Exhibit 10.52


                                    SUBLEASE


         This SUBLEASE (the "Sublease") is dated as of the ___ day of _________,
2001 by and between AUTHORISZOR,  INC., a Delaware corporation  ("Sublandlord"),
and DIRECTECH, INC., a Delaware corporation ("Subtenant").

                                 R E C I T A L S


         WHEREAS,  pursuant to that certain  Lease dated as of April 28, 2000 by
and between  Massachusetts Mutual Life Insurance Company ("Prime Landlord"),  as
landlord, and Sublandlord, as tenant, (the "Prime Lease"), a copy of which Prime
Lease is attached  hereto as Exhibit A,  Sublandlord  leased from Prime Landlord
certain  premises (the "Subleased  Premises")  located on the fifth floor of the
building  commonly known as One Van de Graaff Drive,  Burlington,  Massachusetts
(the "Building"), containing approximately 11,950 rentable square feet of space,
as more fully described in the Prime Lease; and

         WHEREAS,  Subtenant  desires to sublease from Sublandlord the Subleased
Premises (the "Subleased Premises"),  and Sublandlord is willing to sublease the
Subleased  Premises to Subtenant on the  provisions,  covenants  and  conditions
hereinafter set forth.

                                A G R E E M E N T


         NOW,  THEREFORE,  in consideration of the mutual covenants made herein,
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby  acknowledged and agreed,  Sublandlord  hereby subleases to Subtenant
and Subtenant hereby takes and hires from Sublandlord the Subleased Premises, on
the terms and conditions set forth below:

         I. Defined Terms.  All terms defined in the Prime Lease and used herein
shall, unless otherwise defined herein, have the meanings ascribed to such terms
in the Prime Lease.

         II.  Term.  The  term of this  Sublease  (the  "Sublease  Term")  shall
commence on July 1, 2001 (the  "Sublease  Term  Commencement  Date"),  and shall
expire on April 28, 2005, unless sooner

terminated in accordance with the provisions of this Sublease.

         III. Delivery.  The Subleased Premises shall be delivered to Subtenant,
broom-clean  and free of all occupants but otherwise  "as-is,  where-is and with
all  faults",  without  representation  or  warranty,  express or  implied,  and
Subtenant hereby waives, disclaims and renounces any representation or warranty.

         IV. Basic Rent.  Subtenant shall pay to Sublandlord,  in advance,  from
and after the Sublease Term Commencement Date, in monthly installments,  without
withholding,  offset or  reduction,  Basic  Rent at the rate of  $31,368.75  per
month,  exclusive of electricity  charges.  Basic Rent for any partial  calendar
months at the beginning or end of the Sublease Term shall be prorated on a daily
basis.  Subtenant acknowledges that Sublandlord's payments of Basic Rent for the
Sublease  Premises are paid to Prime  Landlord on the first day of each calendar
month  during the Term and  Subtenant  therefore  covenants  and agrees that its
payments of Basic Rent  hereunder  shall be paid to Sublandlord at least two (2)
business days prior to the first of each calendar month.

         V. Additional Rent. Subtenant  acknowledges that, pursuant to Article 4
of the Prime Lease, Sublandlord is obligated to pay to Prime Landlord additional
rent on account of escalations  in operating  expenses and real estate taxes for
the Building, as more particularly described in the Prime Lease. Subtenant shall
pay to  Sublandlord  with  its  monthly  payment  of  Basic  Rent  Sublandlord's
additional  rent  obligations  under the Prime  Lease,  together  with any other
additional rent payable from time to time by Sublandlord  under the Prime Lease.
Sublandlord  shall  deliver to  Subtenant  promptly  after  receipt  thereof any
invoices  for  Additional  Rent  delivered  to  Sublandlord  by Prime  Landlord.
Additional  Rent  payable  hereunder  for  any  partial  calendar  month  at the
beginning or end of the Sublease Term shall be pro-rated on a daily basis.

         VI.  Use.  The  Subleased  Premises  shall be used for  general  office
purposes and for no other purposes whatsoever.

         VII.  Prime Lease.  Subtenant  agrees that it will do nothing in, on or
about the Subleased  Premises which would result in the breach by Sublandlord of
its undertakings and obligations under the Prime Lease. Except for the following
provisions,  this  Sublease  shall be  subject  to and on all of the  terms  and
conditions as are  contained in the Prime Lease and the  provisions of the Prime
Lease are hereby  incorporated  into this  Sublease as if  Sublandlord  were the
landlord thereunder and Subtenant the tenant thereunder:

         The defined  economic  terms for "Monthly  Rent,"  "Security  Deposit,"
"Term," and the like are inapplicable;

         A.       Section 5.A (Landlord's  Work) and Section 5.B (Tenant's Work)
                  are inapplicable;

         B.       Article 16 of the Prime Lease  (Subletting  and Assignment) is
                  inapplicable;

         C.       Article  23  of  the  Prime   Lease   (Security   Deposit)  is
                  inapplicable;

         D.       Article  24 of  the  Prime  Lease  (Brokerage  Commission)  is
                  inapplicable;

         E.       Exhibit B of the Prime Lease (Work Letter) is inapplicable.

         Where appropriate, references to "Landlord" in the Prime Lease shall be
deemed to mean  "Sublandlord"  hereunder and references to "Tenant" in the Prime
Lease shall be deemed to mean  "Subtenant"  hereunder,  it being  understood and
agreed  that  Sublandlord  will  not  be  acting  as,  or  assuming  any  of the
responsibilities  of, Prime  Landlord,  and all references in the Prime Lease to
Landlord-provided  services or Landlord  insurance  requirements,  and any other
references  which  by their  nature  relate  to the  owner  or  operator  of the
Building,  rather  than  to a  tenant  of the  Building  subleasing  space  to a
subtenant,  shall  continue  to be  references  to  Prime  Landlord  and  not to
Sublandlord.

         VIII.  Subtenant's  Covenants.  Subtenant  covenants to  Sublandlord to
perform all of the covenants and  obligations  to be performed by Sublandlord as
Tenant under the Prime Lease as the same relate to the Subleased Premises and to
comply with this Sublease and the applicable  provisions of the Prime Lease,  as
modified by this Sublease,  in all respects. If Subtenant shall fail to make any
payment or perform any act required to be made or  performed by Subtenant  under
the Prime Lease pursuant to Subtenant's assumption of Sublandlord's  obligations
thereunder  as they relate to the  Subleased  Premises,  and such default is not
cured by Subtenant by the first to occur of (i) one-half of the period specified
in the Prime Lease for curing such  default,  or (ii) five (5) days prior to the
expiration  of such Prime Lease cure  period,  Sublandlord,  without  waiving or
releasing  any  obligation  or  default  hereunder,  may (but  shall be under no
obligation  to) make such payment or perform such act for the account and at the
expense of Subtenant,  and may take any and all such actions as  Sublandlord  in
its sole  discretion  deems necessary or appropriate to accomplish such cure. If
Sublandlord  shall  reasonably  incur any  expense in  remedying  such  default,
Sublandlord shall be entitled to recover such sums upon demand from Subtenant as
Additional Rent under this Sublease.

         IX.  Sublandlord's  Covenants.  Sublandlord  covenants  to Subtenant to
perform all of the terms and provisions required of it under the Prime Lease and
to promptly pay when due all rents due and accruing to Prime  Landlord under the
Prime Lease.  Sublandlord  will use  reasonable  efforts to enforce on behalf of
Subtenant  Sublandlord's rights under the Prime Lease. Nothing contained in this
Sublease  shall  be  construed  as a  guarantee  by  Sublandlord  of  any of the
obligations, covenants, warranties, agreements or undertakings of Prime Landlord
in the Prime Lease,  nor as an  undertaking  by  Sublandlord to Subtenant on the
same or similar terms as are contained in the Prime Lease.

         X.  Indemnification.  Subtenant  shall  indemnify  Sublandlord and hold
Sublandlord  harmless  from  and  against  any and all  claims,  demands  suits,
judgments,  liabilities,  costs and expenses,  including  reasonable  attorney's
fees, arising out of or in connection with Subtenant's use and possession of the
Subleased  Premises,  or arising  out of the failure of  Subtenant,  its agents,
contractors  or  employees  to perform any  covenant,  term or condition of this
Sublease or of the Prime Lease to be performed by Subtenant hereunder.

         XI. Assignment and Subletting. Subtenant shall not assign this Sublease
or sublet  the  Subleased  Premises  in whole or in part,  nor  shall  Subtenant
participate in any transaction  which would  constitute an assignment  under the
terms of Article 16 of the Prime Lease.

         XII. Security Deposit.  Upon execution hereof,  Subtenant has delivered
to Sublandlord the sum of $127,466.67 ("Subtenant's Security Deposit"), such sum
to be  held by  Sublandlord  as  security  for the  performance  of  Subtenant's
obligations under this Sublease. Upon the occurrence of any default by Subtenant
hereunder after  expiration of any applicable  grace or cure periods,  Subtenant
agrees  that  Sublandlord  may  apply  all or any part of  Subtenant's  Security
Deposit,  together with accrued interest, if any, to any obligation of Subtenant
hereunder. Such application shall not excuse the default of Subtenant hereunder.
If all or any portion of Subtenant's  Security Deposit is applied by Sublandlord
against any of  Subtenant's  obligations  hereunder,  Subtenant  shall  promptly
restore   Subtenant's   Security  Deposit  to  the  original  sum.  Interest  on
Subtenant's Security Deposit shall in all instances be retained by Sublandlord.

         XIII.  Brokers.  Each  of  Sublandlord  and  Subtenant  represents  and
warrants to the other that it has not dealt with any broker in  connection  with
this Sublease other than Thompson Doyle Hennessy & Everest and CB/Richard  Ellis
(collectively,  "Broker"),  and each  agrees to  indemnify,  defend and hold the
other harmless from and against any breach of said  representation and warranty.
Sublandlord  shall be  responsible  for the  commission to be paid to the Broker
pursuant to a separate agreement.

         XIV. Electricity Charge.  Subtenant shall be responsible for payment of
all  electrical  charges for the Subleased  Premises  (together  with any excess
costs for  electrical  service  occasioned by  Subtenant's  use of the Subleased
Premises),  to be paid by  Subtenant  prior to the date when due directly to the
utility company, to the extent that the same are separately metered, and, to the
extent  not so  metered,  to  Sublandlord  within  ten (10) days  after  billing
therefor.

         XV. Insurance.  Subtenant shall comply with all insurance  requirements
of the Prime Lease,  including the  provisions  of Article 8 thereof.  Subtenant
shall deliver to Sublandlord certificates which evidence such insurance prior to
the Sublease Term Commencement  Date, and thereafter as required under the Prime
Lease, and shall name in all such insurance policies both the Prime Landlord and
Sublandlord as additional insureds thereunder.

         XVI. Parking.  Subtenant shall be entitled to use of the parking spaces
allocated to Sublandlord  under the Prime Lease,  in accordance with and subject
to the  provisions of Article 26 of the Prime Lease.  Sublandlord  shall have no
obligation to police the parking  areas or enforce  Subtenant's  parking  rights
hereunder.

         XVII.    Miscellaneous.


                  A.       Counterparts.   This  instrument  may  be  signed  in
                           counterparts, which, taken together, shall constitute
                           a single Sublease instrument.

                  B.       Notices. Notices to Sublandlord or Subtenant required
                           or  permitted  hereunder  shall be sent in the manner
                           prescribed in the Prime Lease,  to the Premises until
                           further notice in the case of notices to Sublandlord,
                           and to the Subleased  Premises in the case of notices
                           to Subtenant.

                  C.       Amendments.  This  Sublease  may  not be  changed  or
                           terminated orally but only by an agreement in writing
                           signed by both Sublandlord and Subtenant.

                  D.       No Waiver.  The failure of either  party to insist on
                           strict  performance  of  any  covenant  or  condition
                           hereof,  or to exercise any option contained  herein,
                           shall not be construed as a waiver of such  covenant,
                           condition or option in any other instance.

                  E.       Memorandum of Lease.  Subtenant shall not record this
                           Sublease or any memorandum hereof.

                  F.       Governing  Law.  This  Sublease has been  negotiated,
                           executed  and  delivered  in  the   Commonwealth   of
                           Massachusetts,  and the parties agree that the rights
                           and  obligations  of the parties  under this Sublease
                           shall be governed and  construed in  accordance  with
                           the laws of the Commonwealth of Massachusetts.

                  G.       Severability. The invalidity of any of the provisions
                           of this  Sublease  will not  impair  or affect in any
                           manner the validity,  enforceability or effect of the
                           rest of this Sublease.

                  H.       Entire Agreement.  All understandings and agreements,
                           oral or written,  heretofore made between the parties
                           hereto are merged in this Sublease, which alone fully
                           and  completely   expresses  the  agreement   between
                           Sublandlord and Subtenant.

                  I.       Relationship Between the Parties.  This Sublease does
                           not create the  relationship  of principal and agent,
                           nor does it create any partnership, joint venture, or
                           any association or relationship  between  Sublandlord
                           and  Subtenant  other  than  as  and  to  the  extent
                           specifically  provided  in this  Sublease,  the  sole
                           relationship  of Sublandlord and Subtenant being that
                           of  sublandlord  and  subtenant  as  provided in this
                           Sublease.

                  J.       Remedies Cumulative.  Except as specifically provided
                           herein,  all rights and remedies of Sublandlord under
                           this  Sublease  shall be  cumulative  and none  shall
                           exclude any other rights and remedies allowed by law.

                  K.       Condition   Precedent.   The  effectiveness  of  this
                           Sublease is expressly subject to and conditional upon
                           obtaining  Prime  Landlord's  written consent to this
                           Sublease pursuant to Article 16 of the Prime Lease.

                  L.       Termination of Prime Lease.  If either Prime Landlord
                           or Sublandlord terminates the Prime Lease pursuant to
                           its terms or the Prime Lease otherwise  terminates or
                           expires,    this   Sublease    shall   likewise   and
                           simultaneously terminate.

                              [End of text on page]


<PAGE>


         IN WITNESS  WHEREOF,  the parties  have  executed  this  Sublease as an
instrument under seal as of the date first written above.

                                  SUBLANDLORD:

                                  AUTHORISZOR, INC., a Delaware corporation


                                  By:
                                     ----------------------------------------
                                     Name:
                                     Title:


                                  SUBTENANT:

                                  DIRECTECH, INC.


                                  By:
                                     ---------------------------------------
                                     Name:
                                     Title:



         Consent to the foregoing Sublease is hereby granted.



                                  MASSACHUSETTS MUTUAL LIFE INSURANCE
                                  COMPANY, a Massachusetts corporation

                                  By:
                                     ---------------------------------------
                                     Name:
                                     Title:







<PAGE>


                                    EXHIBIT A

                                   PRIME LEASE

                                 [See Attached]