CUMMINGS PROPERTIES                  7990453-AWT-A
                                 STANDARD FORM


                                COMMERCIAL LEASE

     In consideration of the covenants herein contained, Cummings Properties/LLC
hereinafter called LESSOR, does hereby lease to Book Tech. Inc. (a MA corp.),
605 Main Street, Winchester, MA 01890 hereinafter called LESSEE, the following
described premises, hereinafter called the leased premises: approximately 10,685
square feet at 42 and 43 Cummings Park, Woburn, MA 01801.

     TO HAVE AND HOLD the leased premises for a term of five (5) years
commencing at noon on September 15, 1999 and ending at noon on September 14,
2004 unless sooner terminated as herein provided. LESSOR and LESSEE now covenant
and agree that the following terms and conditions shall govern this lease during
the term hereof and for such further time as LESSEE shall hold the leased
premises.

     1. RENT. LESSEE shall pay to LESSOR base rent at the rate of one hundred
thirty three thousand three hundred forty eight (133,348) U.S. dollars per year,
drawn on a U.S. bank, payable in advance in monthly installments of $11,112.33
on the first day in each calendar month in advance, the first monthly payment to
be made upon LESSEE's execution of this lease, including payment in advance of
appropriate fractions of a monthly payment for any portion of a month at the
commencement or end of said lease term. All payments shall be made to LESSOR or
agent at 200 West Cummings Park, Woburn, Massachusetts 01801, or at such other
place as LESSOR shall from time to time in writing designate. If the "Cost of
Living" has increased as shown by the Consumer Price Index (Boston,
Massachusetts, all items, all urban consumers), U.S. Bureau of Labor Statistics,
the amount of base rent due during each calendar year of this lease and any
extensions thereof shall be annually adjusted in proportion to any increase in
the Index. All such adjustments shall take place with the rent due on January 1
of each year during the lease term with the first such adjustment on January 1,
2001. The base month from which to determine the amount of each increase in the
Index shall be January 1999, which figure shall be compared with the figure for
November 2000, and each November thereafter to determine the percentage increase
(if any) in the base rent to be paid during the following calendar year. In the
event that the Consumer Price Index as presently computed is discontinued as a
measure of "Cost of Living" changes, any adjustment shall then be made on the
basis of a comparable index then in general use.

     2. SECURITY DEPOSIT. LESSEE shall pay to LESSOR a security deposit in the
amount of twenty two thousand (22,000) U.S. dollars upon the execution of this
lease by LESSEE, which shall be held as security for LESSEE's performance as
herein provided and refunded to LESSEE without interest at the end of this
lease, subject to LESSEE's satisfactory compliance with the conditions hereof.
LESSEE may not apply the security deposit to payment of the last month's rent.
In the event of any default or breach of this lease by LESSEE, LESSOR may
immediately apply the security deposit first to any unamortized improvements
completed for LESSEE's occupancy, then to offset any outstanding invoice or
other payment due to LESSOR, with the balance applied to outstanding rent. If
all or any portion of the security deposit is applied to cure a default or
breach during the term of the lease, LESSEE shall be responsible for restoring
said deposit forthwith, and failure to do so shall be considered a substantial
default under the lease. LESSEE's failure to remit the full security deposit or
any portion thereof when due shall also constitute a substantial lease default.
Until such time as LESSEE pays the security deposit and first month's rent,
LESSOR may declare this lease null and void for failure of consideration.

     3. USE OF PREMISES. LESSEE shall use the leased premises only for the
purpose of executive and administrative offices and business printing, and all
other lawful uses necessary and incidental to the operation of LESSEE's
business.

     4. ADDITIONAL RENT. LESSEE shall pay to LESSOR as additional rent a
proportionate share (based on square footage leased by LESSEE as compared with
the total leaseable square footage of the building of which the leased premises
are a part) of any increase in the real estate taxes levied against the land and
building of which the leased premises are a part (hereinafter called the
building), whether such increase is caused by an increase in the tax rate, or
the assessment on the property, or a change in the method of determining real
estate taxes. LESSEE shall make payment within thirty (30) days of written
notice from LESSOR that such increased taxes are payable, and any additional
rent shall be prorated should the lease terminate before the end of any tax
year. The base from which to determine the amount of any increase in taxes shall
be the rate and the assessment in effect as of July 1,1999.

     5. UTILITIES. LESSOR shall provide equipment per LESSOR's building standard
specifications to heat the leased premises in season and to cool all areas
[Insert addendum 5a] between May 1 and November 1 [insert addendum 5b]. LESSEE
shall pay all charges for utilities used on the leased premises, including
electricity, gas, oil, water and sewer. LESSEE shall pay the utility provider or
LESSOR, as applicable, for all such utility charges as determined by separate
meters serving the leased premises and/or as a proportionate share of the
utility charges for the building if not separately metered. LESSEE shall also
pay LESSOR a proportionate share of any [insert addendum 5c] fees and charges
relating in any way to utility use at the building. No plumbing, construction or
electrical work of any type shall be done without LESSOR's prior written
approval [insert addendum 5d] and LESSEE obtaining the appropriate municipal
permit.


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     6. COMPLIANCE WITH LAWS. LESSEE acknowledges that no trade, occupation,
activity or work shall be conducted in the leased premises or use made thereof
which may be unlawful, improper, noisy, offensive, or contrary to any applicable
statute, regulation, ordinance or bylaw. LESSEE shall keep all employees working
in the leased premises covered by Worker's Compensation Insurance and shall
obtain any licenses and permits necessary for LESSEE's occupancy. LESSEE shall
be responsible for causing the leased premises and any alterations by LESSEE
which are allowed hereunder to be in full compliance with any applicable
statute, regulation, ordinance or bylaw.

     7. FIRE, CASUALTY, EMINENT DOMAIN. Should a substantial portion of the
leased premises, or of the property of which they are a part, be substantially
damaged by fire or other casualty, or be taken by eminent domain, LESSOR may
elect to terminate this lease. When such fire, casualty, or taking renders the
leased premises substantially unsuitable for their intended use, a just and
proportionate abatement of rent shall be made, and LESSEE may elect to terminate
this lease if: (a) LESSOR fails to give written notice within thirty (30) days
of intention to restore the leased premises, or (b) LESSOR fails to restore the
leased premises to a condition substantially suitable for their intended use
within ninety (90) days of said fire, casualty or taking. LESSOR reserves all
rights for damages or injury to the leased premises for any taking by eminent
domain, except for damage to LESSEE's property or equipment [insert addendum
7a].

     8. FIRE INSURANCE. LESSEE shall not permit any use of the leased premises
which will adversely affect or make voidable any insurance on the property of
which the leased premises are a part, or on the contents of said property, or
which shall be contrary to any law or regulation from time to time established
by the Insurance Services Office (or successor), local Fire Department, LESSOR's
insurer, or any similar body. LESSEE shall on demand reimburse LESSOR, and all
other tenants, all extra insurance premiums caused by LESSEE's use of the leased
premises. LESSEE shall not vacate the leased premises or permit same to be
unoccupied other than during LESSEE's customary non-business days or hours
[insert addendum 8a].

     9. MAINTENANCE OF PREMISES. LESSOR will be responsible for all structural
maintenance of the leased premises [insert addendum 9a] and for the normal
daytime maintenance of all space heating and cooling equipment, sprinklers,
doors, locks, plumbing, and electrical wiring, but specifically excluding damage
caused by the careless, malicious, willful, or negligent acts of LESSEE or
[insert addendum 9b], chemical, water or corrosion damage from any source
[insert addendum 9c], and maintenance of any non "building standard" leasehold
improvements. LESSEE agrees to maintain at its expense all other aspects of the
leased premises in the same condition as they are at the commencement of the
term or as they may be put in during the term of this lease, normal wear and
tear [insert addendum 9d], other taking by eminent domain and damage by fire or
casualty only excepted, and whenever necessary, to replace light bulbs, plate
glass and other glass therein, acknowledging that the leased premises are now in
good order and the light bulbs and glass whole [insert addendum 9e]. LESSEE will
properly control or vent all solvents, degreasers, smoke, odors, etc. and shall
not cause e the area surrounding the leased premises to be in anything other
than a neat and clean condition, depositing all waste in appropriate
receptacles. LESSEE shall be solely responsible for any damage to plumbing
equipment, sanitary lines, or any other portion of the building which results
from the discharge or use of any acid or corrosive substance by LESSEE. LESSEE
shall not permit the leased premises to be overloaded, damaged, stripped or
defaced, nor suffer any waste, and will not keep animals within the leased
premises. If the leased premises include any wooden mezzanine type space, the
floor capacity of such space is suitable only for office use, light storage or
assembly work. LESSEE will protect any carpet with plastic or masonite chair
pads under any rolling chairs. Unless heat is provided at LESSOR's expense,
LESSEE shall maintain sufficient heat to prevent freezing of pipes or other
damage. Any increase in air conditioning equipment or electrical capacity or any
installation or maintenance of equipment which is necessitated by some specific
aspect of LESSEE's use of the leased premises shall be LESSEE's sole
responsibility, at LESSEE's expense and subject to LESSOR's prior written
consent. All maintenance provided by LESSOR shall be during LESSOR's normal
business hours [insert addendum 9f].

     10. ALTERATIONS. LESSEE shall not make structural alterations or additions
of any kind to the leased premises, but may make nonstructural alterations
provided LESSOR consents thereto in writing [insert addendum 10a]. All such
allowed alterations shall be at LESSEE's expense and shall conform with LESSOR's
[insert addendum 10b] construction specifications. If LESSOR or LESSOR's agent
provides any services or maintenance for LESSEE in connection with such
alterations or otherwise under this lease, any just invoice will be promptly
paid. LESSEE shall not permit any mechanics' liens, or similar liens, to remain
upon the leased premises in connection with work of any character performed or
claimed to have been performed at the direction of LESSEE and shall cause any
such lien to released [insert addendum 10c] or removed forthwith without cost to
LESSOR. Any alterations or additions shall become part of the leased premises
and the property of LESSOR. Any alterations completed by LESSOR or LESSEE shall
be LESSOR's "building standard" unless noted otherwise. LESSOR shall have the
right at any time to change the arrangement of parking areas, stairs, walkways
or other common areas of the building [insert addendum 10d].

     11. ASSIGNMENT OR SUBLEASING. LESSEE shall not assign this lease or sublet
or allow any other firm or individual to occupy the whole or any part of the
leased premises without LESSOR's prior written consent [insert addendum 11a].
Notwithstanding such assignment or subleasing, LESSEE shall remain liable to
LESSOR for the



<PAGE>


payment of all rent and for the full performance of the covenants and conditions
of this lease. LESSEE shall pay LESSOR promptly for legal and administrative
expenses incurred by LESSOR in connection with any consent requested hereunder
by LESSEE [insert addendum 11b].

     12. SUBORDINATION. This lease shall be subject and subordinate to any and
all mortgages and other instruments in the nature of a mortgage, now or at any
time hereafter, and LESSEE shall, when requested, promptly execute and deliver
such written instruments as shall be necessary to show the subordination of this
lease to said mortgages or other such instruments in the nature of a mortgage
[insert addendum 12a].

     13. LESSOR'S ACCESS. LESSOR or agents of LESSOR may at any reasonable time
enter to view the leased premises, to make repairs and alterations as LESSOR
should elect to do for the leased premises, the common areas or any other
portions of the building, to make repairs which LESSEE is required but has
failed to do, and to show the leased premises to others. [insert addendum 13a].

     14. SNOW REMOVAL. The plowing of snow from all roadways and unobstructed
parking areas shall be at the sole expense of LESSOR. The control of snow and
ice on all walkways, steps and loading areas serving the leased premises and all
other areas not readily accessible to plows shall be the sole responsibility of
LESSEE. Notwithstanding the foregoing, however, LESSEE shall hold LESSOR and
OWNER harmless from any and all claims by LESSEE's agents, representatives,
employees, callers or invitees for damage or personal injury resulting in any
way from snow or ice on any area serving the leased premises [insert addendum
14a].

     15. ACCESS AND PARKING. LESSEE shall have the right without additional
charge to use parking facilities provided for the leased premises in common with
others entitled to the use thereof. Said parking areas plus any stairs,
corridors, walkways, elevators or other common areas (hereinafter collectively
called the common areas) shall in all cases be considered a part of the leased
premises when they are used by LESSEE or LESSEE's employees, agents, or
invitees. LESSEE will not obstruct in any manner any portion of the building or
the walkways or approaches to the building, and will conform to all rules and
regulations now or hereafter made by LESSOR for parking, and for the care, use,
or alteration of the building, its facilities and approaches. LESSEE further
warrants that LESSEE will not permit any employee to violate this or any other
covenant or obligation of LESSEE. No unattended parking will be permitted
between 7:00 PM and 7:00 AM without LESSOR's prior written approval, and from
December 1 through March 31 annually, such parking shall be permitted only in
those areas specifically designated for assigned overnight parking. Unregistered
or disabled vehicles, or storage trailers of any type, may not be parked at any
time. LESSOR may tow, at LESSEE's sole risk and expense, any misparked vehicle
belonging to LESSEE or LESSEE's agents, employees, invitees or callers, at any
time. LESSOR shall not be responsible for providing any security services for
the leased premises.

     16. LIABILITY. LESSEE shall be solely responsible as between LESSOR and
LESSEE for deaths or personal injuries to all persons whomsoever occurring in or
on the leased premises (including any common areas that are [insert addendum
16c] considered part of the leased premises hereunder) and damage to property to
whomsoever belonging arising out of the use, control, condition or occupation of
the leased premises by LESSEE; and LESSEE agrees to indemnify and save harmless
LESSOR and OWNER from any and all liability, including but not limited to costs,
expenses, damages, causes of action, claims, judgments and attorney's fees
caused by or in any way growing out of any matters aforesaid, except for death,
personal injuries or property damage [insert addendum 16a] resulting from the
negligence [insert addendum 16b] LESSOR.

     17. INSURANCE. LESSEE will secure and carry at its own expense a commercial
general liability policy insuring LESSEE, LESSOR and OWNER against any claims
based on bodily injury (including death) or property damage arising out of the
condition of the leased premises (including any common areas that are considered
part of the leased premises hereunder) or their use by LESSEE, such policy to
insure LESSEE, LESSOR and OWNER against any claim up to One Million (1,000,000)
Dollars in the case of any one accident involving bodily injury (including
death), and up to One Million (1,000,000) Dollars against any claim for damage
to property. LESSOR and OWNER shall be included in each such policy as
additional insureds using ISO Form CG 20 26 11 85 or some other form approved by
LESSOR. LESSEE will file with LESSOR prior to occupancy certificates and any
applicable riders or endorsements showing that such insurance is in force, and
thereafter will file renewal certificates prior to the expiration of any such
policies. All such insurance certificates shall provide that such policies shall
not be cancelled without at least ten (10) days prior written notice to each
insured. In the event LESSEE shall fail to provide or maintain such insurance at
any time during the term of this lease, then LESSOR may elect to contract for
such insurance at LESSEE's expense.

     18. SIGNS. LESSOR authorizes, and LESSEE at LESSEE's expense agrees to
erect promptly upon commencement of this lease, signage for the leased premises
in accordance with LESSOR's building standards for style, size, location, etc.
LESSEE shall obtain the prior written consent of LESSOR before erecting any sign
on the leased premises, which consent shall include approval as to size,
wording, design and location, [insert addendum 18a]. LESSOR may remove and
dispose of any sign not approved, erected or displayed in conformance with this
lease.

     19. BROKERAGE. LESSEE warrants and represents to LESSOR that LESSEE has
dealt with no broker or third person with respect to this lease, [insert
addendum 19a], and LESSEE agrees to indemnify LESSOR against any


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brokerage claims arising by virtue of this lease. LESSOR warrants and represents
to LESSEE that LESSOR has employed no exclusive broker or agent in connection
with the letting of the leased premises [insert addendum 19b].

     20. DEFAULT AND ACCELERATION OF RENT. In the event that: (a) any assignment
for the benefit of creditors, trust mortgage, receivership or other insolvency
proceeding shall be made or instituted with respect to LESSEE or LESSEE's
property [insert addendum 20a]; (b) LESSEE shall default in the observance or
performance a of any of LESSEE's covenants, agreements, or obligations
hereunder, other than substantial monetary payments as provided below, and such
default shall not be corrected within [insert addendum 20b] after written notice
thereof [insert addendum 20c]; or (c) LESSEE vacates the leased premises [insert
addendum 20d], then LESSOR shall have the right thereafter, while such default
continues and without demand or further notice, to re-enter and take possession
of the leased premises, to declare the term of this lease ended, and to remove
LESSEE's effects, without being guilty of any manner of trespass, and without
prejudice to any remedies which might be otherwise used for arrears of rent or
other default or breach of the lease. If LESSEE shall default in the payment of
the security deposit, rent, taxes, substantial invoice from LESSOR or LESSOR's
agent for goods and/or services or other sum herein specified, and such default
shall continue for ten (10) days after written notice thereof, and, because both
parties agree that nonpayment of said sums when due is a substantial breach of
the lease, and, because the payment of rent in monthly installments is for the
sole benefit and convenience of LESSEE, then in addition to the foregoing
remedies the entire balance of rent which is due hereunder shall become
immediately due and payable as liquidated damages. LESSOR, without being under
any obligation to do so and without thereby waiving any default, may remedy same
for the account and at the expense of LESSEE [insert addendum 20e]. If LESSOR
pays or incurs any obligations for the payment of money in connection therewith,
such sums paid or obligations incurred plus interest and costs, shall be paid to
LESSOR by LESSEE as additional rent. Any sums received by LESSOR from or on
behalf of LESSEE at any time shall be applied first to any unamortized
improvements completed for LESSEE's occupancy, then to offset any outstanding
invoice or other payment due to LESSOR, with the balance applied to outstanding
rent. LESSEE agrees to pay reasonable attorney's fees and/or administrative
costs incurred by LESSOR in enforcing any or all obligations of LESSEE under
this lease at any time. LESSEE shall pay LESSOR interest at the rate of eighteen
(18) percent per annum on any payment from LESSEE to LESSOR which is past due.

     21. NOTICE. Any notice from LESSOR to LESSEE relating to the leased
premises or to the occupancy thereof shall be deemed duly served when served by
constable, or sent to the leased premises by certified mail, return receipt
requested, postage prepaid, addressed to LESSEE. Any notice from LESSEE to
LESSOR relating to the leased premises or to the occupancy thereof shall be
deemed duly served when served by constable, or delivered to LESSOR by certified
mail, return receipt requested, postage prepaid, addressed to LESSOR at 200 West
Cummings Park, Woburn, MA 01801 or at LESSOR's last designated address. No oral
notice or representation shall have any force or effect. Time is of the essence
in the service of any notice.

     22. OCCUPANCY. In the event that LESSEE takes possession of said leased
premises prior to the start of the lease term, LESSEE will perform and observe
all of LESSEE's covenants from the date upon which LESSEE takes possession
except the obligation for the payment of extra rent for any period of less than
one month. In the event that LESSEE continues to occupy or control all or any
part of the leased premises after the agreed [insert addendum 22a] of this lease
without the written permission of LESSOR, then LESSEE shall be liable to LESSOR
for any and all loss, damages or expenses incurred by LESSOR, and all other
terms of this lease shall continue to apply except that rent shall be due in
full monthly installments at a rate of one hundred fifty (150) percent of that
which would otherwise be due under this lease, it being understood between the
parties that such extended occupancy is as a tenant at sufferance and is solely
for the benefit and convenience of LESSEE and as such has greater rental value.
LESSEE's control or occupancy of all or any part of the leased premises beyond
noon on the last day of any monthly rental period shall constitute LESSEE's
occupancy for an entire additional month, and increased rent as provided in this
section shall be due and payable immediately in advance. LESSOR's acceptance of
any payments from LESSEE during such extended occupancy shall not alter LESSEE's
status as a tenant at sufferance.

     23. FIRE PREVENTION. LESSEE agrees to use every reasonable precaution
against fire and agrees to provide and maintain approved, labeled fire
extinguishers, emergency lighting equipment, and exit signs and complete any
other modifications within the leased premises as required or recommended by the
Insurance Services Office (or successor organization), OSHA, the local Fire
Department, or any similar body.

     24. OUTSIDE AREA. Any goods, equipment, or things of any type or
description held or stored in any common area without LESSOR's prior written
consent shall be deemed abandoned and may be removed by LESSOR at LESSEE's
expense without notice. LESSEE shall maintain a building standard size dumpster
in a location approved by LESSOR, which dumpster shall be provided and serviced
at LESSEE's expense by whichever disposal firm may from time to time be
designated by LESSOR. Alternatively, if a shared dumpster or compactor is
provided by LESSOR, LESSEE shall pay its proportionate share of any costs
associated therewith.

     25. ENVIRONMENT. LESSEE will so conduct and operate the leased premises as
not to interfere in any way with the use and enjoyment of other portions of the
same or neighboring buildings by others by reason of odors, smoke, exhaust,
smells, noise, pets, accumulation of garbage or trash, vermin or other pests, or
otherwise, and will at its expense employ a professional pest control service if
necessary. LESSEE agrees to maintain efficient and effective devices for
preventing damage to heating equipment from solvents, degreasers, cutting oils,
propellants, etc. which



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may be present at the leased premises. No hazardous materials or wastes shall be
stored, disposed of, or allowed to remain at the leased premises at any time,
and LESSEE shall be solely responsible for any and all corrosion or other damage
associated with the use, storage and/or disposal of same by LESSEE.

     26. RESPONSIBILITY. [insert addendum 26a] Neither LESSOR nor OWNER shall be
held liable to anyone for loss or damage caused in any way by the use, leakage,
seepage or a escape of water from any source, or for the cessation of any
service rendered customarily to said premises or buildings, or agreed to by the
terms of this lease, due to any accident, the making of repairs, alterations or
improvements, labor difficulties, weather conditions, mechanical breakdowns,
trouble or scarcity in obtaining fuel, electricity, service or supplies from the
sources from which they are usually obtained for said building, or any cause
beyond LESSOR's immediate control.

     27. SURRENDER. LESSEE shall at the termination of this lease remove all of
LESSEE's goods and effects from the leased premises. LESSEE shall deliver to
LESSOR the leased premises and all keys and locks thereto, all fixtures and
equipment connected therewith, and all alterations, additions and improvements
made to or upon the leased premises, whether completed by LESSEE, LESSOR or
others, including but not limited to any offices, [insert addendum 27a]
partitions, window blinds, floor coverings (including computer floors), plumbing
and plumbing fixtures, air conditioning equipment and ductwork of any type,
exhaust fans or heaters, water coolers, burglar alarms, telephone wiring, air or
gas distribution piping, compressors, overhead cranes, hoists, trolleys or
conveyors, counters, all electrical work, including but not limited to lighting
fixtures of any type, wiring, conduit, EMT, transformers, distribution panels,
bus ducts, raceways, outlets and disconnects, and furnishings or equipment which
have been bolted, welded, nailed, screwed, glued or otherwise attached to any
wall, floor, ceiling, roof, pavement or ground, or which have been directly
wired to any portion of the electrical system or which have been plumbed to the
water supply, drainage or venting systems serving the leased premises. LESSEE
shall deliver the leased premises sanitized from any chemicals or other
contaminants, and broom clean and in the same condition as they were at the
commencement of this lease or any prior lease between the parties for the leased
premises, or as they were modified during said term with LESSOR's written
consent reasonable wear and tear, [insert addendum 27b] and damage by fire or
other casualty only excepted. In the event of LESSEE's failure to remove any of
LESSEE's property from the leased premises upon termination of the lease, LESSOR
is hereby authorized, without liability to LESSEE for loss or damage thereto,
and at the sole risk of LESSEE, to remove and store any such property at
LESSEE'S expense, or to retain same under LESSOR's control, or to sell at public
or private sale (without notice), any or all of the property not so removed and
to apply the net proceeds of such sale to the payment of any sum due hereunder,
or to destroy such abandoned property. In no case shall the leased premises be
deemed surrendered to LESSOR until the termination date provided herein or such
other date as may be specified in a written agreement between the parties,
notwithstanding the delivery of any keys to LESSOR.

     28. GENERAL. (a) The invalidity or unenforceability of any provision of
this lease shall not affect or render invalid or unenforceable any other
provision hereof. (b) The obligations of this lease shall run with the land, and
this lease shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that LESSOR and OWNER shall
be liable only for obligations occurring while lessor, owner or master lessee of
the premises. (c) Any action or proceeding arising out of the subject matter of
this lease shall be brought by LESSEE within [insert addendum 28a] after the
cause of action has occurred and only in a court of the Commonwealth of
Massachusetts. (d) If LESSOR is acting under or as agent for any trust or
corporation, the obligations of LESSOR shall be binding upon the trust or
corporation, but not upon any trustee, officer, director, shareholder, or
beneficiary of the trust or corporation individually. (e) If LESSOR is not the
owner (OWNER) of the leased premises, LESSOR represents that said OWNER has
agreed to be bound by the terms of this lease unless LESSEE is in default
hereof. (f) This lease is made and delivered in the Commonwealth of
Massachusetts, and shall be interpreted, construed, and enforced in accordance
with the laws thereof. (g) This lease was the result of negotiations between
parties of equal bargaining strength, and when executed by both parties shall
constitute the entire agreement between the parties, superseding all prior oral
and written agreements, representations, statements and negotiations relating in
any way to the subject matter herein. This lease may not be extended or amended
except by written agreement signed by both parties or as otherwise provided
herein, and no other subsequent oral or written representation shall have any
effect hereon. (h) Notwithstanding any other statements herein, LESSOR makes no
warranty, express or implied, concerning the suitability of the leased premises
for LESSEE's intended use. (i) LESSEE agrees that if LESSOR does not deliver
possession of the leased premises as herein provided for any reason, LESSOR
shall not be liable for any damages to LESSEE for such failure, but LESSOR
agrees to use reasonable efforts to deliver possession to LESSEE at the earliest
possible date. A [insert addendum 28b] abatement of rent, excluding the cost of
any amortized improvements to the leased premises, for such time as b LESSEE may
be deprived of possession of the leased premises, except where a delay in
delivery is caused in any way by LESSEE, shall be LESSEE's sole remedy. (j)
Neither the submission of this lease form, nor the prospective acceptance of the
security deposit and/or rent shall constitute a reservation of or option for the
leased premises, or an offer to lease, it being expressly understood and agreed
that this lease shall not bind either party in any manner whatsoever until it
has been executed by both parties. (k) LESSEE shall not be entitled to exercise
any option contained herein if LESSEE is at that time in default of any terms or
conditions hereof, [insert addendum 28c]. (I) Except as otherwise provided
herein, LESSOR, OWNER and LESSEE shall not be liable for any special, c
incidental, indirect or consequential damages, including but not limited to lost
profits or loss of business,



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arising out of or in any manner connected with performance or nonperformance
under this lease, even if any party has knowledge of the possibility of such
damages. (m) The headings in this lease are for convenience only and shall not
be considered part of the terms hereof. (n) No endorsement by LESSEE on any
check shall bind LESSOR in any way. (o) LESSOR and LESSEE hereby waive any and
all rights to a jury trial in any proceeding in any way arising out of this
lease.

     29. SECURITY AGREEMENT. THIS PARAGRAPH DOES NOT APPLY.

     30. WAIVERS, ETC. No consent or waiver, express or implied, by LESSOR, to
or of any breach of any covenant, condition or duty of LESSEE shall be construed
as a consent or waiver to or of any other breach of the same or any other
covenant, condition or duty. If LESSEE is several persons, several corporations
or a partnership, LESSEE's obligations are joint or partnership and also
several. Unless repugnant to the context, "LESSOR" and "LESSEE" mean the person
or persons, natural or corporate, named above as LESSOR and as LESSEE
respectively, and their respective heirs, executors, administrators, successors
and assigns.

     31. AUTOMATIC FIVE-YEAR EXTENSIONS. THIS PARAGRAPH DOES NOT APPLY.

     32. ADDITIONAL PROVISIONS. (Continued on attached rider(s) if necessary.)

                             - SEE ATTACHED RIDER -



    IN WITNESS WHEREOF, LESSOR and LESSEE have hereunto set their hands and
common seals and intend to be legally bound hereby this 10th day of August,
1999.

LESSOR:  CUMMINGS PROPERTIES, LLC          LESSEE:  BOOK TECH, INC.

  By: /s/ illegible signature                By: /S/ MORRIS A. SHEPARD
      --------------------------                 ----------------------------
      Executive Vice President


                                    GUARANTY

    IN CONSIDERATION of the making of the above lease by Cummings Properties
LLC, with Book Tech, Inc.

--------------------------------------------------------------------------------
at the request of the undersigned and in reliance on this guaranty, the
undersigned (GUARANTOR) hereby personally guarantees the prompt payment of rent
by LESSEE and the performance by LESSEE of all terms, conditions, covenants and
agreements of the lease, any amendments thereto and any extensions or
assignments thereof, and the undersigned promises to pay all expenses, including
reasonable attorney's fees, incurred by LESSOR in enforcing all obligations of
LESSEE under the lease or incurred by LESSOR in enforcing this guaranty.
LESSOR's consent to any assignments, subleases, amendments and extensions by
LESSEE or to any compromise or release of LESSEE's liability hereunder, with or
without notice to the undersigned, or LESSOR's failure to notify the undersigned
of any default and/or reinstatement of the lease by LESSEE, shall not relieve
the undersigned from liability as GUARANTOR.

    IN WITNESS WHEREOF, the undersigned GUARANTOR has hereunto set his/her/its
hand and common seal intending to be legally bound hereby as of this 10th day of
August, ______.


                                              /S/ MORRIS A. SHEPARD
                                              ------------------------



<PAGE>


                                ADDENDUM TO LEASE

                                 BOOK TECH, INC.


5.   a.   at 42 Cummings Park

     b.   and all areas at 43 Cummings Park, year-round

     c.   municipal

     d.   which approval shall not be unreasonably withheld, delayed or
          conditioned

7.   a.   and LESSEE's cost of relocation.

8.   a.   except due to fire or other casualty or to any cause beyond LESSEE's
          control.

9.   a.   the roof, foundation and all common areas of the building of which the
          leased premises are a part, driveways, parking areas and landscaping,

     b.   its agents or employees

     c.   except damage caused by LESSOR

     d.   taking by eminent domain

     e.   except for latent or hidden conditions.

     f.   and shall be performed by LESSOR in a manner that will not
          unreasonably interfere with LESSEE's use of or access to the leased
          premises.

10.  a.   which consent shall not be unreasonably withheld, delayed or
          conditioned.

     b.   reasonable

     c.   bonded,

     d.   provided that any such changes do not unreasonably interfere with
          LESSEE's use of, or access to, the leased premises.

11.  a.   which consent shall not be unreasonably withheld, delayed or
          conditioned.

     b.   which shall not exceed $500.00.

12.  a.   provided LESSOR obtains and delivers to LESSEE, when requested, a
          standard non-disturbance agreement from such mortgagee(s).

13.  a.   Except for emergencies, such access shall be on reasonable advance
          notice, and to the extent possible, conducted in a manner so as not to
          unreasonably interfere with LESSEE's use of the leased premises.

14.  a.   except those claims based on LESSOR's sole negligence.

16.  a.   to the extent



<PAGE>


     b.   misconduct or material breach of this lease by

     c.   in use by LESSEE or LESSEE's employees, agents or invitees and so are

18.  a.   such consent not to be unreasonably withheld, delayed or conditioned.

19.  a.   except for Phillip Burgess or Burgess Properties,

     b.   and that LESSOR shall be responsible for any fees due to Phillip
          Burgess.

20.  a.   and if involuntary, is not dismissed within sixty (60) days after
          commencement

     b.   thirty (30)

     c.   or such longer period of time as shall be reasonably necessary to cure
          any such default provided LESSEE commences to cure default within
          thirty (30) days and thereafter diligently prosecutes the same

     d.   other than due to fire or other casualty or any other cause completely
          beyond LESSEE's control

     e.   if LESSEE fails to cure such default within ten (10) days after
          written notice thereof.

22.  a.   expiration

26.  a.   Subject to Sections 16 and 17 above,

27.  a.   non-portable

     b.   taking by eminent domain

28.  a.   two years

     b.   per diem

     c.   beyond any applicable grace period




<PAGE>


                            CUMMINGS PROPERTIES, LLC
                                 STANDARD FORM                     7990453-AWT-3


                                 RIDER TO LEASE

     The following additional provisions are incorporated into and made a part
of the attached lease:

A.   * LESSOR, at LESSOR's cost, shall modify the leased premises according to a
     mutually agreed upon plan attached hereto before or about the time LESSEE
     takes possession of the leased premises.

B.   LESSEE acknowledges and agrees that the electric service upgrade to 800A,
     120/208V that LESSEE has requested may not be completed by Boston Edison as
     of the commencement date of the lease. Notwithstanding any such delay,
     LESSEE's obligation to pay monthly rent shall commence as of the
     commencement date of the lease without any abatement.

C.   Upon completion of the modifications provided for herein, LESSOR shall
     carefully remeasure the entire leased premises using LESSOR's standard
     methodology, and if the size does not equal the total number of square feet
     set forth in the initial paragraph of this lease, LESSOR shall notify
     LESSEE in writing of the actual revised square footage and the
     corresponding increase or decrease in rent, based on the same rate per
     square foot used in this lease.

D.   * Provided LESSEE is not then in default of this lease or in arrears of any
     rent or invoice payment, LESSEE shall have the right to extend this lease,
     including all terms, conditions, escalations, etc., for one additional
     period of five (5) years ("the extended lease term") by serving LESSOR with
     written notice of its desire to so extend the lease. The time for serving
     such written notice shall be not more than 12 months or less than 6 months
     prior to the expiration of the initial lease term. Time is of the essence.

E.   * Notwithstanding the provisions of Section 1, annual base rent during the
     extended lease term shall be recalculated at LESSOR's published annual
     rental rate as of the commencement of the extended lease term for similar
     space, and the base month from which to determine the amount of each "Cost
     of Living" adjustment during the extended lease term shall then be changed
     to January 2004. The "comparison" month shall be changed to November 2004,
     and the first adjustment during the extended lease term shall take place
     with the rent due on January 1, 2005. Section 1 shall continue to apply in
     all other respects during the extended lease term.

F.   * Prior to the termination date of this lease, LESSEE may remove the
     telephone system, copying machines, electronic, copying, computer and
     similar data equipment and lines supplied and installed by LESSEE if LESSEE
     has satisfactorily complied with all other conditions of this lease and if
     LESSEE repairs any and all damage resulting from such removal and restores
     the leased premises to their condition prior to the installation of said
     equipment, all on a timely basis prior to the end of the lease term. Time
     is of the essence.

G.   * LESSOR hereby represents that, to the best of its knowledge and belief,
     the use of the leased premises for the purposes set forth in Section 3 is
     permitted under the Massachusetts General Laws and the Wobum Zoning
     Ordinance. In the event, however, that the City of Wobum issues a citation
     to LESSEE prohibiting the use of the leased premises for said purposes and
     said citation is adjudged valid after LESSEE has exhausted all applicable
     appeals, then LESSEE may cancel this lease by serving LESSOR with 30 days
     prior written notice to that effect, and neither party shall have any
     further obligation to the other. Cancellation of the lease shall be
     LESSEE's exclusive remedy for any breach by LESSOR of this representation
     or otherwise in connection with such municipal action.

H.   * In the event that the entire balance of rent is accelerated pursuant to
     Section 20 above on account of the nonpayment of any sums due under this
     lease, provided LESSEE then fully cures such nonpayment and pays any other
     sums that are then due (including LESSOR's legal fees and costs) prior to
     the entry of a final judgment for the full accelerated rent, LESSOR agrees
     to reinstate the lease in full and to waive the acceleration of the rent
     (without waiving any rights which may arise with respect to any subsequent
     default). Time is of the essence.


LESSOR:  CUMMINGS PROPERTIES, LLC             LESSEE:  BOOK TECH, INC.


  By: /s/ illegible signature                   By: /S/ MORRIS A. SHEPARD
      --------------------------                    -------------------------
      Executive Vice President

Date: 8/10/99
      --------------------------



<PAGE>


                               CUMMINGS PROPERTIES
                                 STANDARD FORM                       8990525-AWT


                             AMENDMENT TO LEASE # 1

     In consideration with a lease currently in effect between the parties at 42
and 43 Cummings Park, Woburn, Massachusetts, executed on August 10, 1999 and
terminating September 14, 2004, and in consideration of the mutual benefits to
be derived herefrom, Cummings Properties, LLC Lessor, and Book Tech, Inc.,
LESSEE, hereby agree to amend said lease as follows:

1.   *LESSOR, at LESSEE's sole expense, shall complete alterations and
     improvements within the leased premises in accordance with the mutually
     agreed upon plan attached hereto. LESSOR shall amortize the agreed charge
     of $42,455, plus interest at the rate of 9.75%, for said construction as
     additional rent as provided below.

2.   * The Security Deposit is hereby increased by $2,000 from $22,000 to a new
     total of $24,000. LESSEE shall pay this increase upon LESSEE's execution of
     this amendment.





     This amendment shall not bind either party in any manner until it has been
executed by both parties. All other terms, conditions and covenants of the
present lease shall continue to apply except that adjusted base rent shall be
increased by $10,761.96 annually, from a total of $133,348.00 to a new annual
total of $144,109.96 or $12,009.16 per month. Annual base rent for purposes of
computing any future escalations thereon shall be $144,109.96. This amendment
shall be effective September 15th 1999 and shall continue through the balance of
the lease and any extensions thereof unless further modified by written
amendment(s).

     In Witness Whereof, LESSOR and LESSEE have hereunto set their hands and
common seals this _________________ day of __________________, 1999.



LESSOR: CUMMINGS PROPERTIES, LLC            LESSEE:  BOOK TECH, INC.



  By:                                         By: /S/ MORRIS A. SHEPARD
      ----------------------------                -----------------------------
      Executive Vice President



<PAGE>


                              CUMMINGS PROPERTIES
                                 STANDARD FORM                    12990809-JTH-B


                             AMENDMENT TO LEASE # 2

     In consideration with a lease currently in effect between the parties at 42
and 43 Cummings Park, Woburn, Massachusetts, executed on August 10, 1999 and
terminating September 14, 2004, and in consideration of the mutual benefits to
be derived herefrom, Cummings Properties, LLC Lessor, and Book Tech, Inc.,
LESSEE, hereby agree to amend said lease as follows:

3.   *LESSOR, at LESSEE's sole expense, shall complete alterations and
     improvements within the leased premises in accordance with the mutually
     agreed upon plan Additional Work Authorization dated December 8, 1999
     attached hereto. LESSOR shall amortize the agree charge of $3,895, plus
     interest at the rate of 9.75%, for said construction as additional rent as
     provided below.






     This amendment shall not bind either party in any manner until it has been
executed by both parties. All other terms, conditions and covenants of the
present lease shall continue to apply except that adjusted base rent shall be
increased by $1,058.08 annually, from a total of $144,946.92 to a new annual
total of $146,005.00 or $12,167.08 per month. Annual base rent for purposes of
computing any future escalations thereon shall be $146,005.00. This amendment
shall be effective January 1, 2000 and shall continue through the balance of the
lease and any extensions thereof unless further modified by written
amendment(s).

     In Witness Whereof, LESSOR and LESSEE have hereunto set their hands and
common seals this 26th day of January, 2000.



LESSOR: CUMMINGS PROPERTIES, LLC          LESSEE: BOOK TECH, INC.



By: /s/ illegible signature                 By: /S/ TED BERNHARDT
    -----------------------------               --------------------------------
    Executive Vice President                    Duly Authorized
                                                Print Name:
                                                            --------------------



<PAGE>


                          ADDITIONAL WORK AUTHORIZATION


                       ATLANTIC BOSTON CONSTRUCTION, INC.
                    200 WEST CUMMINGS PARK, WOBURN, MA 01801
                        781-935-8000 -- fax 781-935-1990

--------------------------------------------------------------------------------
CUSTOMER NAME                                          DATE          ORIGINATOR
Book Tech, Inc.                                        12/8/99       AWT/JW
--------------------------------------------------------------------------------
STREET                           CITY                  CITY          Zip Code
42 & 43 Cummings Park            Woburn                MA            01801
--------------------------------------------------------------------------------
ATTENTION                        PHONE                 FAX
Morris A. Shepherd, Ph.D.        718-729-6250
--------------------------------------------------------------------------------

    PROVIDE LABOR AND MATERIALS TO EXECUTE THE FOLLOWING SCOPE OF WORK:

1.   Install CPL standard 2-ton, A/C only (no heat) roof top Unit (R.T.U.)
     dedicated to Server Room. Work includes: removal of ceiling system, as
     required; capping of existing ductwork leading from existing HVA/C unit
     into Server Room; reactivation of existing ductwork to adjacent Office and
     Break Room from existing HVA/C unit; supply and installation of 2-Ton
     capacity R.T.U. on existing roof curb, associated branch ductwork and low
     ambient temperature kit; extension and flashing of freon and electrical
     lines from suite to R.T.U.; and reinstallation of ceiling system.


                                               PRICE:  $5,101.00
                                              Credit:  $1,116.00
                                                       ---------
                                         TOTAL PRICE:  $3,985.00
                                                       ---------


o    No representation is made as to the suitability of above work for
     Customer's use or occupancy.

o    Customer to remove furniture end equipment from the work area.

o    Customer acknowledges that the above work or revisions from previously
     approved plans may cause a delay beyond any prior scheduled completion
     date.

o    This quote is valid for 30 days from the date of Issue. If space Is
     unoccupied on date of Issue, prices may increase after occupancy, Above
     work Is to be accomplished during normal working hours or during
     prearranged overtime at additional expense. Contract price includes sales
     tax.

o    Payment is due upon the Customer's execution of this authorization.

o    Customer acknowledges that the work described herein shall be considered
     nonbuilding standard under the terms of the lease and shall be maintained
     by Customer following installation, unless otherwise noted.

ACCEPTED BY: /S/ TED BERNHARDT                  DATE: 12/8/99
             --------------------------------         -----------------------
             PRINTED NAME:                      TITLE:
                          -------------------         -----------------------

--------------------------------------------------------------------------------
FOR OFFICE ONLY   Design/Construction    Supervisor     LESSEE Cert of Insurance
                             Approval      Approval      and Endorsement on file
--------------------------------------------------------------------------------