXPENSES - ADDITIONAL RENT. Tenant shall pay as
additional rent its proportional share, as defined below, of all increases in
Operating Expenses, as defined below, over Tenant's Base Operating Expense as
set forth in Part A of this Lease. "Operating Expenses" shall mean all costs and
expenses of every kind and nature paid or incurred by Landlord in operating,
managing (including a reasonable fee for managing the Complex), equipping,
policing, lighting, repairing, replacing and maintaining the Building, the
Complex and all common areas and shall include (but shall not be limited to)
water and sewer charges, premiums for liability property damage, fire, workers'
compensation, and all other insurance carried by Landlord with respect to the
Complex; wages, unemployment taxes, social security taxes, personal property
taxes and assessments; but improvements that Landlord is


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<PAGE>

legally required to make, capital improvements, systems upgrades, costs of
equipment properly chargeable to a capital account and depreciation shall be
excluded.

      Tenant's proportional share of the increase in Operating Expenses set
forth in this Paragraph shall be determined in accordance with the formula by
which Tenant's proportional share of the increase in real estate taxes is
determined above. Tenant's proportional share shall be paid in monthly
installments, in the amount estimated by Landlord, on the first day of each and
every calendar month, in advance. As soon as practicable after the end of each
calendar year during the term hereof, Landlord shall furnish to Tenant a
statement in reasonable detail setting forth the computation of such total
increase in Operating Expenses; thereupon there shall be a prompt adjustment
between Landlord and Tenant. Landlord shall be free to rent all or portions of
the Complex.

      7. LATE CHARGES. Tenant hereby acknowledges that the late payment by
Tenant to Landlord of rent and other sums due hereunder will cause Landlord to
incur costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain, such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed on
Landlord by the terms of any mortgage or trust deed covering the Building.
Accordingly, if any installment of rent of any other sum due from Tenant shall
not be received by Landlord or Landlord's designee within five (5) days of the
due date, then, after such notice of delinquency to Tenant and after the passage
of ten (10) days in which Tenant may cure such delinquency, said notice and cure
not to exceed one time per calendar year, Tenant shall pay to Landlord a late
charge equal to Five Percent (5%) of such overdue amount. Acceptance of such
late charge by Landlord shall in no event constitute a waiver of Tenants default
with respect to such overdue amount, nor prevent Landlord from exercising any of
the other rights and remedies granted hereunder.

      8. UTILITIES. Except as specified in Part A, Paragraph 11, Landlord shall
pay directly all of Tenant's requirements for utilities, including, but not
limited to, gas, steam, water, electricity, oil, and the like, including all
utilities necessary for heating and air conditioning the Leased Premises. All
such payments made by Landlord directly shall be included as part of Operating
Expenses.

      Whether or not Landlord is furnishing electric current to Tenant, if
Tenant shall require electric current for use in the Leased Premises in excess
of a reasonable quantity as determined by Landlord, then Landlord may, at
Landlord's option, but at the sole cost and expense of the Tenant, furnish and
install such additional wires, conduits, feeders, switchboards and appurtenances
as reasonably may be required to supply such excess requirements of Tenant so
long as the same is permitted by applicable laws and insurance regulations and
shall not cause permanent damage to the Building or cause dangerous or hazardous
condition or interfere with or disturb other tenants or occupants of the
Building; or Landlord may require Tenant to cease using such excess current.

      If Landlord is providing electric utilities and fuel, Landlord shall: (a)
light passageways and stairways on all "business days" (which term when used in
the Lease means Monday through Friday from 8:00 a.m. to 6:00 p.m., and on
Saturdays from 8:00 a.m. to 1:00 p.m., except legal holidays), (b) furnish
reasonable heat sufficient to maintain the demised premises at


                                      -5-
<PAGE>

a temperature of 68-70 degrees F. or whatever temperatures are permitted or
required by Federal, State or Local Laws, ordinances or regulations, whichever
is lower, during the normal heating season on business days from 8:00 a.m. to
6:00 p.m. and on Saturdays from 8:00 a.m. to 1:00 p.m., except legal holidays.

      Lessor shall, through the air conditioning equipment of the Building,
furnish to and distribute in the demised premises air conditioning throughout
the year on business days from 8:00 a.m. to 6:00 p.m., and on Saturdays from
8:00 a.m. to 1:00 p.m., except legal holidays when air conditioning may
reasonably be required for the comfortable occupancy of the demised premises by
Lessee. The air conditioning system shall be capable of providing 85 degrees F.
dry bulb and 50% relative humidity, or whatever temperature and humidity
specifications are permitted or required by Federal, State or Local Laws,
ordinances or regulations, whichever is higher, with outside conditions to 95
degrees F. dry bulb and 75 F. degrees wet bulb.

      Landlord shall not in any way be liable or responsible to Tenant for any
loss, damage or expense which Tenant may sustain or incur if quantity,
character, or supply of electrical energy is changed or is no longer available
suitable for Tenant's requirements.

      9. CONSTRUCTION. Landlord will provide improvements for Tenant as set
forth on said Exhibit C which is attached hereto and incorporated herein.
Promptly after delivery of the Leased Premises to Tenant, substantially
completed as required by the provisions of Exhibit C, Tenant shall equip the
Leased Premises with trade fixtures and/or all personal property necessary or
proper for the operation of Tenant's business.

      10. USE OF PREMISES. (a) It is understood and agreed by Tenant that the
Leased Premises shall be used and occupied by Tenant only for the purposes set
forth in Part A of this Lease.

      (b) Tenant further agrees to conform to the following provisions during
the entire term of this Lease: (1) No auction, fire or bankruptcy sales may be
conducted within the Leased Premises without the prior written consent of the
Landlord; (2) Tenant shall not use the hallways, malls or sidewalks adjacent to
the Leased Premises for any purpose without the prior written consent of
Landlord; (3) Tenant shall keep the display windows, if any, of the Leased
Premises clean and shall keep the same electrically lighted during periods of
time as such windows throughout the Complex are kept lit; (4) Tenant shall
receive and deliver goods and merchandise only in the manner at such time and in
such areas as may be designated by the Landlord; (5) All trash, refuse, and the
like, shall be kept and disposed of in such reasonable manner as Landlord may
designate; (6) Tenant shall not place on the exterior of the Leased Premises or
visible from the exterior (including, but without limitation, windows, doors,
and entrance lobbies) any signs, blinds or drapes other than those which shall
first have been approved by Landlord, including replacements thereof (the signs,
blinds and drapes desired by Tenant shall be indicated in Tenant's plans and
specifications to be submitted to Landlord for approval ); (7) Tenant shall not
perform any act or carry on any practice which may damage the Leased Premises or
any part of the Complex, or cause any offensive odors or loud noise (including,
but without limitation, the use of loudspeakers or musical instruments), or
cause a nuisance or menace to or otherwise disturb any other tenant or other
persons in the Complex and (8) Tenant shall not use any portion


                                      -6-
<PAGE>

of the Leased Premises for storage or other services, except in conjunction with
its business in the Lease Premises.

      (c) Tenant will observe and comply with the Rules and Regulations set
forth in this Lease and such other reasonable Rules and Regulations from time to
time promulgated by Landlord for the benefit and prosperity of the Complex,
which rules and regulations shall be uniform in promulgation and
non-discriminatory enforcement.

      11. ASSIGNMENT - SUBLEASING. Tenant covenants and agrees that it will not
assign this Lease or sublet (which term, without limitation, shall include the
granting of concessions, licenses, and the like, and also the sale of 51% or
more of an equity interest in Tenant, except the sale of an equity interest in
Tenant to Guarantor or any entity controlled by Guarantor) the whole or any part
of the Leased Premises without in each instance having first received the
express written consent of Landlord. Such consent shall not be unreasonably
withheld. If Landlord's consent is given, it shall be for assignment or
subletting during the main term of the Lease, and not for any period covered by
an option to renew (if any) and in any case where Landlord shall consent to such
assignment or subletting, Tenant named herein shall remain fully liable for the
obligations of Tenant hereunder, including, without limitation, the obligation
to pay the rent and other amounts provided under this Lease. Notwithstanding
anything herein contained to the contrary the provisions of this Paragraph shall
not, however, be applicable to an assignment of this Lease by Tenant or Tenant's
parent corporation, if any, provided (and it shall be a condition of the
validity of any such assignment) that such affiliate, subsidiary or related
company agrees directly with Landlord to be bound by all of the obligations to
pay the rent and other amounts provided for under this Lease, and the covenant
against further assignment; but such assignment shall not relieve Tenant of any
of its obligations hereunder, and Tenant shall remain fully liable therefor.

      12. REPAIR - MAINTENANCE. (a) Landlord agrees to keep in good order,
condition, and repair, the roof, foundations and other structural portions of
the Leased Premises and any utility system designated as Landlord's
responsibility in Part A, to the extent, but only to the extent, originally
delivered to Tenant by Landlord excepting any damage thereto caused by any act
or the negligence of the Tenant, its employees, invitees, agents, customers,
licensees, investors or contractors (for which damage Tenant is liable). This
paragraph is not intended to refer to damage by fire or other insured risk to
the Leased Premises, provision for which is otherwise made hereunder.

      (b) Except as specifically herein otherwise provided, Tenant agrees that
from and after the date that possession of the Leased Premises is delivered to
Tenant, and until the end of the term of this Lease, it will keep neat and clean
and maintain in good order, condition and repair: all interior nonstructural
portions of the Leased Premises and, if designated in Part A, all heating,
ventilating and air conditioning systems therein, including all costs of labor
and materials in light bulb replacement and also repair and replacement of all
accessories in the Leased Premises subject to ordinary wear and tear. Tenant
further agrees that the Leased Premises shall be kept in a clean, sanitary and
safe condition in accordance with the laws of the state and ordinances of the
local municipality, and in accordance with all directions, rules, regulations of
the Health Officer, Fire Marshall, Building Inspector, and other proper officers
of the governmental agencies having jurisdiction over the Leased Premises.


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<PAGE>

      (c) Tenant shall not make any alterations, renovations, improvements
and/or additions to the Leased Premises (except as initially required by the
terms of Exhibit C) without first obtaining, in each instance, the written
consent of Landlord, which consent Landlord agrees will not be reasonably
withheld, upon condition that such alterations shall be made in accordance with
all applicable laws and in a good and first-class, workmanlike manner. Any and
all alterations, additions, improvements and fixtures which may be made or
installed by either Landlord or Tenant upon the Leased Premises and which in any
manner are attached to the floors, walls or ceilings (including, without
limitation, any carpet or other floor covering of similar character which may be
cemented or otherwise adhesively affixed to the floor) shall remain upon the
Leased Premises, and at the termination of this Lease shall be surrendered with
the Leased Premises as a part thereof without disturbance, molestation or
injury. However, other trade fixtures and furniture which may be installed in
the Leased Premises prior to or during the term hereof at the cost of tenant may
be removed by Tenant from the Leased Premises upon the termination of this Lease
if, but only if, tenant is not then in default hereunder. Further, Tenant
covenants and agrees, at its own cost and expense, to repair any and all damage
to the Leases Premises resulting from or caused to such removal. In no event
shall Tenant be entitled to remove any heating, ventilating, or air conditioning
equipment, nor shall Tenant be entitled to remove any store front or grate or
related opening and closing mechanisms.

      13. INDEMNITY AND PUBLIC LIABILITY INSURANCE.

      (a) Tenant will defend and (except to the extent caused by the negligence
of Landlord, its agents, servants, and employees) will indemnify Landlord and
save it harmless from and against any and all claims, actions, damages,
liability and expense, (including, but not limited to, attorneys' fees and
disbursements) in connection with the loss of life, personal injury or damage to
property or business arising from, related to, or in connection with the
occupancy or use by Tenant of the Leased Premises or any part of Landlord's
property or the Complex or occasioned wholly or in part by act or omission of
Tenant, its contractors, subcontractors, subtenants, licensees, or
concessionaires, or its or their respective agents, servants, or employees. The
provisions of this paragraph shall survive the termination or earlier expiration
of the term of this Lease. Unless and then solely to the extent such damage is
caused by the negligent acts or omissions of the Landlord, its agents, servants
and employees (in which instance Landlord will indemnify and hold Tenant
harmless from and against losses incurred by Tenant), neither Landlord, its
agents, servants, employees nor contractors shall be liable for, and Tenant
hereby releases them from all claims for, loss of life, personal injury or
damage to property of business sustained by Tenant or any person claiming
through Tenant resulting from any fire, accident, occurrence or condition in or
upon the Complex or any part thereof (including, without limitation, the Leased
Premises), including, but not limited to, such claims for loss of life, personal
injury or damage resulting from (a) any defect in or failure of plumbing,
heating or air conditioning equipment, electrical wiring or installation
thereof, water pipes, stairs, railings or walks; (2) any equipment or
appurtenances being out to repair; (3) the bursting, leaking or running of any
tank washstand, water closet, waste pipe, drain or any other pipe or tank in,
upon or about the Complex- (4) the backing up of any sewer pipe; (5) the escape
of steam or hot water; (6) water, snow or ice being upon or coming through the
roof or any other place upon or near the Leased Premises or the building of
which the same is a part; (7) the failing of any fixture, plaster or stucco; (8)
broken glass; (9) any act or omission of any tenants or other


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<PAGE>

occupants of the Complex; and (10) any act or omission of Landlord, its agents,
servants, and employees whether occurring on, prior to, or subsequent to the
date of this Lease.

      (b) Tenant agrees to maintain in full force during the term hereof a
policy of public liability and property damage insurance under which Landlord
and Tenant are named as insureds, and under which the insureds agree to
indemnify and hold Landlord and those in privity of estate with Landlord
harmless from and against all costs, expense and/or liability arising out of or
based upon any and all claims, accidents, injuries, and damages mentioned in
subparagraph (a) of this paragraph and for which Tenant is responsible. Each
such policy shall be non-cancellable with respect to Landlord without thirty
(30) days' prior written notice to Landlord, and a duplicate original or
certificate thereof shall be delivered to Landlord. Unless higher minimum limits
are set forth in Part A of this Lease, the minimum limits of liability of such
insurance shall be One Million Dollars ($1,000,000) for injury (or death) to any
one person, and Two Million Dollars ($2,000,000) for injury (or death) to more
than one person, and Two Hundred Fifty Thousand Dollars ($250,000) with respect
to damage to property.

      (c) Tenant agrees to use and occupy the Leased Premises and to use such
other portions of the Complex as it is herein given the right to use at its own
risk; and that Landlord shall have no responsibility or liability for any loss
of or damage to fixtures or other personal property of Tenant. The provisions of
this paragraph shall apply during the whole of the term hereof, and in this
event of permission given to Tenant to install fixtures prior to the
commencement of the term shall also apply at all times prior to the commencement
of the term.

      14. LANDLORD'S ACCESS TO PREMISES. (a) Landlord may at all reasonable
times during the term of this Lease, and upon 24 hours written or telephonic
notice, enter to inspect the Leased Premises and/or may show the Leased Premises
to others. At any time within one (1) year immediately preceding the expiration
of the term of this Lease, Landlord shall have the right to display on the
exterior of the Leases Premises (but not so as to unreasonably obstruct the view
thereof for access thereto) the customary "For Rent" sign and during all parts
thereof to prospective tenants between the hours of 9:00 A.M. and 5:00 P.M. on
any business day. Landlord also reserves the right, after notice of intention to
so enter (except that in the event of any emergency, no notice shall be
required), to enter the Leased Premises at any time and from time to time make
such repairs, additions, or alterations as it may deem necessary for the safety,
improvement, or preservation thereof, or of the building in which the Leased
Premises is contained, but Landlord assumes no obligation to do so, and the
performance thereof by Landlord shall not constitute a waiver of Tenant's
default in failing to perform the same. Landlord shall in no event be liable for
any inconvenience, disturbance, loss of business or other damage to Tenant by
reason of the performance by Landlord of any work in, upon, above or under the
Leased Premises. If Tenant shall have vacated or deserted the Leased Premises,
or in the event of any emergency, or if in any other instance after Landlord has
given notice of Landlord's intention to enter Tenant or Tenant's employees shall
not be personally present to permit entry into the Leased Premises, then in any
such event, Landlord or its agents or employees may enter the same by the use of
force or otherwise without rendering Landlord liable therefor, and without in
any manner affecting Tenant's obligations under this Lease. The exercise of any
such reserved right by Landlord shall not be deemed an eviction or disturbance
of Tenant's use and possession of the Lease Premises and shall not render
Landlord liable in any


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<PAGE>

manner to Tenant or to any other person, nor shall the same-constitute any
ground, for an abatement of any rent hereunder.

      15. INSURANCE. (a) Tenant agrees that it shall keep its property,
including, but not limited to, leasehold improvements, fixtures, merchandise and
equipment insured against loss or damage by fire or other casualty with the
usual extended coverage endorsement. It is understood and agreed that Tenant
assumes all risk of damage to its own property arising from any cause whatsoever
(except damage caused by Landlord's negligence) including, without limitation,
loss by theft or otherwise.

      (b) Insofar as and to the extent that the following provisions may be
effective without invalidating or making it impossible to secure insurance
coverage obtainable from responsible insurance companies doing business in the
state (even though an extra premium may result therefrom) Tenant agrees, to the
extent of the insurance coverage only (excepting, however, the deductible on
said policy or policies up to an amount of $1,000) that, with respect to any
property loss suffered by Tenant, except for any such loss which was caused by
Landlord's negligence, Tenant releases Landlord of and from any and all claims
with respect to such loss; and Tenant further agrees that its insurance
companies shall have no right of subrogation against the Landlord on account
thereof.

      (c) Tenant covenants and agrees that it will not do or permit anything to
be done in or upon the Leased Premises or bring in anything or keep anything
therein, which shall increase the rate of insurance on the Complex above, as the
case may be, the standard rate on a shopping center or office building with a
store or office with the uses referenced in this Lease; and Tenant further
agrees that, in the event it shall do any of the foregoing, it will promptly pay
to Landlord on demand any such increase resulting therefrom which shall be due
and payable as additional rent hereunder.

      16. TOTAL OR PARTIAL DESTRUCTION. (a) If the Leased Premises are damaged
by elements or fire or other casualty not due to Tenant's negligence, Landlord
shall repair the damage, but rent shall not be abated unless the premises are
thereby rendered untenantable in whole or part; if rendered untenantable in
part, rent shall be abated in proportion to the part rendered untenantable; if
rendered wholly untenantable, the entire rent shall be abated. If Landlord's
repairs shall not cause the Leased Premises to be rendered tenantable within
sixty (60) days of the date of such occurrence, Tenant shall have the right to
terminate this Lease as of the date of the occurrence, by written notice to
Landlord within sixty (60) days thereafter and in such case the rent shall be
adjusted as of the termination date. In the event that the Leased Premises are
rendered wholly untenantable, Landlord shall have the right to terminate this
Lease as of the date of the occurrence, by written notice to Tenant within sixty
(60) days thereafter and in such case the rent shall be adjusted as of the
termination date, and Landlord need not repair or restore the premises.

      (b) If the Building shall be substantially damaged by the elements, fire,
or other casualty in a manner so as to substantially affect the use of or access
to the Leased Premises, both Landlord and Tenant shall have the right by written
notice to the other party within sixty (60) days after said occurrence, to
terminate this Lease (unless terminated pursuant to the


                                      -10-
<PAGE>

above paragraph) and in such event this Lease shall end as of the date of such
notice and the rent shall be adjusted accordingly.

      17. EMINENT DOMAIN. If all or any material portion of the Leased Premises
shall be taken by condemnation or right of eminent domain, or if access to the
Leased Premises shall be materially restricted thereby, either party, upon
written notice to the other, shall be entitled to terminate this Lease, provided
that such notice is given not later than thirty (30) days after Tenant has been
deprived of possession. Should any part of the Leased Premises, or access
thereto, be so taken or condemned, then Landlord may, and if the remaining
portion of the Leased Premises is not reasonably sufficient for Tenant to
conduct its business, in Tenant's reasonable discretion, then it also may
terminate this Lease in the manner described above. If this Lease is not
terminated, Landlord covenants and agrees promptly after such taking or
condemnation, and the determination of Landlord's award therein, to expend so
much as may be necessary of the net amount which may be awarded to Landlord in
such condemnation proceedings in restoring the Leased Premises to an
architectural unit as nearly like their condition prior to such takings as shall
be practicable. Should the net amount so awarded to Landlord be insufficient to
cover the cost of restoring the Leased Premises as estimated by Landlord,
Landlord may, but shall not be obligated to, supply the amount of such
insufficiency and restore the Leased Premises as above provided, with all
reasonable diligence, or terminate this Lease. Where Tenant has not already
exercised any right of termination accorded to it under the foregoing portion of
this paragraph, Landlord shall notify Tenant of Landlord's election not later
than ninety (90) days after the final determination of the amount of the award.

      (b) Out of any award for any taking of the Leased Premises, in
condemnation proceedings or by right of eminent domain, Landlord shall be
entitled to receive and retain the amounts awarded for the Leased Premises and
for Landlord's business loss. Tenant shall only be entitled to receive and
retain any amounts which may be specifically awarded to it in any such
condemnation proceedings, because of the taking of its trade fixtures, furniture
or furnishings or for any necessary moving expense incidental thereto.

      (c) In the event of any such taking of the Leased Premises, rent or a fair
and just proportion thereof, according to the nature and extent of the damage
sustained shall be suspended and abated.

      18. LANDLORD'S REMEDIES.

      (a) It is covenanted and agreed that if Tenant shall neglect or fail to
perform or observe any of the covenants, terms, provisions or conditions
contained in this Lease and on its part to be performed or observed within
thirty (30) days after written notice of default (except for payment of Base
Rent or other charges, in which case there shall be no notice of default
required or cure period allowed), or if the state hereby created shall be taken
on execution or by other process of law, of if Tenant shall be judicially
declared bankrupt or insolvent according to law, or if any assignment shall be
made of the property of Tenant for the benefit of creditors, or if a receiver,
guardian, conservator, trustee in involuntary bankruptcy or other similar
officer shall be appointed to take charge of all or any substantial part of
Tenant's property by a court of competent jurisdiction, or if a petition shall
be filed for the reorganization of Tenant under any provisions of the Federal
Bankruptcy Code now or hereafter enacted, and such proceeding is not


                                      -11-
<PAGE>

dismissed within sixty (60) days after it is begun, or if Tenant shall file a
petition for such reorganization, arrangement under any provisions of the
Federal Bankruptcy Code now or hereafter enacted and providing a plan for a
debtor to settle, satisfy or extend the time for the payment of debts then, and
in any said cases (notwithstanding any license of any former breach of covenant
or waiver of the benefit hereof or consent in a former instance), Landlord
lawfully may, immediately or at any time thereafter, and without demand or
notice, enter into and upon the Leased Premises or any part thereof in the name
of the whole and repossess the same as of its former estate, and expel Tenant
and those claiming through or under it and remove it or their effects,
(forcibly, if necessary) without being deemed guilty of any manner of trespass,
and without prejudice to any remedies which might otherwise be used for arrears
of rent or preceding breach of covenant, and upon entry as aforesaid, this Lease
shall terminate; and Tenant covenants and agrees, notwithstanding any entry or
reentry by Landlord, whether by summary proceedings, termination, or otherwise
that Tenant shall, as of the date of such termination, immediately be liable for
and pay to Landlord the entire unpaid rental and all other balances due under
this Lease for the remainder of the term.

      (b) Landlord shall in no event be in default in the performance of any of
its obligations hereunder unless and until Landlord shall have failed to perform
such obligations within thirty (30) days of such additional time as is
reasonably required to correct any such default after written notice by Tenant
to Landlord properly specifying wherein Landlord has failed to perform any such
obligation. Notwithstanding the above, however, Landlord agrees to expedite its
response in emergency situations.

      19. COVENANT OF QUIET ENJOYMENT. Tenant, subject to the terms and
provisions of this Lease on payment of the rent and observing, keeping and
performing all of the terms and provisions of this Lease on its part to be
observed, kept and performed, shall lawfully, peaceably and quietly have, hold,
occupy and enjoy the Leased Premises during the term without hindrance or
ejection by any person lawfully claiming under Landlord; but it is understood
and agreed that this covenant and any and all other covenants of Landlord
contained in this Lease shall be binding upon Landlord only with respect to
breaches occurring during Landlord's period of interest hereunder. The provision
contained in the foregoing sentence is not intended to, and shall not, limit any
right that Tenant might not otherwise have to obtain injunctive relief against
Landlord or Landlords' successors in interest, or any other action not involving
the personal liability of Landlord or anyone claiming under Landlord, to respond
in monetary damage from their assets other than their interest in the Complex.
It is further understood and agreed that with respect to any services to be
furnished by Landlord to Tenant, Landlord shall in no event be liable for
failure to furnish the same when prevented from so doing by strike, lockout,
breakdown, accident, order or regulation of or by any governmental authority, or
failure of supply, or inability after the exercise of reasonable diligence to
obtain supplies, parts, or employees necessary to furnish such services, or
because of war or other emergency, or for any cause beyond Landlord's reasonable
control, or for any cause due to any act or neglect of Tenant or its servants,
agents, employees, licensees, or any person claiming by, through or under
Tenant, or any termination for any reason of Landlord's occupancy of the Complex
from which the service is being supplied by Landlord, and in no event shall
Landlord ever be liable to Tenant for any indirect or consequential damages.


                                      -12-
<PAGE>

      20. ESTOPPEL CERTIFICATE - SUBORDINATION - ATTORNMENT - MORTGAGE. (a) At
any time, and from time to time, upon the written request of Landlord or any
mortgagee, Tenant, within twenty (20) days of the date of such written request,
agrees to execute and deliver to Landlord, and/or mortgagee, without charge and
in a form reasonably satisfactory to Landlord, Tenant, and/or mortgagee, a
written statement: (i) ratifying this Lease; (ii) confirming the commencement
and expiration date of the term of this Lease; (iii) certifying that Tenant is
in occupancy of the Leased Premises, and that the Lease is in full force and
effect and has not been modified, assigned, supplemented or amended except by
such writings as shall be stated and agreeing not to amend, modify or cancel
this Lease without mortgagee's written consent; (iv) certifying that all
conditions and agreements under this Lease to be satisfied or performed by
Landlord have been satisfied and performed except as shall be stated; (v)
certifying that Landlord is not in default under the Lease and there are no
defenses or offsets against the enforcement of this Lease by Landlord, or
stating the defaults and/or defenses claimed by Tenants; (vi) reciting the
amount of the advance rent, if any, paid by Tenant and the date to which such
rent has been paid and agrees not to prepay rent more than ten (10) days in
advance; (vii) any other information which Landlord or the mortgagee reasonably
shall require. The failure of Tenant to execute, acknowledge and deliver to
Landlord and/or any mortgagee a statement in accordance with the provision of
this paragraph within the period set forth shall constitute an acknowledgment by
Tenant which may be relied upon by any person holding or intending to acquire
any interest whatsoever in the Leased Premises or the Complex that this Lease
has not been assigned, amended, changed, or modified, is in full force and
effect and that the Base Rent, Tenant's share of increases in Operating Expenses
and Taxes, utility charges, and Percentage Rent, where applicable, have been
duly and fully paid not beyond the respective due dates immediately preceding
the date of the request for such statement and shall constitute as to any
persons entitled to rely on such statements a waiver of any defaults by Landlord
or defenses or offsets against the enforcement of this Lease by Landlord which
may exist prior to the date of the written request, and Landlord, at its option,
may treat such failure as an event of default.

      (b) Tenant agrees that, except as hereinafter provided, this Lease is, and
all of Tenant's rights hereunder are and shall always be, subject and
subordinate to any mortgage, leases of Landlord's property (in sale-leaseback)
pursuant to which Landlord has or shall retain the right of possession of the
Leased premises or security instruments (collectively called "Mortgage") that
now exist, or any hereafter be placed upon the Leased Premises or the Complex or
any part thereof and to all advances made or to be made thereunder and to the
interest thereon, and all renewals, replacements, modifications, consolidations,
or extensions thereof; that if the holder of any such Mortgage ("Mortgagee") or
if the purchaser at any foreclosure sale or at any sale under a power of sale
contained in any Mortgage shall at its sole option so request, Tenant will
attorn to, and recognize such Mortgagee or purchaser, as the case may be, as
Landlord under this Lease for the balance then remaining of the term of this
Lease, subject to all terms of this Lease; and that the aforesaid provisions
shall be self-operative and no further instrument or document shall be necessary
unless required by any such Mortgagee or purchaser. Mortgagee may at any time
subordinate its Mortgage to this Lease, without Tenant's consent, by execution
of a written document subordinating such Mortgage to this Lease to the extent
set forth therein, and thereupon this Lease shall be deemed prior to such
Mortgage to the extent set forth in such written document without regard to
their respective dates of execution, delivery and/or recording and that event,
to the extent set forth in such written document such Mortgagee shall have the
same rights with respect to this Lease as though this Lease has been executed
and a


                                      -13-
<PAGE>

memorandum thereof recorded prior to the execution, delivery and recording of
the Mortgage and as though this Lease had been assigned to such Mortgagee.
Should Landlord or any Mortgagee or purchaser desire confirmation of either
subordination or such attornment, as the case may be, Tenant, upon reasonable
written request, and from time to time, will execute and deliver without charge
and in form satisfactory to Landlord, the Mortgagee or the purchaser all
instruments and/or documents that may be requested to acknowledge such
subordination and/or agreement to attorn, in recordable form. In the event
Tenant unreasonably fails to execute and deliver the instruments and documents
as provided for in this paragraph within the time period set forth, Landlord may
treat such failure as an event of default. Tenant shall immediately advise
Landlord in writing if it deems any request of Landlord or Landlord's Mortgagee
to be unreasonable. In the event that, prior to the commencement of the Lease
term, any proposed institutional holder of a first mortgage on the Leased
Premises or the Building shall demand that this Lease be modified or amended in
any respects (except for those provisions relating to the rental, Lease term or
size of the Leased Premises), and in the event that Tenant shall fail to so
modify or amend this Lease within fifteen (15) days after such demand, the
Landlord may at any time within thirty (30) days thereafter terminate this Lease
by written notice to the Tenant.

      21. SECURITY DEPOSIT. N/A.

      22. ASSIGNMENT OF RENTS. With reference to any assignment by Landlord of
Landlord's interest in this Lease, or the rents payable hereunder, conditional
in nature or otherwise, which assignment is made to the holder of a mortgage on
the Leased Premises, Tenant agrees that the execution thereof by Landlord, and
the acceptance thereof by such holder, shall never by deemed an assumption by
such holder of any of the obligations of Landlord hereunder, unless such holder
shall, by written notice sent to Tenant, specifically otherwise elect.

      23. MECHANIC'S LIENS. Tenant agrees to immediately take steps to discharge
(either by payment or by filing of the necessary bond, or otherwise) any
mechanic's lien, materialmen's lien, and in any event to discharge any lien
within ten (10) days against the Leased Premises and/or Landlord's interest
therein, which liens may arise out of any payment due for or purported to be due
for, any labor, services, materials, supplies, or equipment alleged to have been
furnished to or for Tenant in, upon, or about the Leased Premises.

      24. REAL ESTATE BROKER. Tenant and Landlord warrant and represent to each
other that neither has dealt with a real estate broker in connection with the
consummation of this Lease other than any broker specified in Part A of this
Lease, and in the event of any brokerage claims against Landlord or Tenant
predicated upon dealing with the other, Tenant and Landlord agree to defend the
same and indemnify the other against any claim other than a claim by any
specified broker.

      25. NOTICES. Whenever by the terms of this Lease notice, demand, or other
communication shall or may be given either to Landlord or to Tenant, the same
shall be in writing and shall be sent by registered or certified mail, postage
prepaid, to the respective addresses of Landlord and Tenant indicated in Part A
of this lease.

      After receiving written notice from any person, firm, or other entity,
stating that it holds a mortgage on the Complex, Tenant shall, so long as such
mortgage is outstanding, be required to


                                      -14-
<PAGE>

give such holder the same notices as are required to be given to Landlord under
the terms of this Lease, but such notices may be given by Tenant to Landlord and
such holder concurrently. It is further agreed that such holder shall have the
same opportunity to cure any default, and the same time within which to effect
such curing, as is available to Landlord; and, if necessary to cure such a
default, such holder shall have access to the Complex.

      All notices shall be deemed effective when mailed.

      26. MISCELLANEOUS PROVISIONS. (a) Waiver. Failure on the part of Landlord
or Tenant to complain of any action or non-action on the part of the other, no
matter how long the same may continue, shall never be deemed to be a waiver by
Landlord or Tenant of any of either's rights hereunder. Further, no waiver at
any time of any of the provisions hereof by Landlord or Tenant shall be
construed as a waiver of any of the other provisions hereof, and that a waiver
at any time of any of the provisions hereof shall not be construed as a waiver
at any subsequent time of the same provisions. The consent or approval of
Landlord or Tenant to or of any action by the other requiring Landlord's or
Tenant's consent or approval shall not be deemed to waive or render unnecessary
Landlord's or Tenant's consent or approval to or of any subsequent similar act
by the other. No payment by either party, or acceptance by the other, of a less
amount than shall be due from one to the other shall be treated otherwise than
as a payment on account. The acceptance by either Landlord or Tenant of a check
for a lesser amount with an endorsement or statement thereon, upon any letter
accompanying such check, that such lesser amount is payment in full, shall be no
effect, and Landlord or Tenant may accept such check without prejudice to any
other rights or remedies which Landlord or Tenant may have against the other.

      (b) Invalidity of Particular Provisions. If any term or provision of this
Lease, or the application thereof to any person or circumstance shall, to any
extent, be invalid or unenforceable, the remainder of this Lease, or the
application of such term or provision to persons or circumstance 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.

      (c) Governing Law. This Lease shall be governed exclusively by the
provisions hereof and by the laws of the state in which the Building is located.

      (d) Recording. Tenant agrees not to record this Lease, but each party
hereto agrees, on request of the other, to execute a Memorandum of Lease in
recordable form and satisfactory to Landlord's attorney. In no event shall such
memorandum set forth the rental or other charges payable by Tenant under this
Lease any such memorandum shall expressly state that it is executed pursuant to
the provision contained in this Lease, and is not intended to vary the terms and
conditions hereof.

      (e) Paragraph Headings. The paragraph headings throughout this instrument
are meant for convenience and reference only, and the words contained therein
shall in no way be held to explain, modify, amplify, or aid in the
interpretation, construction or meaning of the provisions of this Lease.


                                      -15-
<PAGE>

      (f) Tenant Defined - Use of Pronoun. The word "Tenant" shall be deemed and
taken to mean each and every person or party mentioned as a Tenant herein, be
the same one or more; and if there shall be more than one Tenant, any notice
required or permitted by the terms of this Lease may be given by or to any one
thereof, and shall have the same force and effect as if given by or to all
thereof. The use of the neuter singular pronoun to refer to Landlord or Tenant
shall be deemed a proper reference even though Landlord or Tenant may be an
individual, a partnership, a corporation, or a group of two or more individuals
or corporations. The necessary grammatical changes required to make the
provisions of this Lease apply in the plural number where there is more than one
Landlord or Tenant and to either corporations, associations, partnerships, or
individual, males or females, shall in all instances be assumed as though in
each case fully expressed.

      (g) Additional Rights. In the event it shall become necessary for Landlord
to bring suit in order to collect the rent aforesaid or for either party or to
enforce any other provision of this Lease on the part of the other to be
performed, such party (upon obtaining a court judgement from a court of
competent jurisdiction) shall be entitled to collect reasonable legal fees from
the other in connection with the aforesaid enforcement proceedings.

      (h) Performance of Tenant's Covenants. Landlord and Tenant covenant and
agree that each will perform all agreements and observe all covenants herein
expressed on its part to be performed and observed and that each will promptly
comply with such notices from the other. If Tenant shall not comply with any
such notice to the satisfaction of Landlord prior to the date on which such
noncompliance would constitute an event of default, in addition to, and not in
lieu or limitation of any other remedy which may have pursuant to this Lease, at
law or in equity, Landlord may, but shall not be obligated to, enter upon the
Lease Premises and do the things specified in said notice. Landlord shall have
no liability to Tenant for any loss or demand, as additional rent, any expense
incurred by Landlord in taking such action. Notwithstanding the foregoing,
Landlord's performance of any or all of Tenant's covenants shall not release
Tenant from liability for nonperformance.

      (i) Interpretation. Whenever in this Lease provision is made for the doing
of any act by any party, it is understood and agreed that said act shall be done
by such party at its own cost and expense, unless a contrary intent is
expressed.

      27. EFFECTIVENESS OF LEASE, ETC. This Lease and any amendment,
modification or waiver of the provisions hereof shall not be binding upon or
effective with respect to Landlord until the same is executed by (1) one of the
President, Vice President, or the Controller of the Landlord, and (2) Landlord's
Mortgagee if Landlord's Mortgagee so requires. All negotiations, considerations,
representations, and understandings between Landlord and Tenant are incorporated
herein. No act or omission of any employee or agent of Landlord shall alter,
change or modify any of the provisions hereof. All rights, obligations and
liabilities herein given to, or imposed upon, the respective parties hereto
shall extend to and bind the several respective heirs, executors,
administrators, trustees, receivers, legal representatives, 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, legal
representative, trustee, receiver, legatee or other


                                      -16-
<PAGE>

personal representative or Tenant unless the assignment to such party has been
approved by Landlord in writing as provided in this Lease.

      28. RULES AND REGULATIONS. (a) The sidewalk, entrances, passages, courts,
vestibules, corridors, or halls shall not be obstructed or encumbered by any
Tenant.

      (b) No awnings or other projections shall be attached to the outside walls
of the building without the prior written consent of the Landlord. No curtains,
blinds, shades or screens shall be attached to or hung in, or used in connection
with, any window or door of the Leased Premises, without prior written consent
of the Landlord.

      (c) The sashes, sash doors, skylights, windows, and doors that reflect or
admit light and air into the halls, passageways or other public places in the
Building shall not be covered or obstructed by any Tenant, nor shall any
bottles, parcels or other articles be placed on the windowsills.

      (d) No show cases, sales tables, merchandise displays, signs, or other
articles shall be put in front of or affixed to any part of the exterior of the
building, not placed in the halls, common passageways, corridors, or vestibules
without the prior written consent of the Landlord.

      (e) The water and wash closets and other plumbing fixtures, if any, shall
not be used for any purposes other than those for which they were constructed,
and no sweepings, rubbish, rags or other substances shall be thrown therein. All
damages resulting from misuse of the fixtures shall be borne by the Tenant who,
or whose servants, employees, agents, visitors or licensees shall have caused
the same.

      (f) No Tenant shall mark, paint, drill into, or in any way deface any part
of the Leased Premises or the Building of which they form a part. Except for the
placement of normal wall hangings, no boring, cutting or stringing of wires
shall be permitted, except with the prior written consent of the Landlord, and
as the Landlord may direct.

      (g) No Tenant, nor any of Tenant's servants, employees, agents, visitors,
licensees, shall at any time bring or keep upon the Leased Premises any
inflammable, combustible or explosive fluid, chemical, or substance.

      (h) In the event of any emergency, as deemed by the Landlord in its
reasonable discretion, Landlord, its agents, servants or employees may break
into the Leased Premises, using such force as is deemed necessary, and the
Tenant shall, at its sole cost and expense, restore the Leased Premises to the
condition it was prior to such emergency action. Further, Tenant will indemnify
and hold Landlord harmless from any claim, action, cause of action or suit
(including Landlord's reasonable attorney's fees) and costs against Landlord
arising from any claimed loss by any person or party in whole or in part, as a
result of Landlord's break into the Leased Premises. Each Tenant must, upon the
termination of this tenancy, restore to the Landlord all keys of stores, offices
and toilet rooms, either furnished to, or otherwise procured by, such Tenant,
and in the event of the loss of any keys so furnished, such Tenant shall pay to
the Landlord the cost thereof, and in the event safes, closets or other lockable
permanent fixtures are installed in the premises, give all keys or combinations
thereof to the Landlord.


                                      -17-
<PAGE>

      (i) Landlord shall have the right to prohibit any advertising by any
Tenant which, in Landlord's opinion, tends to impair the reputation of the
Building or its desirability as a building for retail sales or office space as
the case may be, and upon written notice from Landlord, Tenant shall refrain
from or discontinue such advertising.

      (j) The premises shall not be used for lodging or sleeping or for any
immoral or illegal purpose.

      (k) Requests of each Tenant will be attended to only upon written
application to the Landlord or its agent. Landlord's employees shall not perform
any work or do anything outside of the regular duties, unless under special
instructions from the office of the Landlord of its agent.

      (l) Canvassing, soliciting, and peddling in the building is prohibited and
each Tenant shall cooperate to prevent the same.

      (m) There shall not be used in any space, or in the public halls of the
Building, either by any Tenant or by jobbers or others, in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber
tires.

      (n) Landlord shall not be responsible to Tenant hereunder for the
nonobservance or violation of any of these Rules and Regulations by any other
Tenants.

      (o) Tenant shall not place a load upon any floor of the premises exceeding
the floor load capacity per square foot of area which such floor was designed to
carry and which is allowed by law. Proper placement of all such loads in the
premises shall be Tenant's responsibility. Landlord reserves the right to
prescribe the weight and position of all business machines and mechanical
equipment, including safes, which shall be placed so as to distribute the
weight. Business machines and mechanical equipment shall be placed and
maintained by Tenant at Tenant's expense in setting sufficient in Landlord's
judgement to absorb and prevent vibration, noise and annoyance. Tenant shall not
move any safe, heavy machinery, heavy equipment, freight, bulky matter, or
fixtures into or out of the Building without Landlord's prior written consent.
If such safe, machinery, equipment, freight, bulky matter or fixtures requires
special handling, Tenant agrees to employ only persons holding an appropriate
license to do said work, and that all work in connection therewith shall comply
with applicable laws and regulations. Any such moving shall be at the sole risk
and hazard of Tenant and Tenant will defend, indemnify, and save Landlord
harmless against and from any liability, loss, injury claim or suit resulting
directly or indirectly from such moving.

      29. CONFIDENTIALITY OF LEASE. Tenant acknowledges and agrees that the
terms of this Lease are confidential and constitute proprietary information of
Landlord and Tenant. Disclosure of the terms hereof could adversely affect the
ability of Landlord to negotiate other Leases with respect to the building and
impair Landlord's relationship with other tenants of the building. Except as
required by law or by regulatory agencies having jurisdiction over Tenant,
Tenant agrees that it, and its partner, officers, directors, employees and
attorneys shall not disclose the terms and conditions of this Lease to any other
person without the prior written consent of Landlord.


                                      -18-
<PAGE>

      30. SURRENDER OF PREMISES. Tenant agrees that on the last day of the term
of this Lease, or in the event this lease is otherwise terminated, on such
termination date, it will peaceably and quietly leave and surrender the entire
Premises in as good condition as on the first day of the term of this Lease,
ordinary wear and tear excepted.

      If Tenant holds over after the expiration or earlier termination of the
term hereof without the express written consent of Landlord, Tenant shall become
a Tenant at sufferance only, at 150% of the annual rent in effect upon the date
of such expiration and otherwise upon the terms, covenants and conditions herein
specified so far as applicable. Acceptance by Landlord of rent after such
expiration or earlier termination shall not constitute an acceptance of Tenant's
holdover hereunder or result in renewal. The foregoing provisions of this
paragraph are in addition to and do not affect Landlord's right of re-entry, or
ejectment, of unlawful detainer, of damages, and other rights of Landlord
hereunder or as otherwise provided by law.

      WITNESS the execution hereof by the parties hereto duly authorized, under
seal, in any number of counterpart copies, each of which counterpart copies
shall be deemed an original for all purposes, as of the day and year first above
written.

WITNESS:                                  LANDLORD:  Executive Tower, Inc.

By: /s/ Marti Fruel                       By: /s/ [signature illegible]
    -------------------------------           ----------------------------------

Name: Marti Fruel                         Title: President
      -----------------------------              -------------------------------

                                          TENANT: Critical Care Systems, Inc.

By: /s/ Robin Miner                       By: /s/ Paul F. McConnell
    -------------------------------           ----------------------------------

Name: Robin Miner                         Title: Vice President
      -----------------------------              -------------------------------


                                      -19-
<PAGE>

                                    GUARANTY

      For value receive, and in consideration for, and as an inducement to
Landlord to enter into this Lease with Tenant, the undersigned does (do) hereby
(jointly and severally) unconditionally guarantee to Landlord the complete and
due performance of each and every agreement, covenant, term and condition of the
Lease to be performed by Tenant, including, without limitation, the payment of
all sums of money stated in the Lease to be payable by Tenant.

                                             Critical Care of America, Inc.

Date: 6-10-91                                /s/ Russ Fichera
      -------                                -----------------------------------
                                             Guarantor

Witness: /s/ Robin Miner                     50 Washington Street
         ----------------------------        Westborough, MA 01581
                                             -----------------------------------
                                             Address
Date:
      ----------------------                 -----------------------------------
                                             Guarantor
Witness:
         ----------------------------        -----------------------------------
                                             Address


                                      -20-
<PAGE>

                                   EXHIBIT "A"

                          [FLOOR PLAN OF LEASED SPACE]


                                      -21-
<PAGE>

                                     RIDER A

If Landlord's repairs shall not cause the Leased Premises to be rendered
tenantable within sixty (60) days of the date of such occurrence, Tenant shall
have the right to terminate this Lease as of the date of the occurrence, by
written notice to Landlord within sixty (60) days thereafter and in such case
the rent shall be adjusted as of the termination date. In the event that the
Leased Premises are rendered wholly untenantable,


                                      -22-
<PAGE>

                                   EXHIBIT "C"

                             PLAN OF LANDLORD'S WORK

See Exhibit "A" and Executive Tower/Critical Care Plans drawn by Stibbler
Associates, Inc. identified as:

      ID1-1 - Partition Plan
      ID1-2 - Finisher Plan
      ID1-3 - Reflective Ceiling Plan
      ID1-4 - Elevations

which are part of this Exhibit "C"


                                      -23-
<PAGE>

                                   EXHIBIT "D"

                              PLAN OF TENANT'S WORK

                                      N/A.


                                      -24-
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                                  EXHIBIT "A1"

                                  FIRST REFUSAL

      Until six months prior to the expiration of this Lease or any extension
negotiated via this Exhibit "Al", Tenant shall have a right of First Refusal on
the space shaded in green on EXHIBIT "A" of this Lease under the following terms
and conditions:

      1.    Landlord or its Agent will notify Tenant in writing that a
            prospective tenant desires to rent said space in writing to Tenant's
            local manager.

      2.    Tenant shall have five (5) business days after being notified as
            specified in paragraph 1 above, to notify Landlord or its Agent if
            it desires to exercise its Right of First Refusal, or Landlord will
            be free to rent the space to its prospective tenant.

      3.    If Tenant exercises this right of First Refusal, the term of the
            space will run concurrently with the term of the Leased Premises.
            The rent will be according to the lease year exercised according to
            the table of rates listed below:

            Year 1:      $12.00 per rentable sf
            Year 2:      $12.60 per rentable sf
            Year 3:      $13.23 per rentable sf
            Year 4:      $13.89 per rentable sf
            Year 5:      $14.59 per rentable sf

      4.    If any additional space is taken after the third lease year,
            Landlord and Tenant will negotiate a lease extension so that there
            will remain a minimum of 3 years left on the Lease Term.

      5.    Landlord will fit-up the additional space at its expense using the
            same fit-up specifications used for the original "Premises."


                                      -25-
<PAGE>

                                  EXHIBIT "A3"

                                    Free Rent

Tenant will be granted two months free rent, months one and two of the first
lease year of this Lease.


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                                  EXHIBIT "A2"

                               Option to Terminate

Tenant shall have a one time right to terminate this Lease.

If Tenant exercises this option, it will give Landlord 90 days notice prior to
the end of the 3rd lease year.

Landlord will then bill Tenant its unamortized fit-up costs including the fit-up
cost of any additional space taken by Tenant which amount Tenant will pay to
Landlord within 30 days.

Landlord will also bill Tenant for one month current rental cost in addition
which Tenant will pay to Landlord within 30 days.


                                      -27-
<PAGE>

                                  EXHIBIT "A4"

                                   HVAC Credit

Throughout the term of this Lease Landlord will credit Tenant with $.50 per
square foot leased, including space leased pursuant to any options or extensions
of this Lease) per period billed during each year. Example of billing/credit
below:

           Electricity xx/xx/91 through xx/xx/91   =    $xx
           Credit Per Lease Agreement ($.50 PSF)   =    (xx)
           Net Due for Electricity for Period      =    $xx


                                      -28-