<PAGE>

                                                                    Exhibit 10.5

                                                                October 31, 2000

                                 LEASE AGREEMENT

                       TVCM, Inc./Goldberg Brothers Trust

                 40 Eastern Avenue, Malden, Massachusetts 02148

      This Lease, made this 31 day of October, 2000 by and between the Trustees
of the Goldberg Brothers Trust, a Massachusetts Nominee Trust created pursuant
to a Declaration of Trust dated June 9, 1982, whose current business address is
10 Rantoul Street, Beverly Massachusetts, 01915, ("Landlord") and TVCM, Inc., a
Delaware Corporation, whose current business address is 40 Eastern Avenue,
Malden, Massachusetts, 02148-9104, ("Tenant") shall bind and inure to the
benefit of their respective representatives, successors and assigns.

      Tenant hereby attests, warrants and affirms that Bruce A. Cerullo as
President thereof has the authority to execute this Lease on behalf of Tenant
and bind Tenant to the terms hereof.

      Landlord hereby attest, warrant and affirm that Richard B. Goldberg,
Robert L. Goldberg, Steven J. Goldberg and William H. Goldberg, as Co-Trustees
have the authority to execute this Lease on behalf of Landlord and bind Landlord
to the terms hereof.

1.    PREMISES

      In consideration of the rent to be paid by Tenant, Landlord hereby does
let, lease and demise unto Tenant 27,812 +/- square feet of commercial space,
("the Leased Premises") situated within the building addressed 30-40 Eastern
Avenue, Malden, Massachusetts, 02148, (the "Building") together with the right
to use in common with others entitled thereto, the Building's common utility
pipes, utility service connections, area entrances and exits, and access ways
for the purpose of providing utility and other services and access to and from
the Leased Premises, providing such uses do not unreasonably interfere with
other tenants' normal business operations.

      The Leased Premises are specifically identified with type of use permitted
hereby with respect to each unit and useable square footage as follows:

             Unit        Square footage
             F-101       1,656 +/- Sq. Ft.      Office use
             F-103       1,350 +/- Sq. Ft.      Office use
             F-104       3,301 +/- Sq. Ft.      Office use
             S-201       10,051 +/- Sq. Ft.     Office use
             T-301       10,051 +/-  Sq. Ft     Office use
             B-101       1,200 +/- Sq. Ft.      Storage use
             BB-101      203 +/- Sq. Ft.        Storage use

      Tenant's total useable office area is 26,409 +/- Square Feet.
      Tenant's total useable storage area is 1,403 +/- Square Feet.
<PAGE>

      Tenant's useable square footage was determined by measuring to the
centerline of all of Tenant's exterior and perimeter walls and includes Tenant's
proportional share of the common areas of the Building.

2.    TERM AND BASE RENT

      NOTWITHSTANDING ANYTHING IN THIS LEASE TO THE CONTRARY, TENANT SHALL BE
BOUND AND OBLIGATED PURSUANT TO THE TERMS, CONDITIONS AND RENTAL OBLIGATIONS OF
THE EXISTING LEASES BETWEEN LANDLORD AND TENANT DATED OCTOBER 13, 1995 AND APRIL
14, 1998 THROUGH JANUARY 31ST 2001, WITHOUT LIMITATION, TENANT'S EXISTING
OVERAGE OBLIGATIONS THROUGH JANUARY 31ST 2001 SHALL SURVIVE THE COMMENCEMENT
DATE OF THIS LEASE. SUCH LEASES SHALL BE DEEMED TO TERMINATE ON JANUARY 31ST,
2001.

      Tenant covenants and agrees to pay rent to Landlord at Landlord's mailing
address (Goldberg Brothers Trust, 10 Rantoul Street, Beverly, Massachusetts,
01915) or to such person or entity at such other address as Landlord may from
time to time direct in writing. All monetary payments to Landlord are to be
made payable to the Goldberg Brothers Trust.

      Tenant's lease term is for the period commencing September 12th 2000 and
expiring June 30th 2005 (the "Lease Term").

      It is expressly understood and agreed the following schedule identifies
rental suites, annual base rental rates (as herein provided, through January 31,
2005, or for storage space, through June 30, 2005), square footage, lease
commencement dates and lease expiration dates and shall govern Tenant's lease
obligations.

Lease                            Commencement   Lease
Unit        Square footage       Date           Exp. Date   Rent PSF
F-101 (a)   1,656 Sq. Ft.        09/12/00       06/30/05    $15.45 PSF
F-103 (b)   1,350 Sq. Ft.        01/01/01       06/30/05    $15.45 PSF
F-104       3,301 Sq. Ft.        02/01/01       06/30/05    $15.45 PSF
T-301       10,051 Sq. Ft.       02/01/01       06/30/05    $15.45 PSF
S-201       10,051 Sq. Ft.       02/01/01       06/30/05    $15.45 PSF
B-101       1,200 Sq. Ft.        02/01/01       06/30/05    $6.41 PSF
BB-101      203 Sq. Ft.          02/01/01       06/30/05    $6.41 PSF

      (a)   Tenant shall be renting F-101 as of September 12th 2000.

            Pursuant to the terms of this Lease, Landlord at Landlord's expense
            shall install new carpet, and cove base and paint all existing
            previously painted surfaces within this (F-101) office suite.

            All other work to prepare this (F-101) office suite for Tenant shall
            be at Tenant's expense.

      (b)   Tenant shall be renting F-103 as of January 1st 2001.


                                       2
<PAGE>

      Suite F-103 is currently occupied by Wholesale Printing. Wholesale
Printing has provided Landlord written notice that Wholesale Printing shall
vacate F-103 as of September 30th 2000.

      If Wholesale Printing fails to vacate on or before September 30th 2000,
Landlord shall immediately take all reasonable steps in a continuous fashion to
legally evict Wholesale Printing from Suite F-103. Tenant understands and agrees
this may cause a delay in leasing Suite F-103 to Tenant.

      Pursuant to the terms of this Lease, Landlord at Landlord's expense shall
install new carpet, and cove base and paint all existing previously painted
surfaces within this (F-103) office Suite. Additionally Landlord at Landlord's
expense shall open a portion of the wall separating F-101 and F-103 and patch
and repair such opening if requested by Tenant at the commencement of Tenant's
occupancy of F-103.

      All other work to prepare this (F-103) office suite for Tenant shall be at
Tenant's expense.

      Landlord shall require a minimum of one month to complete Landlord's work
and anticipated Tenant work requirements for this office suite (F-103). All work
by Landlord shall be completed in a good and workmanlike manner.

      Accordingly, Tenant shall provide Landlord plans of Tenant's work
requirements for F-103 (Wholesale Printing) on or before December 1st 2000.

      Landlord agrees if Tenant provides to Landlord Tenant's build-out
requirements on or before December 1st 2000, and if Landlord has not reasonably
completed this work on or before December 31st 2000, then Tenant's rental
obligations for this suite F-103 shall not commence until the date Landlord has
substantially completed Tenant's work for this suite F-103. "Substantially
completed" as used herein shall mean completion to a state reasonably usable by
Tenant with exception for minor "punch list" items which Landlord shall complete
within thirty (30) days after Tenant's notice thereof.

      Tenant agrees, if Tenant does not provide to Landlord Tenant's build-out
requirements on or before December 1st 2000, and such failure is the primary
cause preventing Landlord from completing Tenant's build-out requirements on or
before December 31st 2000, Tenant's rental obligations for this office suite
F-103 shall still commence January 1st 2001.

      Landlord agrees, if Landlord has not substantially completed Tenant's
build-out specifications within a one month period from the date of receiving
Tenant's complete build-out specifications, then Tenant's rental obligations
shall be suspended until Landlord has substantially completed Tenant's requested
build-out improvements.

      For the period from commencement of the Lease Term with respect to each of
the following suites through January 31, 2005, (or as applicable, June 30, 2005)
Tenant shall pay to


                                       3
<PAGE>

Landlord a minimum Base Rent of One Million Six Hundred Eighty-Three Thousand
Four Hundred Forty-Three Dollars and Eighteen Cents ($1,683,443.18) in United
States Currency as follows:

<TABLE>
<CAPTION>
                                                                  Total             Monthly
Unit        Square footage    Rent PSF      Lease Term            Lease Rent        Rent
                                                                  (*Through 1/31/05 ONLY)
<S>         <C>               <C>           <C>                   <C>               <C>
F-101       1,656 Sq. Ft      $15.45 PSF    09/12/00 - 06/30/05   $112,219.53*      $ 2,132.10*
F-103       1,350 Sq. Ft      $15.45 PSF    01/01/01 - 06/30/05   $ 85,168.37*      $ 1,738.13*
F-104       3,301 Sq. Ft      $15.45 PSF    02/01/01 - 06/30/05   $204,001.92*      $ 4,250.04*
T-301       10,051 Sq. Ft     $15.45 PSF    02/01/01 - 06/30/05   $621,151.68*      $12,940.66*
S-201       10,051 Sq. Ft     $15.45 PSF    02/01/01 - 06/30/05   $621,151.68*      $12,940.66*
B-101       1,200 Sq. Ft      $6.41 PSF     02/01/01 - 06/30/05   $ 33,998.44       $   641.48
BB-101      203 Sq. Ft        $6.41 PSF     02/01/01 - 06/30/05   $  5,751.56       $   108.52
                                                  Totals        $1,683,443.18       $34,751.59
</TABLE>

      From and after February 1, 2005 and until June 30, 2005, Base Rent for
Suites F-101, F-103, F-104, T-301, and S-201 shall be at the annual rate(s) of
the lesser of (a) "Current Market Rent" for the given suite as hereinafter
defined and determined, and (b) $18.50 PSF, but in no event at a rate less than
$15.45 PSF.

      Tenant's Base Rent obligation pursuant to this Lease shall be payable in
monthly installments as follows (the "Base Rent"):

                                         Monthly             Total
Monthly                Total Period      Payment             Payment
09/12/00 - 09/30/00    19 days           $1,350.33           $1,350.33
10/01/00 - 12/31/00    3 months          $2,132.10           $6,396.30
01/01/01 - 01/31/01    1 month           $3,870.23           $3,870.23
02/01/00 - 12/31/01    11 months         $34,751.59          $382,267.49
01/01/02 - 12/31/02    12 months         $34,751.59          $417,019.08
01/01/03 - 12/31/03    12 months         $34,751.59          $417,019.08
01/01/04 - 12/31/04    12 months         $34,751.59          $417,019.08
01/01/05 - 01/31/05    1 month           $34,751.59          $34,751.59
02/01/05 - 06/30/05    5 months       "$Market" & 750.00    "$Market" &3,750.00

                           Total: $1,683,443.18 & "Market" Rent 2/1/05 - 6/30/05

      All Base Rent shall be due on the first day of each month in advance. If
this Lease shall commence on any day other than the first day of the month, then
that month's Base Rent shall be pro-rated so all future monthly rents shall be
due on the first of the month.

      In addition to the above Base Rent Tenant covenants and agrees to pay to
Landlord all other sums and additional rents that may become due as set forth in
this Lease or our existing October 13th 1995 and April 14th 1998 leases up
through January 31st 2001, including overage provisions as applicable.

      Tenant shall immediately pay to Landlord a penalty of One Hundred
($100.00) Dollars each time that Tenant issues and delivers to Landlord a check
or draft that is not honored for any reason or returned for insufficient funds
by Tenant's financial institution. If Tenant does not pay this penalty and
replace such "bounced check" within ten (10) days of written notification from


                                       4
<PAGE>

Landlord then such inaction by Tenant shall be considered a material breach of
this Lease which may result in its early termination.

      Should Landlord not receive Tenant's monthly rental payment "in hand" on
or before the 10th day of the month, then Tenant shall pay to Landlord as
additional rent, a late penalty fee equal to five percent (5.00%) of the
outstanding rent owed for that rental period. If Tenant does not pay this late
fee and past due rent within ten (10) days of written notification from
Landlord, such inaction by Tenant shall be considered a material breach of this
Lease which may result in its early termination.

2.1   FIRST RIGHT TO LEASE ADDITIONAL SPACE

      Tenant shall have the "First Right" to lease the following commercial
spaces within 30-40 Eastern Avenue, Malden.

First Floor

                                     Lease       Option    Option     Tenant
         Current            Lease    exp.        notice    term       Rental
Unit #   Tenant             Sq. Ft   date        deadline  exp. date  Rate
F-102    Harbor Tech        2,650    04/30/2002  None      N/A        $15.45 psf
F-104a   Software Sol.      1,200    06/30/2001  None      N/A        $15.45 psf
F-105    Health Quarter     1,800    03/31/2006  None      N/A        $15.45 psf
Total poss. Office SF 5,650

      Tenant shall notify Landlord not later than six (6) months prior to each
of the lease expiration dates listed above whether Tenant shall lease the
relevant commercial space. In the event that Tenant fails to so notify Landlord
thereof not less than six (6) months in advance, as set forth above, Landlord
shall, prior to leasing such space to any third party, notify Tenant of such
proposed lease to a third party, whereupon, Tenant shall have five (5) business
days to exercise Tenant's option to lease such space, or such option shall
become null, void and of no further effect. If Tenant notifies Landlord that
Tenant exercises Tenant's option, Landlord shall lease such space to Tenant as
herein provided. For all spaces Tenant leases under this Section 2.1 the lease
termination date shall be June 30th 2005.

2.2   OPTION TO EXTEND LEASE TERM

      Tenant shall have the right to extend the Lease Term with respect to all
space leased hereunder for one (1) additional five (5) year term (the "Option
Period") provided Tenant meets and adheres to the following conditions:

            A. Tenant sends and Landlord receives "in hand" on or before 5:00 PM
June 30th 2004 written notice via certified mail, return receipt requested or by
nationally-recognized night delivery service providing a receipt for delivery a
notice evidencing Tenant's intent to exercise Tenant's right to extend the Lease
Term for the Option Period.

            B. At the time of exercising this option, Tenant must be in
conformance and in good standing in all material respects with Tenant's
obligations and conditions under this Lease.


                                       5
<PAGE>

Monetary arrearage in excess of fifteen (15) days by Tenant, shall constitute a
material breach of this Lease and prevent Tenant from exercising this right of
lease extension.

            C. During the Option Period, all terms, covenants, conditions and
provisions of this Lease shall remain in full effect and force except Tenant's
Base Rent during the first year of this Option Period shall be the higher of the
following: (a) Tenant's prior year annual Base Rent; and (b) Current Market
Rent. Determination of Current Market Rent for the last five months of the Lease
Term, with respect to Suites F-101, F-103, F-104, S-201, and T-301, and, if
applicable, the initial year of Tenant's Option Period shall be as follows:

      The phrase "Current Market Rent" shall mean the rental and all other
monetary payments and escalations that Landlord could obtain from a third party
desiring to lease space in the Malden commercial market as of July 1, 2005,
taking into account the type of building, the size, use, location, floor levels
and then condition of the demised premises, the quality of construction of the
building and of the demised premises, the services provided under the terms of
the proposed lease, including without limitation any special rights thereunder,
the rental then being attained for new leases of space comparable to the demised
premises in the Malden commercial market and all other factors that would be
relevant to a third party desiring to lease the demised premises; provided
however that no reduction, deduction or allowance for the construction of lessee
improvements shall be taken into account in determining Current Market Rent.
Upon Tenant's election to extend the Lease Term, or if Tenant elects not to
extend the Lease Term as herein provided, on or before July 31st 2004, Landlord
may, at its election, initially designate "Current Market Rent" by written
notice to Tenant, accompanied by data to support such designation (the
"Designation"). If Tenant disagrees with the Designation, Tenant shall notify
Landlord within fifteen (15) days after such Designation, of such disagreement
in writing; otherwise Tenant shall conclusively be deemed to have agreed to the
Designation.

      In the event that the parties hereto disagree as to the Current Market
Rent, each party shall, within thirty (30) days after the date of such notice by
Tenant, appoint an appraiser. Each appraiser so appointed shall be instructed to
determine independently the Current Market Rent. If the difference between the
amounts so determined by such appraisers does not exceed ten percent (10%) of
the lesser of such amounts, then the Current Market Rent shall be equal to fifty
percent (50%) of the combined total of the amounts so determined. If the
difference between the amounts so determined exceeds ten percent (10%) of the
lesser of such amounts, then such two (2) appraisers shall have ten (10) days
thereafter to appoint a third appraiser, but if such appraisers fail to do so
within such ten (10) day period, then either Landlord or Tenant may request the
American Arbitration Association or any successor organization thereto to
appoint an appraiser within ten (10) days of such request, and both Landlord and
Tenant shall be bound by any appointment so made within such ten (10) day
period. If no such appraiser shall have been appointed within such ten (10)
days, either Landlord or Tenant may apply to any court having jurisdiction to
have such appointment made by such court. Any appraiser appointed by the
original appraiser, by the American Arbitration Association or by such court
shall be instructed to determine the Current Market Rent in accordance with the
definition of such term contained herein within twenty (20) days after its
appointment. If the third appraisal shall exceed the higher of the first two (2)
appraisals, the Current Market Rent shall be the higher of the first two (2)
appraisals; if the third appraisal is less than the lower of the first two (2)
appraisals, the


                                       6
<PAGE>

Current market rent shall be the lower of the first two (2) appraisals. In all
other cases, the Current Market Rent shall be equal to the third appraisal. All
such determinations of the Current Market Rent shall be final and binding upon
Landlord and Tenant as the Current Market Rent for the applicable effective
date. Notwithstanding the foregoing, if either party shall fail to appoint its
appraiser within the thirty (30) day period specified above (such party being
referred to herein as the "failing party"), the other party may serve notice on
the failing party requiring the failing party to appoint its appraiser within
ten (10) days of the giving of such notice. If the failing party shall not
respond by appointment of its appraiser within such ten (10) day period, then
the appraiser appointed by the other party shall be the sole appraiser whose
determination of the Current Market Rent shall be binding and conclusive upon
Landlord and Tenant. This provision for determination by appraisal shall be
specifically enforceable to the extent such remedy is available under applicable
law, and any determination hereunder shall be final and binding upon the parties
except as otherwise provided by applicable law. Each party shall pay for the
fees and expenses of the appraiser appointed by it, but the fees and expenses of
any third appraiser shall be shared equally by the parties. All appraisers
appointed hereunder shall be MAI appraisers, so-called.

      For each additional year in the Option Period, Tenant's annual rental rate
shall be calculated by adding (a) Tenant's base rental rate for the immediately
preceding year, and (b) the percentage increase in the Consumer Price Index
(CPI) [or similar Governmental measurement should this index no longer be
published] for the prior twelve month period multiplied by Tenant's base rental
rate for the immediately preceding year. It being understood at no time would
Tenant's rental rate decrease from the prior year.

      For clarification purposes, the specific "CPI" index is the Consumer Price
Index for all Urban Consumers, Boston, Massachusetts Consolidated Metropolitan
District; All Items as published by the Bureau of Labor Statistics of the United
States Department of Labor.

3.    HOLD-OVER BY TENANT

      In the event that Tenant fails to deliver up the Leased Premises to
Landlord at the end of the Lease Term in accordance with the terms hereof,
Tenant shall be liable to Landlord for all of following, without set-off or
reduction in any manner:

            A.    All of Landlord's actual damages resulting from such
                  hold-over;

            B.    A penalty equal to One and one-half (1 1/2) times Tenant's
                  then daily calculated rental rate per day for each day, or
                  portion of a day, after the date on which this Lease
                  terminates during which Tenant or its employees or agents
                  occupies any portion of the Leased Premises. Tenant shall be
                  deemed to occupy the Leased Premises under either of the
                  following circumstances: (1) the presence in the Leased
                  Premises of Tenant or Tenant's employees or agents, (2) the
                  material presence in the Leased Premises or portions thereof
                  of furniture or equipment belonging to Tenant or its employees
                  or agents,


                                       7
<PAGE>

            C.    Any additional relief awarded to Landlord in any judicial
                  proceeding regarding this Lease or Tenant's occupation of the
                  Leased Premises.

4.    REAL ESTATE TAXES

      Tenant agrees to pay to Landlord within thirty (30) days of receipt of
notice thereof SEVENTY TWO AND FORTY FOUR Hundredths percent (72.44%) of any
increase in the real estate taxes over Base Real Estate Taxes for the property
addressed 30-40 Eastern Avenue, Malden, Massachusetts, 02148 (the "Property").
Landlord warrants and represents that the Leased Premises contain no less than
SEVENTY TWO AND FORTY FOUR Hundredths (72.44%) percent of the total square
footage of the Building.

      The Base Real Estate Taxes shall be the taxes assessed by the City of
Malden for the 2000 fiscal tax year, commencing July 1, 1999 and ending June 30,
2000. Landlord warrants and represents that the 2000 Base Real Estate Taxes are
$36,851.59.

      In the event of any abatement of real estate taxes at any time, Tenant's
real estate tax payment due hereunder shall be reduced or if already paid in
full for the relevant period, the difference between the amount so paid by
Tenant and the amount due shall be reimbursed to Tenant within thirty (30) days
after Landlord receives such abatement. Landlord shall be entitled to deduct
from the whole of the taxes abated Landlord's reasonable expenses, including
reasonable professional fees spent by Landlord in the obtaining of such
abatement, in calculating any adjustment in the amount due from Tenant or to be
refunded to Tenant under this provision.

      Tenant is fully responsible for taxes assessed on Tenant's personal
property and equipment within the Leased Premises.

5.    OPERATING EXPENSE ESCALATIONS

      Tenant shall pay to Landlord as additional rent hereunder when and as
designated by notice in writing by Landlord, SEVENTY TWO AND FORTY FOUR
Hundredths percent (72.44%) of any increase in Landlord's operating expenses
over those incurred during the calendar year period commencing January 1, 2001
and ending December 31, 2001, which for this provision shall be Tenant's base
year (referred to herein as the "Base Year").

      For this provision, operating expenses are defined as all reasonable
expenses of Landlord in maintenance, repair and operation and management of the
Property for the benefit or protection of all property, tenants and owners
thereof.

      Capital improvements, reimbursed expenses, interest, and expenses related
to mortgaging of the Property or extension of any mortgage financing shall not
be considered operating expenses under this provision.

      For calculating Landlord's annual operating expenses for the Property,
Landlord's operating expenses shall include, but are not limited to, the
following categories with descriptions:


                                       8
<PAGE>

      Heat:

      Fuel necessary to heat the entire Building.

      Hot Water:

      Fuel necessary to provide hot water to all bathroom areas within the
      Building.

      Air Conditioning:

      Electric power necessary to air condition all applicable interior areas of
      the Building, unless served by a separate system maintained for any
      tenant.

      City Water and Sewage:

      Public water and sewage charges for the Property.

      Off-Street Parking:

      Cost to rent and maintain all parking lot(s) used by all tenants of the
      Property.

      Landscaping:

      Costs for grass cutting, shrub maintenance, tree pruning, watering, etc.

      Exterior Maintenance:

      Costs for maintaining and repairing all exterior areas of the Property.

      Snow Removal:

      Costs to shovel, plow, sand, salt, and remove snow off-site from the
      parking lots and exterior common entryway areas serving the Property.

      Common Area Janitorial:

      Costs to clean and maintain the interior common areas of the Building.

      Common Area Janitorial Supplies:

      Costs of all supplies and materials to clean and maintain the interior
      common areas of the Building.

      Rubbish:

      Cost to remove all rubbish and debris off-site from the Building and
      rental fees for any dumpsters for use by all tenants or by Landlord in
      maintaining the Building.

      On-Line Alarm System:

      Cost of maintaining, repairing and monitoring as necessary all electronic
      common area security systems for the protection of the common areas of the
      Building.

      On-Site Security Person:

      Costs of providing one (1) on-site security person from 4:30 P.M. to 8:30
      P.M. Monday through Friday excepting holidays from October 1st of each
      calendar year through March 31st in the following calendar year.


                                       9
<PAGE>

      Insurance:

      Cost of obtaining reasonable property insurance and liability insurance
      primarily protecting the Building, the Property and its owners.

      Energy Management System(s):

      Cost of the maintenance, repairing and monitoring as necessary the energy
      management system which serves the entire Building.

      Professional Fees:

      Costs reasonably incurred for the reporting of taxes and legal fees and
      other reasonable fees associated with the on-going operations of the
      Building and Property.

      Elevator:

      Costs of contractual maintenance, all inspection fees and necessary
      repairs for the elevator serving the Building.

      Repairs and Maintenance:

      Costs under contractual agreements or otherwise to maintain and repair all
      physical, mechanical, electrical, HVAC or other systems serving the
      entire Property.

      Should this Lease be in effect with respect to only a portion of any
calendar year, Tenant's responsibility under this provision shall be pro-rated
to accurately reflect Tenant's precise period of occupancy when calculating any
monies Tenant may owe to Landlord under this provision.

      Tenant's obligations to pay operating expenses as additional rent for
Tenant's period of occupancy in Tenant's final lease year shall survive the
expiration of the Lease Term.

      Commencing March 1, 2001 and on or about the same date every year
thereafter, Landlord shall provide Tenant with the previous year's operating
expense and real estate tax amounts. Upon Tenant's request, Landlord shall
provide Tenant a letter of certification from Landlord's accounting firm
affirming the accuracy of Landlord's operating expense and real estate tax
figures. If requested by Tenant, Landlord shall reasonably provide pertinent
receipts and records as proof of that year's operating expenses and real estate
taxes.

      Should Tenant request Landlord's accountant's certification, and if
Landlord's accountant determines Landlord's expense figures are substantially
accurate, then Tenant shall reasonably reimburse Landlord for the costs of
Landlord's accountant's certification.

      Tenant shall pay Landlord any amount owed under this provision within
thirty (30) days of receipt of the bill therefor from Landlord and any such
amount owed shall be considered additional rent under this Lease.


                                       10
<PAGE>

6.    JANITORIAL SERVICES

      Landlord shall provide Tenant the following janitorial services, including
supplies:

      DAILY: (Monday - Friday but excluding holidays)

      1. OFFICES:

            a:    Empty all trash receptacles. Change liners as necessary.
            b:    Wipe and dust all furniture surfaces.
            c:    Vacuum all carpet surfaces, paying particular attention to
                  corners, edges, and under exposed furnishings.
            d:    Sweep and vacuum all non-carpeted floors.
            e:    Wipe down all finger prints off doors and door frames.
            f:    Remove Rubbish to designated disposal area.

      2. KITCHEN:

            a:    Wipe down all tables and chairs.
            b:    Wipe down all cabinets and counters.
            c:    Clean sink area.
            d:    Wipe down all appliances, including the interior of microwave.
            e:    Sweep and wash flooring.

      3.    BATHROOMS:

            a:    Clean and disinfect all bathroom fixtures.
            b:    Replenish supplies (paper towels, toilet paper, soap, etc.)
            c:    Wipe down walls and paper dispensers.
            d:    Sweep and wash flooring using a disinfectant solution.
            e:    Empty all waste receptacles, change liners.
            f:    Clean and polish all mirrors and brightwork.

      WEEKLY:

            a:    Wash all non-carpeted flooring. Tenant is responsible to
                  remove all paper products and other belongings that reasonably
                  could be damaged if the cleaning service washes or waxes
                  Tenant's "mailroom" flooring.
            b:    Wipe and clean all glass wall inserts.
            c:    Police and clean debris from rear lot and front sidewalk.

      QUARTERLY:

            a:    Wax all non-carpet floor areas.

      YEARLY:

            a:    Vacuum all ceiling vents.
            b:    Dust all ceiling light fixtures.

      The above described janitorial services shall be performed only for
Tenant's office areas. Landlord shall be responsible for all common area
janitorial services.


                                       11
<PAGE>

      Any and all additional janitorial services shall be at Tenant's expense
and shall be scheduled through Goldberg Properties Management, Inc.

      Landlord solely reserves the right, at any time, to change cleaning
services, if in Landlord's reasonable determination such change is appropriate,
after notice to Tenant of the proposed change. At any time after such change,
Tenant shall have the option, exercised by notice to Landlord, to cause to be
performed Landlord's janitorial obligations within the Leased premises, as set
forth above, by a contractor or service of Tenant's selection, at Tenant's
expense. In the event Tenant so elects, the rent for the entire Leased Premises
shall be decreased by $1.00 per square foot of office space therein, for the
then-remainder of the Lease Term.

Janitorial Expense Escalations

      To accurately reflect Landlord's and Tenant's agreement pursuant to
Section 6 and as Landlord is providing interior Leased Premises janitorial
services only to Tenant, Tenant shall pay to Landlord as additional rent
hereunder one hundred (100%) percent of any increase in Landlord's costs for
performing the above described janitorial services over those costs incurred
therefor during the Base Year, provided that this provision shall not apply to
any services or supplies associated with (i) common area janitorial services or
(ii) services provided benefiting other tenants of the Building.

      Not withstanding the above, Tenant shall be responsible also for its
proportional share pursuant to Section 6 of any increase in costs for the
janitorial expenses associated with the common areas of the Property.

7.    COMMON AREAS

      Tenant shall have the shared right of use and access to the common area
bathrooms, staircases, hallways, elevators, lobbies, driveway, parking lots,
etc., within and outside of the Property. Tenant understands this right shall be
contingent upon Tenant not being in material default under the terms of this
Lease.

8.    PARKING

      Tenant currently has the exclusive right to use sixty four (64) parking
spaces pursuant to the terms of the existing leases between Landlord and Tenant
dated October 13th 1995 and April 14th 1998.

      Effective September 12th 2000 +/-, with Tenant's rental of F-101, Tenant
shall be allocated an additional five (5) parking spaces for a total of
sixty-nine (69) parking spaces. These spaces are identified and located as
follows:

40 Eastern Avenue parking lot  27 spaces   6 & 7, 10 & 11,    24 - 44,  46 & 47
Main street Lot:               21 spaces   no space numbers
Town & Paint parking lot:      21 spaces   1 - 21
Total:                         69 spaces


                                       12
<PAGE>

      In addition to these sixty-nine (69) spaces, Landlord leases to Tenant on
a month to month basis an additional eleven (11) parking spaces at the rental
rate of $35.00 dollars per space per month. These eleven (11) spaces are located
within the Main Street Parking lot.

      Effective January 1st 2001 +/-, with Tenant's rental of F-103, Tenant
shall be allocated an additional four (4) parking spaces for a total of
seventy-three (73) parking spaces. These spaces are identified and located as
follows:

<TABLE>
<S>                            <C>         <C>               <C>       <C>       <C>
40 Eastern Avenue parking lot  29 spaces   6 & 7,            10 - 13,  24 - 44,  46 & 47
Main street Lot:               23 spaces   no space numbers
Town & Paint parking lot:      21 spaces   1 - 21
Totals:                        73 spaces
</TABLE>

      In addition to these seventy-three (73) spaces, Landlord shall lease to
Tenant on a month to month basis an additional nine (9) parking spaces at the
rental rate of $35.00 dollars per space per month. These nine (9) spaces are
located within the Main Street Parking lot.

      Effective February 1st 2001, Tenant shall be allocated a total of
seventy-nine (79) parking spaces. They are as follows:

<TABLE>
<S>                            <C>         <C>               <C>       <C>       <C>
40 Eastern Avenue parking lot  29 spaces   6 & 7,            10 - 13,  24 - 44,  46 & 47
Main street Lot:               29 spaces   no space numbers
Town & Paint parking lot:      21 spaces   1 - 21
Totals:                        79 spaces
</TABLE>

      In addition to these seventy-nine (79) spaces, Landlord shall lease to
Tenant on a month to month basis an additional three (3) parking spaces at the
rental rate of $35.00 dollars per space per month. These three (3) spaces shall
be located within the Main Street Parking lot.

      Landlord shall have the right to allocate which parking spaces Tenant
shall have use of. Tenant further agrees, should Landlord request it, to provide
Landlord registration number, year, color and make of the cars which shall be
using Tenant's parking spaces.

      For any additional first floor office space Tenant leases, Landlord shall
provide Tenant with three (3) parking spaces per 1,000 sq. ft. of office space
Tenant leases or portion thereof. However, Tenant understands this does not
include the basement space.

9.    PERMITTED USE

      Tenant covenants and agrees that Tenant shall occupy and use the Leased
Premises throughout the Lease Term or any renewals or extensions thereof,
including any period of holding over, only for professional or general office
use.


                                       13
<PAGE>

10. TENANT'S ADDITIONAL COVENANTS

      Tenant covenants and agrees at Tenant's sole cost and at all times during
the course of the Lease Term and any such future terms of occupancy by Tenant of
the Leased Premises or any part thereof:

            A.    To conduct Tenant's business at all times in a professional
                  and reputable manner.

            B.    To comply with all governmental rules and regulations related
                  to the storage and disposal of refuse; to store all trash and
                  refuse within the Leased Premises or within the dumpster
                  located in the rear parking lot area of the Property.

                  After each use of the dumpster, Tenant shall make sure the
                  wooden gate accessing this dumpster is closed and secured.
                  Tenant further agrees to place Tenant's trash and refuse only
                  inside the dumpster and not on the ground around such
                  dumpster.

                  Tenant's use of this dumpster is for reasonable use only
                  (normal daily business operations, which term shall
                  specifically exclude disposal of any office furniture or bulk
                  items). If Tenant's use becomes unreasonable as reasonably
                  determined by Landlord, then Tenant shall reimburse Landlord
                  for such excess use.

            C.    Not to use the Leased Premises in a manner which shall be
                  unlawful, improper, noisy, odorous or offensive to the other
                  tenants within the Building and not to use the Leased Premises
                  in any way that shall be contrary to any law or any municipal
                  by-law of the City of Malden. Tenant agrees that Landlord has
                  made no representation or warranties with respect to Tenant's
                  intended use of the Leased Premises.

            D.    To comply promptly with all applicable laws, rules,
                  regulations, ordinances, requirements, or orders of public
                  authorities, the Board of Fire Underwriters, and similar
                  organizations except when Landlord is responsible for
                  compliance therewith under the terms and conditions of this
                  Lease.

            E.    Not to make any use of the Leased Premises which shall
                  invalidate or increase the cost of Landlord's insurance, nor
                  use any advertising medium which may constitute a nuisance;
                  nor do any act tending to injure the reputation of the
                  Property.

            F.    To be responsible for all maintenance and repairs within the
                  interior of the Leased Premises. Landlord shall be responsible
                  for structural repairs and any equipment that is Landlord's
                  obligation to maintain pursuant to


                                       14
<PAGE>

                  Section # 13. Tenant's responsibility shall include, without
                  limitation, electrical, plumbing, windows, doors, and any
                  interior improvements serving the Leased Premises exclusively.
                  At the end of Tenant's occupancy, Tenant shall surrender the
                  Leased Premises in the same condition as at the commencement
                  of Tenant's occupancy, reasonable wear and tear only excepted.

            G.    Not to overload or deface the Leased Premises.

            H.    To save harmless and to indemnify Landlord from and against
                  any and all liability, costs and expenses for damages, losses,
                  injuries, or death to persons or losses to property as a
                  result of Tenant's occupation of the Leased Premises excepting
                  only those arising from any omission, negligence or willful
                  misconduct of Landlord or its agents, such indemnification to
                  include Landlord's reasonable attorney's fees and costs.
                  Tenant agrees to maintain public liability insurance on the
                  Leased Premises protecting both Landlord and Tenant, and shall
                  furnish to Landlord on an annual basis a certificate showing
                  such insurance to be in force. The amount of such public
                  liability insurance shall be a minimum of $1,000,000.00
                  dollars per occurrence and $2,000,000.00 in the aggregate.
                  Tenant's insurer must be licensed to do business in the
                  Commonwealth of Massachusetts. In addition, Landlord
                  recommends this policy have a plate glass and door
                  endorsement, for Tenant is responsible for repairing and
                  replacing any broken glass, and doors and frames within or
                  providing access to the Leased Premises which for any reason
                  may occur other than by Landlord's fault.

            I.    To understand and agree Tenant's furnishings, fixtures,
                  equipment, effects, and property of every kind, in the
                  Building shall be at the sole risk and hazard of Tenant. If
                  all or any part thereof shall be destroyed or damaged by fire,
                  water, or any other casualty, or by leakage or bursting of
                  water, or any other pipes, by theft or from other cause, no
                  part of such loss is to be charged to or be borne by Landlord
                  unless such damage was caused by the negligence or willful
                  misconduct of Landlord.

            J.    Not to assign this Lease, nor sublet in whole or any portion
                  of the Leased Premises, nor permit the use of all or any part
                  of the Leased Premises by persons other than Tenant, its
                  servants and agents, without the written consent of Landlord.
                  Any such assignment, sublease or permission to occupy by
                  Tenant without such consent shall be a material breach of this
                  Lease by Tenant, and at the option of Landlord, entitle
                  Landlord to terminate this Lease. Landlord's permission to
                  assign, sublease or permit occupancy of the Leased Premises by
                  others shall not be unreasonably withheld or delayed.


                                       15
<PAGE>

                  Any assignment to any parent, subsidiary or affiliate of
                  Tenant shall not be deemed an assignment hereunder for
                  purposes of requiring Landlord's approval. "Affiliate" shall
                  mean any business entity controlling, controlled by or under
                  common control with Tenant, and any entity or person which may
                  come to own a controlling portion (fifty one percent (51%)) or
                  more of Tenant's assets or the ownership interest in Tenant.

                  Notwithstanding the above, neither Tenant nor any assignee,
                  whether or not an Affiliate shall be relieved of Tenant's
                  obligations hereunder, as a result of any such assignment,
                  sublease or permission to occupy the Leased Premises.

                  If either Tenant or Landlord engages a real estate broker to
                  procure a substitute tenant or subtenant in accordance with
                  the terms hereof, Tenant shall be responsible for the real
                  estate commission payable to such real estate broker on
                  account of such substitute tenant's or subtenant's occupancy
                  of the Leased Premises (or any portion thereof) for the period
                  commencing as of the effective date of such assignment or
                  sublease through the last day of the Lease Term. Thereafter,
                  Landlord shall be reasonably responsible for the remaining
                  portion of such standard and reasonable real estate
                  commission.

            K.    Not to make any alterations, installations, (other than trade
                  fixtures) or additions to the Leased Premises, nor permit the
                  painting, or placing of signs, awnings, flagpoles, or various
                  types of advertisement media or the like in, or about the
                  Leased Premises, without on each occasion obtaining the prior
                  written permission of Landlord, which shall not be
                  unreasonably withheld or delayed.

            L.    To pay promptly when due the entire cost of any alterations or
                  improvements in the Leased Premises undertaken by Tenant and
                  to bond against or discharge any liens for labor or materials
                  in connection therewith within ten (10) days after a request
                  therefor by Landlord; to procure all necessary permits before
                  undertaking such work; and to do all such work in a good and
                  workmanlike manner, employing materials equal in quality to
                  those used in Landlord's work and to comply with all
                  governmental requirements in connection with such
                  improvements.

            M.    To discharge (by payment or by filing of the necessary bond or
                  otherwise) any mechanics, materialman's or other liens against
                  the Leased Premises or Landlord's interest therein, which
                  liens may arise out of any payments due, or purported to be
                  due, for any labor, services, materials, supplies, or
                  equipment alleged to have been furnished to or at the request
                  of Tenant in, upon, or about the Leased Premises.


                                       16
<PAGE>

            N.    Upon Landlord providing Tenant reasonable oral notice (not
                  less than 24 hours in advance), to permit Landlord during
                  business hours to enter to view the Leased Premises or to show
                  the same to prospective purchasers, lenders, tenants, agents
                  of Landlord, or repair personnel. If an emergency arises, in
                  Landlord's reasonable determination, Landlord shall have the
                  right of access at any time to rectify such emergency.

            0.    To remove at the termination of this Lease Tenant's or
                  occupation of the Leased Premises, all Tenant's goods, and
                  effects from the Leased Premises which are not the property of
                  Landlord, and to yield up to Landlord the Leased Premises with
                  all keys and locks. The Leased Premises shall be in the same
                  condition as at the commencement of this Lease, reasonable
                  wear and tear only excepted. Landlord shall have the right to
                  treat any remaining property as abandoned and to dispose of
                  such property at Tenant's expense in any manner Landlord deems
                  fit.

            P.    To permit Landlord without molestation to install reasonable
                  "for lease" sign(s) within Tenant's windows twelve months
                  prior to the end of the Lease Term. Landlord covenants to
                  remove such sign(s) upon Landlord's leasing of the Leased
                  Premises.

            Q.    To pay when due all electricity separately metered to the
                  Leased Premises, telephone, and other charges payable on
                  account of Tenant's use of utilities in the Leased Premises.

11. LANDLORD'S IMPROVEMENTS

      Landlord shall provide to Tenant a Sixty Thousand Dollar ($60,000.00)
credit towards Tenant's cost of cosmetically upgrading Tenant's existing 2nd and
3rd floor office areas. Tenant shall provide to Landlord Tenant's detail plans
for cosmetically improving Tenant's 2nd and 3rd floor office areas on or before
March 31st 2001. Landlord shall make good faith efforts to complete such 2nd and
3rd floor improvements on or before June 30th, 2001 or ninety (90) days after
receipt of Tenant's plans, whichever date is later. Landlord's work shall be
completed in a good and workmanlike manner.

      In all new first floor office space Tenant leases (such as Suites F-101
and F-103), Landlord at Landlord's expense shall install new carpet with cove
base and paint all existing previously paintable surfaces within these newly
leased offices.

      Additionally, Landlord at Landlord's expense shall open a portion of the
wall separating F-101 and F-103 and patch and repair such opening as requested
by Tenant at the commencement of Tenant's occupancy of both of these suites.

      All other work not specifically covered by this Section 11 to prepare
Tenant's newly leased first floor office space shall be at Tenant's expense.


                                       17
<PAGE>

      Landlord and Tenant shall cooperate and work together to complete any and
all improvements to the Building during the Lease Term in a reasonable, timely,
workmanlike and quiet fashion.

      Landlord shall charge Tenant standard overtime rates should Tenant request
Landlord to work within the Leased Premises before or after normal business
hours, defined herein as 8:00 a.m. to 5:00 p.m. Monday through Friday, excepting
holidays.

      Any built-in improvements installed for Tenant shall, at Landlord's
option, remain part of the Leased Premises at the termination of this Lease or
shall be removed at Tenant's expense. Tenant shall notify Landlord not less than
thirty (30) nor more than ninety (90) days prior to expiration or termination of
this Lease that Landlord is required to notify Tenant of which improvements
Landlord so designates for removal. Any leasehold improvement not designated for
removal by Landlord by notice to Tenant within seven (7) days after Tenant's
notice shall remain in the Leased Premises after the expiration or termination
of the Lease Term.

      Goldberg Properties Management Inc. shall be the general contractor for
all work to the Leased Premises which physically or permanently alters any
portion of the Property or requires a building permit issued by the City of
Malden's Building Department or any associated City Department. However, Tenant
shall have the right to seek alternative quotes from other licensed contractors.
Tenant may select an alternative contractor's quote if such quote equals or
exceeds a seven and one-half percent (7.50%) reduction from Landlord's quote and
Landlord declines to match such alternative quote within forty-eight (48) hours
after receiving a copy of such alternative contractor's quote from Tenant.
Tenant's contractor, if selected, shall meet the following conditions:

            1.    Contractor shall provide to Landlord prior to commencement of
                  any work at the Property evidence of appropriate workman
                  compensation insurance coverage and liability insurance
                  coverage (minimum of one million dollars) issued by an
                  insurance company licensed to provide such insurance within
                  the Commonwealth of Massachusetts.

            2.    Contractor shall only use materials of a quality equal to or
                  that exceeds the quality of materials already in place.
                  Contractor shall further make all reasonable efforts to match
                  all existing materials in place.

      Tenant understands that any licensed contractor selected by Tenant other
than Goldberg Properties Management Inc. shall be considered an agent of Tenant.
Therefore, Tenant shall be liable and responsible for all actions or inactions
on the part of Tenant's contractor while within a or on the Property.

12. SMOKING POLICY

      The Building shall be a SMOKE FREE building. At no time shall Tenant's
employees smoke inside any interior area of the Property. Tenant's employees
shall smoke only in


                                       18
<PAGE>

designated exterior smoking areas. Tenant shall be responsible for policing and
picking up all improperly discarded cigarette butts in the designated smoking
areas.

13. LANDLORD'S COVENANTS

      A. Landlord covenants and agrees to maintain in good repair the roof and
the structural integrity of the Building, the common areas internally and
externally in and about the Building, all heating, ventilation and air
conditioning units and all other equipment located exterior to, but serving the
Building and the Leased Premises and all electrical and plumbing systems which
do not exclusively serve the Leased Premises, except to the extent Tenant is
obligated to maintain any such system pursuant to the terms of this Lease.
However, if any damage arises from Tenant or Tenant's employees', agents' or
customers' misuse, Tenant shall be solely responsible for repairing such damage
and restoring the Building and the Property to the same good working order and
condition as on the Commencement Date of this Lease, reasonable wear and tear
only excepted. Landlord warrants that at the commencement of this Lease, all
plumbing, electrical, mechanical and other systems serving the Leased Premises
shall be in good working order. Tenant shall be deemed to have waived any claim
for any defect with respect to which Tenant has to notify Landlord within seven
(7) days of the commencement of the Lease Term for the particular area leased
hereunder in which such system is located or which such system serves, (except
for claims related to latent defects which could not be identified by the normal
use of such areas or such systems during such period).

      Notwithstanding the above, Tenant shall be solely responsible for all
maintenance and repairs (including replacement) of any HVAC system exclusively
serving Tenant's computer room.

      B. Landlord and Tenant shall use all reasonable efforts to resolve any
problems or conflicts that may arise between Landlord and Tenant in a timely and
common sense fashion.

      C. Landlord shall furnish at no charge to Tenant in reasonable amounts the
following services and utilities:

Heating
Air Conditioning
Hot Water
Clean Water and Sewage
Off-Street Parking      (Sixty Nine (69) spaces 09/08/00-12/31/00)
                        (Seventy three (73) spaces 01/01/01-01/31/01)
                        (Seventy Nine (79) spaces 01/01/01-end of lease term)

Landscaping
Common Area Janitorial and related supplies
Tenant Area Janitorial and related supplies
Common area Snow Plowing and Shoveling
Standard Rubbish Services
24-Hour Monitored Security System
On-site security (10/1/-3/31; 4:30-8:30 M-F business days)


                                       19
<PAGE>

      Notwithstanding Landlord's obligations set forth in this Section 13,
Tenant in a timely manner and as necessary shall keep Tenant's exterior entryway
and steps at the rear entrance off the rear parking lot of Tenant's Leased
Premises (F-104 & F-104A) reasonably clear and clean of all rubbish, snow and
ice.

      Tenant has requested and Landlord has agreed to reasonably clear Tenant's
private entryway to suites F-l01, F-103, F-104 and F-104A and steps of snow and
ice and salt this area in a reasonable fashion. Tenant shall be charged a fee of
thirty-five ($35.00) dollars per snow storm as an additional charge for such
service.

      Landlord shall provide this service at the same time Landlord is providing
snow and ice removal services to other tenants and the exterior common areas of
the Property. If Tenant deems it necessary, and so notifies Landlord, Landlord
shall attempt to accelerate the timing of this service by Landlord's
then-current vendor. Until such time, as the entryway and steps are cleared each
instance, Tenant shall direct Tenant's employees, visitors and agents to use the
main entryway areas of the Building.

      Landlord shall shovel on behalf of Tenant, but at Landlord's expense, the
access way leading to Tenant's basement storage area. Landlord shall provide
this service at the same time Landlord is providing snow and ice removal
services to other tenants and the exterior common areas of the Property.

      D. Reasonable use

      Landlord's providing of services or utilities to Tenant as described above
is strictly contingent upon Tenant's reasonable use or consumption of such
utilities and services. If Landlord reasonably determines Tenant is wasting such
utilities, such as city water or other building services, and Tenant fails to
reduce such use after notice by Landlord, then such irresponsible use by Tenant
shall constitute a material breach of this Lease which at Landlord's option may
result in either an early termination of the Lease Term or an immediate stoppage
of Landlord supplying to Tenant such utilities and services.

      E. Timing of Utilities

      Heat and air conditioning shall be supplied during normal business hours
defined herein as

         Monday - Friday            8:00 a.m. - 8:00 p.m.
         Saturday                           None
         Sunday                             None

"Supplied,"as used herein, shall mean that reasonably comfortable temperatures
are maintained during such hours, notwithstanding that HVAC systems may have to
be put in operation prior to 8:00 a.m. or operate until or after 8:00 p.m. on
such days.


                                       20
<PAGE>

      Landlord acknowledges that Tenant shall be using the Leased Premises
frequently beyond normal business hours and agrees to arrange for heat, air
conditioning, and hot and cold water within Leased Premises during all extended
"Tenant" business hours.

      If Tenant's business hours exceed 8:00 am. - 8:00 p.m. Monday through
Friday or any portion of Saturdays or Sundays on a frequent basis, as determined
by Landlord, then Tenant shall reimburse Landlord for the additional costs of
providing such services, during such periods.

      F. Landlord shall furnish services in accordance with the terms of this
Lease; provided, however, that Landlord shall not be liable for, nor shall rent
abate because of interruption or cessation of any essential service to the
Leased Premises of the Building or agreed in this Lease to be furnished, which
is due to an accident, labor difficulties, scarcity of or inability to obtain
fuel, electricity, or any services or supplies from the sources from which they
may customarily have been obtained, fault of Tenant or any third party, or due
to any cause beyond Landlord's control.

      G. Upon Tenant paying the rent and performing and observing all the
covenants, conditions, duties, and other provisions of this Lease on Tenant's
part to be performed and observed, Tenant shall peacefully and quietly have and
enjoy the Leased Premises during the Lease Term without any manner of hindrance
or molestation from Landlord, subject however, to the terms and conditions of
this Lease.

      H. Landlord, warrants that within NINETY (90) days of the signing of this
Lease by all parties (except for testing and "fine tuning" work, which may be
accomplished during the cooling season, as reasonably necessary for
effectiveness, provided that all work contemplated under this subsection 13.H
shall be completed no later than June 30, 2001), Landlord shall perform at
Landlord's sole expense, the following work to the HVAC systems serving the
entire Building:

      1.    Retain the services of Siemens to perform the following:

            a.    Recalibrate all EMS sensors within 40 Eastern Avenue.

            b.    Recalibrate outside air temperature sensor.

            c.    Write and install a software patch creating separate winter
                  and summer programs. Additionally, program the software so it
                  shall allow the computer to switch back and forth based upon
                  outside temperature setting and actual interior space
                  temperature.

      2.    Set up meeting with Tech Air and Siemens to discuss integrating
            hardware enhancements into the EMS system. Specifically the
            installation of the following:


                                       21
<PAGE>

            a.    Enthalpy (humidity control for 3rd floor) sensor.

            b.    Installation of float switch sensor with ability to cut out
                  fan coil unit when and if condensate pan level gets to high.

            c.    Installation of new "outside" dampers throughout the Building.

            d.    Activation or replacement as necessary of AC units serving the
                  common lobby areas.

      3.    Discuss 2nd floor problems Tenant has been having with regard to
            humidity and stuffiness and determine if new software installed in
            Spring 2000 which is modulating the opening and closing of the
            dampers (5 minutes in 20 minutes) shall be effective or should be
            discontinued upon completion of the other actions as outlined in
            this Section 13.H.

      4.    Demonstrate to Tenant steps involved to access EMS system and
            initiate various commands Tenant would control. On or before
            December 1st 2000, upon Tenant's request, Landlord shall provide
            on-site a four (4) hour education session for up to three (3) Tenant
            and two (2) Landlord personnel to learn the following commands:

            a.    Ability to temporarily override existing temperature settings
                  in a particular area.

            b.    Ability to view and reset setting point(s) computer uses to
                  switch from summer to winter or from winter to summer.

            c.    Install software (if presently existing) that would allow
                  "temporary" override from winter setting to summer (or
                  reverse) depending on perceived need. Such software shall have
                  a time out mechanism, which effectively would reset system
                  back to original guidelines before temporary override.

            d.    Priority on/off commands.

            e.    Review temperature and command status settings per zone.

            f.    Review trends for individual area zones.

            g.    Method to change hours of operations including holidays,
                  weekends etc.

            h.    Track and review listing of changes with ability to identify
                  who made the changes.


                                       22
<PAGE>

      5.    Retain the services of Tech Air to perform the following:

            a.    Set up maintenance contract with Tech Air that provides for
                  the maintenance of the 40 Eastern Avenue HVAC systems within
                  specified 90 day time periods. Work to be performed during
                  these quarterly maintenance inspections are as follows.

                        *     Change filters.
                        *     Check and clean condensate traps as necessary.
                        *     Blow out condensate traps with spring cleaning.
                        *     Review diffusers to see if any closed off and
                              reopen as deemed appropriate.
                        *     Clean condenser coils annually.
                        *     Check and test damper operations.

            b.    Tech Air shall measure the heat load for area ECU 17 to
                  determine if the existing unit is sufficient to meet the
                  existing heat load of Tenant. If this review determines this
                  unit needs to be enlarged due to this demand, then Landlord
                  and Tenant shall each pay 50% of the cost to expand such
                  system and reconfigure duct work as necessary. Tenant has the
                  right to review such heat load measurements at Tenant's
                  expense.

            c.    Review problems in the area FCU 18 location. However, due to
                  this zone's location (north side of building) and the fact the
                  EMS sensor was off by 2.00 degrees per Jerry's on-site test,
                  Landlord expects that calibrating the EMS sensor should
                  resolve this area's problems.

            d.    Tech Air shall measure the heat load for area FCU 22 to
                  determine if the existing unit is sufficient to meet existing
                  heat load of Tenant. If this review determines this unit needs
                  to be enlarged due to this demand, Landlord and Tenant shall
                  each pay 50% of the cost to expand such system and reconfigure
                  duct work as necessary. Tenant has the right to review such
                  heat load measurements at Tenant's expense.

            e.    Review all three floors' common lobby HVAC equipment to
                  determine steps necessary to reactivate heat and air
                  conditioning systems for these zones.

            f.    Installation of condensate pans with float switches underneath
                  all ceiling AC units as reasonably possible.

            g.    Install in AC unit FCU 23 high and low pressure controls on
                  the condensers. All other applicable (south facing) units have
                  existing safety systems.


                                       23
<PAGE>

            h.    Change all outside air dampers within the Building. Purchase
                  dampers that are spring loaded and automatically close if they
                  fail. With regard to the 3rd level, tie these dampers into the
                  EMS enthalpy system.

            i.    Test to verify the 3rd floor outside air intake configuration
                  is operating within standard norms with regard to temperature
                  differentials. If not, raise this intake to achieve sufficient
                  performance.

            j.    Resolve Estelle's office (FCU 23 zone) HVAC needs by
                  installing within such office area a motorized damper tied
                  into a thermostatic control that she shall be able to control
                  and adjust.

            k.    Rebalance air-flow distribution for FCU zone 26 to minimize
                  cold office and conference room.

            l.    Open all diffusers within Leased Premises. This shall be the
                  last step/action performed

After the foregoing HVAC improvements have been completed, Tenant shall have the
right to engage a consultant periodically, at Tenant's expense, to inspect,
survey, and review the functioning of the HVAC systems serving the Leased
Premises. In the event that any such consultant recommends reasonable repairs,
improvements or upgrades necessary or reasonably advisable to improve the
functioning of such HVAC systems, Landlord shall negotiate in good faith with
Tenant regarding such improvements and repair and promptly implement such
reasonable recommendations as both Landlord and Tenant shall agree shall be
made, at Landlord's expense.

            I.    Landlord at Landlord's expense shall perform the following
                  work items on or before June 30, 2001:

            1.    Paint the stucco front exterior of Building. Colors and style
                  to be determined solely by Landlord.

            2.    Install a metal roof on the rear 30 Eastern Avenue smoke
                  shelter.

            3.    Remove existing retail signs in areas Tenant leases.

            4.    Ask Health Quarters and Software Solutions Group to take down
                  their exterior signs.

            5.    Replace existing ceiling files within the first floor elevator
                  lobby area.

            6.    Install new flooring throughout the rear 40 Eastern Avenue
                  atrium lobby areas (including all stairs and 2nd and 3rd
                  floors) but excluding granite floor in elevator lobby area.


                                       24
<PAGE>

            7.    Upgrade or replace building directories signs and displays.

            8.    Repair or replace as necessary HVAC systems serving the common
                  lobby areas.

            9.    Remove all cigarette dispensers from interior of common lobby
                  areas.

            10.   Upgrade all existing bathroom Formica counter tops.

            11.   Paint all paintable surfaces within common area (1st floor)
                  bathrooms.

            12.   Upgrade all existing lighting fixtures in common area (1st
                  floor) bathrooms.

            13.   Paint all paintable surfaces within 40 Eastern Avenue lobby
                  areas, including 2nd and 3rd floors.

            14.   Lightly sand and polyurethane all wooden surfaces within 30 &
                  40 Eastern Avenue lobby areas.

            15.   Cosmetically upgrade the interior (walls, ceiling, floors and
                  lighting) of the elevator.

            16.   Build a new dumpster enclosure.

            17.   Check all window systems to caulk as necessary to reduce water
                  leaks.

14. CASUALTY OR EMINENT DOMAIN TAKING

      If the Leased Premises or Building, or any substantial part (twenty-five
percent (25%) or more of either materially affecting Tenant's operations), shall
be taken by or under threat of right of eminent domain or shall be materially
destroyed or damaged by fire or other casualty or by action of any public or
other authority, or shall suffer any material direct or consequential damage for
which Landlord and Tenant, or either of them, shall be entitled to compensation
by reason of anything done in pursuance of any public or other authority during
the term of this Lease or any extension or renewal thereof, then this Lease
shall forthwith terminate at the election of Landlord, which election may be
made notwithstanding Landlord's entire interest may have been divested; and, if
Landlord shall not so elect, then in case such taking, destruction, or damage
renders the Leased Premises unfit for use and occupation, a just proportion of
the rent according to the nature and extent of injury, shall be abated until the
Leased Premises (or, in case of a partial taking, what remains thereof) shall
have been put in proper condition for use and occupation. If a partial or total
taking renders the remainder of the Leased Premises insufficient for Tenant's
use and Tenant shall so certify in good faith to Landlord, or if a taking or
such casualty shall be so extensive that restoration or repair cannot reasonably
be effected within 90 from the date on which insurance proceeds become
available, or if Landlord shall fail to repair or restore the Leased Premises
within ninety (90) days following such date on which


                                       25
<PAGE>

insurance proceeds become available or condemnation, then Tenant may terminate
this Lease by notifying Landlord of such election. Landlord reserves all rights
to damage to the Leased premises and Building and the leasehold hereby created,
whether now accrued or hereafter accruing, by reason of anything lawfully done
in pursuance of any public or other authority, and by way of confirmation,
Tenant grants to Landlord all of Tenant's rights to such damages and covenants
to execute and deliver such further instruments of assignments thereof as
Landlord may from time to time reasonably request, provided, however, that
nothing herein shall impair Tenant's right to maintain an action for a separate
award from a third party for damage to the Leased Premises or Tenant's separate
property or for moving and relocation expenses. Landlord shall notify Tenant of
Landlord's decision to terminate this Lease or to Landlord's obligation to
restore the Leased Premises or the Building within thirty (30) days after the
occurrence of any event giving rise to Landlord's right so to terminate or to
restore, and Tenant shall deliver its above-described certificate to and notify
Landlord of Tenant's election to terminate this Lease within thirty (30) days
after the event giving rise to its right to so terminate, and any such
termination by Tenant shall be effective thirty (30) days after the date of
notice of such termination.

15. BROKERAGE

      Both Tenant and Landlord warrant that except as set forth in this Section
15 neither party has had any dealings with any agent or broker in connection
with the Leased Premises which would result in any brokerage fees or commissions
being due and payable by either party. Tenant has retained the services of
Meredith and Grew Inc. and shall be solely responsible for its fees.

16. LIMITATIONS OF LANDLORD'S LIABILITY

      Landlord's obligations, rights and privileges under this Lease (including,
without limitation, any work letter or similar agreement between Landlord and
Tenant) beyond mere holding of legal title to the Leased Premises and other real
estate of which the Leased Premises are a part, shall be performed, held and
enjoyed by the beneficial owners of Landlord; but without recourse by Tenant in
any case against the personal estate of such beneficiaries or beyond the real
estate of which the Leased Premises are a part.

      The covenants and agreements of Landlord and Tenant shall run with the
land and be binding on and inure to the benefit of their respective heirs,
executors, administrators, successors and assigns; but no covenant, agreement or
undertaking of Landlord, expressed or implied, shall bound any person except for
matters occurring during such person's period of ownership of the building, and
no fiduciary, shareholder, or beneficiary of Landlord, if a trust shall be
individually bound. Tenant agrees to look only to the owner of the Building for
performance of Landlord's obligations.

17. REMEDIES CUMULATIVE

      Any and all rights and remedies which Landlord may have under this Lease,
at law or in equity, shall be cumulative and shall not be deemed inconsistent
with each other or exclusive,


                                       26
<PAGE>

of any two (2) or more of such rights and remedies may be exercised at the same
time insofar as permitted by law.

18. EFFECT OF WAIVERS OF DEFAULT

      No consent or waiver, expressed or implied, by Landlord to or of any
breach of any covenant, condition or duty of Tenant shall be construed as a
consent or waiver to or for any other breach of the same or any other covenant,
condition, or duty hereunder.

      The parties acknowledge that their covenants under this Lease are
independent and therefore Tenant waives any right to set off against Tenants
obligations to Landlord any money allegedly due from Landlord to Tenant by
reason of any purported default by Landlord hereunder otherwise.

19. NOTICE FROM ONE PARTY TO THE OTHER

      Any notice from Landlord to Tenant shall be deemed to have been given if
mailed by Registered or Certified Mail addressed to Tenant at the Leased
Premises with a copy to Tenant's Counsel: Hutchins, Wheeler and Dittmar, 101
Federal Street, Boston, Massachusetts, 02110, Attention: Thomas J. Philips,
Esq., or such other address as Tenant shall have last designated by written
notice to Landlord, so mailed. Any notice from Tenant to Landlord shall be
deemed to have given if mailed by Registered or Certified Mail addressed to
Landlord at Goldberg Properties Management Inc., 10 Rantoul Street, Beverly,
Massachusetts, 01915, or such other business as Landlord shall have last
designated by written notice to Tenant so mailed.

20. LANDLORD'S REMEDIES UPON DEFAULT

      In the event that Tenant fails to pay any rent or other charges due
hereunder within ten (10) days after notice from Landlord that the same is due;
or fails to perform any of Tenant's obligations under the terms, conditions, or
covenants of this Lease for more than thirty (30) days after receipt of written
notice of such failure or if such failure shall be of such nature that the same
cannot be reasonably cured or remedied within such thirty (30) day period,
Tenant shall not in good faith have commenced the curing or remedying of such
failure within such thirty (30) day period and thereafter diligently proceed
therewith to completion; or if Tenant shall abandon the Leased Premises; or if
this Lease or the estate created hereby shall be taken in execution or another
process of law; or if Tenant shall be adjudicated insolvent or bankrupt pursuant
to the provisions of any state or federal insolvency or bankruptcy act; or if a
receiver or trustee of the property of Tenant shall be appointed by reason of
Tenant's insolvency and inability to pay debts; or if any assignment shall be
made of Tenant's property for its benefit of the creditors, (all of the
foregoing being events of default), then and in any such event, Landlord,
besides other rights or remedies it may have, shall have the immediate right to
re-enter the Leased Premises and to remove all persons and property therefrom
without notice or resort to legal process and without being deemed guilty of
trespass or becoming liable for any loss or damage which may be occasioned
thereby.


                                       27
<PAGE>

      If Tenant shall fail to pay rent or any other charges within ten (10) days
after same becomes due and payable, such unpaid amounts shall bear interest from
the due date at four percent (4.00%) above the prime interest rate of the
CitiBank or its successor. In no event shall the interest rate payable by Tenant
exceed eighteen percent (18%).

21. RULES AND REGULATIONS

      Landlord may establish at any time rules and regulations which Landlord
may reasonably deem appropriate for, among other things, the orderly and
efficient management and operation of the Building, the safety and convenience
of all persons at any time properly within or about the Building, the protection
and security of property, and for dealing with any emergencies. Tenant agrees
always to comply with such rules and regulations notwithstanding any failure of
other [ILLEGIBLE] or occupants of the Building to observe the same or Landlord's
failure to enforce the [ILLEGIBLE] against any persons other than Tenant.
Landlord agrees to enforce its rules and regulations with respect to other
tenants.

22. SUBORDINATION

      This Lease shall, at the option of Landlord, be subject and subordinate to
any mortgages against, present or future, to any bank, financial institution, or
insurance company, [ILLEGIBLE] the Leased Premises.

      Such subordination shall not be effective against Tenant, unless Tenant is
provided with a non-disturbance agreement executed by the party to which
Tenant's interest shall be subordinated. Tenant's tenancy shall not be disturbed
so long as Tenant is not in default under the Lease. Landlord shall, within
reasonable time after the execution of this Lease, provide Tenant with such
non-disturbance agreement from Landlord's mortgagee. Tenant agrees that it shall
upon notice by Landlord, execute, acknowledge and deliver within ten (10)
business days of such request therefor any and all instruments requested by
Landlord which Landlord may reasonably require in order to effect the issuance
of such subordination.

      Any future subordination, non-disturbance and attornment agreement shall
be substantially similar to documents already in place or current CitiBank
standard agreements.

23. NO ACCORD AND SATISFACTION

      No acceptance by Landlord of a sum smaller than the Base Rent, additional
rent, or any amount due to Landlord shall be deemed accepted other than on
account of the earliest installment of such amount as then may be due and
payable by Tenant nor shall any such payment of a smaller amount than due be
deemed an accord and satisfaction under the terms of the Lease.

24. APPLICABLE LAW AND CONSTRUCTION

      This Lease shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts. If any provision of this Lease
shall to any extent be invalid,


                                       28
<PAGE>

remainder of this Lease shall not be affected thereby. There are no oral or
other written agreements between Landlord and Tenant affecting this Lease. This
Lease may be amended by an instrument in writing executed by both Landlord and
Tenant.

25. SEVERABILITY

      If any provision of this Lease shall be determined to be void by any court
of competent jurisdiction, such determination shall not affect any other
provision of this Lease, and all other provisions shall remain in full force and
effect. If any provision of this Lease is capable of two [ILLEGIBLE]
constructions, one of which would render the provision void and the other of
which would render the provision valid, the provision shall have the meaning
which renders it valid.

26. ESTOPPEL CERTIFICATIONS

      Promptly at Landlord's reasonable request, Tenant shall furnish to
Landlord (or as Landlord may direct) Tenant's written and duly signed
certification that this Lease is in full force and effect without amendment (or
with such changes as may then be effective, which shall be [ILLEGIBLE] in the
certificate); any defense, offset, or counterclaim against rent-payment or other
obligations hereunder which Tenant may have; the dates to which rent and other
charges have been paid, and that neither Landlord nor Tenant is in default under
this Lease (or specifying any default either party in detail in the
certificate). Any prospective purchaser or mortgagee may rely on such
certification.

      Promptly at Tenants reasonable request, Landlord shall furnish to Tenant
(or as Tenant may direct) Landlord's written and duly signed certification that
this Lease is in full force and [ILLEGIBLE] without amendment (or with such
changes as may then be effective, which shall be stated in the certificate); any
defense, offset, counterclaim or other obligations hereunder which [ILLEGIBLE]
may have; the dates to which rent and other charges have been paid; and that
neither Landlord nor Tenant is in default under this Lease (or specifying any
default of either party in [ILLEGIBLE in the certificate). Any prospective
purchaser or mortgagee may rely on such certifications.

27. WAIVER OF SUBROGATION

      The parties hereto shall procure an appropriate clause in, or endorsement
on, any fire or [ILLEGIBLE] coverage insurance policy covering the Leased
Premises or the Building or personal property, or fixtures or equipment located
thereon or herein, pursuant to which the insurance company providing such
insurance waives subrogation or consent to a waiver of right of recovery, and
having obtained such clauses or endorsements of waiver of subrogation or consent
[ILLEGIBLE] waiver of right of recovery, each party hereby agrees that it shall
not make any claim against [ILLEGIBLE] to recover from the other for any loss or
damage to its property or the property of others resulting from fire or other
perils covered by such fire and extended coverage insurance. Notwithstanding the
foregoing provisions of this ss.27, the party obtaining and paying the premium
such insurance shall not be required to obtain such endorsement or waiver if an
additional premium cost is incurred therefor, unless the other party hereto, for
whose benefit or endorsement or waiver is obtained, pays such additional premium
cost.


                                       29
<PAGE>

      IN WITNESS WHEREOF, the parties hereby accept and agree to abide by the
terms, conditions and covenants of this Lease Agreement under seal this 31 day
of October, 2000.

                                 TENANT:

                                 TVCM, INC.

 10-31-00                        By:  /s/ Bruce A. Cerullo
-----------------                    ----------------------------------------
                                 Bruce A. Cerullo,
                                                   --------------------------
                                 Hereunto Duly Authorized


                                 LANDLORD:

10-31-00                         By: /s/ Steven J. Goldberg, Trustee
-----------------                    ----------------------------------------
                                 Steven J. Goldberg, Trustee, for the
                                 Goldberg Brothers Trust

10-31-00                         By: /s/ William H. Goldberg, Trustee
-----------------                    ----------------------------------------
                                 William H. Goldberg, Trustee, for the
                                 Goldberg Brothers Trust

10-31-00                         By: /s/ Richard B. Goldberg, Trustee
-----------------                    ----------------------------------------
                                 Richard B. Goldberg, Trustee, for the
                                 Goldberg Brothers Trust

10-31-00                         By: /s/ Robert L. Goldberg, Trustee
-----------------                    ----------------------------------------
                                 Robert L. Goldberg, Trustee, for the
                                 Goldberg Brothers Trust

                                       31