<PAGE>

Revised 12/14/95

                           TENANT: CacheLink Corp.

                                   LEASE OF

                           WESTBOROUGH OFFICE PARK

                                BUILDING FIVE

                             1500 West Park Drive
                          Westborough, Massachusetts


                              TABLE OF CONTENTS

ARTICLE
NUMBER                              TITLE                                  PAGE

I.        DEFINITIONS                                                        1
II.       PREMISES AND APPURTENANT RIGHTS                                    3
III.      BASIC RENT                                                         5
IV.       COMMENCEMENT AND CONDITION                                         7
V.        USE OF PREMISES                                                   10
VI.       ASSIGNMENT AND SUBLETTING                                         12
VII.      RESPONSIBILITY FOR REPAIRS AND CONDITION OF
          PREMISES; SERVICES TO BE FURNISHED BY LANDLORD                    14
VIII.     REAL ESTATE TAXES                                                 16
IX.       OPERATING EXPENSES                                                18
X.        INDEMNITY AND PUBLIC LIABILITY INSURANCE                          19
XI.       LANDLORD'S ACCESS TO PREMISES                                     22
XII.      FIRE, EMINENT DOMAIN, ETC.                                        22
XIII.     DEFAULT                                                           24
XIV.      MISCELLANEOUS PROVISIONS                                          27
          14.1    Extra Hazardous Use                                       27
          14.2    Waiver                                                    27
          14.3    Covenant of Quiet Enjoyment                               28
          14.4    Landlord's Liability                                      28
          14.5    Transfer of Title                                         29

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          14.6    Rules and Regulations                                     29
          14.7    Additional Charges                                        30
          14.8    Invalidity of Particular Provisions                       30
          14.9    Provisions Binding, Etc.                                  30
          14.10   Notices                                                   30
          14.11   When Lease Becomes Binding                                31
          14.12   Paragraph Headings                                        31
          14.13   Rights of Mortgagee or Ground Lessor                      31
          14.14   Status Report                                             33
          14.15   Remedying Defaults                                        33
          14.16   Holding Over                                              33
          14.17   Waiver of Subrogation                                     33
          14.18   Surrender of Premises                                     34
          14.19   Brokerage                                                 34
          14.20   Governing Law                                             34

EXHIBIT OC    (Operating Costs)
EXHIBIT FP    (Floor Plan)
EXHIBIT LP    (Tenant's Layout Plan)
EXHIBIT LC    (Letter of Credit)
EXHIBIT DC    (Landlord's Draft and Certificate)
EXHIBIT B     (Building Interior Finish Standards)
EXHIBIT C     (Building Services)
EXHIBIT A     (Description of Land Parcel)
EXHIBIT GL    (Ground Lease)
EXHIBIT I     (Payment Schedule for $173,500 Loan -
              3-Year Term @ 10% Interest)




<PAGE>

                                    LEASE



      THIS INSTRUMENT IS A LEASE, dated as of November 10, 1995 in which
the Landlord and the Tenant are the parties hereinafter named, and which
relates to space in the building (the "Building") known as Building Five
in the Westborough Office Park located at 1500 West Park Drive, Westborough,
Massachusetts. The parties to this instrument hereby agree with each other as
follows:

                                  ARTICLE I

                                 DEFINITIONS



1.1      INTRODUCTION. The capitalized terms used in this Lease and listed in
         this Article I shall have the definitions set forth in Section 1.2 and
         1.3 below.

1.2      BASIC DATA.

                  Landlord: Westborough Associates Building Five Limited
         Partnership, a Massachusetts limited partnership

                  Landlord's Original Address: c/o Robert Elder Associates, 50
         Milk Street, Boston, MA 02109

                  Tenant: CacheLink Corp.

                  Tenant's Original Address: 1500 West Park Drive, Suite 360,
         Westborough, Massachusetts 01581

                  Basic Rent: $209,745.00 ($15.33 per square foot of Premises
         Rentable Area per annum) plus $42,551 ($3.11/s.f./yr) for amortization
         of special leasehold improvements. Both of the above rates may be
         adjusted and/or abated pursuant to Section 2.1.

                  Premises Rentable Area: Agreed to be 13,682 square feet.

                  Permitted Uses: General Office

                  Escalation Factor: 18.02%, as computed in accordance with the
         Escalation Factor Computation.

                  Construction Completion Date: January 31, 1996

                  Tenant's Layout Plan: A plan dated November 27, 1995 and
         attached to this Lease as Exhibit LP.




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         Intial Term: Three (3) years commencing on the Commencement Date and
expiring at the close of the day immediately preceding the third anniversary of
the Commencement Date, except that if the Commencement Date shall be other than
the first day of the calendar month, the expiration of the Initial Term shall be
at the close of the day on the last day of the calendar month in which such
anniversary shall fall.

         Base Operating Expenses: Actual Operating Expenses
                                  for calendar year 1995

         Base Taxes: $81,000

         Broker: Leggat McCall/Grubb & Ellis, Inc.
                 The Codman Company, Inc.


1.3      ADDITIONAL DEFINITIONS.

         Agent: Leggat McCall Properties Management, Inc.
                1700 West Park Drive
                Westborough, MA 01581

         Building Rentable Area: Agreed to be 79,912 s.f.

         Business Days: All days except Saturday, Sunday, New Year's Day,
President's Birthday, Patriot's Day, Memorial Day, Independence Day, Labor Day,
Columbus Day, Veterans Day, Thanksgiving Day, Christmas Day (and the following
day when any such day occurs on Sunday) and such other days that Tenant
presently or in the future recognizes as holidays for Tenant's general office
staff.

         Commencement Date: As defined in Section 4.1.

         Default of Tenant: As defined in Section 13.1.

         Escalation Charges: The amounts payable by Tenant under Section 8.1 and
9.2 on account of Taxes and Operating Expenses.

         Escalation Factor Computation: Premises Rentable Area divided by 95% of
Building Rentable Area.

         Force Majeure: Collectively and individually, strike or other labor
trouble, fire and other casualty, governmental pre-emption of priorities or
other controls in connection with a national or other public emergency or
shortages of fuel, supplies of labor resulting therefrom, or any other cause,
whether similar or dissimilar, beyond Landlord's reasonable control.

         Initial Public Liability Insurance: $1,000,000 per occurrence (combined
single limit) for property damage, bodily injury or death.

                                     -2-

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         Land Parcel: The parcel of land in Westborough, Massachusetts, upon
which the Building is situated, shown as Lot 6 and Lot 6.1 on a certain plan
entitled "Compiled Plan of Land in Westborough, Massachusetts, (Worcester
County), Scale 1" = 50', dated April 19, 1988, by The BSC Group - Worcester,
Inc., 33 Waldo Street, Worcester, Massachusetts," which parcel is more
particularly described on Exhibit A attached to this Lease.

         Landlord's Work: As defined in Section 4.2.

         Office Park: The entire development known as Westborough Office Park in
which the Building is located and situated on approximately 137.9 acres of land
located at West Park Drive and Streets, Westborough, Massachusetts.

         Operating Expenses: As defined in Section 9.1 and Exhibit OC.

         Operating Year: As defined in Section 9.1.

         Premises: A portion of the first floor of the Building as shown on
Exhibit FP annexed hereto.

         Premises Useable Area: The carpetable area within the Premises.

         Property: The Building and the Land Parcel (including all driveways,
parking areas and sidewalks).

         Substantial Completion Date: As defined in Section 4.2(b).

         Tax Year: As defined in Section 8.1.

         Taxes: As defined in Section 8.1.

         Tenant's Delay: As defined in Section 4.4.

         Tenant's Removable Property: As defined in Section 5.2.

         Term of this Lease: The Initial Term and any extension thereof in
accordance with the provisions hereof.


                                  ARTICLE II

                       PREMISES AND APPURTENANT RIGHTS

2.1      LEASE OF PREMISES. Landlord hereby demises and leases to Tenant, and
         Tenant hereby accepts from Landlord, the Premises for the Term of this
         Lease and upon the terms and conditions set forth in this Lease.


                                     -3-


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2.2      APPURTENANT RIGHTS AND RESERVATIONS. (a) Tenant shall have, as
         appurtenant to the Premises, the non-exclusive right to use, and permit
         its employees, agents, contractors and invitees to use in common with
         others entitled thereto; the entrances, exits, roads and walkways of
         the Office Park necessary for access to the Building, the parking areas
         and walkways on the Land Parcel, the loading facilities serving the
         Building, the lobbies, hallways, stairways, elevators and walkways
         necessary for access to the Premises, and if the portion of the
         Premises on any floor includes less than the entire floor, the common
         toilets, corridors and elevator lobby of such floor (collectively, the
         "Common Areas"); but such rights shall always be subject to reasonable
         rules and regulations from time to time established by Landlord
         pursuant to Section 14.6 and to the right of Landlord to designate and
         change from time to time areas and facilities so to be used; provided,
         however, Landlord shall not (i) reduce the number of parking spaces on
         the Property below the number existing as of the date of this Lease,
         (ii) eliminate any common restroom located on the same floor as any
         portion of the Premises, or (iii) materially interfere with access to
         such parking areas, the Building or the Premises. Tenant and its
         employees, agents, contractors and invitees shall have the right to use
         (on a non-exclusive basis) parking spaces in the parking areas
         immediately adjacent to the Building totaling at least four parking
         spaces per 1,000 square feet of Premises Rentable Area.

         (b) Excepted and excluded from the Premises are the ceiling, floor,
         perimeter walls and exterior windows, except the inner sufaces of each
         thereof, and any space in the Premises used (as of the date of this
         Lease) for shafts, stacks, conduits, fan rooms, ducts, electric or
         other utilities, but the entry doors (and related glass and finish
         work) to the Premises are a part thereof. Tenant agrees that Landlord
         shall have the right to place in the Premises (but in such location and
         manner as to avoid interference with Tenant's use of the Premises)
         interior storm windows, sub control devices, utility lines, equipment,
         stacks, pipes, conduits, ducts and the like.  Tenant shall install and
         maintain, as Landlord may require, proper access panels in any hung
         ceilings or walls as may be installed by Tenant in the Premises to
         afford access to any facilities above the ceiling or within or behind
         the walls.

2.3      EXPANSION RIGHT. If at any time during the term of this Lease, rental
         space in the Building becomes available for lease, Landlord covenants
         to first offer such space to Tenant at the then prevailing market
         rental rate in Westborough Office Park. Before offering such available
         space to any other tenant, Landlord shall give to Tenant a written
         offer stating the date on which such space will become available for
         lease by Tenant and the


                                          -4-



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         Landlord's calculation of the then prevailing market rental rate.
         Tenant shall have ten (10) days from receipt of such offer to respond
         to Landlord's notice. If Tenant fails to respond within the ten (10)
         day period, the right of Tenant to take such space becomes void.

2.4      LETTER OF CREDIT. Tenant agrees to provide to Landlord at the time of
         execution of this Lease a Letter of Credit from a bank acceptable to
         Landlord (Landlord hereby acknowledging that Fleet Bank is acceptable)
         in the initial amount of $173,500 in a form substantially similar to
         the form attached to this Lease as Exhibit LC. The Landlord shall be
         the sole beneficiary of the Letter of Credit. The amount of the Letter
         of Credit will be reduced to $120,319 on the first anniversary of the
         Commencement Date and to $63,152 on the second anniversary of the
         Commencement Date.

         Landlord shall be permitted to draw on the Letter of Credit in the
         amounts hereinafter provided if (i) there shall occur a Default of
         Tenant relating to the failure of Tenant to pay Basic Rent due under
         this Lease and such Default of Tenant shall continue uncured after the
         giving of any applicable notice and the expiration of any applicable
         grace period and (ii) Landlord shall deliver to the bank issuing the
         Letter of Credit a certificate, in the form attached to this Lease as
         Exhibit DC (or a substantially similar form used by the issuing bank),
         certifying to the occurrence of a Default of Tenant relating to the
         failure of Tenant to pay Basic Rent due under this Lease, which Default
         of Tenant continued uncured after the giving of any applicable notice
         and the expiration of any applicable grace period.

         If there shall occur a Default of Tenant relating to the failure of
         Tenant to pay basic rent due under this Lease and such Default of
         Tenant shall continue uncured after the giving of notice and the
         expiration of any applicable grace period, and Landlord does not act to
         terminate the Lease, Landlord shall have the right to apply all or any
         portion of the Security Deposit as necessary to cure such Default of
         Tenant. Landlord shall also be permitted to draw the entire amount
         payable under the Letter of Credit if Tenant fails to provide to
         Landlord a substitute Letter of Credit, satisfying the conditions of
         this Section 2.4, within 30 days after receiving from Fleet Bank of
         Massachusetts, N.A. notice of its intention not to renew the Letter
         of Credit issued by Fleet Bank of Massachusetts, N.A. in connection
         with this Lease. If Landlord so draws the amount payable under the
         Letter of Credit on account of such non-renewal, Landlord shall
         deposit the amount so drawn (the "Security Deposit") in a segregated
         interest-bearing escrow account. On the first anniversary of the
         Commencement Date, Landlord shall return to Tenant any balance of the
         Security

                                     -5-

<PAGE>

         Deposit in excess of $120,319; on the second anniversary of the
         Commencement Date, Landlord shall return to Tenant any balance of the
         Security Deposit in excess of $63,152. If any balance of the Security
         Deposit remains at the end of the Term of this Lease, Landlord shall
         return such balance to Tenant within 30 days after the end of the Term
         of this Lease.

                                 ARTICLE III

                                  BASIC RENT

 3.1    PAYMENT.  (a) Tenant agrees to pay to Landlord, or as directed by
        Landlord, commencing on the Commencement Date without offset, abatement
        (except as provided in Section 12.1), deduction or demand, except as
        otherwise specified in this Lease, rent at an annual rate equal to the
        Basic Rent. Such Basic Rent shall be payable in equal monthly
        installments, in advance, on the first day of each and every calendar
        month during the Term of this Lease, at Landlord's Original Address, or
        at such other place as Landlord shall from time to time designate by
        notice, in lawful money of the United States. Until notice of some other
        designation is given, Basic Rent and all other charges for which
        provision is herein made shall be paid by remittance payable to the
        Landlord, and all remittance so received as aforesaid, or by any
        susequently designated recipient, shall be treated as a payment to
        Landlord. In the event that any installment of Basic Rent is not paid
        when due, and such failure shall continue for five Business Days afer
        written notice to Tenant from Landlord, Tenant shall pay, in addition to
        any Escalation Charges or other additional charges due under this Lease,
        at Landlord's request an administrative fee equal to 1% of the overdue
        payment.

        (b) The monthly installment of Basic Rent for any partial month shall be
        prorated on a daily basis. If the Commencement Date shall be other than
        the first day of a calendar month, the first payment which Tenant shall
        make to Landlord shall be equal to such prorated amount of the monthly
        installment of Basic Rent for the partial month from the first day on
        which Tenant must pay Basic Rent to the last day of the month in which
        such date occurs plus the installment of Basic Rent for the succeeding
        calendar month. If the last day of the Term of this Lease shall be other
        than the last day of a calendar month, the last monthly payment of Basic
        Rent shall be equal to such prorated amount of the monthly installment
        of Basic Rent for such partial calendar month at the end of the Term of
        this Lease.

                                     -6-





<PAGE>

                                  ARTICLE IV

                          COMMENCEMENT AND CONDITION

4.1      COMMENCEMENT DATE. The Commencement Date shall be the last to occur of:

         (a)      the Construction Completion Date without giving effect to any
                  extension of same arising solely out of a Tenant's Delay, or

         (b)      the day following the Substantial Completion Date.

4.2      PREPARATION OF THE PREMISES. (a) Landlord shall exercise all reasonable
         effort to complete Landlord's Work (as hereinafter defined) before the
         Construction Completion Date. "Landlord's Work" shall include the
         construction, installations and other work necessary to prepare the
         Premises for Tenant's occupancy according to Tenant's Layout Plan
         attached to this Lease as Exhibit LP, and the Building Interior Finish
         Standards attached to this Lease as Exhibit B, including without
         limitation the installation of building standard carpeting chosen by
         Tenant in the area delineated on the Floor Plan attached to this Lease
         as Exhibit FP and the installation of thirty-three new office doors and
         sidelights. Landlord shall perform Landlord's Work in a good and
         workmanlike manner and in compliance with all laws. Landlord represents
         and warrants to Tenant that, as of the Substantial Completion Date, the
         Premises and the Building shall comply with all applicable laws,
         including without limitation the Americans with Disabilities Act of
         1990, as amended, and that Tenant may lawfully occupy the Premises for
         the conduct of its business. Tenant shall have no claim against
         Landlord for failure so to complete Landlord's Work except the right to
         terminate this Lease in accordance with Section 4.2(c).

         (b) The Premises shall be deemed ready for occupancy on the first day
         (the "Substantial Completion Date") as of which (i) a final Certificate
         of Occupancy has been issued with respect to the Premises and (ii)
         Landlord's Work has been completed except for Punch List Items. "Punch
         List Items" shall include only those items of work (and, if applicable,
         adjustment of equipment and fixtures) which (x) can be completed after
         Tenant's occupancy of the Premises without causing material
         interference with Tenant's use of the Premises or the conduct of
         Tenant's business in the Premises, and (y) are capable of being
         completed within 30 days after the Substantial Completion Date.
         Landlord shall complete all Punch List Items within 30 days after the
         Substantial Completion Date. Tenant shall give Landlord reasonable
         access to the Premises at reasonable times for the purpose of
         completing the Punch List Items;

                                        -7-

<PAGE>

         provided, however, Landlord shall not cause or permit a material
         interference with Tenant's use of the Premises or the conduct of
         Tenant's business on the Premises.

         (c) If the Substantial Completion Date has not occurred by February 15,
         1996, (as it may be extended pursuant to Section 4.4), Tenant shall
         have the right to terminate this Lease by giving notice to Landlord of
         Tenant's desire so to do; and this Lease shall cease and come to an end
         without further liability or obligation on the part of either party
         thirty (30) days after the giving of such notice, unless, within such
         30-day period, the Substantial Completion Date shall occur in which
         case Tenant's election to terminate shall be void; and such right of
         termination shall be Tenant's sole and exclusive remedy at law or in
         equity for Landlord's failure so to complete such Work within such
         time.


4.3      CONCLUSIVENESS OF LANDLORD'S PERFORMANCE. Except for latent defects in
         Landlord's Work and any defects of which Tenant shall have given
         Landlord notice, not later than the end of the second full calendar
         month next beginning after the Commencement Date, Tenant shall have no
         claim that Landlord has failed to perform any of Landlord's Work.
         Except for Landlord's Work and except as otherwise set forth in this
         Lease, the Premises are being leased in their condition "as-is" without
         representation or warranty by Landlord. Tenant acknowledges that it has
         inspected the Premises and Common Areas of the Building and, except for
         Landlord's Work and except as otherwise set forth in this Lease, has
         found the same satisfactory.

4.4      TENANT'S DELAYS. (a) If a delay shall occur in the Substantial
         Completion Date solely as the result of:

                  (i) any request by Tenant that Landlord delay in the
                  commencement or completion of Landlord's Work for any reason;

                  (ii) any material change by Tenant in any of Tenant's Layout
                  Plan; or

                  (iii) any other act or omission of Tenant or its officers,
                  agents, servants or contractors outside of the ordinary scope
                  of Tenant's performance of its obligations under this Lease;
                  then the Substantial Completion Date shall be deemed to occur
                  on the date it would otherwise have occurred but for such
                  delay.

         (b) The delays referred to in paragraph (a) are herein referred to
         collectively and individually as "Tenant's Delay".

         (c) The Construction Completion Date shall automatically be extended
         for the period of any delays


                                        -8-


<PAGE>

         caused by Tenant's Delay(s) or Force Majeure.

4.5      RENEWAL OPTION. Provided, that Tenant is not then in default of any of
         the Tenant's obligations stated in this Lease, Tenant may renew the
         Lease for one (1) additional period of three (3) years (the "Renewal
         Term") by giving written notice to Landlord not later than six (6)
         months prior to the end of the Initial Term. During the Renewal Term,
         the terms and conditions of this Lease shall remain in effect, except
         that the Basic Rent will be at 95% of the then fair market rental rate
         prevailing in Westborough Office Park at the time that Tenant gives
         notice to Landlord. Upon written request by Tenant not more than twelve
         months before the end of the Initial Term, Landlord shall, within ten
         days of such request, give Tenant a written statement of the Basic Rent
         for the renewal term, as calculated by Landlord. The deadline for
         Tenant to exercise its renewal rights under this Section 4.5 shall be
         extended by one day for each day after such ten-day period that
         Landlord shall fail to deliver such statement of the Basic Rent to
         Tenant.

4.6      EARLY TERMINATION RIGHT. In the event that Tenant requires expansion
         space and Landlord cannot provide such space in the Building, Tenant
         may terminate the Lease at the end of the 18th calendar month of the
         Initial Term by giving written notice to Landlord not later than the
         end of the 12th calendar month of the Initial Term along with a payment
         of $131,750. The payment shall accompany Tenant's notice of
         termination. If Tenant exercises its right to terminate this Lease, all
         payments of Basic Rent, additional rent and other charges due under
         this Lease shall be prorated as of the effective date of such
         termination, and all other obligations of Landlord and Tenant shall
         cease as though the Termination date were the date of the ordinary
         expiration of the Term of this Lease.

4.7      EARLY OCCUPANCY. Notwithstanding any contrary provision of this Lease,
         on December 15, 1995, Landlord shall deliver to Tenant possession of
         those portions of the Premises shown as the cross-hatched area of
         "Existing carpet" on the floor plan attached to this Lease as Exhibit
         FP, and Tenant shall have the right to use and occupy such
         cross-hatched area for all Permitted Uses. If Tenant chooses to occupy
         all or any protion of such space on December 15, 1995 or any date
         thereafter up until the Substantial Completion Date, Tenant shall pay
         rent at a rate of $1.50/s.f. of rentable area in those portions of such
         cross-hatched space actually occupied by Tenant per month of occupancy
         prior to substantial Completion Date. In the event that a partial month
         is involved, the rental rate of $1.50/s.f./month shall be prorated.
         Landlord shall permit Tenant and its employees, agents and contractors
         to enter the Premises before the Commencement Date to install Tenant's

                                        -9-

<PAGE>

         electrical, wiring and telecommunications systems and other trade
         fixtures and equipment in the Premises in preparation of Tenant's use
         and occupancy of the Premises under this Lease.


                                  ARTICLE V

                               USE OF PREMISES

5.1      PERMITTED USE. (a) Tenant agrees that the Premises shall be used and
         occupied by Tenant only for Permitted Uses.

         (b) Tenant agrees to conform to the following provisions during the
         Term of this Lease:


                  (i) Tenant shall cause all freight to be delivered to or
                  removed from the Building and the premises in accordance with
                  reasonable rules and regulations established by Landlord under
                  Section 14.6 of this Lease;

                  (ii) Tenant will not place on the exterior of the Premises
                  (including both interior and exterior surfaces of doors and
                  interior surfaces of windows) or on any part of the Building
                  outside the Premises or at any location in the Office Park,
                  any signs, symbol, advertisement or the like visible to public
                  view outside of the Premises. Landlord will not unreasonably
                  withhold consent for signs or lettering on the entry doors to
                  the Premises provided such signs conform to building standards
                  adopted by Landlord and Tenant has submitted to Landlord a
                  plan or sketch of the sign to be placed on such entry doors.
                  Landlord agrees, however, to maintain a tenant directory in
                  the lobby of the Building in which Tenant shall be entitled to
                  have one (1) insertion identifying Tenant's name and the
                  location of the Premises in the Building. If space is
                  available on the tenant directory, Tenant may request that
                  Landlord place additional insertions naming Tenant's personnel
                  on such tenant directory, provided that Tenant shall pay a fee
                  assessed by Landlord for each such additional insertion.

                  (iii) Tenant shall not perform any act or carry on any
                  practice which may injure the Premises, or any other part of
                  the Building or Office Park, or cause any offensive odors or
                  loud noises or constitute a nuisance or a menace to any other
                  tenant or tenants or other persons in the Building or Office
                  Park;

                  (iv) Tenant shall, in its use of the Premises, comply with the
                  requirements of all applicable governmental laws, rules and
                  regulations;

                                     -10-


<PAGE>

                  (V) Tenant shall continuously throughout the Term of this
                  Lease occupy the Premises for Permitted Uses.

5.2      INSTALLATIONS AND ALTERATIONS BY TENANT. (a) Tenant may make
         non-structural alterations, additions or improvements in or to the
         Premises provided that, with respect to any alterations, additions or
         improvements costing more than $5,000 in any one instance ("Significant
         Alterations"), Tenant has first obtained Landlord's prior written
         consent, which shall not be unreasonably withheld, delayed or
         conditioned. Any such alterations, additions or improvements shall (i)
         with respect to Significant Alterations, be in accordance with complete
         plans and specifications approved by Landlord, which approval shall not
         be unreasonably withheld, delayed or conditioned, (ii) be performed in
         a good and workmanlike manner and in compliance with all applicable
         laws, (iii) with respect to Significant Alterations, be made only by
         contractors or mechanics approved by Landlord, which approval shall not
         be unreasonably withheld, delayed or conditioned, (iv) be at Tenant's
         sole expense, and (v) except for Tenant's Removable Property (as
         hereinafter defined) and as otherwise agreed by Landlord and Tenant,
         become part of the Premises and the property of Landlord.

         Tenant may request the agreement of Landlord if at any time during the
         Term Tenant wishes to make an alteration that Tenant believes to be a
         part of Tenant's Removable Property, Landlord shall respond within five
         (5) business days to Tenant's request.

         Under no circumstances shall Tenant make any structural alterations to
         the Premises.

         (b) All articles of personal property and all trade and business
         fixtures, machinery and equipment and furniture owned or installed by
         Tenant in the Premises ("Tenant's Removable Property") shall remain the
         Property of Tenant and may be removed by Tenant at any time prior to
         the expiration of this Lease, provided that Tenant, at its expense,
         shall repair any damage to the Building caused by such removal.

         (c) Notice is hereby given that Landlord shall not be liable for any
         labor or materials furnished or to be furnished to Tenant upon credit,
         and that no mechanic's or other lien for any such labor or materials
         shall attach to or affect the reversion or other estate or interest of
         Landlord in and to the Premises. Whenever and as often as any
         mechanic's lien shall have been filed against the Property or the
         Office Park based upon any act or interest of Tenant or of anyone
         claiming through Tenant, Tenant shall take such action by bonding,
         deposit or payment as will remove or satisfy the lien within ten days
         after Tenant receives notice of such lien.


                                     -11-



<PAGE>


                                  ARTICLE VI

                          ASSIGNMENT AND SUBLETTING

6.1      PROHIBITION. (a) Tenant covenants and agrees that whether voluntarily,
         involuntarily, by operation of law or otherwise, except as expressly
         permitted by paragraphs (b) and (c) of this Section, neither this Lease
         nor the term and estate hereby granted, nor any interest herein or
         therein, will be assigned, mortgaged, pledged, encumbered or otherwise
         transferred and that neither the Premises nor any part thereof will be
         encumbered in any manner by reason of any act or omission on the part
         of Tenant, or use or occupied or permitted to be used or occupied, by
         anyone other than Tenant, or for any use or purpose other than a
         Permitted Use, or the subject (which term, without limitation, shall
         include granting of concessions, licenses and the like) in whole or in
         part, or be offered or advertised for assignment or subletting.

         (b) Tenant shall be allowed to sublet during the Term of this Lease any
         portion of the Premises provided Landlord consents in writing in
         advance to such subletting. Landlord agrees not to withhold its consent
         to any subletting during the Term, provided that Tenant requests such
         consent in a writing which shall include the particular terms of the
         proposed sublet, and provided that (i) during the term of the sublet
         Tenant shall continue to occupy a portion of the Premises; (ii) at the
         time of Tenant's request Tenant is not in default under this Lease;
         (iii) Landlord, in its reasonable discretion, determines that the
         reputation, business, proposed use of the Premises by, and financial
         responsibility of, the proposed sublessee is satisfactory to
         Landlord; (iv) such sublease shall be in writing and its form shall be
         subject to the reasonable approval of the Landlord; (v) such sublease
         shall be subject and subordinate to this Lease, any ground lease of the
         Land Parcel or Building or both, and any first mortgage of the Land
         Parcel or Building or both; (vi) anything contained in the foregoing
         provisions of this section to the contrary notwithstanding, neither
         Tenant nor any other person having an interest in the possession, use
         occupancy or utilization of the Premises shall enter into any lease,
         sublease, license, concession or other agreement for use, occupancy or
         utilization of space in the Premises which provides for rental or other
         payment for such use, occupancy or utilization based, in whole or in
         part, on the net income or profits derived by any person from the
         premises leased, used, occupied, or utilized (other than an amount
         based on a fixed percentage or percentages of receipts or sales), and
         any such purported lease, sublease, license, concession or other
         agreement shall be absolutely void and ineffective as a conveyance of

                                     -12-

<PAGE>

         any right or interest in the possession, use occupancy or utilization
         of any part of the Premises; (vii) no right shall exist on the part of
         the sublessee to sublet further the sublet premises; (viii) such
         sublessee shall expressly assume all the obligations of this Lease on
         Tenant's part to be performed as to the sublet space; (ix) such
         consent, if given, shall not release Tenant of any of its obligations
         (including, without limitation, its obligations to pay rent) under this
         Lease and Tenant's liability after any such subletting shall be as to
         the subject space joint and several with the sublessee; and (x) Tenant
         shall reimburse Landlord promptly as additional rent for reasonable
         legal and other expenses incurred by Landlord in connection with any
         request by Tenant for consent to any such sublet. A consent to one
         subletting to any person or entity shall not be deemed to be a consent
         to any subsequent subletting.

         In the event that Tenant shall during the Term desire to sublet all or
         any portion of the Premises such that after the commencement of such
         sublet Tenant or any Affiliate (as hereinafter defined) shall no longer
         be occupying any portion of the Premises, Tenant shall by advance
         notice to Landlord disclose all of the material terms of such proposed
         sublet and in such notice also offer the entire Premises back to
         Landlord, subject to any sublets previously in effect and approved by
         Landlord as provided in this paragraph (b). If Landlord elects to
         accept such offer, Landlord shall so notify Tenant within fifteen (15)
         days of the date of the aforesaid notice by Tenant, and this Lease
         shall end on that date selected by Landlord which shall be not less
         than thirty (30) nor more than ninety (90) days after the date of said
         notice by Landlord to Tenant. On or prior to such termination date
         Tenant shall pay to Landlord the Basic Rent and all other charges
         accrued under this Lease through such termination date. In the event
         that Landlord does not exercise such election within the time period
         above provided for, Tenant shall be permitted to enter into the
         proposed sublease provided that Tenant is not then in default under
         this Lease and provided that the conditions set forth in clauses (iii)
         through (x) of the next preceding paragraph are satisfied.


         (c) Notwithstanding any contrary provision of this Article VI, Tenant
         shall have the right, without prior notice to Landlord and without
         Landlord's consent or approval, to assign this Lease or sublet any
         portion of the Premises to any corporation, partnership or other
         business organization controlling, controlled by, or under common
         control with, Tenant, or in connection with the merger or consolidation
         of Tenant or the sale of all or substantially all of Tenant's assets
         (any such assignee or sublessee being an "Affiliate"); provided that
         (i) after the consummation of any such assignment

                                     -13-


<PAGE>

         or Sublease, the Affiliate agrees directly with Landlord, by written
         instrument in form reasonably satisfactory to Landlord, to be bound by
         all the obligations of Tenant hereunder including, without limitation,
         the covenant against further assignment and subletting except as
         expressly permitted hereunder, and (ii) no such transfer shall relieve
         Tenant or in the event of a transfer of partnership interests, any of
         the transferring partners from its or their obligations hereunder and
         Tenant shall remain fully and primarily liable to Landlord therefor.

         (d) If this Lease be assigned, or if the Premises or any part thereof
         be sublet or occupied by anyone other than Tenant or an Affiliate,
         Landlord may, at any time after a Default of Tenant, collect rent and
         other charges from the assignee, subtenant, or occupant, and apply the
         net amount collected to the rent and other charges due under this
         Lease, but no such assignment, subletting, occupancy or collection
         shall be deemed the acceptance of the assignee, subtenant or occupant
         as a tenant or a release of the original named Tenant from the further
         performance by the original named Tenant hereunder.  No assignment or
         subletting, or occupancy shall affect Permitted Uses.  No assignment or
         subletting hereunder shall relieve Tenant from its obligations
         hereunder and Tenant shall remain fully and primarily liable therefor.


                                 ARTICLE VII

            RESPONSIBILITY FOR REPAIRS AND CONDITION OF PREMISES;
                     SERVICES TO BE FURNISHED BY LANDLORD

7.1      LANDLORD REPAIRS.  (a) Except as otherwise provided in this Lease,
         Landlord agrees to keep in good order, condition and repair and in
         compliance with all laws the roof, public areas, Common Areas, exterior
         walls (including interior glass) and structure and systems of the
         Building (including all plumbing, mechanical and electrical systems
         installed by Landlord), except that Landlord shall in no event be
         responsible to Tenant for the repair of glass in the Premises, the
         doors (or related glass and finish work) leading to the Premises, or
         any condition in the Premises or the Building caused by any act or
         neglect of Tenant, its invitees or contractors.  The fact that Landlord
         is repsonsible for the foregoing repairs shall not be construed so as
         to prohibit the cost thereof from being included in Operating Expenses
         to the extent provided on Exhibit OC. Landlord shall not be responsible
         to make any improvements or repairs to the Building other than as
         expressed in this Section 7.1 provided, unless expressly provided
         otherwise in this Lease.

                                       -14-


<PAGE>


         (b) Landlord shall never be liable for any failure to make repairs
         which Landlord has undertaken to make under the provisions of this
         Section 7.1 or elsewhere in this Lease, unless Tenant has given notice
         to Landlord of the need to make such repairs, and Landlord has failed
         to commence to make such repairs within a reasonable time after receipt
         of such notice, or fails to proceed with reasonable diligence to
         complete such repairs.


7.2      TENANT'S AGREEMENT. (a) Tenant will keep neat and clean and maintain
         the Premises in as good order, condition and repair as exists as of the
         Commencement Date, excepting only those repairs for which Landlord is
         responsible under the terms of this Lease, reasonable wear and tear of
         the Premises, and damage by fire or other casualty and as a consequence
         of the exercise of the power of eminent domain. Without limitation,
         Tenant shall continually during the Term of this Lease maintain the
         Premises in accordance with all laws, codes and ordinances from time to
         time in effect and all directives, rules and regulations of the proper
         officers of governmental agencies having jurisdiction, and of the
         applicable board of fire underwriters, to the extent such laws, codes,
         ordinances, rules and regulations relate to Tenant's use and occupancy
         of the Premises, and shall, at Tenant's own expense, obtain all
         permits, licenses and the like required by applicable law in connection
         with Tenant's use of the Premises. Subject to the waiver of subrogation
         under Section 14.18, Tenant shall be responsible for the cost of
         repairs which may be made necessary by reason of damage to the Property
         or the Office Park caused by any act or negligence of Tenant, or its
         contractors or invitees (including any damage by fire or any other
         casualty arising therefrom).


         (b) If repairs are required to be made by Tenant pursuant to the terms
         hereof, Landlord may give Tenant written notice of such repairs, and if
         Tenant refuses or neglects to commence such repairs and complete the
         same within 30 days of receiving such notice, Landlord may (but shall
         not be required to do so) make or cause such repairs to be made (the
         provisions of Section 14.19 being applicable to the costs thereof).


7.3      FLOOR LOAD - HEAVY MACHINERY. (a) Tenant shall not place a load upon
         any floor in the Premises exceeding a live load of 100 pounds per
         square foot of floor area. Business machines and mechanical equipment
         shall be placed and maintained by Tenant at Tenant's expense in
         settings sufficient, in Landlord's reasonable judgment, to absorb and
         prevent vibration, noise and annoyance. Tenant shall not move any safe,
         heavy machinery, heavy

                                     -15-



<PAGE>

         equipment, freight, bulky matter or fixtures into or out of the
         Building without Landlord's prior consent, which consent may include a
         requirement to provide insurance, naming Landlord as an insured, in
         such amounts as Landlord may deem reasonable.

         (b) If any such safe, machinery, equipment, freight, bulky matter or
         fixtures requires special handling, Tenant agrees to employ only
         persons holding a Master Rigger's License to do such work, and that all
         work in connection therewith shall comply with applicable laws and
         regulations. Any such moving shall be at the sole risk and hazard of
         Tenant, and Tenant will exonerate, indemnify and save Landlord harmless
         against and from any liability, loss, injury, claim or suit resulting
         directly or indirectly from such moving.

7.4      BUILDING SERVICES. Landlord shall provide the building services set
         forth in Exhibit C.


                                 ARTICLE VIII

                              REAL ESTATE TAXES

8.1      PAYMENTS ON ACCOUNT OF REAL ESTATE TAXES. (a) For the purposes of this
         Article, the term "Tax Year" shall mean the twelve-month period
         commencing on the July 1 immediately preceding the Commencement Date
         and each twelve-month period thereafter commencing during the Term of
         this Lease; and the term "Taxes" shall mean real estate taxes assessed
         with respect to the Property for any Tax Year.

         (b) In the event that for any reason, Taxes during any Tax Year shall
         exceed Base Taxes, Tenant shall pay to Landlord, as an Escalation
         Charge, an amount equal to (i) the excess of Taxes over Base Taxes for
         such year, multiplied by (ii) the Escalation Factor; provided, however,
         with respect to any Tax Year in which the Commencement Date falls or
         the Term of this Lease ends, Taxes shall be prorated on a daily basis
         for the number of days in such Tax Year within the Term of this Lease.

         (c) Estimated payments by Tenant on account of Taxes shall be made
         monthly and at the time and in the fashion provided in Article III for
         the payment of Basic Rent. The monthly amount so to be paid to Landlord
         shall be sufficient to provide Landlord by the time real estate tax
         payments are due a sum equal to Tenant's required payments, as
         reasonably estimated by Landlord from time to time based on the then
         most current tax bills, on account of Taxes for the then current Tax
         Year. Promptly after receipt by Landlord of bills for such Taxes,
         Landlord shall advise Tenant of the amount of the current Taxes and the
         computation of Tenant's payment on account thereof.

                                     -16-




<PAGE>

         If estimated payments theretofor made by Tenant for the Tax Year
         covered by such bills exceed the required payments on account thereof
         for such Year, Landlord shall credit the amount of overpayment against
         subsequent obligations of Tenant on account of Taxes (or refund such
         overpayment if the Term of this Lease has ended and Tenant has no
         further obligation to Landlord); but if the required payments on
         account thereof for such Year are greater than estimated payments
         theretofor made on account thereof for such Year, Tenant shall make
         payment to Landlord within thirty (30) days after being so advised by
         Landlord.


8.2      ABATEMENT. If Landlord shall receive any tax refund or reimbursement of
         Taxes or sum in lieu thereof with respect to any Tax Year, then out of
         any balance remaining thereof after deducting Landlord's expenses
         reasonably incurred in obtaining such refund, Landlord shall pay to
         Tenant, an amount equal to such refund or reimbursement or sum in lieu
         thereof (exclusive of any interest) multiplied by the Escalation
         Factor; provided, that in no event, shall Tenant be entitled to receive
         more than the payments made by Tenant on account of Taxes for such Tax
         Year pursuant to paragraph (b) of Section 8.1 or to receive any
         payments or abatement of Basic Rent if Taxes for any year are less than
         Base Taxes or Base Taxes are abated.

8.3      ALTERNATE TAXES. (a) If some method or type of taxation shall replace
         the current method of assessment of real estate taxes in whole or part,
         or the type thereof, or if additional types of taxes are imposed upon
         the Property, or Landlord's interest in the Property to supplement real
         estate taxes due to legal limits imposed thereon, Tenant agrees that
         Tenant shall pay its proportionate share of the same as an additional
         charge computed in a fashion consistent with the method of computation
         herein provided, to the end that Tenant's share thereof shall be, to
         the maximum extent practicable, comparable to that which Tenant would
         bear under the foregoing provisions.

         (b) If a tax (other than a Federal or State net income tax) is assessed
         on account of the rents or other charges payable by Tenant to Landlord
         under this Lease, Tenant agrees to pay the same as an additional charge
         within ten (10) days after the billing therefor, unless applicable law
         prohibits the payment of such tax by Tenant.

                                     -17-


<PAGE>


                                 ARTICLE  IX

                              OPERATING EXPENSES

9.1      DEFINITIONS. For the purpose of this Article, the following terms shall
         have the following respective meanings:

         Operating Year: Each calendar year in which any part of the Term of
         this Lease shall fall.

         Operating Expenses: The aggregate costs or expenses reasonably incurred
         by Landlord with respect to the operation, administration, cleaning,
         repair, maintenance and management of the Property (including a
         proportionate share of any common area expenses of the Office Park)
         including, without limitation, those items enumerated in Exhibit OC
         annexed hereto, and subject to the exclusions and limitation set forth
         in Exhibit OC, provided that, if during any portion of the Operating
         Year for which Operating Expenses are being computed, the Building was
         not operated, or less than all of Building Rentable Area was occupied
         by tenants or if Landlord is not supplying all tenants with the
         services being supplied hereunder, actual Operating Expenses incurred
         shall be reasonably extrapolated by Landlord on an item by item basis
         to the estimated Operating Expenses that would have been incurred if
         the Building were 95% occupied for such Year and such services were
         being supplied to all tenants, and such extrapolated amount shall, for
         the purposes hereof, be deemed to be the Operating Expenses for such
         Year.

9.2      TENANT'S PAYMENTS. (a) In the event that Operating Expenses for any
         Operating Year shall exceed Base Operating Expenses, Tenant shall pay
         to Landlord, as an Escalation Charge, an amount equal to (i) the excess
         of the Operating Expenses for such Operating Year over and above Base
         Operating Expenses, multiplied by (ii) the Escalation Factor; provided,
         however, with respect to any Operating Year in which the Commencement
         Date falls or the Term of this Lease ends, such amount shall be
         prorated on a daily basis for the number of days in such Operating Year
         within the Term of this Lease.

         (b) Estimated payments by Tenant on account of Operating Expenses shall
         be made monthly and at the time and in the fashion provided in Article
         III for the payment of Basic Rent. The monthly amount so to be paid to
         Landlord shall be sufficient to provide Landlord by the end of each
         Operating Year a sum equal to Tenant's required payments, as reasonably
         estimated by Landlord from time to time during each Operating Year, on
         account of Operating Expenses for such Operating Year. Within ninety
         (90) days after the end of each Operating Year, Landlord shall submit
         to Tenant a reasonably detailed accounting of Operating Expenses for
         such Year and an

                                     -18-


<PAGE>
         updated estimate for the current Operating Year, together with
         reasonable supporting documentation, and Landlord shall certify to the
         accuracy thereof. If estimated payments theretofor made for such Year
         by Tenant exceed Tenant's required payment on account thereof for such
         Year, according to such statement, Landlord shall credit the amount of
         overpayment against subsequent obligations of Tenant with respect to
         Operating Expenses (or refund such overpayment if the Term of this
         Lease has ended and Tenant has no further obligation to Landlord); but,
         if the required payments on account thereof for such Year are greater
         than the estimated payments (if any) theretofor made on account thereof
         for such Year, Tenant shall make payment to Landlord within thirty (30)
         days after being so advised by Landlord.

         (c) Tenant and its employees, attorneys, accountants and consultants
         shall have the right, from time to time, to review and investigate
         Landlord's books and records concerning Taxes and Operating Expenses.
         Any such accounting by Landlord shall be binding and conclusive upon
         Tenant unless within ninety (90) days after the giving by Landlord of
         such accounting Tenant shall notify Landlord that Tenant disputes the
         correctness of such accounting, specifying the particular respects in
         which the accounting is claimed to be incorrect. If such dispute has
         not been settled by agreement, either party may submit the dispute to
         arbitration in accordance with the commercial arbitration rules of the
         American Arbitration Association within one-hundred eighty (180) days
         after giving of such accounting. The decision of the arbitrators shall
         be final and binding on Landlord and Tenant and judgment thereon may be
         entered in any court of competent jurisdiction. Pending resolution by
         agreement or arbitrators, Tenant shall make any payment shown to be due
         by such accounting without prejudice to Tenant's position. If the
         dispute shall be resolved in Tenant's favor, Landlord shall forthwith
         pay to Tenant the amount of Tenant's overpayment.

                                     ARTICLE X

                     INDEMNITY AND PUBLIC LIABILITY INSURANCE

10.1     TENANT'S INDEMNITY. To the maximum extent this agreement may be made
         effective according to law, Tenant agrees to indemnify and save
         harmless Landlord from and against all claims of whatever nature
         arising: (i) from any accident, injury or damage whatsoever caused to
         any person, or to the property of any person, in the Premises; or (ii)
         from any accident, injury or damage occurring outside of the Premises
         but in the Office Park, where such accident, damage or injury results
         from

                                       -19-

<PAGE>

         the negligence or willful misconduct of Tenant or Tenant's agents or
         employees or independent contractors and, in either case, occurring
         after the date of this Lease, until the end of the Term of this Lease,
         and for so long thereafter as Tenant may occupy the Premises or any
         part thereof. This indemnity and hold harmless agreement shall include
         indemnity against all costs, expenses and liabilities incurred in, or
         in connection with, any such claim or proceeding brought thereon, and
         the defense thereof, including, without limitation, reasonable
         attorneys' fees, at both the trial and appellate levels.

10.2     PUBLIC LIABILITY INSURANCE. Tenant agrees to maintain in full force
         from the date upon which Tenant first enters the Premises for any
         reason, throughout the Term of this Lease, and thereafter so long as
         Tenant is in occupancy of any part of the Premises, a policy of
         commercial general liability and property damage insurance (including
         broad form contractual liability, independent contractor's hazard and
         completed operations coverage) under which Landlord, and Tenant are
         named as insureds, and under which the insurer agrees to indemnify and
         hold Landlord harmless from and against all cost, expense and/or
         liability arising out of or based upon any and all claims, accidents,
         injuries and damages set forth in Section 10.1. Each such policy shall
         be non-cancellable and non-amendable with respect to Landlord, without
         thirty (30) days prior notice to Landlord and shall be in at least the
         amounts of the Initial Public Liability Insurance specified in Section
         1.3 and a duplicate original or certificate thereof shall be delivered
         to Landlord.

10.3     TENANT'S RISK. To the maximum extent this agreement may be made
         effective according to law, Tenant agrees to use and occupy the
         Premises and to use such other portions of the Property and the Office
         Park as Tenant is herein given the right to use at Tenant's own risk;
         and Landlord shall have no responsibility or liability for any loss of
         or damage to Tenant's Removable Property or for any inconvenience,
         annoyance, interruption or injury to business arising from Landlord's
         making any repairs or changes which Landlord is permitted by this
         Lease, or required by law, to make in or to any portion of the Premises
         or other sections of the Property, or the Office Park, or in or to the
         fixtures, equipment or appurtenances thereof; provided, however, (i)
         Landlord and its agents, employees and contractors shall not materially
         interfere with Tenant's use of, and business operations at, the
         Premises, and (ii) Landlord shall have responsibility and liability for
         any such loss, damage, inconvenience, annoyance, interruption or injury
         arising out of negligence or willful misconduct of Landlord or its
         employees, agents or contractors. The provisions of this Section shall
         be applicable from and after the execution of this Lease and until the
         end of

                                     -20-

<PAGE>

         the negligence or willful misconduct of Tenant or Tenant's agents or
         employees or independent contractors and, in either case, occurring
         after the date of this Lease, until the end of the Term of this Lease,
         and for so long thereafter as Tenant may occupy the Premises or any
         part thereof. This indemnity and hold harmless agreement shall include
         indemnity against all costs, expenses and liabilities incurred in, or
         in connection with, any such claim or proceeding brought thereon, and
         the defense thereof, including, without limitation, reasonable
         attorneys' fees, at both the trial and appellate levels.

10.2     PUBLIC LIABILITY INSURANCE. Tenant agrees to maintain in full force
         from the date upon which Tenant first enters the Premises for any
         reason, throughout the Term of this Lease, and thereafter so long as
         Tenant is in occupancy of any part of the Premises, a policy of
         commercial general liability and property damage insurance (including
         broad form contractual liability, independent contractor's hazard and
         completed operations coverage) under which Landlord, and Tenant are
         named as insureds, and under which the insurer agrees to indemnify and
         hold Landlord harmless from and against all cost, expense and/or
         liability arising out of or based upon any and all claims, accidents,
         injuries and damages set forth in Section 10.1. Each such policy shall
         be non-cancellable and non-amendable with respect to Landlord, without
         thirty (30) days prior notice to Landlord and shall be in at least the
         amounts of the Initial Public Liability Insurance specified in Section
         1.3 and a duplicate original or certificate thereof shall be delivered
         to Landlord.

10.3     TENANT'S RISK. To the maximum extent this agreement may be made
         effective according to law, Tenant agrees to use and occupy the
         Premises and to use such other portions of the Property and the Office
         Park as Tenant is herein given the right to use at Tenant's own risk;
         and Landlord shall have no responsibility or liability for any loss of
         or damage to Tenant's Removable Property or for any inconvenience,
         annoyance, interruption or injury to business arising from Landlord's
         making any repairs or changes which Landlord is permitted by this
         Lease, or required by law, to make in or to any portion of the Premises
         or other sections of the Property, or the Office Park, or in or to the
         fixtures, equipment or appurtenances thereof; provided, however, (i)
         Landlord and its agents, employees and contractors shall not materially
         interfere with Tenant's use of, and business operations at, the
         Premises, and (ii) Landlord shall have responsibility and liability for
         any such loss, damage, inconvenience, annoyance, interruption or injury
         arising out of negligence or willful misconduct of Landlord or its
         employees, agents or contractors. The provisions of this Section shall
         be applicable from and after the execution of this Lease and until the
         end of

                                     -20-

<PAGE>

         the Term of this Lease, and during such further period as Tenant may
         use or be in occupancy of any part of the Premises or of the Building.

10.4     INJURY CAUSED BY THIRD PARTIES. To the maximum extent this agreement
         may be made effective according to law, Tenant agrees that Landlord
         shall not be responsible or liable to Tenant, or to those claiming by,
         through or under Tenant, for any loss or damage that may be occasioned
         by or through the acts or omissions of persons occupying adjoining
         premises or any part of the premises adjacent to or connecting with the
         Premises or any part of the Property or Office Park or otherwise.

10.5     LANDLORD'S INSURANCE. Landlord shall (i) keep the Property insured
         against loss or damage by fire or other casualty on an "All Risk"
         basis, with extended coverage endorsements customary for office
         buildings in the area of the Property, and meeting all co-insurance
         requirements, and such other insurance as the then holder of any
         mortgage or ground lease encumbering the Property shall require, in
         amounts not less than the full replacement value of the Property, and
         (ii) obtain and maintain in force and effect commercial general
         liability insurance in an amount not less than $3,000,000 per
         occurrence and in the general aggregate, or such greater amount as is
         required by the holder of any mortgage or ground lease encumbering the
         Property, and (iii) provide a waiver of subrogation as provided in
         Section 14.18.



                                     -21-

<PAGE>


                                  ARTICLE XI

                        LANDLORD'S ACCESS TO PREMISES

11.1     LANDLORD'S RIGHTS. Landlord shall have the right, upon reasonable
         advance notice to Tenant (except in an emergency), to enter the
         Premises at all reasonable business hours for the purpose of
         inspections or making repairs to the same, and Landlord shall also have
         the right, upon reasonable advance notice to make access available at
         all reasonable business hours to prospective or existing mortgagees,
         purchasers or, during the last six months of the Term of this Lease,
         tenants of any part of the Property. In exercising such right of access
         under this Section 11.1, Landlord shall not materially interfere with
         Tenants use of the Premises and shall comply with Tenant's reasonable
         security requirements.


                                 ARTICLE XII

                          FIRE, EMINENT DOMAIN, ETC.

12.1     ABATEMENT OF RENT. If the Premises shall be damaged by fire or
         casualty, Basic Rent and Escalaton Charges payable by Tenant shall
         abate equitably for the period in which, by reason of such damage,
         there is substantial interference with Tenant's use of the Premises,
         having regard to the extent to which Tenant may be required to
         discontinue Tenant's use of all or a portion of the Premises, but such
         abatement or reduction shall end if and when Landlord shall have
         substantially restored the Premises (excluding any Tenant's Removal
         Property) to the condition in which they were prior to such damage. If
         the Premises shall be affected by any exercise of the power of eminent
         domain, Basic Rent and Escalation Charges payable by Tenant shall be
         justly and equitably abated and reduced according to the nature and
         extent of the loss of use thereof suffered by Tenant.

12.2     RIGHT OF TERMINATION. If the Premises or the Building are substantially
         damaged by fire or casualty (the term "substantially damaged" meaning
         damage of such a character that the same cannot, in ordinary course,
         reasonably be expected to be repaired within ninety (90) days from the
         time that repair work would commence), or if any part of the Building
         or of the access thereto is taken by any exercise of the right of
         eminent domain, then Landlord shall have the right to terminate this
         Lease (even if Landlord's entire interest in the Premises may have been
         divested) by giving notice of Landlord's election so to do within
         thirty (30) days after the occurrence of such casualty or the effective


                                         -22-



<PAGE>


         date of such taking, whereupon this Lease shall terminate thirty (30)
         days after the date of such notice with the same force and effect as if
         such date were the date originally established as the expiration date
         hereof. If (i) the Premises are substantially damaged by fire or
         casualty or (ii) any part of the Premises or access thereto is taken by
         eminent domain, then Tenant shall have the right to terminate this
         Lease by giving written notice to Landlord, whereupon this Lease shall
         terminate on the date set forth in such notice, which date shall not be
         less than 30 or more than 90 days after the date of such notice. The
         term "substantially damaged" as used above means damage of such a
         character that the same cannot, in ordinary course, reasonably be
         expected to be repaired within ninety (90) days from the time that
         repair work would commence.

12.3     RESTORATION. If this Lease shall not be terminated pursuant to Section
         12.2, Landlord shall thereafter use due diligence to restore the
         Premises (excluding any Tenant's Removal Property) to proper condition
         for Tenant's use and occupation, provided that Landlord's obligation
         shall be limited to the amount of insurance proceeds available therfor.
         If, for any reason, such restoration shall not be substantially
         completed within six months after the date of casualty. Tenant shall
         have the right to terminate this Lease by giving notice to Landlord
         thereof within thirty (30) days after the expiration of such period.
         Upon the giving of such notice, this Lease shall cease and come to an
         end without further liability or obligation on the part of either party
         unless, with such 30-day period, Landlord substantially completes such
         restoration. Such right of termination shall be Tenant's sole and
         exclusive remedy at law or in equity for Landlord's failure so to
         complete such restoration.

12.4     AWARD. Landlord shall have and hereby reserves and excepts, and Tenant
         hereby grants and assigns to Landlord all rights to recover for damages
         to the Property and the leasehold interest hereby created, and to
         compensation accrued or hereafter to accrue by reason of such taking,
         damage or destruction, and by way of confirming the foregoing, Tenant
         hereby grants and assigns, and covenants with Landlord to grant and
         assign to Landlord, all rights to such damages or compensation, and
         covenants to deliver such further assignments and assurances therof as
         Landlord may from time to time request. Nothing contained herein shall
         be construed to prevent Tenant from prosecuting in any condemnation
         proceedings a claim for the vlaue of any of Tenant's Removable Property
         installed in the Premises by Tenant at Tenant's expense and for
         relocation expenses, provided that such action shall not affect the
         amount of compensation otherwise recoverable by Landlord from the
         taking authority.

                                         -23-

<PAGE>

                                 ARTICLE XIII

                                   DEFAULT


13.1     TENANT'S DEFAULT. (a) If at any time subsequent to the date of this
         Lease any one or more of the following events (herein referred to as a
         "Default of Tenant") shall happen:

                  (i) Tenant shall fail to pay the Basic Rent, Escalation
                  Charges or other charges hereunder when due and such failure
                  shall continue for five (5) full Business Days after written
                  notice to Tenant from Landlord; or

                  (ii) Tenant shall neglect or fail to perform or observe any
                  other covenant herein contained on Tenant's part to be
                  performed or observed and Tenant shall fail to remedy the same
                  within thirty (30) days after notice to Tenant satisfying such
                  neglect or failure, or if such failure is of such a nature
                  that Tenant cannot reasonably remedy the same within such
                  thirty (30) day period, Tenant shall fail to commence promptly
                  to remedy the same and to prosecute such remedy to completion
                  with diligence and continuity; or

                  (iii) Tenant's leasehold interest in the Premises shall be
                  taken on execution of by other process of law directed against
                  Tenant; or

                  (iv) Tenant shall make an assignment for the benefit of
                  creditors or shall file a voluntary petition in bankruptcy or
                  shall be adjudicated bankrupt or insolvent, or shall file any
                  petition or answer seeking any reorganization, arrangement,
                  composition, readjustment, liquidation, dissolution or similar
                  relief for itself under any present or future Federal, State
                  or other statute, law or regulation for the relief of debtors,
                  or shall seek or consent to or acquiesce in the appointment of
                  any trustee, receiver or liquidator of Tenant or of all or any
                  substantial part of its properties, or shall admit in writing
                  its inability to pay its debts generally as they become due;
                  or

                  (v) A petition shall be filed against Tenant in bankruptcy or
                  under any other law seeking any reorganization, arrangement,
                  composition, readjustment, liquidation, dissolution, or
                  similar relief under any present or future Federal, State or
                  other statute, law or regulation and shall remain undismissed
                  or unstayed for an aggregate of sixty (60) days (whether or
                  not consecutive), or if any debtor in possession (whether or
                  not Tenant)

                                      -24-




<PAGE>

                  trustee, receiver or liquidator of Tenant or of all or any
                  substantial part of its properties or of the Premises shall be
                  appointed without the consent or acquiescence of Tenant and
                  such appointment shall remain unvacated or unstayed for an
                  aggregate of sixty (60) days (whether or not consecutive); or

         then in any such case Landlord may terminate this Lease by notice to
         Tenant, specifying a date not less than ten (10) days after the giving
         of such notice on which this Lease shall terminate and this Lease shall
         come to an end on the date specified therein as fully and completely as
         if such date were the date herein originally fixed for the expiration
         of the Term of this Lease and Tenant will then quit and surrender the
         Premises to Landlord, but Tenant shall remain liable as hereinafter
         provided.

         (b) If this Lease shall have been terminated as provided in this
         Article, or if any execution or attachment shall be issued against
         Tenant or any of Tenant's property whereupon the Premises shall be
         taken or occupied by someone other than Tenant, than Landlord may,
         without notice, re-enter the Premises, by summary proceedings, and
         remove and dispossess Tenant and all other persons and any and all
         property from the same, as if this Lease had not been made.

         (c) In the event of any termination, Tenant shall pay the Basic Rent,
         Escalation Charges and other sums payable hereunder up to the time of
         such termination, and thereafter Tenant, until the end of what would
         have been the Term of this Lease in the absence of such termination,
         and whether or not the Premises shall have been relet, shall be liable
         to Landlord for, and shall pay to Landlord, as current damages, the
         Basic Rent, Escalation Charges and other sums which would be payable
         hereunder if such termination had not occurred, less the net proceeds,
         if any, of any reletting of the Premises, after deducting all
         reasonable out-of-pocket expenses in connection with such reletting,
         including, without limitation, all repossession costs, brokerage
         commissions, legal expenses, attorneys' fees, advertising, alteration
         costs and expenses of preparation for such reletting. Tenant shall pay
         such current damages to Landlord monthly on the days which the Basic
         Rent would have been payable hereunder as if this Lease had not been
         terminated.

                                     -25-







<PAGE>


         In lieu of receiving any damages under the preceding paragraph, in the
         event of a termination of this Lease due to a Default of Tenant,
         Landlord may elect (by written notice to Tenant at any time after such
         termination) to recover, as liquidated damages the Final Payment (as
         hereinafter defined). As of the Commencement Date, the "Final Payment"
         shall be $173,500, but as of the first day of each calendar month after
         the Commencement Date, the Final Payment shall be the amount shown in
         attached Exhibit I for the month in which Landlord gives such notice to
         Tenant. Landlord and Tenant agree that the calculation of Landlord's
         actual damages would be difficult, and thus have agreed on the
         aforesaid liquidated damages as reasonable liquidated damages and not
         as a penalty.

         (d) In case of any Default by Tenant, re-entry, expiration and
         dispossession by summary proceedings or otherwise, Landlord (i) shall
         use reasonable efforts to relet the Premises or any part or parts
         thereof, either in the name of Landlord or otherwise, for a term or
         terms which may at Landlord's option be equal to or less than or exceed
         the period which would otherwise have constituted the balance of the
         Term of this Lease and may grant reasonable concessions or free rent to
         the extent that Landlord considers advisable and necessary to relet the
         same and (ii) may make such reasonable alterations, repairs and
         decorations in the Premises as Landlord in its reasonable judgment
         considers advisable and necessary for the purpose of reletting the
         Premises; and the making of such alterations, repairs and decorations
         shall not operate or be construed to release Tenant from liability
         hereunder as aforesaid.


                                     -26-



<PAGE>

         (e) The specified remedies to which Landlord may resort hereunder are
         not intended to be exclusive of any remedies or means of redress to
         which Landlord may at any time be entitled lawfully, and Landlord may
         invoke any remedy (including the remedy of specific performance)
         allowed at law or in equity as if specific remedies were not herein
         provided for.

         (f) All reasonable, out-of-pocket costs and expenses incurred by or on
         behalf of Landlord (including, without limitation, attorneys' fees and
         expenses) in enforcing its rights hereunder or occasioned by any
         Default of Tenant shall be paid by Tenant.

13.2     LANDLORD'S DEFAULT. Landlord shall in no event be in default in the
         performance of any of the Landlord's obligations hereunder unless and
         until Landlord shall have failed to perform such obligations within
         thirty (30) days, or such additional time as is reasonably required to
         correct any such default, after notice by Tenant to Landlord specifying
         wherein Landlord has failed to perform any such obligations.

                                     -27-


<PAGE>

                                 ARTICLE XIV

                           MISCELLANEOUS PROVISIONS

14.1     HAZARDOUS MATERIALS. Tenant shall not (either with or without
         negligence) cause or permit the escape, disposal or release of any
         biologically or chemically active or other hazardous substances, or
         materials. Tenant shall not allow the storage or use of such substances
         or materials in any manner not sanctioned by law or by the highest
         standards prevailing in the industry for the storage and use of such
         substances or materials, nor allow to be brought into the Project any
         such materials of substances except to use in the ordinary course of
         Tenant's business, and then only after written notice is given to
         Landlord of the identity of such substances or materials. Without
         limitation, hazardous substances and materials shall include those
         described in the Comprehensive Environmental Response, Compensation and
         Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., the
         Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section
         6901 et seq., any applicable state or local laws and the regulations
         adopted under these acts. If any lender or governmental agency shall
         ever require testing to ascertain whether or not there has been any
         release of hazardous materials, then the reasonable costs thereof shall
         be reimbursed by Tenant to Landlord upon demand as additional charges
         if such requirement applies to the Premises. In addition, Tenant shall
         execute affidavits, representations and the like from time to time at
         Landlord's request concerning Tenant's best knowledge and belief
         regarding the presence of hazardous substances of materials on the
         Premises. In all events, Tenant shall indemnify Landlord in the manner
         elsewhere provided in this lease from any release of hazardous
         materials on the Premises occurring while Tenant is in possession, or
         elsewhere if caused by Tenant or persons acting under Tenant. The
         within covenants shall survive the expiration or earlier termination of
         the Lease term.

14.2     WAIVER. (a) Failure on the part of Landlord or Tenant to complain of
         any action or non-action on the part of the other, no matter how long
         the same may continue, shall never be a waiver by Tenant or Landlord,
         respectively, of any of the other's rights hereunder. Further, no
         waiver at any time of any of the provisions hereof by Landlord or
         Tenant shall be construed as a waiver of any of the other provisions
         hereof, and a waiver at any time of any of the provisions hereof shall
         not be construed as a waiver at any subsequent time of the same
         provisions. The consent or approval of Landlord or Tenant to or of any
         action by the other requiring such consent or approval shall not be
         construed to waive or render unnecessary Landlord's or Tenant's consent
         or approval to or of any subsequent similar act by the other.

                                     -28-


<PAGE>

         (b) No payment by Tenant, or acceptance by Landlord, of a lesser amount
         than shall be due from Tenant to Landlord shall be treated otherwise
         than as a payment on account of the earliest installment of any payment
         due from Tenant under the provisions hereof. The acceptance by Landlord
         of a check for a lesser amount with an endorsement or statement
         thereon, or upon any letter accompanying such check, that such lesser
         amount is payment in full, shall be given no effect, and Landlord may
         accept such check without prejudice to any other rights or remedies
         which Landlord may have against Tenant.

14.3     COVENANT OF QUIET ENJOYMENT. Tenant,subject to the terms and provisions
         of this Lease, on payment of the basic Rent and Escalation Charges and
         observing, keeping and performing all of the other terms and provisions
         of this Lease on Tenant's part to be observed, kept and performed,
         shall lawfully, peaceably and quietly have, hold, occupy and enjoy the
         Premises during the term hereof, without hindrance or ejection by any
         persons lawfully claiming under Landlord to have title to the Premises
         superior to Tenant; the foregoing covenant of quiet enjoyment is in
         lieu of any other covenant, express or implied.

14.4     LANDLORD'S LIABILITY. (a) Tenant specifically agrees to look solely to
         Landlord's then equity interest in the Property at the time owned, for
         recovery of any judgment from Landlord; it being specifically agreed
         that Landlord (original or successor) shall never be personally liable
         for any such judgment, or for the payment of any monetary obligation to
         Tenant. The provision contained in the foregoing sentence is not
         intended to, and shall not, limit any right that Tenant might otherwise
         have to obtain injunction relief against Landlord or Landlord's
         successors in interest, or to take any action not involving the
         personal liability of Landlord (original or successor) to respond in
         monetary damages from Landlord's assets other than Landlord's equity
         interest in the Property.

         (b) With respect to any services or utilities to be furnished by
         Landlord to Tenant, Landlord shall in no event be liable for failure to
         furnish the same when prevented from doing so by strike, lockout,
         breakdown, accident, order or regulation of or any governmental
         authority, or failure of supply, or failure whenever and for so long as
         may be necessary by reason of the making of repairs or changes which
         Landlord is required or is permitted by this Lease or by law to make or
         in good faith deems necessary (provided Landlord shall not materially
         disturb Tenant's use of the Premises or the operation of the Tenant's
         business) or inability by the



                                        -29-

<PAGE>

         exercise of reasonable diligence to obtain supplies, parts or employees
         necessary to furnish such services, or because of war or other
         emergency, or for any other cause beyond Landlord's reasonable control,
         or for any cause due to any act or neglect of Tenant or Tenant's
         servants, agents, employees, licensees or any person claiming by,
         through or under Tenant, nor shall any such failure give rise to any
         claim in Tenant's favor that Tenant has been evicted, either
         constructively or actually, partially or wholly; provided, however,
         Landlord shall use reasonable efforts to restore any interrupted
         services or utilities as quickly as possible; and provided, further,
         that Landlord shall be liable for the negligence or willful misconduct
         of Landlord or its employees, agents or contractors.

         (c) In no event shall Landlord ever be liable to Tenant for any loss of
         business or any other indirect or consequential damages suffered by
         Tenant from whatever cause.

         (d) With respect to any repairs, installations, or restoration which
         are required or permitted to be made by Landlord, the same may be made
         during normal business hours and Landlord shall have no liability for
         damages to Tenant for inconvenience, annoyance, interruption, or loss
         or damage to Tenant's business arising therefrom; provided, however,
         Landlord shall not materially disturb Tenant's use of the Premises or
         the operation of Tenant's business; provided, further, Landlord shall
         in any event be liable for the negligence or willful misconduct of
         Landlord or its agents, employees or contractors.

14.5     TRANSFER OF TITLE. In the event of any transfer of title to the
         property by Landlord, Landlord shall thereafter be entirely freed and
         relieved from the performance and observance of all future covenants
         and obligations under this Lease, from and after such time of the
         transfer of title, except for the claims of Tenant against Landlord
         arising out of the events occurring prior to such transfer. Such
         successor Landlord shall not be liable or responsible for any acts or
         omissions of Landlord occurring prior to such transfer. The successor
         Landlord shall be responsible from and after the date of such transfer
         for the performance of all future covenants and obligations under this
         Lease.

14.6     RULES AND REGULATIONS. Tenant shall abide by rules and regulations from
         time to time established by Landlord, it being agreed that such rules
         and regulations will be established and applied by Landlord in a
         non-discriminatory fashion, such that all rules and

                                         -30-

<PAGE>

         regulations shall be generally applicable to other tenants of the
         Building. Landlord agrees to use reasonable efforts to insure that any
         such rules and regulations are uniformly enforced. In the event that
         there shall be a conflict between such rules and regulations and the
         provisions of this Lease, the provisions of this Lease shall control.
         Such rules and regulations shall not require Tenant to incur greater
         financial obligations with respect to the occupancy of the Premises.

14.7     ADDITIONAL CHARGES. If Tenant shall fail to pay when due any sums under
         this Lease designated as an Escalation Charge or additional charge,
         Landlord shall have the same rights and remedies as Landlord has
         hereunder for failure to pay Basic Rent.

14.8     INVALIDITY OF PARTICULAR PROVISIONS. If any term or provision of this
         Lease, or the application thereof to any person or circumstance shall,
         to any extent, be invalid or unenforceable, the remainder of this
         Lease, or the application of such term or provision to persons or
         circumstances other than those as to which it is held invalid or
         unenforceable, shall not be affected thereby and each term and
         provision of this Lease shall be valid and be enforced to the fullest
         extent permitted by law.

14.9     PROVISIONS BINDING, ETC. Except as herein otherwise provided, the terms
         hereof shall be binding upon and shall inure to the benefit of the
         successors and assigns, respectively, of Landlord and Tenant and, if
         Tenant shall be an individual, upon and to his heirs, executors,
         administrators, successors and assigns. Each term and each provision of
         this Lease to be performed by Tenant shall be construed to be both a
         covenant and a condition. The reference contained to successors and
         assigns of Tenant is not intended to constitute a consent to assignment
         by Tenant, but has reference only to those instances in which Landlord
         may later give consent to a particular assignment if required by
         Article VI hereof.

14.10    NOTICES. Whenever, by the terms of this Lease, notices shall or may be
         given either to Landlord or to Tenant, such notice shall be in writing
         and shall be sent by registered or certified mail, postage prepaid:

         If intended for Landlord, addressed to Landlord at Landlord's Original
         Address (or to such other address or addresses as may from time to time
         hereafter be designated by Landlord by like notice).

                                     -31-


<PAGE>

         If intended for Tenant, addressed to Tenant at Tenant's Original
         Address until the Commencement Date and thereafter to the Premises,
         with a copy to Testa, Hurwitz & Thibeault, 125 High Street, Boston, MA
         02110 Attention: Real Estate Department (or to such other address or
         addresses as may from time to time hereafter be designated by Tenant by
         like notice).

         All such notices shall be effective three days after being deposited in
         the United States Mail within the continental United States, provided
         that the same are received in ordinary course at the address to which
         the same were sent.

14.11    WHEN LEASE BECOMES BINDING. The submission of this document for
         examination and negotiation does not constitute an offer to lease, or a
         reservation of, or option for, the Premises, and this document shall
         become effective and binding only upon the execution and delivery
         hereof by both Landlord and Tenant. All negotiations, considerations,
         representations and understandings between Landlord and Tenant are
         incorporated herein and this Lease expressly supercedes any proposals
         or other written documents relating hereto. This Lease may be modified
         or altered only by written agreement between Landlord and Tenant, and
         no act or omission of any employee or agent of Landlord shall alter,
         change or modify any of the provisions hereof.

14.12    PARAGRAPH HEADINGS. The paragraph headings throughout this instrument
         are for convenience and reference only, and the words contained therein
         shall in no way be held to explain, modify, amplify or aid in the
         interpretation, construction or meanings of the provisions of this
         Lease.

14.13    RIGHTS OF MORTGAGEE OR GROUND LESSOR. Landlord shall provide Tenant
         with a written agreement (a "Non-Disturbance Agreement") from the
         holder of any mortgage and the lessor under any ground lease affecting
         the Premises to the effect that, if such holder forecloses such
         mortgage, or such ground lessor terminates such ground lease, or either
         such holder or such ground lessor otherwise exercises their respective
         rights, such holder or ground lessor shall recognize Tenant's rights
         under this Lease and shall not disturb Tenant's occupancy of the
         Premises. Provided Tenant receives a Non-Disturbance Agreement from
         each such holder or lessor, this Lease shall be subordinate to the
         first mortgage or ground lease from time to time encumbering the
         Premises, whether executed and delivered prior to or subsequent to the
         date of this Lease, if the holder of such mortgage or ground lease
         shall so elect. If this Lease is subordinate to the first mortgage or
         ground lease and the holder thereof (or successor) shall

                                     -32-


<PAGE>

         succeed to the interest of Landlord, Tenant shall attorn to such holder
         and this Lease shall continue in full force and effect between such
         holder under the terms of Tenant's Non-Disturbance Agreement with such
         holder, (or successor) and Tenant. Tenant further agrees to execute
         such instruments which would cause the first mortgage to be subordinate
         to the Lease, as such holder of the mortgage may request.

         Landlord represents and warrants to Tenant that:

         (i)      Landlord is the holder of the lessee's interest under the
                  Lease Agreement (the "Ground Lease") between WRC Properties,
                  Inc., a Delaware corporation ("Ground Lessor"), and Landlord,
                  dated April 29, 1988, a short form of which has been recorded
                  with the Worcester County Worcester District of Deeds (the
                  "Registry") at Book 11630, Page 21.

         (ii)     To the best of Landlord's knowledge, Ground Lessor is the
                  present holder of the lessor's interest under the Ground
                  Lease.

         (iii)    The Ground Lease is in full force and has not been amended,
                  modified, revoked or terminated, except by instruments
                  attached to this Lease as Exhibit GL.

         (iv)     The copy of the Ground Lease attached to this Lease as Exhibit
                  GL is a complete and accurate copy of the Ground Lease, which
                  represents the entire agreement between Landlord and Ground
                  Lessor with respect to the Property.

         (v)      Neither Landlord nor, to the best of Landlord's knowledge,
                  Ground Lessor as Exhibit GL is in default under the Ground
                  Lease, nor has any event occurred which, after any applicable
                  notice or the expiration of any applicable grace period, would
                  become a default under the Ground Lease by Landlord or, to the
                  best of Landlord's knowledge, Ground Lessor.

         (vi)     All rent, additional rent, and other charges due under the
                  Ground Lease have been paid through November, 1995.

         (vii)    To the best of Landlord's knowledge, the only mortgage
                  encumbering the Property is a Security Agreement and Leasehold
                  Mortgage Deed from Landlord to Teachers Insurance and Annuity
                  Association of America, a New York corporation ("Teachers"),
                  dated May 24, 1989, and recorded with the Registry at Book
                  12116, page 158, as amended by a Mortgage Supplement,
                  Modification and

                                             -33-







<PAGE>

                  Amendment and Supplement, Amendment and Modification of
                  Assignment of Lessor's Interest in Lease(s) Agreement dated as
                  of June 1, 1991, and recorded with the Registry at Book 13627.
                  Page 47 (collectively, the "Mortgagee").

         (viii)   To the best of Landlord's knowledge, Teachers is the present
                  holder of the Mortgage.

         (ix)     Landlord is not in default under the Mortgage, nor has any
                  event occurred which, after any applicable notice or the
                  expiration of any applicable grace period, would become a
                  default under the Mortgage.

14.14    STATUS REPORT. Recognizing that both parties may find it necessary to
         establish to third parties, such as accountants, banks, mortgagees,
         ground lessors, or the like, the then current status of performance
         hereunder, either party, on the request of the other made from time to
         time, will within ten (10) days furnish to Landlord, or the holder of
         any mortgage or ground lease encumbering the Premises, or to Tenant, as
         the case may be, a statement (to the best of such party's knowledge) of
         the status of any matter pertaining to this Lease, including, without
         limitation, acknowledgements that (or the extent to which) each party
         is in compliance with its obligations under the terms of this Lease.

14.15    REMEDYING DEFAULTS. Landlord shall have the right (after written notice
         to Tenant and the expiration of any applicable grace period), but shall
         not be required, to pay such reasonable sums or do any reasonable act
         which requires the expenditure of monies which may be necessary or
         appropriate by reason of a Default of Tenant and in the event of the
         exercise of such right by Landlord, Tenant agrees to pay to Landlord
         forthwith upon demand all such sums, together with interest thereon at
         a rate equal to 3% over the prime rate in effect from time to time at
         the First National Bank of Boston as an additional charge. Any payment
         of Basic Rent, Escalation Charges or other sums payable hereunder not
         paid when due (after written notice to Tenant and the expiration of any
         applicable grace period) shall, at the option of Landlord, bear
         interest at a rate equal to 3% over the prime rate in effect at the
         First National Bank of Boston from the due date thereof and shall be
         payable forthwith on demand by Landlord, as an additional charge.

14.16    HOLDING OVER. Any holding over by Tenant after the expiration of the
         Term of this Lease shall be treated as a daily tenancy at sufferance at
         a rate equal to 1-1/2 times the Basic Rent in effect at the expiration
         of the Term of this Lease plus Escalation Charges and other charges
         herein provided (prorated on a daily basis). Tenant shall also pay to
         Landlord all damages, direct

                                     -34-




<PAGE>

         and/or indirect, sustained by reason of any such holding over.
         Otherwise, such holding over shall be on the terms and conditions set
         forth in this Lease as far as applicable.

14.17    WAIVER OF SUBBROGATION. Insofar as, and to the extent that, the
         following provision may be effective without invalidating or making it
         impossibe to secure insurance coverage obtainable from responsible
         insurance companies doing business in the locality in which the
         Property is located (even though extra premium may result therefrom),
         Landlord and Tenant mutually agree that any property damage insurance
         carried by either shall provide for the waiver by the insurance carrier
         of any right of subrogation against the other, and they further
         mutually agree that, with respect to any damage to property, the loss
         from which is covered by insurance then being carried by them,
         respectively, the one carrying such insurance and suffering such loss
         releases the other of and from any and all liability with respect to
         such loss to the extent of the insurance proceeds paid with respect
         thereto.

14.18    SURRENDER OF PREMISES. Upon the expiration or earlier termination of
         the Term of this Lease, Tenant shall peaceably quit and surrender to
         Landlord the Premises in neat and clean condition and in as good order,
         condition and repair as existed as of the Commencement Date, together
         with all alterations, additions and improvements (other than Tenant's
         Removable Property), which may have been made or installed in, on or to
         the Premises prior to or during the Term of this Lease, excepting only
         ordinary wear and use, eminent domain and damage by fire or other
         casualty for which, under other provisions of this Lease, Tenant has no
         responsibility of repair or restoration. Tenant shall remove all of
         Tenant's Removable Property and shall repair any damages to the
         Premises or the Building caused by such removal. Any Tenant's Removable
         Property which shall remain in the Building or on the Premises after
         the expiration or termination of the Term of this Lease shall be deemed
         conclusively to have been abandoned, and either may be retained by
         Landlord as its property or may be disposed of in such manner as
         Landlord may see fit, at Tenant's sole cost and expense.

14.19    BROKERAGE. Tenant and Landlord warrant and represent that neither party
         has dealt with any broker in connection with the consummation of this
         Lease other than Broker, and, in the event of any brokerage claims
         against Landlord predicated upon prior dealings with Tenant, Tenant
         agrees to defend same and indemnify Landlord against any such claim
         (except any claim by Broker). In the event of any brokerage claims
         against the Tenant predicated upon prior dealings with Landlord,
         Landlord agrees to defend same and indemnify Tenant against any such
         claim (except any claim by Broker).



                                        -35-

<PAGE>

14.20    GOVERNING LAW: This Lease shall be governed exclusively by the
         provisions hereof and by the laws of the Commonwealth of Massachusetts,
         as the same may from time to time exist.

         IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be
duly executed, under seal, by persons hereunto duly authorized, in multiple
copies, each to be considered an original hereof, as of the date first set forth
above.


                                            LANDLORD: Westborough Associates
                                            Building Five Limited Partnership,
                                            a Massachusetts limited partnership

                                            By: Robert C. Elder d/b/a Robert
                                            Elder Associates, its general
                                            partner


                                            By:  /s/ Robert C. Elder
                                                ------------------------------
                                                 Robert C. Elder


                                            TENANT: CacheLink Corp.


Attest:                                     By:  /s/ Michael S. Wyzgo
        ------------------------                ------------------------------
               Clerk                             Michael S. Wyzgo, VP Finance


                                     -36-