Lease to International Wireless, Inc.




                                      LEASE
               Metro North Corporate Center, Woburn, Massachusetts
                                 by and between
                      600 METRONORTH CORPORATE CENTER, LLC,
                                   as Landlord
                                       and
                          INTERNATIONAL WIRELESS, INC.
                                    as Tenant





Dated as of: January 8, 2001


<PAGE>
                                TABLE OF CONTENTS


REFERENCE DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1

     Section 1 .1. Reference Information . . . . . . . . . . . . . . .    1
     Section 1.2. Exhibits . . . . . . . . . . . . . . . . . . . . . .    3

PREMISES AND TERM. . . . . . . . . . . . . . . . . . . . . . . . . . .    4
     Section 2.1. Premises . . . . . . . . . . . . . . . . . . . . . .    4
     Section 2.2 Term. . . . . . . . . . . . . . . . . . . . . . . . .    4
     Section 23. Appurtenant Rights and Reservations . . . . . . . . .    4

     IMPROVEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . .    5
     Section 3.1. TI Plans and Specifications. . . . . . . . . . . . .    5
     Section 3.2. Landlord's TI Work . . . . . . . . . . . . . . . . .    6
     Section 3.3. Substantial Completion of Landlord's TI Work . . . .    7
     Section 3.4 General Provisions Applicable to Construction . . . .    8
     Section 3.5. Construction Representatives . . . . . . . . . . . .    8
     Section 3.6. Changes In Building or Lot . . . . . . . . . . . . .    8

ANNUAL RENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
     Section 4.1 Annual Rent . . . . . . . . . . . . . . . . . . . . .    8

OPERATING COST ESCALATION. . . . . . . . . . . . . . . . . . . . . . .    9
     Section 5.1. Operating Cost Escalation. . . . . . . . . . . . . .    9
     Section 5.2. Operating Cost Escalation Payments . . . . . . . . .   10
     Section 5.3. Exclusions from Landlord's Operating Costs . . . . .   11
     Section 5.4. Review and Audit of Operating Costs. . . . . . . . .   12

REAL ESTATE TAX ESCALATION . . . . . . . . . . . . . . . . . . . . . .   13
     Section 6.1. Real Estate Tax Escalation . . . . . . . . . . . . .   13
     Section 6.2 Estimated Real Estate Tax Escalation Payments . . . .   13

INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
     Section 7.1. Tenant's Insurance . . . . . . . . . . . . . . . . .   15
     Section 7.2. Requirements Applicable to Insurance Policies. . . .   15
     Section 73. Waiver of Subrogation . . . . . . . . . . . . . . . .   16


<PAGE>
LANDLORD'S COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . .   16
     Section 8.1. Quiet Enjoyment. . . . . . . . . . . . . . . . . . .   16
     Section 8.2. Maintenance and Repair . . . . . . . . . . . . . . .   16
     Section 8.3. Electricity. . . . . . . . . . . . . . . . . . . . .   17
     Section 8.4. Utilities. . . . . . . . . . . . . . . . . . . . . .   17
     Section 8.5. HVAC . . . . . . . . . . . . . . . . . . . . . . . .   18
     Section 8.6. Cleaning . . . . . . . . . . . . . . . . . . . . . .   18
     Section 8.7. Interruptions. . . . . . . . . . . . . . . . . . . .   18

TENANT'S COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . .   19
     Section 9.1 Use . . . . . . . . . . . . . . . . . . . . . . . . .   19
     Section 9.2. Repair and Maintenance . . . . . . . . . . . . . . .   19
     Section 9.3. Compliance with Law and Insurance Recruitments . . .   19
     Section 9.4. Tenant's Work. . . . . . . . . . . . . . . . . . . .   20
     Section 9.5. Indemnity. . . . . . . . . . . . . . . . . . . . . .   21
     Section 9.6. Landlord's Right to Enter. . . . . . . . . . . . . .   21
     Section 9.7. Personal Property at Tenant's Risk . . . . . . . . .   21
     Section 9.8. Yield Up . . . . . . . . . . . . . . . . . . . . . .   21
     Section 9.9. Estoppel Certificate . . . . . . . . . . . . . . . .   22
     Section 9.10. Landlord's Expenses In Connection With Consents . .   22
     Section 9.11. Rules and Regulations . . . . . . . . . . . . . . .   22
     Section 9.12. Holding Over. . . . . . . . . . . . . . . . . . . .  .22
     Section 9.13. Assignment and Subletting . . . . . . . . . . . . .  .23
     Section 9.14. Overloading and Nuisance. . . . . . . . . . . . . .   27

CASUALTY OR TAKING . . . . . . . . . . . . . . . . . . . . . . . . . .  .28
     Section 10.1. Abatement of Rent . . . . . . . . . . . . . . . . .   28
     Section 10.2. Landlord's Right Of Termination . . . . . . . . . .   28
     Section 103. Restoration. . . . . . . . . . . . . . . . . . . . .   28
     Section 10.4 Award. . . . . . . . . . . . . . . . . . . . . . . .   29
     Section 10.5 Temporary Taking . . . . . . . . . . . . . . . . . .   29
     Section 10.6. No Liability On Account Of Injury To Business, Etc.   29

DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   30
     Section 11.1. Events of Default . . . . . . . . . . . . . . . . .   30
     Section 11.2. Remedies. . . . . . . . . . . . . . . . . . . . . .   32
     Section 11.3. Remedies Cumulative . . . . . . . . . . . . . . . .   32
     Section 11.4. Landlord's Right to Cure. . . . . . . . . . . . . .   32
     Section 11.5. Waivers . . . . . . . . . . . . . . . . . . . . . .   32
     Section 11.6. No Accord and Satisfaction. . . . . . . . . . . . .   33
     Section 11.7. Interest on Overdue Amounts . . . . . . . . . . . .   33
     Section 11.8. Costs and Expenses. . . . . . . . . . . . . . . . .   33
     Section 11.9. Paragraph Headings; Exhibits. . . . . . . . . . . .   34
     Section 11.10. Waiver of Jury Trial . . . . . . . . . . . . . . .   34

MORTGAGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   34
     Section 12.1. Rights of Mortgage Holders. . . . . . . . . . . . .   34
     Section 12.2. Lease Subordinate or Superior to Mortgages. . . . .   35


<PAGE>
Miscellaneous Provisions . . . . . . . . . . . . . . . . . . . . . . .   36
     Section 13.3. Bind and Inure; Lirnitation of Landlord's Liability   36
     Section 13.4. Acts of God . . . . . . . . . . . . . . . . . . . .   37
     Section 13.5. Landlord's Default. . . . . . . . . . . . . . . . .   37
     Section 13.6. Brokerage . . . . . . . . . . . . . . . . . . . . .   37
     Section 13.7. Miscellaneous . . . . . . . . . . . . . . . . . . .   37
     Section 13.8. Hazardous Materials . . . . . . . . . . . . . . . .   39
     Section 13.9. Security Deposit. . . . . . . . . . . . . . . . . .   40


<PAGE>
                                      LEASE
                                      -----

This  lease  is  made  as of the 8th day of January, 2001 between 600 METRONORTH
CORPORATE  CENTER,  LLC,  a Massachusetts limited liability company, as landlord
(the  "Landlord")  and INTERNATIONAL WER ELESS, INC., a Delaware corporation, as
tenant  (the  "Tenant").

Landlord  and  Tenant  hereby  covenant  and  agree  as  follows:

                                    SECTION I
                                    ---------
                                 Reference Data
                                 --------------

Section  1.1.  Reference  Information.  Reference  in this Lease to any of the
-------------------------------------
following  shall  have  the  meanings  set  forth  below:

Premises:                      A portion of the third (3d) floor  of  the
                               Building, as  shown on  the plan  attached
                               hereto as Exhibit A.
Address of Landlord:           23 10 Washington Street
                               Newton Lower Falls, Massachusetts 02462
Tenant:                        International Wireless, Inc., a Delaware
                               corporation
Address of Tenant:             Young Technology Funds
                               24 New England Executive Park
                               Burlington, Massachusetts 0 1803
Landlord's Construction
Representative:                Mark L. Paris
Tenant's Construction
Representative:                Michael Dewer
Anticipated Tenn
Commencement Date:             April 1,  2001,  or  such  later  date  as
                               determined in accordance with this Lease.
Commencement Date:             The earlier  to occur of  (i) the  date on
                               Which Landlord's  TI Work is substantially
                               completed,  or  (ii)  the  date  on  which
                               Tenant  first  occupies  any  part  of the
                               Premises for the conduct of business.
Term:                          Approximately  four  (4) years and two (2)
                               months, beginning on the Commencement Date
                               and expiring  on  June  30,  2005;  unless
                               earlier terminated in accordance with  the
                               terms hereof (the "Expiration Date").

Premises Square Footage:       2,616 rentable square feet.
Annual Fixed Rent:             For   the   period    commencing   on   the
                               Commencement  date  and  ending  on the day
                               immediately  proceeding  the  second  (2nd)
                               anniversary  of   the   Commencement  Date,
                               83,712.00 per armum ($6,976.00 per month),
                               calculated at the rate of $32.00 per square
                               foot of Premises Square Footage per  annum.
                               For the  period  commencing  on the  second
                               (2nd) anniversary  of the Commencement Date
                               and  ending   on   the   Expiration   Date,
                               91,560.00 per annum ($7,630.00 per month),
                               calculated at the rate of $35.00 per square
                               foot of Premises Square Footage per annum.


<PAGE>
Base Operating Costs:          An amount equal to the Operating Costs (as
                               Defined in Section 5.1 of this Lease)
                               incurred with respect to the twelve (12)
                               month period commencing on January 1, 2000
                               and expiring on December 31, 2000 (the "Base
                               Year").

Base Real Estate Taxes:        An amount equal to the Real Estate Taxes
                               Assessed and/or attributable to Fiscal Year
                               2001, which commences on July 1, 2000 and
                               expires on June 30, 2001.
Landlord's Contribution:       $ 56,244.00
Security Deposit Amount:       $ 41,856.00.
Permitted Uses:                General business offices, including sales,
                               service, training and demonstrations, and no
                               other purpose or purposes.

Tenant's Public Liability
Insurance Limit:               Bodily Injury and Property Damage Coverage:
                               combined single limit of not less than
                               2,000,000.00, or such greater amount as may
                               be reasonably required by Landlord from time
                               to time.

Tenant's Proportionate Share:  3.53%, computed on the basis of a Premises
                               Square Footage of 2,616 and a Building
                               Square Footage of 74,194.

Brokers:                       Insignia/ESG - Stephen J. Murphy
                               Jacob Realty - Marc Russo

Lot:                           The lot or parcel of land on which the
                               Building is located, as more particularly
                               set forth on Exhibit B.

Building:                      The building and improvements which have
                               Been constructed on the Lot by Landlord,
                               Containing 74,194 rentable square feet,
                               together with any and all replacements
                               thereof and alterations and additions
                               thereto made from time to time.

Building Square Footage:       74,194 rentable square feet.

Measurement Method:            The Standard Method for Measuring Floor
                               Area in Office Buildings, issued by BOMA,
                               dated 1996.

Property:                      The Building and the Lot.

Park Covenants:                The Declaration of Protective Covenants,
                               Attached hereto as Exhibit G, together with
                               any and all amendments, modifications,
                               additions, substitutions and replacements
                               thereof and thereto.


<PAGE>
Business Days:                 All days during the Term except the
                               following: Saturdays, Sundays, New Year's
                               Day, Memorial Day, July 4, Labor Day,
                               Thanksgiving Day and Christmas Day.

Business Hours:                8:00 a.m. to 6:00 p.m. on all Business
                               Days.

     Section  1.2.  Exhibits.  The  following  Exhibits  are  attached  to  and
     ------------------------
incorporated  in  this  Lease  by  this  reference as if fully set forth herein:


     Exhibit  A:     Plan  of  Premises
     Exhibit  B:     Lot
     Exhibit  C:     [Intentionally  Deleted]
     Exhibit  D:     [Intentionally  Deleted]
     Exhibit  E:     Landlord's  Cleaning  Specifications
     Exhibit  F:     Rules  and  Regulations
     Exhibit  G:     Declaration  of  Protective  Covenants


                                    SECTION 2
                                    ---------

                                Premises and Term
                                -----------------

     Section  2. 1. Premises. Landlord hereby leases and demises the Premises to
     -----------------------
Tenant  and Tenant hereby leases the Premises from Landlord, upon and subject to
the  terms  and  provisions  of  this  Lease.

     Section  2.2.  Term.  To  HAVE  AND  TO  HOLD  for  the  Term.
     -------------------

     Section  2.3.  Appurtenant  Rights  and  Reservations.
     ------------------------------------------------------

     (a)     Tenant  shall  have,  as  appurtenant  to  the  Premises,  the
non-exclusive  right  to  use  and  permit  its  invitees to use, in common with
others,  public  or  common toilets, lobbies, hallways, stairways, elevators and
walkways  necessary  for  access  to  the  Building;  and  if the portion of the
Premises  on  any floor of the Building includes less than the entire floor, the
public  or  common  toilets,  corridors  and  elevator lobby of such floor. Such
rights  shall  always  be  subject  to  all rules and regulations established by
Landlord  from time to time and to the right of Landlord to designate and change
from  time  to  time  the  areas  and  facilities  so  to be used by the Tenant.

     (b)     Excepted  and  excluded  from the Premises are the areas behind the
inside  surface  of  exterior walls, the common stairways and stairwells, common
lobby  areas, shower and shower areas, vending machine and mail areas, elevators
and  elevator  shafts,  fan  rooms,  mechanical, electric and telephone closets,
janitor  closets,  freight elevator vestibules and pipes, ducts, conduits, wires
and  appurtenant  fixtures  serving  exclusively or in common other parts of the
Building.  Included  as part of the Premises are all entry doors to the Premises
and  all special installations of Tenant, such as interior stairs, special flues
and  special  air  conditioning  facilities.

     Landlord  reserves  the  right  from  time  to  time,  without unreasonable
interference  with  Tenant's use of the Premises: (a) to install, use, maintain,
repair,  replace  and  relocate  pipes,  ducts,  conduits,  shafts,  wires  and
appurtenant  fixtures,  in,  over  and  upon the Premises and/or any other areas
within  the  Building,  and  (b) to alter or relocate any other common facility,


<PAGE>
provided  that  any  substitutions  for  such  common  facilities  shall  be  of
substantially  equivalent  or  better  quality.  Landlord  further  reserves the
exclusive  right  to  use  all  rooms, areas, equipment, fixtures, pipes, ducts,
conduits,  wires  and  appurtenances  located  ' within the Premises which serve
other  premises  or parts of the Building, including all fan rooms, electric and
telephone  closets,  janitor closets, freight elevator vestibules, and the like.

                                    SECTION 3
                                    ---------

                                  Improvements
                                  ------------

     Section 3. 1. TI Plans and Specifications.
     ------------------------------------------

     (a)     Promptly  after  the  date of this Lease, Landlord will cause draft
final  plans  and  specifications  for  the  Premises  (the  "Draft TI Plans and
Specifications")  to  be prepared. Tenant shall cooperate with Landlord (and its
architects,  engineers  and  contractors), in connection with the preparation of
the  Draft  TI  Plans  and  Specifications  and  the  Final  Premises  Plans and
Specifications  (as  hereinafter  defined),  and  shall respond to requests from
Landlord  for  information,  approvals  and  authorizations promptly (but in any
event  no  more than ten (10) Business Days after such requests). Landlord shall
submit  the  Draft  TI Plans and Specifications to Tenant for Tenant's approval,
such  approval  not  to be unreasonably withheld, conditioned or delayed. Unless
Tenant  advises  Landlord in writing within ten (10) Business Days after receipt
of  the  Draft  TI  Plans  and  Specifications  that  the  Draft  TI  Plans  and
Specifications  need  to  be  corrected as a result of deficiencies therein, and
Tenant  specifies  the deficiencies and corrections to be made thereto, then the
Draft  TI  Plans and Specifications shall be considered to have been approved by
Tenant.  If  Tenant  shall  advise  Landlord  of  any  such  deficiencies  or
clarifications  prior  to  the  expiration of said ten (10) Business Day period,
then  Landlord shall, within ten (10) Business Days thereafter, revise the Draft
TI  Plans  and  Specifications  to  address  the deficiencies or clarifications,
submit  such  revisions  to  Tenant  and  unless Tenant notifies Landlord of any
remaining  deficiencies  or  clarifications  within  five  (5)  Business Days of
Tenant's  receipt  of  the  revised  Draft TI Plans and Specifications, then the
revised  Draft  TI  Plans  and  Specifications  shall be considered to have been
approved  by  Tenant.  Landlord  and  Tenant  shall  work  in  good  faith  and
expeditiously  to  resolve  any  and  all  disputes  concerning  deficiencies or
clarifications  with  respect  to the Draft TI Plans and Specifications so as to
cause the Draft TI Plans and Specifications to be finalized and approved as soon
as  possible. After Tenant has approved the Draft TI Plans and Specifications as
provided  in  this  Section 3. 1, or such Draft TI Plans and Specifications have
been  considered  to  have been approved by Tenant as aforesaid, or Landlord and
Tenant  have  each  acknowledged  their acceptance of the same, then in any such
case,  Landlord's  architect  shall  stamp  the  plans  and  specifications, and
thereafter  said  plans  and  specifications shall be considered to be the final
plans  and  specifications  for construction and fit-up of the Premises (the "TI
Plans and Specifications"). The work shown on the TI Plans and Specifications is
referred  to  herein  as  "Landlord's  TI  Work."

     (b)     From time to time, prior to or during the performance of Landlord's
TI  Work,  as  applicable, Landlord may elect to propose change orders to the TI
Plans  and  Specifications  (each,  a "Landlord's Change Order"). Landlord shall
submit  each  proposed  Landlord's Change Order to Tenant for its approval, such
approval  not  to  be  unreasonably withheld, conditioned or delayed, unless the
changes  affected  by  the  proposed  Landlord's  Change  Order  are  materially
inconsistent  with  the  TI  Plans  and  Specifications and would materially and


<PAGE>
adversely  affect  the  use  of  the  Premises  by Tenant. Unless Tenant advises
Landlord  within five (5) days after receipt that the proposed Landlord's Change
Order  is materially inconsistent with the TI Plans and Specifications, or would
materially  and  adversely  affect  the  use of the Premises by Tenant, then the
proposed  Landlord's  Change  Order shall be considered to have been approved by
Tenant,  and  the  TI Plans and Specifications shall be considered to be amended
and  modified  thereby.

     (c)     Tenant  may  elect  to  request  changes  to  the  TI  Plans  and
Specifications  as  Landlord's  TI  Work progresses, by request to Landlord from
time  to  time  prior  to  substantial completion thereof (each a "Tenant Change
Order"). Each Tenant Change Order shall be subject to Landlord's prior approval,
such approval not to be unreasonably withheld as long as the proposed changes do
not  effect  any  of  the building systems and/or any structural elements of the
Building,  or  are  not  (as determined by Landlord in its discretion) likely to
increase  the  cost  of  construction,  and/or  to  delay  the completion of the
Landlord's  TI  Work,  as applicable, and/or to cause an increase in interest or
other  costs  and  charges  payable  by  Landlord.

     3.2. Landlord's TI Work. Subject to the terms and conditions of this Lease,
     ------------------------
Landlord  will  complete  Landlord's  TI  Work  in a good and workmanlike manner
consistent  with the standards applicable to the Building; provided, however, in
no event shall Landlord be obligated to expend an amount greater than Landlord's
Contribution on account of Landlord's TI Work. The cost of completing Landlord's
TI  Work  shall include (a) the "Cost of Work" (as defined in American Institute
of  Architects  Document  Al 11 (1987 Edition)), and (b) Landlord's contractor's
overhead  and  profit  in  the  total amount equal to eight percent (8%) of such
cost. The general contractor for the performance of the Landlord's TI Work shall
be  Cranshaw  Construction.

     If at any time, or from time-to-time, Landlord determines in its reasonable
discretion that the estimated cost to complete the Landlord's TI Work may exceed
the  Landlord's Contribution (the amount of such excess being referred to herein
as  the  "TI  Excess Costs"), then within ten (10) days after request therefore,
Tenant  shall  pay  to  Landlord,  as additional rent, an amount equal to the TI
Excess  Costs,  which  amount  shall  be  applied toward the costs of performing
Landlord's  TI Work. If Tenant fails to fund any requested payment on account of
the  TI  Excess Costs within the foregoing ten (10) day period, then, unless and
until  the  requested  payment  is  received by Landlord, Landlord shall have no
further  obligation  to  continue  performing  Landlord's  TI  Work (or any part
thereof)  with  no  liability therefore. Tenant shall not be entitled to receive
any  portion of Landlord's Contribution not actually expended by Landlord in the
performance  of  the Landlord's TI Work in accordance with this Section 3.2, nor
shall  Tenant  have  any  right  to  apply  any unexpended portion of Landlord's
Contribution  as  a  credit  against  Annual Fixed Rent, Additional Rent, or any
other obligation of Tenant hereunder. Landlord shall be responsible for securing
the  permits  and  approvals  required  to  undertake  the  performance  of  the
Landlord's  TI  Work ("Landlord's Permits"). Tenant will cooperate with Landlord
'in  securing  the  Landlord's  Permits, with Tenant acknowledging that full and
timely  cooperation  with Landlord is necessary to enable Landlord to obtain the
Landlord's  Permits  in  a  timely  manner. Tenant will furnish to Landlord such
information,  as Landlord may require in order to obtain the Landlord's Permits.
Tenant  will afford Landlord and its employees, contractors and agents access to
the  Premises  at all reasonable times for the performance of Landlord's TI Work
and  for  the  storage of materials reasonably required in connection therewith,
and  Tenant  will  use  reasonable  efforts  to  avoid any interference with the
performance  of  Landlord's  TI  Work.

     Except  for the completion of the Landlord's TI Work, the Premises shall be
delivered  and  leased  to  Tenant  in  "as  is",  "where is" condition. Without
limitation,  Landlord  shall  not  be  required  to  construct any improvements,


<PAGE>
perform  any  alterations,  or to per-forin any other work in or to the Premises
other than the Landlord's TI Work. Without limitation, Tenant shall, at its sole
cost  and  expense, design, construct, purchase, and install within the Premises
all  alterations,  additions and improvements other than the Landlord's TI Work.
All  improvements,  alterations  and  additions  constructed and/or installed by
Tenant  in  the  Premises  shall  be  performed in accordance with the terms and
provisions  of  this Lease, including Section 9.4 of this Lease. All of Tenant's
work  in  the  Premises  shall  be  coordinated with any work being performed by
Landlord  and  in  such  manner as to maintain harmonious labor relations. In no
event  shall  any  such  work  by  Tenant damage the Building or the Property or
interfere  with the timely performance of Landlord's TI Work. Landlord agrees to
use  good  faith  efforts  to cooperate with Tenant to maintain harmonious labor
relations  with  workers  performing  work  on  behalf  of Tenant to prepare the
Premises  for  occupancy  by  Tenant.

     3.3. Substantial Completion of Landlord's TI Work. Landlord's TI Work shall
     -------------------------------------------------
be  considered  to  be  substantially complete on the date on which (a) all work
specified in the TI Plans and Specifications has been substantially completed in
accordance  therewith, except for minor so-called punchlist items which Landlord
can  complete within thirty (30) days and without material interference with the
conduct  of  Tenant's  activities  in  the Premises, and (b) Landlord shall have
delivered  a  certificate  to Tenant from Landlord's architect stating that such
work  has  been  substantially  completed  as  aforesaid;  provided, however, if
substantial  completion  is  delayed  by  reason of Tenant's Delays, substantial
completion  shall be deemed to have occurred on the date it would otherwise have
been achieved, but for such Tenant Delays. Landlord shall complete all punchlist
items  with  due  diligence and will use good faith efforts to complete all such
punchlist  items  within  thirty  (30)  days  after  the  Commencement  Date.

     Landlord  shall  use  reasonable  efforts  to  substantially  complete
construction  of  Landlord's  TI Work by the Anticipated Term Commencement Date.
Without  limiting  any  other  provision of this Lease, the time for substantial
completion  of Landlord's TI Work shall be extended for delays arising out of or
resulting  from  the  issuance of Tenant Change Orders, or action or inaction by
Tenant  that  may  delay  Landlord  (or  its  contractors)  in  completing  (or
undertaking)  construction (collectively, "Tenant Delays") and for delays caused
by  the  force  maieure  events  described  in  Section  9.6.
         --------------

     If  Landlord's  TI  Work  shall  not  be  substantially  completed  by  the
Anticipated  Term  Commencement  Date  (as  such  date may be extended by Tenant
Delays  and  force  majeure  events), then Annual Fixed Rent and Additional Rent
             --------------
shall  be  abated  unless  and  until  the  Term  Commencement  Date  occurs.
Notwithstanding  the  foregoing,  Landlord shall have no liability on account of
any  delays  in completion *in Landlord's TI Work, nor shall such failure affect
the  validity  of  this  Lease.

     Section  3.4.  General ' Provisions Applicable to Construction. In no event
     ---------------------------------------------------------------
will  Landlord have any obligation to perform any other work other than the work
expressly  if spec ied in the TI Plans and Specifications. All construction work
required  or permitted by this Lease, whether by Landlord or by Tenant, shall be
done in a good and workmanlike manner and in compliance with all applicable laws
and  all  ordinances,  regulations  and  orders  of  governmental  authority and
insurers  of  the  Building.  Landlord  and Tenant shall respond promptly to all
communications  from  each other and shall cooperate throughout the construction
process.  Promptly  after  Landlord  substantially completes Landlord's TI Work,
Landlord  and  Tenant  shall together thoroughly inspect such work and compile a
punchlist  of  all  incomplete  and  defective  items.


<PAGE>
     Section  3.5.  Construction  Representatives.  In connection with plans and
     ---------------------------------------------
construction, each party authorizes the other to rely upon all approvals granted
and other actions taken by any Construction Representative of the party named in
Section  1.  1  or  any  person hereafter designated in substitution or addition
thereof  by  notice  to  the  party  relying  thereon.

     Section  3.6.  Changes  In Building or Lot. Landlord may elect, in its sole
     -------------------------------------------
discretion,  from  time  to time, to change the layout, design and plans for the
Lot,  or  to  construct  additional  buildings  and/or  other  structures  and
improvements  on  the Lot (or any part thereof), or to add to or reduce the size
of  the  Lot, or to subdivide the Lot, or to grant, locate or relocate easements
burdening  or  affecting  the  Lot.


                                    SECTION 4
                                    ---------

                                   Annual Rent
                                   -----------

     Section  4.  1. Annual Rent.Tenant shall pay to Landlord, without notice or
     ----------------------------
demand,  and  without set-off, counterclaim, abatement or deduction, of any kind
whatsoever,  in  lawful  money  and good funds at the Address of Landlord, or at
such  other place or to such other person or entity as Landlord may by notice to
Tenant  from  time  to  time  direct,  (i)  Annual  Fixed  Rent in equal monthly
installments  equal to 1/12th of the Annual Fixed Rent, in advance, on the first
day  of  each  calendar  month  included  in  the  Term  of this Lease, and (ii)
Additional  Rent,  at  the  times  and in the manner set forth in this Lease. In
addition, Tenant shall pay, as Additional Rent, a late charge equal to five (5%)
percent  of the amount of any Annual Fixed Rent or Additional Rent payment which
is  not paid within five (5) days after the due date thereof; provided, however,
that  in  the  event that any payment of Annual Fixed Rent or Additional Rent is
not  paid  when  due on more than two (2) occasions during any twelve (12) month
period,  then thereafter such a late charge shall be due and payable immediately
without  application  of  the  five  (5)  day  grace  period  specified  above.


                                    SECTION 5
                                    ---------

                            Operating Cost Escalation
                            -------------------------

     Section  5.  1.  Operating  Cost  Escalation.
     ---------------------------------------------

     (a)     Tenant  shall  pay  to  Landlord, as Additional Rent, the Operating
Cost  Escalation  (as hereinafter defined) for and with respect to each calendar
year  in  which any part of the Term occurs, and in the case of a termination of
this  Lease pursuant to Section 11, any part of the Term would have occurred but
for said termination (each, a "Computation Year"). The Operating Cost Escalation
for  the  first  year  and  last  year  of the Term shall be apportioned for any
partial  Computation  Year.

     (b)     "Landlord's  Operating  Costs"  shall  mean  any and all reasonable
costs  and  expenses  paid or incurred by or on behalf of Landlord in connection
with the cleaning, operating, managing, maintaining, replacing, and repairing of
the  Building and/or the Property, or any part thereof, including the following:
premiums  for insurance carried by Landlord with respect to the Property; wages,
salaries,  other compensation, fringe benefits, worker's compensation, insurance
premiums  and  payroll  taxes  paid  by  Landlord to, for or with respect to all
persons  engaged  in  the  managing, operating, maintaining, cleaning, repairing
and/or  replacing thereof, water and sewer use charges; all actual out-of-pocket
utility  charges  not  billed  directly  to  tenants  by Landlord or the utility
company,  payments  to  contractors  and  management  companies under service or
management  contracts,  and other costs and expenses incurred by Landlord or its


<PAGE>
agents,  for  operating,  managing,  cleaning,  maintaining  and  repairing  the
Property,  including  management  fees, building cleaning, window cleaning, pest
extermination,  trash  removal,  landscaping,  snow  removal,  and  repair  and
maintenance  to  elevators,  the HVAC, electric and plumbing systems and parking
areas  (which  payments may be to affiliates of Landlord, provided that the same
are  at  reasonable rates); and all other reasonable costs and expenses incurred
in  connection  with  the  cleaning, operating, managing, maintaining, replacing
and/or  repairing  of  the  Property,  including costs associated with providing
services  or  amenities  generally  available to all tenants or occupants of the
Building;  if Landlord shall install a new or replacement capital item, or shall
otherwise  incur  a capital expense, the annual amortization (determined in good
faith  by  Landlord in accordance with generally accepted accounting principles)
of  the  cost thereof, with interest thereon at an annual rate equal to two (2%)
percent  above  the  prime rate of Fleet Bank (or in the * event that Fleet Bank
shall  cease publishing the prime rate, any other bank having offices in Boston,
Massachusetts  designated  by  Landlord) from time to time, shall be included in
Landlord's Operating Costs. Without limiting the foregoing, Landlord's Operating
Costs  shall  include all costs, assessments and expenses allocated, assessed or
paid  with  respect to the Property under the Park Covenants, as the same may be
amended,  restated,  modified, changed, supplemented or substituted from time to
time.

     (c)     In  determining  Landlord's Operating Costs, if for any Computation
Year  and/or  Base  Year  less  than 95% of the rentable area of the Building is
occupied  by  tenants,  then Landlord's Operating Costs shall be extrapolated to
include  the  costs  and expenses which would have been incurred by Landlord had
such occupancy been 95% during the entire Computation Year and/or the Base Year,
as  applicable  (as determined by Landlord in Landlord's reasonable discretion).
If  during  all  or any part of any Computation Year, Landlord is not furnishing
any  particular  work  or  service (the cost of which, if performed by Landlord,
would  be included in Landlord's Operating Costs) to a tenant who has undertaken
to  perform such work or service in lieu of the performance thereof by Landlord,
Operating  Costs  shall  be  deemed  to  be  increased by an amount equal to the
additional Operating Costs which would reasonably have been incurred during such
period by Landlord if it had, at its own expense, furnished such work or service
to  such tenant (as determined by Landlord in Landlord's reasonable discretion).

     (d)  For  each Computation Year, "Operating Cost Escalation" shall be equal
to  Tenant's  Proportionate  Share  of  the  positive  excess  (if  any) of. (a)
Landlord's  Operating  Costs  for  each  Computation  Year,  less  (b)  the Base
Operating  Costs.

     Section  5.2.  Operating  Cost  Escalation  Payments.
     -----------------------------------------------------

     (a)     For  each  Computation  Year,  Landlord  shall  furnish to Tenant a
statement  setting  forth Landlord's good faith estimate of Landlord's Operating
Costs  and the Operating Cost Escalation for such Computation Year. Tenant shall
pay to Landlord, on the first day of each month during such Computation Year, an
amount  equal  to  one twelfth (1/12 1h) of Landlord's estimate of the Operating
Cost Escalation for such Computation Year. If Landlord does not furnish any such
estimate  for  a Computation Year until after the commencement thereof, then (A)
until  the  first day of the month following the month in which such estimate is
furnished to Tenant, Tenant shall pay to Landlord on the first day of each month
an  amount  equal to the monthly sum payable by Tenant to Landlord on account of
the Operating Cost Escalation during the last month of the preceding Computation


<PAGE>
Year,  (B)  promptly  after  such  estimate  is  furnished to Tenant or together
therewith, Landlord shall give notice to Tenant stating whether the installments
on account of the Operating Cost Escalation previously made for such Computation
Year were greater or less than the installments on account of the Operating Cost
Escalation  to  be  made  for  such  Computation  Year  in  accordance with such
estimate,  and  (1)  if there shall be a deficiency, Tenant shall pay the amount
thereof  within  ten  (10) Business Days after demand therefore, or (2) if there
shall have been an overpayment, Landlord shall credit the amount thereof against
subsequent  installments  on  account  of  the  Operating  Cost  Escalation  due
hereunder,  and  (C)  on the first day of the month following the month in which
such  estimate  is  furnished  to  Tenant,  and  on  the first day of each month
thereafter  throughout  the remainder of such Computation Year, Tenant shall pay
to  Landlord  an  amount  equal  to  one-twelfth  (1/12th) of the Operating Cost
Escalation  shown  on  such  estimate.  Landlord  may,  if  it  so  elects, from
time-to-time  during the Computation Year, furnish to Tenant a revised statement
of  Landlord's  estimate  of  the Operating Cost Escalation for such Computation
Year,  and in such case, the Operating Cost Escalation for such Computation Year
shall  be  adjusted  and  any deficiencies paid or overpayments credited, as the
case  may  be,  substantially  in  the  same manner as provided in the preceding
sentence.

     (b)     After  the  end of each Computation Year, Landlord shall furnish to
Tenant  a  statement  of  Landlord's  Operating  Costs  and  the  Operating Cost
Escalation  for  said Computation Year (each, a "Landlord's Statement"). If such
Landlord's  Statement  shows  that  the  sums  paid  by Tenant on account of the
Operating  Cost  Escalation  exceeded  the  actual  amount of the Operating Cost
Escalation  for  such Computation Year, Landlord shall credit the amount of such
excess  against  subsequent  installments  of  the Operating Cost Escalation due
hereunder. If Landlord's Statement for such Computation Year shows that the sums
so  paid  by  Tenant  were  less  than  the  Operating  Cost Escalation for such
Computation Year, Tenant shall pay the amount of such deficiency within ten (10)
Business  Days  after  Tenant's  receipt  of  Landlord's  Statement.

     Landlord's  failure to render a Landlord's Statement on a timely basis with
respect  to any Computation Year shall not prejudice Landlord's right thereafter
to  render  a  Landlord's Statement with respect to such Computation Year or any
subsequent  Computation  Year, nor shall the rendering of a Landlord's Statement
in  any  instance  prejudice  Landlord's  right thereafter to render a corrected
Landlord's  Statement  for  any  such  Computation  Year.


     Section  5.3.  Exclusions  from  Landlord's  Operating  Costs.
     --------------------------------------------------------------

     Landlord's  Operating  Costs  shall  not  include  the  following  (unless
otherwise  expressly  provided  above):

          (a)     expenses  relating to leasing space in the Building (including
     tenant  improvements, leasing commissions, legal architectural, engineering
     and  space  planning  fees  and  disbursements,  and  rent  concessions);

          (b)     legal fees and disbursements incurred for collection of tenant
     accounts,  or  negotiations  of  leases,  or  relating  to disputes between
     Landlord  and  other  lessees  and  occupants  of  the  Building;


<PAGE>
          (c)     the cost of repairs or replacements incurred by reason of fire
     or other casualty to the extent of net insurance proceeds actually received
     by  Landlord  and the cost of repairs or replacements incurred by reason of
     condemnation  to  the  extent  of  the net proceeds which Landlord actually
     receives  as  compensation  therefore  through  condemnation  awards;

          (d)     expenditures  for  refinancing  and for mortgage debt service;

          (e)     Real  Estate  Taxes;

          (f)     depreciation  and  (except  as otherwise expressly provided in
     Section  5.  1)  amortization;

          (g)     financing  or  refinancing  costs,  including  any  brokerage
     commissions,  legal  fees  and  recording  charges  in  connection with any
     financing  of  or  attempt  to finance the Building or any portion thereof,

          (h)     costs  and expenses (including interest, penalties or damages)
     incurred by Landlord due to the violation by Landlord of any law, including
     the  Americans  with  Disabilities  Act;

          (i)  expenses  incurred  in  connection  with  the  testing,  survey,
     abatement,  removal,  or  disposal  of  Hazardous Materials (as hereinafter
     defined);  and

          (j)    any  other  cost  or  expense  to  the extent and for which the
     Landlord  is directly reimbursed by any third party, but only to the extent
     Landlord  is  actually  reimbursed.

     Section  5.4 Review and Audit of Operating Costs. Each Landlord's Statement
     -------------------------------------------------
sent  to  Tenant  shall be conclusively binding upon Tenant, unless Tenant shall
(i)  pay to Landlord the amount set forth in such Landlord's Statement when due,
without  prejudice  to  Tenant's right to dispute such Landlord's Statement, and
(ii)  within  not  more  than sixty (60) days after such Landlord's Statement is
sent,  send  a  notice  to  Landlord  objecting to such Landlord's Statement and
specifying  the  reasons  for  Tenant's  claim that such Landlord's Statement is
incorrect.  Provided  that Tenant shall have first paid all amounts set forth in
the Landlord's Statement and shall have notified Landlord within said sixty (60)
day period as aforesaid, then upon Tenant's request Tenant may, at its sole cost
and  expense,  inspect or audit the books and records pertaining to the Property
for and with respect to said Computation Year. Said inspection or audit shall be
at  Landlord's  offices,  at  a mutually satisfactory time. Tenant covenants and
agrees  that  Tenant will not employ a third party to perform said inspection or
audit  other  than an independent firm of certified public accountants which are
reasonably  acceptable  to  Landlord,  or  any  person  or  entity  who is to be
compensated,  in  whole  or  in  part,  on  a contingency fee basis. Tenant, all
accountants  retained by Tenant, and all those acting on behalf of Tenant, shall
execute  and  deliver  to  Landlord  confidentiality  agreements,  in  form  and
substance reasonably satisfactory to Landlord, whereby such parties agree not to
disclose  to  any third party any of the information obtained in connection with
such audit or inspection, the substance of any admissions or stipulations by any
party in connection therewith, or of any resulting reconciliation, compromise or
settlement.  Tenant  shall  pay  the  fees  and  expenses of its accountants and
auditors  in  connection  with  said  procedure,  unless  such accountants shall
determine  that  Landlord overstated the Landlord's Operating Costs by more than
5%  for  such  Computation  Year,  as finally determined, in which case Landlord
shall pay the reasonable and customary fees and expenses of Tenant's accountants
and  auditors  in  connection  with  said  audit.


<PAGE>
                                    SECTION 6
                                    ---------

                           Real Estate Tax Escalation.
                           ---------------------------

     Section  6.  1.  Real  Estate  Tax  Escalation.
     -----------------------------------------------

     (a)     Tenant  shall  pay to Landlord, as Additional Rent, the Real Estate
Tax Escalation (as defined below) for and with respect to each Computation Year.
The Real Estate Escalation for the first year and last year of the Term shall be
apportioned  for  any  partial  Computation  Year.

     (b)     "Real  Estate  Taxes"  shall  mean all taxes, assessments (special,
betterment  or  otherwise), levies, fees, water and sewer rents and charges, and
all  other  government  levies  and  charges,  general and special, ordinary and
extraordinary,  foreseen  and  unforeseen,  imposed  or  levied upon or assessed
against  the  Property,  or  any  rent  or  other sums payable by any tenants or
occupants  thereof  imposed  during,  or  allocable  with  respect to, the Term.
Nothing  herein  shall,  however, require Tenant to pay any income taxes, excess
profits taxes, excise taxes, franchise taxes, estate, succession, inheritance or
transfer  taxes,  provided,  however,  that  if  at any time during the Term the
present  system of ad valorem taxation of real property shall be changed so that
in  lieu  of the whole or any part of the ad valorem tax on real property, or in
lieu of increases therein, there shall be assessed on Landlord a capital levy or
other  tax  on  the  rents  received with respect to the Property, or a federal,
state,  county,  municipal, or other local income, franchise, excise, or similar
tax, assessment, levy or charge (distinct from any now in effect) measured by or
based,  in  whole  or  in  part,  upon  rents,  then  any and all of such taxes,
assessments,  levies  or  charges,  to  the "tent so measured or based, shall be
included  as  "Real  Estate Taxes" hereunder. The term "Real Estate Taxes" shall
also  mean  all real estate taxes and assessments (or any substitute therefore),
which  are  allocated,  assessed  or paid with respect to the Property under the
Park  Covenants.

     (c)  For each Computation Year, "Real Estate Tax Escalation" shall be equal
to  Tenant  s  Proportionate  Share of the positive excess (if any) of- (a) Real
Estate  Taxes  for  said  Computation Year; less (b) the Base Real Estate Taxes.

     Section  6.2  Real  Estate  Tax  Escalation  Payments.
     ------------------------------------------------------

     (a)  For each Computation Year, Landlord may furnish to Tenant, a statement
setting  forth  Landlord's reasonable estimate of Real Estate Taxes and the Real
Estate  Tax  Escalation for such Computation Year. Tenant shall pay to Landlord,
on  the first day of each month during such Computation Year, an amount equal to
one-twelfth  (1/12th)  of  Landlord's estimate of the Real Estate Tax Escalation
for  such Computation Year. If Landlord shall not furnish any such statement for
a  Computation  Year prior to the commencement thereof, then (~) until the first
day  of  the  month  following  the month in which such estimate is furnished to
Tenant,  Tenant  shall  pay to Landlord on the first day of each month an amount
equal  to  the  monthly sum payable by Tenant to Landlord on account of the Real
Estate  Tax Escalation for the last month of the preceding Computation Year; (y)
after  such statement is furnished to Tenant, if the payments previously made by
Tenant  on  account  of  the Real Estate Tax Escalation previously made for such
Computation  Year  were greater or less than the installments of the Real Estate
Tax  Escalation  to be made in accordance with such statement, then (1) if there
is a deficiency, Tenant shall pay the amount thereof to Landlord within ten (10)
Business Days after such statement is furnished to Tenant, or (2) if there is an
overpayment,  Landlord  shall  credit  such  overpayment  against  subsequent
installments  of  payments on account of the Real Estate Tax Escalation for said
Computation  Year;  and (z) on the first day of the month following the month in
which  such  statement  is furnished to Tenant and monthly thereafter throughout
such Computation Year, Tenant shall pay to Landlord an amount equal to 1/12th of
the  Real  Estate Tax Escalation shown on such statement. Landlord may, if it so
elects,  during  the  Computation Year, furnish to Tenant a revised statement of
Landlord's estimate of the Real Estate Tax Escalation for such Computation Year,
and in such case, the Real Estate Tax Escalation for such Computation Year shall


<PAGE>
be  adjusted and any deficiencies paid or overpayments credited, as the case may
be,  substantially  in  the  same  manner as provided in the preceding sentence.

      (b)   After the  end  of  each  Computation  Year (each, a "Landlord's Tax
Statement'),  Landlord  shall furnish to Tenant a statement of Real Estate Taxes
and  the  Real  Estate Tax Escalation for such Computation Year, and (A) if such
Landlord's  Tax  Statement  shall show that the sums so paid by Tenant were less
than the Real Estate Tax Escalation for said Computation Year, then Tenant shall
pay  to Landlord the amount of such deficiency in the Real Estate Tax Escalation
within  ten  (10) Business Days after such Landlord's Tax Statement is furnished
to  Tenant,  or (B) if such Landlord's Tax Statement shall show that the sums so
paid  by  Tenant  exceeded  the  Real Estate Tax Escalation for such Computation
Year,  then  Landlord  shall  credit  such  overpayment  against  subsequent
installments  on  account  of  the  Real Estate Tax Escalation payable by Tenant
hereunder.  If  there  shall  be  any  increase in the Real Estate Taxes for any
Computation  Year or if there shall be any decrease in the Real Estate Taxes for
any  Computation  Year,  whether during or after such Computation Year, the Real
Estate Tax Escalation for such Computation Year shall be appropriately adjusted,
and  any  deficiencies  paid  or  overpayments  credited,  as  the  case may be,
substantially  in  the same manner as provided in the preceding sentence. Tenant
shall  be  obligated to pay the Real Estate Tax Escalation regardless of whether
Tenant  may  be  exempt  from the payment of taxes as a result of any reduction,
abatement,  or  exemption  from  taxes  granted or agreed to by any Governmental
Authority.

     (c)  Tenant  shall  not (and  hereby  waives any  and all rights it may now
or  hereafter  have  to)  institute  or  maintain  any  action,  proceeding  or
application  in  any  court  or  other  body  having  the power to fix or review
assessed  valuations,  for  the  purpose  of reducing Real Estate Taxes, and the
filing  of  any  such proceeding by Tenant without Landlord's consent shall be a
default  hereunder.

     (d)  Tenant shall pay, prior to the due date thereof, all occupancy or rent
taxes now in effect or hereafter enacted and applicable to Tenant's occupancy of
the  Premises,  regardless  of  whether  imposed  by  its terms upon Landlord or
Tenant,  and  if  any  such  tax  s  payable  by Landlord, Tenant shall promptly
reimburse the amount thereof to Landlord upon demand, as Additional Rent. Tenant
shall  pay  all  taxes  assessed or imposed upon personal property, fixtures and
equipment  within  the Premises prior to the due date thereof, together with all
license  fees and other charges which may be imposed upon the business of Tenant
conducted  upon  the  Premises.

                                    SECTION 7
                                    ---------

                                    Insurance
                                    ---------

     Section  7.1.  Tenant's  Insurance. Tenant shall, at Tenant's sole cost and
     -----------------------------------
expense,  maintain  throughout  the  Term  the  following  insurance  coverages:

     (a)     Commercial  general liability insurance for any injury to person or
property  occurring  on the Property, naming as additional insureds Landlord and
such  persons,  including Landlord's managing agent, as Landlord shall designate
from  time  to time, in amounts which shall, at the beginning of the term, be at
least  equal to the limits set forth in Section 1, and, from time to time during
the  Term  of  this  Lease,  shall  be  for such higher limits as are reasonably
required  by  Landlord;  and

     (b)     insurance  against loss or damage by fire, and such other risks and
hazards  as  are  insurable  under  then  available standard forms of "all risk"
property  insurance  policies  with  extended  coverage,  insuring all fixtures,
furniture and other personal property of Tenant, and all alterations, additions,
and  improvements to the Premises for the replacement cost value thereof, having
a  deductible  amount,  if  any,  of  not  greater  than  $50,000.00;

     (c)     during  the performance of any construction work in the Premises by
Tenant or its contractors, until completion thereof, builder's risk insurance on
an  "all  risk"  basis  and on a completed value form including a "permission to
complete  and  occupy  endorsement",  for  full  replacement  cost, covering the


<PAGE>
interest  of  Landlord  and  Tenant  (and  their  respective  contractors  and
subcontractors), any Mortgagee, in all work incorporated in the Building and all
materials  and  equipment  in  or  about  the  Premises;

     (d)     workers'  compensation  insurance, in amounts and with coverages as
required  by  law;

     (e)     business  interruption  insurance  in an amount of not less than 12
months  of  the  Rent  payable  under  this  Lease;  and

     (f)     such  other  insurance in such amounts as Landlord or any Mortgagee
may  reasonably  require  from  time  to  time.

     Section  7.2. Requirements Applicable to Insurance Policies.All policies of
     ------------------------------------------------------------
insurance  required  to  be maintained by Tenant under the provisions of Section
7.1  shall  be obtained from reputable and independent companies qualified to do
business  in  the  Commonwealth  of  Massachusetts and in good standing therein,
having  a  rating in Best's Insurance Guide, or a successor thereto, as having a
Best's  Rating of not less than "A-" and a "Financial Size Category" of at least
"LX"  or  the  equivalent  thereof,  which companies and the amount of insurance
allocated  thereto  shall be (1) subject to Landlord's approval (which shall not
be  unreasonably  withheld)  and  (11)  consistent with the terms of this Lease.
Tenant  agrees  to  furnish Landlord certificates of all such insurance prior to
the  beginning of the Term of this Lease and of each renewal policy at least ten
(10)  days  prior  to  the  expiration of the policy it renews. Each such policy
shall  be  noncancellable  with  respect  to  the  interest of Landlord and such
mortgagees  without  at  least  thirty  (30)  days prior written notice thereto.

     Section  7.3.  Waiver  of  Subrogation.  All insurance which is car-lied or
     ---------------------------------------
required  to  be  carried  by  either  party with respect to the Property, or to
furniture,  furnishings,  fixtures  or  equipment  therein  or  alterations  or
improvements  thereto,  shall  include  provisions  which  deny  to  the insurer
acquisition  by  subrogation  of  rights of recovery against the other party. On
reasonable  request,  each  party  shall  be  entitled  to  have  duplicates  or
certificates  of  policies  containing such provisions. Each party hereby agrees
not  to  make  any claim against, or seek to recover with respect to, and waives
all  rights  of  recovery  against  the  other for, loss or injury to the extent
covered  by insurance, reserving, however, any rights with respect to any excess
of  loss  or  injury over the amount recovered by such insurance. Landlord shall
not  be  obligated to obtain or carry insurance on, and shall not be responsible
for,  any damage to any alterations or improvements to or in the Premises, or to
any  property  of  Tenant, or any loss suffered by Tenant due to interruption of
Tenant's  business.


                                    SECTION 8
                                    ---------

                              Landlord's Covenants
                              --------------------

     Section  8. 1. Quiet Enjoyment. Tenant, subject to the terms and provisions
     -------------------------------
of  this  Lease,  on  paying  the rent and performing its obligations hereunder,
shall  peacefully  and  quietly have, hold and enjoy the Premises throughout the
term  without  any  manner  of  hindrance or molestation from Landlord or anyone
lawfully  claiming  under  Landlord,  subject,  however,  to  all  the terms and
provisions  hereof.  This  covenant  and any and all other covenants of Landlord
contained in this Lease shall be binding upon Landlord and Landlord's successors
only  with  respect  to  breaches  occurring  during  Landlord's  and Landlord's
successors  respective  ownership  of  Landlord's  interest  in  the  Property.

     Section  8.2.  Maintenance and Repair. Subject to the provisions of Section
     --------------------------------------
10,  Landlord  shall  maintain  in good condition the roof, structural supports,
foundation  and  exterior  of  the  Building,  and  the  plumbing,  electrical,
mechanical, heating, ventilating and air conditioning systems of the Building up
to  the  point  of localized distribution to the Premises, excluding any systems


<PAGE>
exclusively serving the Premises and also excluding all special systems (such as
HVAC  systems  in computer rooms) installed by Tenant or by Landlord at Tenant's
request.

     Section  8.3.  Electricity. Electricity to the Premises shall be separately
     ---------------------------
metered  and  Tenant  shall  pay  all  charges  for  electricity consumed in the
Premises  directly to the electricity provider. Tenant shall at all times comply
with  the  rules and regulations of the utility company supplying electricity to
the  Building.  Tenant  shall  not use any elect equipment, which, in Landlord's
reasonable  judgment,  would exceed the average electrical load for the Building
electrical system or would interfere with electrical service to other tenants of
the  Building.  Tenant  shall  not  make  or  perforin,  or permit the making or
performance  of,  any  alterations,  modifications,  or  repairs  to  wiring
installations  or  other  electrical  facilities in or ser-ving the Premises, or
make  any  additions  to  the  electrical equipment in the Premises, without the
prior  consent of Landlord, in each instance, and in compliance with this Lease.
If  in  Landlord's good faith Judgment, Tenant's use of electricity in excess of
normal  office  usage  shall  result  in  an additional burden on the Building's
utility  systems  or  additional  cost  on  account thereof, as the case may be,
Tenant  shall,  within  ten  (10)  days after demand, reimburse Landlord for all
additional  costs  related thereto. Landlord, at Tenant's expense, shall replace
and  install  all  ballasts,  lamps  and  bulbs  (including,  incandescent  and
fluorescent)  used  in  the  Premises. All such replacements shall be of a type,
color and size as shall be determined in good faith by Landlord to be consistent
with the Building's standards. Landlord shall not be liable in any way to Tenant
for  any  failure, defect or interruption of, or change in the supply, character
and/or  quantity  of, electric service furnished to the Premises for any reason,
except  only  to the extent caused by the gross negligence or willful misconduct
of  Landlord;  nor  shall  there  be any allowance to Tenant for a diminution of
rental  value,  nor shall the same constitute an actual or constructive eviction
of  Tenant,  in  whole or in part, or relieve Tenant from it's obligation to pay
Rent  or  from  any  of its obligations under this Lease; and no liability shall
arise on the part of Landlord by reason of inconvenience, annoyance or injury to
business, whether electricity is provided by public or private utility or by any
electricity generation system owned and operated by Landlord. Landlord shall use
reasonable  efforts  to minimize interference with Tenant's use and occupancy of
the  Premises  as  a  result  of any such failure, defect or interruption of, or
change  in  the supply, character and/or quantity of, electric service, provided
that  Landlord  shall  have  no  obligation  to  employ  contractors or labor at
overtime  or  other  premium  pay  rates or to incur any other overtime costs or
additional  expenses  whatsoever.

     Section 8.4. Utilities. Tenant shall pay directly to the proper authorities
     -----------------------
charged  with  the collection thereof, all charges for telephone services, cable
services,  internet  access,  and  all  other  utilities used or consumed in the
Premises,  whether  called a charge, tax, assessment, fee or otherwise, all such
charges  to  be paid as the same from time to time become due. Tenant shall make
its  own  arrangements directly with all providers for obtaining service for all
such  utilities. Landlord shall not be liable for any interruption or failure in
the  supply of, or diminution in quality of, any such utilities to the Premises.
Without  limiting  the  foregoing,  if  Tenant  is  not  charged directly by the
respective utility for any of such utilities or services, Tenant shall from time
to  time, within ten (10) days of Tenant's receipt Landlord's invoice therefore,
pay  to  Landlord,  as  Additional  Rent,  all  such  charges.

     Section  8.5. HVAC. Throughout the Term, on Business Days from 8:00 A.M. to
     -------------------
6:00  P.M.,  Landlord shall furnish to the Premises heating and cooling service.
If Tenant shall require additional heating or cooling service at any times other
than  the  hours  and  days  above specified, Tenant shall provide not less than
twenty-four (24) hours prior notice to Landlord. In such event, Tenant shall pay
to  Landlord  the then-applicable overtime HVAC charges as may from time to time
be  established  by  Landlord  in  its  reasonable  discretion. Tenant shall not
install  any  supplementary  or  auxiliary  HVAC equipment to serve the Premises
without  Landlord's  prior  consent  in  each  instance.  Landlord  shall not be
responsible if the normal operation of the building system providing heating and
cooling  to  the  Premises  (the  "HVAC System") shall fail to provide cooled or
heated air by reason of (i) any machinery or equipment installed by or on behalf
of  Tenant, or (11) any alterations, additions or improvements made or performed


<PAGE>
by  or  on  behalf  of  Tenant.  Tenant  at all times shall cooperate fully with
Landlord  and  shall  abide  by  the  rules  and  regulations which Landlord may
reasonably  prescribe  for  the  proper  functioning  and protection of the HVAC
System.  Without  limitation,  in  the event Tenant introduces into the Premises
personnel or equipment which overloads the capacity of the HVAC system or in any
other  way interferes with the system's ability to perform adequately its proper
functions,  or  which  affects  the temperature otherwise maintained by the HVAC
system,  supplementary  systems  may, if and as needed, at Landlord's option, be
provided  by  Landlord,  at  Tenant's  sole  cost  and  expense and Tenant shall
reimburse  Landlord  therefore  upon  demand.

     Section 8.6. Cleaning. Landlord shall provide nightly cleaning services for
     ----------------------
the  Premises  (Mondays through Fridays only), including removal and disposal of
usual  and  customary  office  trash and refuse, in accordance with the cleaning
standards  set  forth  in  Exhibit  E.

Section  8.7.  Interruptions.  Landlord shall not be liable to Tenant, nor shall
-----------------------------
Tenant  have  a  claim  for  any compensation or reduction of rent, arising from
interruptions or shortages of utilities or building services, or from Landlord's
entering  the  Premises  for any of the purposes authorized by this Lease or for
repairing  the  Premises, or any portion of the Building and/or the Property. In
case  Landlord  is  prevented or delayed from making any repairs, alterations or
improvements, or furnishing any service or performing any other obligation to be
performed  on  Landlord's  part,  by  reason of any cause, Landlord shall not be
liable  to  Tenant  therefore,  nor shall Tenant be entitled to any abatement or
reduction  of  rent by reason thereof, nor shall the same give rise to any claim
by  Tenant  that  such  failure  constitutes  actual  or  constructive, total or
partial,  eviction  from  the  Premises. Landlord reserves the right to stop any
service  or  utility system when necessary by reason of accident or emergency or
until  necessary  repairs  have  been  completed.  Except  in  case of emergency
repairs, Landlord will give Tenant reasonable advance notice of any contemplated
stoppage  and will use reasonable efforts to avoid unreasonable inconvenience tQ
Tenant  by  reason  thereof.  Landlord also reserves the right to institute such
policies,  programs  and measures as may be necessary, required or expedient for
the  conservation  or  preservation  of  energy  or energy services or as may be
necessary  or  required  to  comply with applicable codes, rules, regulations or
standards.  In  so  doing,  Landlord  shall  make  reasonable  efforts  to avoid
unreasonable  inconvenience  to  Tenant  by  reason  thereof.


                                    SECTION 9
                                    ---------

                               Tenant's Covenants
                               ------------------

     Section 9. 1. Use.Tenant shall use the Premises only for the Permitted Uses
     ------------------
and  shall obtain and maintain at all times all licenses, permits, approvals and
consents  required  by  governmental  authorities for said Permitted Use, all at
Tenant's  sole  expense.

     Section 9.2. Repair and Maintenance. Except as otherwise expressly provided
     ------------------------------------
in  Sections  8  and  10, Tenant shall keep the Premises, including all systems,
alterations,  additions,  improvements, fixtures and furniture installed therein
from  time-to-time,  in good order, condition and repair and in at least as good
order,  condition  and  repair as they are in on the Commencement Date or may be
put in during the Term, reasonable use and wear only excepted. Tenant shall make
all  repairs,  alterations,  additions,  and replacements, and do all other work
necessary  for  the  foregoing  purposes,  whether  the  same may be ordinary or
extraordinary,  foreseen  or unforeseen. Landlord may, if it so elects, make any
of  said  repairs,  alterations,  additions  or replacements referred to in this
section  which  affect  the  Building  structure or the Building systems, and as
Additional  Rent,  Tenant  shall  reimburse  Landlord  for  the cost and expense
thereof  on  demand.  Tenant shall keep in a safe, secure and sanitary condition
all  trash  and  rubbish  temporarily  stored  at  the  Premises.

     Section  9.3.  Compliance  with Law and Insurance Recruitments.Tenant shall
     ---------------------------------------------------------------
comply,  and  shall  cause  the  Premises  to  comply, with all applicable laws,
regulations,  codes,  by  laws  and  ordinances.  Tenant shall make all repairs,


<PAGE>
alterations,  additions  or  replacements to the Premises required by any law or
ordinance  or  any  order  or  regulation  of  any  public  authority.  Without
limitation,  Tenant  shall keep the Premises equipped with all safety appliances
so required. Tenant shall not dump, flush, or in any way dispose of or introduce
any  Hazardous  Materials (as hereinafter defined) or any other toxic substances
into  the septic, sewage or other waste disposal system serving the Premises, or
generate,  store  or  dispose  of  Hazardous  Materials in or on the Property or
Premises, or dispose of Hazardous Materials from the Property or Premises to any
other location. Tenant shall notify Landlord of any incident which would require
the filing of a notice with any governmental authorities under any Environmental
Laws  and  shall  comply  with  the  orders  and regulations of all governmental
authorities  with  respect  to  zoning,  building, fire, health and other codes,
regulations,  ordinances  or  laws  applicable  to  the  Premises.

     Landlord  shall  have  the right to make such inspections as Landlord shall
reasonably elect from time to time to determine if Tenant is complying with this
Section  and if any of such inspections reveals a breach of any of the foregoing
obligations  (including,  the  presence  of  Hazardous Materials in the Building
and/or the Premises as a result of Tenant's operations or actions or the actions
of Tenant's agents, contractors or employees), Tenant shall, as Additional Rent,
reimburse Landlord for all costs and expenses incurred by Landlord of performing
(or  contracting  for)  such  inspections.

     Tenant  shall comply promptly with the recommendations or directives of any
insurer, foreseen or unforeseen, ordinary as well as extraordinary, which may be
applicable  to  the  Premises.  In  no  event shall any activity be conducted by
Tenant in the Premises which may give rise to an increase in insurance premiums,
or  to  any  cancellation  of  any  insurance  policy,  or  make  any  insurance
unobtainable.

     Section  9.4.  Tenant's  Work.  Tenant  shall  not  make any installations,
     -----------------------
alterations,  additions  or  improvements  in  or to the Premises, including any
apertures in the walls, partitions, ceilings or floors, without on each occasion
obtaining  the  prior  written  consent  of Landlord, which consent shall not be
unreasonably  withheld  or  delayed;  provided,  however,  that Landlord's prior
consent  shall not be required with respect to nonstructural, non-mechanical and
non-electrical  changes or alterations having an aggregate cost of completion of
less  than  $25,000.00. Any such work shall be performed only in accordance with
plans and specifications therefore approved by Landlord. Tenant shall procure at
Tenant's  sole  expense  all  necessary  pen-nits, licenses and approvals before
undertaking  any  such work in the Premises and shall perform all such work in a
good  and  workmanlike  manner  employing materials of good quality and so as to
conform  with  all  applicable  zoning,  building, fire, health and other codes,
regulations, ordinances and laws and with all applicable insurance requirements.
If  requested  by  Landlord,  Tenant  shall  furnish  to  Landlord  prior to the
commencement of any such work a lien bond in an amount satisfactory to, and from
a  surety  acceptable  to, Landlord, as well as payment and performance bonds or
other  security  reasonably  acceptable  to  Landlord, assuring that any work by
Tenant  will  be  completed  in  accordance  with  the  approved  plans  and
specifications.  Tenant  shall  employ  for  such  work  only  contractors  and
subcontractors  approved  by  Landlord,  which approval will not be unreasonably
withheld  or  delayed.  All contractors performing work in the Premises shall be
subject  to the prior approval of Landlord, such approval not to be unreasonably
withheld.  All  contractors employed by Tenant shall carry worker's compensation
insurance  in  accordance  with statutory requirements and comprehensive general
liability insurance covering such contractors, and naming Landlord and Tenant as
additional  insureds,  in  amounts  at  least  equal  to the limits set forth in
Section  I.  I.  Said  contractors  shall  submit  certificates  evidencing such
coverage  to  Landlord  prior  to  the  commencement  of such work. Tenant shall
defend,  hold  Landlord  harmless  and indemnify Landlord from all injury, loss,
claims  or damage to any person or property occasioned by or arising out of such
work.  Landlord  may  inspect  the  work  of Tenant at reasonable times and give
notice  of  observed  defects.

     Tenant  shall keep the Premises and the Property at all times free of liens
for  labor  and  materials  caused  by,  arising  out of, or resulting from work
performed  by  or  on  behalf  of  Tenant,  or in connection with the use and/or


<PAGE>
occupancy  of  the  Premises  by  Tenant. Tenant agrees promptly to discharge of
record  (either by payment or by filing of the necessary bond, or otherwise) any
mechanics',  materialmen, or other lien or like filing, including, any notice of
contract  against  the  Premises,  the  Building,  the  Property and/or any part
thereof  (including  Landlord's  interest therein), which liens may arise out of
any payment due for, or purported to be due for, any labor, services, materials,
supplies,  or  equipment alleged to have been furnished to or for the Tenant in,
upon  or  about  the  Premises.

     Section  9.5.  Indemnity  .To  the  maximum extent permitted by law, Tenant
     ---------------------------
shall  defend,  indemnify  and  hold  harmless  Landlord,  any  member, partner,
trustee,  stockholder,  officer,  director, employee or beneficiary of Landlord,
Mortgagees  and any other party having an interest in the Premises ("Indemnified
Parties")  from  and  against,  any and all liabilities, losses, damages, costs,
expenses  (including reasonable attorneys' fees and expenses), causes of action,
suits,  claims,  demands, judgments of any nature or description, arising out of
or resulting from (a) any injury to or death of any person, or damage to or loss
of  property,  occurring in the Premises, excepting only to the extent caused by
the  gross  negligence  or  willful  misconduct  of  Landlord, (b) any breach or
violation  of  this Lease by Tenant, or (c) any wrongful act or other misconduct
of  Tenant  or  its  agents, contractors, licensees, sublessees or invitees. The
indemnity  contained  in  this  Section  9.5,  as  well as all other indemnities
provided  by  Tenant  under  this Lease, shall survive any expiration or earlier
termination  of  this  Lease.

     Section  9.6.  Landlord's Right to Enter. Landlord and its agents may elect
     -----------------------------------------
to  enter  into  the  Premises,  from time to time, at reasonable times and upon
reasonable  notice  (except  that in emergencies no notice shall be required) to
examine  the  Premises, make such repairs and replacements as Landlord may elect
(without  however, any obligation to do so) and show the Premises to prospective
purchasers  and  lenders,  and,  during  the  last year of the Term, to show the
Premises  to  prospective tenants and to keep affixed in suitable places notices
of  availability  of  the  Premises.

     Section 9.7. Personal Property at Tenant's Risk. All furnishings, fixtures,
     ------------------------------------------------
equipment,  effects  and  property  of  every  kind of Tenant and of all persons
claiming  by,  through or under Tenant which may be on the Property, shall be at
the sole risk and hazard of Tenant and if the whole or any part thereof shall be
destroyed  or damaged by fire, water or otherwise, or by the leakage or bursting
of  water  pipes, steam pipes, or other pipes, by theft or from any other cause,
no  part  of said loss or damage shall be charged to or to be borne by Landlord,
except  to  the  extent  caused  by  Landlord's  gross  negligence  or  willful
misconduct.

     Section 9.8. Yield Up. At the expiration of the Term or earlier termination
     ----------------------
of  this  Lease,  Tenant shall surrender all keys to the Premises, remove all of
its  trade  fixtures  and  personal  property  in  the  Premises,  remove  such
installations  and  improvements  made by Tenant as Landlord may request, repair
all  damage  caused  by  such  removal  and yield up the Premises (including all
installations  and  improvements made by Tenant which Landlord shall not request
Tenant  to  remove)  broom-clean  and in the same good order and repair in which
Tenant  is obliged to keep and maintain the Premises under this Lease. Any trade
fixtures  and personal property not so removed shall be deemed abandoned and may
be  removed  and  disposed  of  by  Landlord  in  such  manner as Landlord shall
determine  with  no liability to Tenant therefore. Tenant shall pay to Landlord,
as Additional Rent, the entire cost and expense incurred by it in effecting such
removal  and  disposition, and in making any incidental repairs and replacements
to  the  Premises  required  thereby.

     Section  9.9.  Estoppel  Certificate.  Within  not more than seven (7) days
     -------------------------------------
after  Landlord's  request  therefore,  Tenant  shall  execute,  acknowledge and
deliver  to  Landlord  a  statement  in  writing  certifying  to  Landlord,  any
prospective  purchaser  or  mortgagee,  or  to  any  other  party  designated by
Landlord,  that  (to the extent true) this Lease is unmodified and in full force
and  effect  and  that  Tenant  has  no  knowledge  of  any defenses, offsets or
counterclaims  against  its  obligations  to  pay  the  Annual  Fixed  Rent  and
Additional  Rent  and any other charges and to perform its other covenants under
this  Lease  (or,  if there have been any modifications that the same is in full
force and effect as modified and stating the modifications and, if there are any
defenses,  offsets  or  counterclaims, setting them forth in reasonable detail),


<PAGE>
the  dates  to which the Annual Fixed Rent and Additional Rent and other charges
have been paid, that Landlord is not in default hereunder (or if in default, the
nature  of  such default, in reasonable detail), and as to such other matters as
may  be  reasonably  requested  by  Landlord.

     Section 9.10. Landlord's Expenses In Connection With Consents. Tenant shall
     --------------------------------------------------------------
reimburse  Landlord  promptly  on demand for all reasonable legal fees and other
costs  and  expenses  incurred  by  Landlord  in connection with all requests by
Tenant  for  consents  or  approvals  hereunder.

     Section 9.11. Rules and Regulations. Tenant shall comply with the Rules and
     ------------------------------------
Regulations  attached hereto as Exhibit F, as the same may be amended, modified,
supplemented,  or  replaced  from  time-to-time,  as  well  as  such  additional
reasonable  rules  and  regulations  as  may  be  adopted  front time to time by
Landlord  with respect to the Building and/or the Property. Nothing contained in
this  Lease  shall  impose upon Landlord any obligation to enforce the rules and
regulations  or  terms,  covenants  or conditions in any other lease against any
other  Building tenant, and Landlord shall not be liable to Tenant for violation
of  the  rules  and  regulations  by  any  other  tenant, its employees, agents,
visitors  or  licensees.

     Section  9.12.  Holding  Over.  Tenant shall quit, surrender and vacate the
     ------------------------------
Premises  immediately  upon  the expiration or sooner termination of the Term of
this  Lease. Landlord and Tenant recognize that the damage to Landlord resulting
from  any  failure  to  timely  surrender  possession  of  the  Premises  may be
substantial,  may  exceed  the rent payable hereunder, and will be impossible to
accurately measure. Accordingly, if Tenant retains possession of the Premises or
any  part  thereof  after  expiration or earlier termination of the Term of this
Lease,  for  each  month  or  partial  month  thereafter  that Tenant remains in
possession  of  any part of the Premises, Tenant shall pay Landlord Annual Fixed
Rent  and  Additional  Rent at 200% of the monthly rate payable during the month
immediately  prior  to  such  expiration  or  earlier  termination.  In addition
thereto,  Tenant shall pay and reimburse Landlord for all damages, consequential
as  well  as  direct,  incurred  by  Landlord  arising  out of or resulting from
Tenant's  failure  to  vacate  the  Premises  upon  the  expiration  or  earlier
termination  of  the  Term  of  this  Lease.  No holding-over by Tenant, nor the
payment  to Landlord of the amounts specified above, shall operate to extend the
Term.  Nothing  herein  contained  shall  be  deemed  to permit Tenant to retain
possession  of  the  Premises after the Expiration Date or sooner termination of
this  Lease,  and  no  acceptance  by Landlord of payments from Tenant after the
Expiration  Date  or  sooner termination of the Term shall be deemed to be other
than  on  account  of  the  amount  to  be paid by Tenant in accordance with the
provisions  of  this  Article.  The  provisions  of  this Section do not exclude
Landlord's  rights of re-entry or any other night hereunder, including the right
to  remove  Tenant  through  summary  proceedings  for  holding  over beyond the
expiration  or  earlier  termination  of  the  Term  of  this  Lease.

     Section  9.13.  Assignment  and  Subletting
     -------------------------------------------

     (a)     Except  as  expressly  set  forth  herein, Tenant shall not assign,
mortgage, pledge, encumber, license or otherwise transfer this Lease, whether by
operation of law or otherwise, and shall not sublet (or underlet), or permit, or
suffer  the  Premises  or  any  part  thereof  to be used or occupied by others,
without  Landlord's  prior  consent  in each instance. Any assignment, sublease,
mortgage,  pledge,  encumbrance,  license  or  transfer  in contravention of the
provisions  of  this  Section  9.13  shall  be  void.

     (b)     If, without Landlord's consent, this Lease is assigned, or any part
of the Premises is sublet or occupied by anyone other than Tenant, or this Lease
or  the  Premises is encumbered (by operation of law or otherwise), Landlord may
collect  rent  from the assignee, subtenant or occupant and apply the net amount
collected  to  the  rent  herein  reserved.  No such collection of rent shall be
deemed  to  be  (i)  a  waiver  of  the provisions of this Section 9.13, (ii) an
acceptance  of the assignee, subtenant or occupant as tenant, or (iii) a release
of  Tenant from the performance of any of the terms, covenants and conditions to
be  performed  by  Tenant  under  this  Lease,  including  the  payment of rent.


<PAGE>
     (c)     Landlord's  consent  to  any  assignment  or  subletting  shall not
relieve  Tenant  from the obligation to obtain Landlord's express consent to any
further  assignment  or  subletting.  In  no event shall any permitted subtenant
assign  or  encumber  its  sublease  or further sublet any portion of its sublet
space,  or otherwise suffer or permit any portion of the sublet space to be used
or occupied by others. The listing of any name other than that of Tenant, on the
doors  of  the Premises or elsewhere, shall not vest in any such named party any
right  or interest in this Lease or in the Premises, nor be deemed to constitute
Landlord's  consent  to  any  assignment  or  transfer  of this Lease, or to any
sublease  of  the  Premises,  or  to  the  use  or  occupancy thereof by others.

     (d)     If Tenant desires to assign this Lease or sublet all or any portion
of  the  Premises,  Tenant shall give notice thereof to Landlord, which shall be
accompanied  by (i) with respect to an assignment of this Lease, the date Tenant
desires  the  assignment to be effective, and (ii) with respect to a sublease of
all  or  a  part  of the Premises, (A) all of the material economic and business
terms  on  which Tenant would sublet such premises, and (B) a description of the
portion of the Premises to be sublet. With respect to any proposed assignment of
this  Lease  or  a  proposed sublease for the then-remaining Term of this Lease,
such  notice  shall  be deemed an offer from Tenant to Landlord whereby Landlord
(or Landlord's designee) shall be granted the right, at Landlord's option (1) to
terminate  this Lease with respect to such space as Tenant proposes to sublease,
upon  the  terms  and  conditions  hereinafter set forth, or (2) if the proposed
transaction is an assignment of this Lease or a subletting of 50% or more of the
rentable square footage of the Premises, to terminate this Lease with respect to
the  entire  Premises.  Such  right  may be exercised by notice from Landlord to
Tenant  within  thirty  (3 )0) days after Landlord's receipt of Tenant's notice.

     (e)     If  Landlord exercises its right to terminate all or the applicable
portion of this Lease pursuant to subsection (d) above: (i) this Lease shall end
and expire with respect to all or a portion of the Premises, as the case may be,
on the date set forth in Landlord's notice to Tenant, (ii) Annual Fixed Rent and
payments  on  account  of  the Operating Cost Escalation and the Real Estate Tax
Escalation,  shall be apportioned, paid or refunded as of such date, (iii) prior
to  such date, Tenant, upon Landlord's request, shall enter into an amendment of
this  Lease  ratifying  and  confirming  such  total or partial termination, and
setting  forth any appropriate modifications to the terms and provisions hereof,
(iv)  Landlord  shall  be  free to lease the Premises (or any part thereof as to
which this Lease has been terminated) to any person or persons, -and (v) if this
Lease  shall terminate with respect to a portion of the Premises, promptly after
the  exercise by Landlord of such option to terminate, Tenant shall, at Tenant's
sole  cost  and  expense, perform all work necessary to separate such portion of
the  Premises from the balance, and make available all utility services so as to
make  such  portion  of  the  Premises  and the remainder of the Premises each a
self-contained  rental  unit  satisfactory  in  all  respects to Landlord and in
compliance  with  all laws, regulations, codes, ordinances and by-laws. All such
work  shall be performed in accordance with the provisions of this Lease and all
applicable  laws,  regulations,  codes,  ordinances  and  by-laws.

     (f)     If  Landlord  does  not exercise its option to terminate this Lease
pursuant  to the foregoing subsection (d), and provided that no Event of Default
has  occurred under this Lease, then Landlord's consent to a proposed assignment
or  subletting  shall  not  be  unreasonably  withheld, conditioned, or delayed,
provided  the conditions of this subsection (f) shall be satisfied. Such consent
shall  be  granted  or withheld, as the case may be, within not more than thirty
(30) days after Landlord's receipt of the following: (i) the form of sublease or
assignment  (as  applicable),  (ii)  a  true  and  complete statement reasonably
detailing  the ownership and identity of the proposed subtenant or assignee, its
business  experience  and  the  nature  of its business, (iii) current financial
information  with  respect  to  the  proposed  subtenant  or  assignee,  (iv)  a
description  of  the  proposed  improvements  to  be  made  to  the  Premises in
connection  with  the  sublease  or  assignment,  if  any,  and  (v)  such other
information  Landlord  may  reasonably  request.

     In  no  event  shall  Landlord  be  deemed  to  have  withheld  its consent
unreasonably  to  any  proposed  subletting  if-


<PAGE>
          (i)     a  proposed  assignee  or  sublessee shall not be creditworthy
     which,  shall  mean  having a net worth of not less than the greater of (a)
     the  net  worth of Tenant as of the date of this Lease or (b) the net worth
     of  Tenant  as  of the date immediately preceding the effective date of the
     proposed  subletting;

          (11)     the proposed sublessee (or any of its Affiliates) shall be an
     existing  tenant  or  occupant  of  the Building, or a person or entity (or
     Affiliate thereof) with whom Landlord is then, or has been within the prior
     6 months, negotiating in connection with the leasing of comparable space in
     the  Building;

          (iii)     any  Mortgagee  whose consent to such assignment or sublease
     is  required,  falls  to  consent  thereto;  or

          (iv)     a  lawsuit (or lawsuits), the subject of which (or of each of
     which)  is other than a tort that is insured under Landlord's then existing
     comprehensive  general liability insurance policy, is (or are) then pending
     or  threatened  between  Landlord  or  any  Affiliate  of  Landlord and the
     proposed  subtenant  (or  Affiliates  thereof).

     (g)     With  respect  to  each  and  every  assignment  and/or  subletting
authorized  or  permitted  by Landlord under the provisions of this Lease, it is
further  agreed  that:

          (i)     the  form  of  the  proposed  assignment  or sublease shall be
     reasonably  satisfactory  to  Landlord;

          (ii)     no  sublease  shall  be  for  a  term  ending  later than the
     Expiration  Date  of  this  Lease;

          (iii)     no  sublease  or  assignment  shall  be  delivered  to  any
     subtenant  or  assignee, and no subtenant or assignee shall take possession
     of any part of the Premises, until an executed counterpart of such sublease
     or  assignment  has  been  delivered  to  Landlord;

          (iv)     if  an  Event of Default shall occur at any time prior to the
     effective  date  of  such assignment or subletting, then Landlord's consent
     thereto, if previously granted, shall be immediately deemed revoked without
     further  notice  to Tenant, and if such assignment or subletting would have
     been  permitted  without  Landlord's consent pursuant to this Section 9.13,
     such  permission  shall  be  void  and  without  force  and  effect;  and

          (v)     Tenant  shall,  upon  demand,  reimburse  Landlord  for  all
     reasonable  costs and expenses incurred by Landlord in connection with such
     assignment  or  sublease, including all reasonable attorneys fees and costs
     reasonably  incurred  in  connection  with  the  granting  of any requested
     consent;  and

          (vi)  each sublease shall be subject and subordinate to this Lease and
     to the matters to which this Lease is or shall be subordinate, it being the
     intention  of Landlord and Tenant that Tenant shall assume and be liable to
     Landlord  for  any  and all acts and omissions of all subtenants and anyone
     claiming  under or through any subtenants which, if performed or omitted by
     Tenant,  would  be  a  default  under  this  Lease.

     (h)     Notwithstanding  any  assignment or subletting or any acceptance of
Rent  by  Landlord  from  any  assignee  or subtenant, Tenant shall remain fully
liable  for  the  payment  of  all rent due and for the performance of all other
terms,  covenants  and conditions contained in this Lease on Tenant's part to be
observed and performed, and any default under any term, covenant or condition of
this  Lease  by  any  subtenant  shall  be  deemed a default under this Lease by
Tenant.  Tenant shall indemnify, defend, protect and hold harmless Landlord from
and  against  any  and  all  losses,  liabilities,  claims,  damages,  actions,
judgments,  suits,  demands, costs and expenses arising out of or resulting from


<PAGE>
any  claims  that  may  be  made  against  Landlord  by the proposed assignee or
subtenant  or  by  any brokers or other persons claiming a commission or similar
compensation  in  connection  with  the  proposed  assignment  or  sublease,
irrespective  of  whether  Landlord shall give or decline to give its consent to
any  proposed  assignment or sublease, or whether Landlord shall exercise any of
its  options  under  this  Section  9.13.

     (i)     If  Landlord  consents  to  a  proposed  assignment or sublease and
Tenant  fails  to  execute  and  deliver to Landlord such assignment or sublease
within 120 days after the giving of such consent, then Tenant shall again comply
with  all  of  the  provisions  and  conditions of subsections (d) and (f) above
hereof  before  assigning  this Lease or subletting all or part of the Premises,
and  Landlord's  previous consent shall not estop or be deemed to estop Landlord
from  withholding  its  consent  on  such  subsequent  request  by  Tenant.

     (j)     With  respect  to  any sublease or assignment of this Lease, Tenant
shall  pay  to  Landlord on the effective date of the sublease or assignment, an
amount  equal  to  50% of all sums and other consideration paid to Tenant by the
assignee or sublessee for or by reason of such assignment or sublease (including
sums  paid  for  the  sale or rental of Tenant's personal property and fixtures,
less,  in  the  case  of  a sale thereof, the then fair market value thereof, as
reasonably  determined  by  Landlord)  after first deducting Tenant's reasonable
third-party  brokerage  fees  and  marketing  costs  in  connection  with  such
transaction.

     (k)     If  Tenant is a corporation, the transfer by one or more transfers,
directly  or  indirectly, by operation of law or otherwise, of a majority of the
stock  of Tenant shall be deemed a voluntary assignment of this Lease; provided,
however,  that  the  provisions  of  this  subsection (k) shall not apply to the
transfer  of  shares of stock of Tenant if and so long as the voting of stock of
Tenant  is  publicly  traded  on  a  nationally  recognized  stock exchange. For
purposes  of this subsection (k) the term "transfers" shall be deemed to include
the  issuance  of  new stock or of treasury stock which results in a majority of
the  stock  of  Tenant  being  held  by  a  person or persons that do not hold a
majority  of  the  stock  of  Tenant  on  the  date  hereof.

     (l)     Notwithstanding  the provisions of subsection (a), Landlord's prior
consent shall not be required for an assignment of this Lease in connection with
transactions  with an entity into or with which Tenant is merged or consolidated
so  long as: (1) such entity shall agree with Landlord to be bound by all of the
obligations  of  Tenant hereunder; (ii) such assignment shall not relieve Tenant
of  any  of  its  obligations  hereunder;  (Iii)  such  transfer  was made for a
legitimate  independent business purpose and not for the purpose of transferring
this  Lease,  and  (iv)  the  successor  to  Tenant  has a net worth computed in
accordance  with  generally accepted accounting principles at least equal to the
greater  of  (A)  the  net  worth  of Tenant immediately prior to such merger or
consolidation,  and (B) the net worth of the original Tenant on the date of this
Lease.

     (m)     Notwithstanding  the provisions of subsection (a), Landlord's prior
consent shall not be required for an assignment of this Lease to an Affiliate of
Tenant  (but only for such period of time as such Person remains an Affiliate of
Tenant),  it  being agreed that the subsequent transfer of control, or any other
transaction(s)  have  the  overall  effect that such Person ceases to be such an
Affiliate  of  Tenant,  shall  be  treated as if such transfer or transaction(s)
were,  for  all  purposes,  an  assignment of this Lease to a third party not an
Affiliate  of  Tenant  governed by the provisions of subsection (a). "Affiliate"
shall  mean  any  wholly-owned  subsidiary of International Wireless, Inc., or a
controlling corporation of International Wireless, Inc., for such period of time
as  said  corporation  remains  a  subsidiary  or  controlling  corporation,  as
applicable,  it  being  agreed  that  the  subsequent  sale or transfer of stock
resulting  in  a change in voting control or any other transaction(s) having the
overall  effect  that  said  corporation  ceases  to  be  such  a  subsidiary or
controlling  corporation  of International Wireless, Inc. shall be treated as if
such sale, transfer or other transaction(s) were for all purposes, an assignment
of  this  Lease.

     (n)     Any assignment or transfer, whether made with Landlord's consent or
without  Landlord's  consent because Landlord's consent is not required pursuant


<PAGE>
to  the  applicable  provisions  of  this  Section  9.13,  if  and to the extent
permitted  hereunder,  shall  not  be  effective  unless  and until the assignee
executes,  acknowledges  and  delivers  to  Landlord  an  agreement  in form and
substance  satisfactory  to  Landlord  whereby the assignee (A) assumes Tenant's
obligations  under  this  Lease,  and  (B)  agrees  that,  notwithstanding  such
assignment  or  transfer,  the  provisions of this Section 9.13 shall be binding
upon  it  in  respect  of  all  future  assignments  and  transfers.

     (o)     The  joint  and  several  liability  of  Tenant  and  any
successors-in-interest of Tenant and the due performance of Tenant's obligations
under  this Lease shall not be discharged, released or impaired by any agreement
or  stipulation  made  by  Landlord,  or  any  grantee  or assignee of Landlord,
extending  the time, or modifying any of the terms and provisions of this Lease,
or by any waiver or failure of Landlord, or any grantee or assignee of Landlord,
to  enforce  any  of  the  terms  and  provisions  of  this  Lease.

     Section  9.14. Overloading and Nuisance. Tenant shall not injure, overload,
     ----------------------------------------
deface  or  otherwise  harm  the  Premises or the Building, commit any nuisance,
permit  the  emission of any objectionable noise, vibration or odor, make, allow
or suffer any waste or make any use of the Premises which is improper, offensive
or  contrary  to  any law, regulation, code, by-law, or ordinance, or which will
invalidate  any  of  Landlord's  insurance.

                                   SECTION 10
                                   ----------

                               Casualty or Taking
                               ------------------

     Section  10. 1. Abatement of Rent. If the Premises shall be damaged by fire
     ----------------------------------
or  casualty,  Annual  Fixed  Rent and payments on account of the Operating Cost
Escalation  payable  by  Tenant  shall  abate  proportionately 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, and such
abatement  or  reduction  shall  continue  for  the  period commencing with such
destruction  or  damage  and  ending  on the earlier to occur of (i) the date on
which  Landlord  shall have substantially restored the Premises to the condition
in  which  they  were prior to such damage or (ii) the date Tenant first reopens
for  business  on  any  portion  of the Premises. If the Premises or any portion
thereof  are taken by condemnation or right of eminent domain, Annual Fixed Rent
and payments on account of the Operating Cost Escalation payable by Tenant shall
be  justly  and equitably abated or suspended according to the nature and extent
of  the  damage  sustained  by  Tenant.

     Section  10.2.  Landlord's Right of Termination. If (a) the Premises or the
     ------------------------------------------------
Building  are  substantially  damaged  by  fire  or  other  casualty  (the  term
"substantially  damaged" meaning damage of such a character that the same cannot
reasonably  be expected to be repaired within sixty (60) days from the time that
repair  work  would  commence),  or  (b) following a fire or other casualty, any
mortgagee  then  holding  a  mortgage  on  the  Property,  or on any interest of
Landlord  therein, should require that insurance proceeds payable as a result of
a  casualty  be  applied  to the payment of the mortgage debt such that Landlord
will  not  receive  sufficient  proceeds to repair the damage, or (c) a material
uninsured fire or other casualty or loss to the Building should occur, or (d) if
any  part  of the Building is taken by condemnation or any exercise of the right
of eminent domain, then, in any such event, Landlord may elect 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 ninety (90)
days after the occurrence of such fire or casualty or the effective date of such
condemnation  or  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.

     Section  10.3.  Restoration. If this Lease shall not be terminated pursuant
     ----------------------------
to  Section 10.2, Landlord shall thereafter use good faith reasonable efforts to
restore  the  Premises  to  the  condition  they  were  in prior to said fire or
casualty, or condemnation or taking, provided that in no event shall Landlord be
obligated  to  expend more than the amount of insurance proceeds or condemnation


<PAGE>
awards  made available to Landlord therefore, and provided further that Landlord
shall not be obligated to repair any damage to, or to replace, Tenant's personal
property,  fixtures,  equipment, improvements, furniture or furnishings. If, for
any  reason, such restoration shall not be substantially completed within twelve
(12)  months  after  the expiration of the ninety (90) day period referred to in
Section 10.2 (which twelve (12) month period may be extended for such periods of
time  as  Landlord  is  prevented  from  proceeding  with  or  completing  such
restoration  for  any  cause  described  in  Section  13.4  or beyond Landlord's
reasonable  control),  then  Tenant shall have the right to terminate this Lease
without  penalty by giving notice to) Landlord within thirty (30) days after the
expiration  of  such  period  (as so extended) . 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, within such thirty (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  to  complete  such  restoration.

     Section  10.4.  Award. Landlord shall have and hereby reserves and excepts,
     ----------------------
and  Tenant  hereby  grants  and  assigns to Landlord, all awards, 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 any condemnation
or  taking  by  exercise  of  the  power  of eminent domain, or any sale in lieu
thereof,  or  by  reason  of  anything  done  in  pursuance  of  public or other
authority.  Without  limiting the foregoing, Tenant hereby grants and assigns to
Landlord, all rights and claims to such awards, damages or compensation. Nothing
contained  herein  shall be construed to prevent Tenant from prosecuting, at its
cost  and  expense,  in  any  separate condemnation proceedings, a claim for the
value  of  any of Tenant's removable personal 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  any awards, damages or compensation
otherwise  recoverable  by  Landlord  from  the  taking  authority.

     Section  10.5  Temporary Taking . In the event of taking of the Premises or
     ---------------------------------
any  part  thereof  for  temporary use by the exercise of any governmental power
(i.e.  of  less  than twenty-four (24) months duration), (i) this Lease shall be
and remain in full force and effect and unaffected thereby, and the Annual Fixed
Rent  and  Additional  Rent  payable  hereunder shall not abate, and (ii) Tenant
shall  be  entitled  to receive for itself such portion or portions of any award
made for such use of the Premises with respect to the period of the taking which
is  within  the  Term,  provided  that  if  such  taking  shall  continue at the
expiration  or  earlier termination of the Term of this Lease, Tenant shall then
pay  to  Landlord  a  sum  equal  to  the reasonable cost of performing Tenant's
obligations  under  this  Lease  with  respect  to  surrender  of  the Premises.

     Section  10.6. No Liability On Account Of Injury To Business, Etc. Landlord
     ------------------------------------------------------------------
shall  not  be  liable  for  or  have any obligations with respect to loss of or
damage  to  Tenant's  personal  property,  fixtures,  equipment,  improvements,
furniture  or  furnishings,  or  injury  to  or  interruption of the business of
Tenant,  resulting  in  any way from or arising out of damage from fire or other
casualty  or  the repair thereof, or from condemnation or eminent domain events,
or  the  repair thereof Landlord will not be obligated to carry insurance of any
kind  on  Tenant's  personal  property,  fixtures,  equipment,  improvements,
alterations,  furniture  or  furnishings, and Landlord shall not be obligated to
repair  any damage thereto or to replace the same. Landlord shall be entitled to
the  full  proceeds  of  any  insurance coverage, whether carried by Landlord or
Tenant,  for  damage  to  alterations,  additions,  improvements  or decorations
provided  by  Landlord  either  directly  or  through  an  allowance  to Tenant.

                                   SECTION 11
                                   ----------

                                     Default
                                     -------

     Section  11.  1.  Events  of  Default.
     --------------------------------------

     If  any  of  the  following  (each,  an  "Event  of  Default') shall occur:


<PAGE>
     (a)  if  Tenant  shall fail to pay Fixed Rent, Additional Rent or any other
sum payable hereunder and if such default shall continue for ten (10) days after
notice  from  Landlord  to  Tenant  designating  such  default;

     (b)     if  Tenant  defaults  in the observance or performance of any other
Term,  covenant or condition of this Lease to be observed or performed by Tenant
and  such  default  continues  for more than 30 days after notice by Landlord to
Tenant  of  such  default; or if such default is of such a nature that it can be
remedied  but  cannot  be  completely  remedied  within 30 days, Tenant fails to
commence  to  remedy  such  default  within  30 days after such notice; or, with
respect to any such default, Tenant, having commenced such remedy within 30 days
after  such  notice,  fails  to  diligently  prosecute  to  completion all steps
necessary to remedy such default, or Tenant fails to complete such remedy within
90  days;  or

     (c)     if  Tenant's  interest  in this Lease shall devolve upon or pass to
any  person,  whether  by  operation  of  law  or otherwise, except as expressly
permitted  under  Section  9.13  hereof;  or

     (d)     if Tenant's leasehold interest shall be taken on execution or other
process  of  law  in  any  action  against  Tenant;

     (e)     if  a  lien  or  other  involuntary  encumbrance  is  filed against
Tenant's  leasehold interest, the Premises, and/or the Property, and same is not
discharged  within  thirty  (30)  days  thereafter;

     (f)     if  Tenant  files a voluntary petition in bankruptcy or insolvency,
or  is  adjudicated  a  bankrupt  or  insolvent, or files any petition or answer
seeking any reorganization, liquidation, dissolution or similar relief under any
present  or  future  federal  bankruptcy  act  or  any  other  present or future
applicable  federal,  state  or other statute or law, or makes an assignment for
the  benefit  of  creditors  or  seeks  or  consents  to  or  acquiesces  in the
appointment  of  any trustee, receiver, liquidator or other similar official for
Tenant  or  for  all  or  any  part  of  Tenant's  property;  or

     (g)     if, within 60 days after the commencement of any proceeding against
Tenant,  whether  by  the filing of a petition or otherwise, seeking bankruptcy,
insolvency, reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under the present or any future federal bankruptcy
act or any other present or future applicable federal, state or other statute or
law,  such proceeding shall not have been dismissed, or if, within 60 days after
the  appointment  of any trustee, receiver, liquidator or other similar official
for  Tenant, or for all or any part of Tenant's property, without the consent or
acquiescence  of  Tenant,  such  appointment  shall  not  have  been  vacated or
otherwise  discharged,  or if any lien, execution or attachment or other similar
filing  shall  be  made  or  issued  against  Tenant or any of Tenant's property
pursuant  to  which  the  Premises shall be taken or occupied or attempted to be
taken  or  occupied  by  someone  other than Tenant; or then, and in any of such
cases,  Landlord  and  the  agents  and  servants  of  Landlord lawfully may, in
addition  to  and  not in derogation of any remedies for any preceding breach of
covenant,  immediately  or  at  any  time  thereafter and, to the maximum extent
permitted  by  law, without demand or notice and with or without process of law,
enter  into  and  upon the Premises or any part thereof in the name of the whole
(forcibly,  if  necessary) and repossess the same as of Landlord's former estate
and  expel  Tenant and those claiming through or under Tenant and remove its and
their  effects  (and  store them at the sole cost and expense of Tenant) without
being  deemed  guilty  of  any  manner  of trespass and without prejudice to any
remedies  which  might  otherwise be used for arrears of rent or prior breach of
covenant  and/or  Landlord  may  send  written notice to Tenant terminating this
Lease,  and  upon  the  earlier  to  occur  of  (i)  the  date of such entry, as
aforesaid, or (ii) the fifth (5th ) day following the mailing of such notice, as
aforesaid,  this  Lease shall terminate. Thereafter, Landlord may store Tenant's
personal property and effects, and those of any person claiming through or under
Tenant,  at the expense and risk of Tenant, and, if Landlord so elects, may sell
such  personal property and effects at public auction and apply the net proceeds
to  the  payment  of  all  sums  due  to  Landlord  from  Tenant,  if  any-


<PAGE>
     Section  11.2.  Remedies.  If  this  Lease  is  terminated under any of the
     -------------------------
provisions  contained  in  Section  11.  1 or if Landlord enters or reenters the
Premises, whether by summary proceedings, termination or otherwise, Tenant shall
nevertheless  be  liable for and pay forthwith to Landlord, as compensation, all
the  sums  and  amounts  payable  under  this  Lease,  and shall perform all the
obligations  which  Tenant covenants in this Lease to pay and to perform, on the
same  days, in the same manner and to the same extent and at the same time as if
this  Lease had not been terminated or Landlord had not entered or reentered. In
calculating the amounts to be paid by Tenant pursuant to the preceding sentence,
Tenant  shall  be  entitled to a credit in the amount of the net proceeds of any
rent  received  by  Landlord  by  reletting  the  Premises,  afler deducting all
Landlord's  expenses  in  connection  with  such  reletting,  including  all
repossession  costs,  brokerage  commissions,  legal  fees,  architectural fees,
remodeling  costs, and expenses of preparing the Premises for such reletting, it
being  agreed  by Tenant that Landlord may (i) relet the Premises or any part or
parts  thereof 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  hereof,  and may grant such concessions and free rent as
Landlord  in  its  reasonable judgment considers advisable or necessary to relet
the  same,  and  (ii)  make  such  alterations,  repairs  and decorations in the
Premises  as Landlord in its good faith, reasonable judgment considers advisable
or necessary to relet the same, and no action of Landlord in accordance with the
foregoing  or  failure to relet or to collect rent under reletting shall operate
or  be  construed  to  release  or  reduce  Tenant's  liability as aforesaid. In
connection  with any such reletting, Landlord may take into account all relevant
factors,  which would be considered by a sophisticated landlord in reletting the
Premises,  and  Tenant hereby waives, to the extent permitted by applicable law,
any  obligation  Landlord  may  have  to  mitigate  the  Tenant's  damages.

     Section  11.3.  Remedies Cumulative. Except as otherwise expressly provided
     ------------------------------------
herein,  any  and  all  rights  and  remedies which Landlord may have under this
Lease,  and/or  at law or in equity, shall be cumulative and shall not be deemed
inconsistent  with  each  other,  and  any  two  or  more of all such rights and
remedies  may  be exercised at the same time to the greatest extent permitted by
law.

     Section  11.4.  Landlord's Right to Cure. At any time following thirty (30)
     -----------------------------------------
days prior notice to Tenant, Landlord, without thereby waiving such default, may
(but shall not be obligated to) cure any default by Tenant in the performance of
any  of  its  obligations under the Lease; provided, however, that no such prior
notice shall be required in the case of emergency, or material interference with
the  use  by  any  other  tenant  of  any  space  in  the  Building, or material
interference  with  the  efficient operation of the Building, or if such default
will  result  in  a default under any Mortgage. Whenever Landlord so elects, all
costs  and  expenses incurred by Landlord, including reasonable attorneys, fees,
in  curing said default shall be paid by Tenant to Landlord, as Additional Rent,
on  demand,  together with interest thereon at the rate provided in Section 11.7
from  the  date  of  payment  by  Landlord  to  the  date  of payment by Tenant.

     Section  11.5.  Waivers. Any consent or permission by Landlord or Tenant to
     ------------------------
any  act  or  omission  which  otherwise  would  be  a breach of any covenant or
condition  herein,  or  any  waiver by Landlord of the breach of any covenant or
condition  herein, shall not in any way be held or construed to operate so as to
impair  the  continuing  obligation  or  any  covenant  or  condition herein, or
otherwise  operate to pen-nit the same or similar acts or omissions except as to
the  specific  instance.  The  failure  of Landlord to complain of any action or
inaction,  or  to  seek  redress  for violation of, or to insist upon the strict
performance  of,  any  covenant or condition of this Lease shall not be deemed a
waiver  of  such  violation  nor  prevent  a  subsequent  act,  which would have
originally  constituted  a violation, from having all the force and effect of an
original  violation.  The consent or approval of Landlord to or of any action by
Tenant  requiring Landlord's consent or approval shall not be deemed to waive or
render  unnecessary  Landlord's  consent  or  approval  to  or of any subsequent
similar act by Tenant. Any consent required of Landlord in any provision of this
lease  may  be  withheld by Landlord in its sole discretion unless the provision
requiring such consent specifically states that Landlord shall not withhold such
consent  unreasonably.  The receipt by Landlord or the payment by Tenant of rent
with  knowledge  of the breach of any covenant of this Lease shall not be deemed


<PAGE>
to  be  a  waiver  of such breach by the paying or receiving party, or of any of
such  remedies  on  account thereof, including its right of termination for such
default.

     Section  11.6.  No  Accord and Satisfaction. No acceptance by Landlord of a
     --------------------------------------------
lesser sum than the Annual Fixed Rent, Additional Rent or any other sum then due
shall  be deemed to be other than on account of the earliest installment of such
rent  or  charge  due, unless Landlord elects by notice to Tenant to credit such
sum against the most recent installment due. Any endorsement or statement on any
check  or  any  letter accompanying any check or payment as rent or other charge
shall be given no effect and shall not be deemed an accord and satisfaction, and
Landlord  may accept such check or payment without prejudice to Landlord's right
to recover the balance of such installment or pursue any other remedy under this
Lease  or  otherwise.

     Section  11.7.  Interest  on Overdue Amounts. If Tenant fails to pay Annual
     ---------------------------------------------
Fixed  Rent,  Additional Rent or any other amounts payable by Tenant to Landlord
when  due hereunder, the amount so unpaid shall bear interest at a variable rate
(the  "Delinquency  Rate')  equal  to  four  percent  (4%)  in  excess  of  the
then-applicable  base  rate  (prime rate) of Fleet Bank (or its successors) from
time  to  time in effect commencing with the due date and continuing through the
day  on  which payment of such delinquent payment with interest thereon is paid.
If  such  rate  is  in  excess  of  any  maximum interest rate permissible under
applicable  law,  the  Delinquency  Rate  shall  be  the  maximum  interest rate
permissible  under  applicable  law.

     Section  11.8.  Cost  and Expenses. Tenant shall pay Landlord as Additional
     -----------------------------------
Rent,  within  five (5) days after demand, all costs and expenses incurred by or
on  behalf  of  Landlord  (including reasonable attorneys, fees and expenses) in
connection  with  the  performance  by  Landlord  of any of Tenant's obligations
hereunder,  or  in  enforcing  its  rights  hereunder  or  at  law or in equity,
including  in  connection  with  any  summary process or eviction proceeding, or
arising  out  of  or  resulting  from  any Event of Default or default of Tenant
hereunder.

     Section  11.9.  Paragraph  Headings;  Exhibits.  The  paragraph  headings
     -----------------------------------------------
throughout  this  Lease  are  for  convenience and reference only, and the words
contained  in  such headings shall in no way be held to explain, modify, amplify
or  aid in the interpretation, construction or meaning of the provisions of this
Lease.  The  Exhibits  referenced  in Section 1.2 and attached to this Lease are
incorporated  into  this  Lease  for  all  purposes.

     Section  11.  10.  Waiver  of  Jury Trial. Landlord and Tenant hereby waive
     ------------------------------------------
trial  by jury in any action, proceeding or counterclaim brought by either party
against  the  other  on  any matters in any way arising out of or connected with
this  Lease,  the relationship of Landlord and Tenant, Tenant's use or occupancy
of the Premises, or the enforcement of any remedy under any laws, codes or other
legal  requirements.

                                   SECTION 12
                                   ----------

                                    Mortgages
                                    ---------

     Section 12. 1. Rights of Mortgage Holders. No Annual Fixed Rent, Additional
     ------------------------------------------
Rent  or any other charge which is paid more than one (1) month prior to the due
date thereof (except to the extent that such payments are actually received by a
Mortgagee  in possession or in the process of foreclosing its Mortgage) shall be
a nullity as against such Mortgagee and Tenant shall be liable for the amount of
such payments to such Mortgagee. In the event of any act or omission by Landlord
which  would give Tenant the right to terminate this Lease or to claim a partial
or  total  eviction, Tenant shall not exercise any such right (a) until it shall
have  given  notice,  in  the  manner  provided in Section 13. 1, of such act or
omission  to  the  Mortgagee,  and  (b)  until  a  reasonable period of time for
remedying  such  act or omission shall have elapsed following the giving of such
notice,  during  which  time  the  Mortgagee  shall  have the right, but not the
obligation,  to  remedy  such  act or omission. In the event any proceedings are
brought for the foreclosure of, or in the event of exercise of the power of sale


<PAGE>
under,  any  mortgage now or hereafter encumbering the Premises, at the election
of  such  holder,  Tenant  shall  attorn  to  the  holder or purchaser upon such
foreclosure  or  sale  or  upon  any  grant of a deed in lieu of foreclosure and
recognize  such  purchaser  as  Landlord  under  this  Lease.

     Section  12.2.  Lease  Subordinate or Superior to Mortgages. This Lease and
     ------------------------------------------------------------
the  rights  and  interests  of  Tenant  shall be subject and subordinate to any
mortgages  now or hereafter encumbering the Building or the Property or any part
thereof  (each,  a "Mortgage"), and to each advance made or hereafter made under
any  Mortgage,  and  to all renewals, modifications, amendments, consolidations,
replacements  and  extensions  thereof  and all substitutions therefore. Without
limiting  the  foregoing,  any  holder  of  a Mortgage (each, a "Mort-agee") may
elect,  by  providing written notice thereof to Tenant, to cause the Mortgage to
be  subordinate  to  this  Lease  and  the  rights and interests of Tenant. This
Section  12.2 shall be self-operative and no further instrument of subordination
shall  be  required.  Without  limiting  the foregoing, Tenant shall execute and
deliver  promptly any instrument confirming the subordination or superiority (as
applicable) of this Lease with respect to any Mortgage, such instrument to be in
form  and  substance  satisfactory  to Landlord and such Mortgagee. In the event
that  any  Mortgagee  or  its respective successor in title shall succeed to the
interest  of  Landlord, then, at the option of such Mortgagee or successor, this
Lease  shall nevertheless continue in full force and effect and Tenant shall and
does hereby agree to attorn to such Mortgagee or successor and to recognize such
Mortgagee  or  successor  as  its Landlord hereunder. Upon such attornment, this
Lease  shall  continue  in  full force and effect as a direct lease between such
successor  landlord  and  Tenant upon all of the terms, conditions and covenants
set  forth  in  this  Lease  except  that  such successor landlord shall not be:

     (i)     liable  for  any  act or omission of Landlord (except to the extent
     such act or omission is a default under this Lease and continues beyond the
     date  when  such  successor  landlord  succeeds  to Landlord's interest and
     Tenant  gives  notice  of such act or omission to such successor landlord);

     (ii)  subject  to any defense, claim, counterclaim, set-off or offset which
     Tenant  may  have  against  Landlord  or  any  prior  landlord;

     (iii)  bound by any prepayment of more than one month's rent to Landlord or
     any  prior  landlord;

     (iv)  bound  by  any  obligation  to  make  any payment to Tenant which was
     required  to be made prior to the time such successor landlord succeeded to
     Landlord's  interest;

     (v)  bound by any obligation to perform any work or to make improvements to
     the  Premises except for (A) repairs and maintenance required to be made by
     Landlord  under  this Lease, and (B) repairs to the Premises as a result of
     damage  by fire or other casualty, or partial condemnation, pursuant to the
     provisions  of  this  Lease,  but  only to the extent that such repairs can
     reasonably  be  made from the net proceeds of any insurance or condemnation
     awards  actually  made  available  to  such  successor  landlord;  or

     (vi)  bound  by  any  modification, amendment or renewal of this Lease made
     without  the  consent  of  any  Mortgagee of which Tenant has been provided
     notice.

     The word "Mortgagee" as used in this Lease shall include the holder for the
time  being  whenever  the  context  permits.  Notwithstanding  anything  to the
contrary  contained in Section 12.1 or in this Section 12.2, Tenant shall not be
required  to subordinate this Lease to any Mortgage, nor shall the subordination
provided herein be self-operative unless the holder of such Mortgage shall enter
into  a reasonably satisfactory agreement with Tenant to the effect that, in the
event  of  foreclosure  of or similar action taken under such Mortgage, Tenant's
possession of the Premises under this Lease shall not be terminated or disturbed
by  such  Mortgagee  or  anyone claiming under such Mortgagee, so long as Tenant
shall  not  be  in  default  under  this  Lease.


<PAGE>
                                   SECTION 13
                                   ----------

                            Miscellaneous Provisions
                            ------------------------

     Section  13. 1. Notices from One Party to the Other. All notices, consents,
     ----------------------------------------------------
requests,  approvals,  or  other  communications required or permitted hereunder
shall  be  in  writing  and  shall be addressed, if to Tenant, at the Address of
Tenant  set  forth in Section 1. 1 hereof, or such other address as Tenant shall
designate  by notice in writing to Landlord and, if to Landlord, at the original
Address  of  Landlord,  with  a  copy  to  Goulston & Storrs, P.C., 400 Atlantic
Avenue,  Boston, MA 02110, Attn: Frank E. Litwin, Esq., or such other address as
Landlord  shall  have last designated by notice in writing to Tenant. Any notice
shall  be sent by postage certified or registered mail, with postage prepaid and
return receipt requested or by a nationally recognized overnight courier service
and  shall  be deemed duly given when delivered or tendered for delivery at such
address.

     Section  13.2. Lease Not to be Recorded; Notice of Lease. Tenant agrees not
     ---------------------------------------------------------
to  record this Lease, but each party hereto agrees, on request of the other, to
execute  a  Notice  of  Lease  in  recordable form and complying with applicable
Massachusetts  laws,  and reasonably satisfactory to Landlord's attorneys. In no
event  shall  such  document  set  forth  the rental or other charges payable by
Tenant  under this Lease; and any such document shall expressly state that it is
executed pursuant to the provisions contained in this Lease, and is not intended
to  vary  the  terms  and  conditions  of  this  lease.

     Section  13.3.  Bind  and  Inure;  Limitation of Landlord's Liability . The
     -----------------------------------------------------------------------
obligations  of  this  Lease  shall  run  with the land, and this Lease shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors  and assigns. Neither Landlord nor any successors thereto as owner of
the  Property shall be liable under this Lease except for breaches of Landlord's
obligations occurring during Landlord's or such successor's respective period of
ownership of the Property. The obligations of Landlord shall be binding upon the
assets  of  Landlord  which  comprise  the Property but not upon other assets of
Landlord.  No manager, member, partner, trustee, stockholder, officer, director,
employee,  agent,  contractor  or  beneficiary  of  Landlord shall be personally
liable  under  this Lease and Tenant shall look solely to Landlord's interest in
the  Property  in  pursuit  of its remedies or recovery of any judgment from the
Landlord.  Without  limitation,  in  no  event  will any other general assets of
Landlord  and/or  its  managers,  members,  partners,  trustees,  stockholders,
officers,  employees,  agents, contractors, or beneficiaries be subject to levy,
execution or other enforcement procedure for the satisfaction of the remedies of
Tenant  or payment of any judgment obtained by Tenant. In additional and without
limiting the foregoing, in no event shall Landlord be liable for any indirect or
consequential  damages.

     Section  13.4. Acts of God. Neither Landlord nor Tenant shall be liable for
     ---------------------------
failure  to  perform  any obligation under this Lease in the event such party is
prevented  from  so performing by strike, lockout, breakdown, accident, order or
regulation  of  or  by  any  governmental  authority,  or  failure of supply, or
inability by the exercise of commercially reasonable efforts to obtain supplies,
parts,  or  employees  necessary  to furnish such services, or because of war or
other  emergency,  or  for any cause beyond such party's reasonable control (but
financial  inability  shall never be deemed to be an event beyond either party's
control),  or  for any cause due to any act or neglect of the other party or its
servants,  agents,  employees,  licensees, or any person claiming by, through or
under  such other party. The provisions of the last preceding sentence, however,
shall  not  be  applicable  to,  or  in any way affect, reduce or abate Tenant's
obligation  under this Lease timely to pay all rent and other charges to be paid
by  Tenant  pursuant  to  the  terms  hereof.

     Section  13.5.  Landlord's  Default.  Landlord shall not be deemed to be in
     ------------------------------------
default  in  the  performance  of any of its obligations hereunder unless within
thirty  (30)  days  after notice from Tenant to Landlord specifying such default
Landlord  has  not  commenced diligently to correct the default so specified, or
does  not  thereafter  diligently  pursued  such  correction  to  completion.


<PAGE>
     Section  13.6.  Brokerage. Tenant and Landlord warrant and represent to the
     --------------------------
other  that  neither has had any dealings with any broker or agent in connection
with  this  Lease  other than the Brokers identified in Section 1. 1. Tenant and
Landlord agree to defend (with counsel approved by the other), hold harmless and
indemnify  the other from and against any and all claims, demands, cost, expense
or liability for any compensation, commissions and charges which may be asserted
against  the  other as a result of the other's breach of this warranty. Landlord
shall  pay commissions due and owing to the Brokers pursuant to its arrangements
with  the  Brokers.

     Section  13.7. Miscellaneous. This Lease shall be governed by and construed
     -----------------------------
in  accordance  with  the  laws  of  the  Commonwealth  of  Massachusetts.  All
negotiations,  considerations,  representations  and  understandings  between
Landlord  and  Tenant  are  incorporated  herein  and  this Lease supersedes all
proposals  or other written documents relating hereto. All prior oral or written
agreements  between  Landlord and Tenant relating to or affecting this Lease are
incorporated  in  the  terms  of  this  Lease.  This  Lease may only be amended,
modified  or  altered by written agreement executed by both Landlord and Tenant.

     For purposes of this Lease, whenever the words "Include", "Includes", or C4
including"  are  used, they shall be deemed to be followed by the words "without
limitation",  arid,  whenever  the  circumstances  or  the context requires, the
singular  shall  be construed as the plural, the masculine shall be construed as
the  feminine  and/or the neuter and vice versa. This Lease shall be interpreted
and  enforced  without  the aid of any canon, custom or rule of law requiring or
suggesting  construction  against  the party drafting or causing the drafting of
the  provision  in  question.  Time is of the essence with respect to all of the
terms  and  conditions  of  this  Lease.

     For  purposes  of  this  Lease, "Additional Rent" shall mean all sums other
than Annual Fixed Rent payable by Tenant to Landlord under this Lease, including
the  Operating  Cost  Escalation,  the  Real  Estate Tax Escalation, payments on
account  of  services,  late  charges,  administrative  fees,  overtime charges,
interest charges and other costs. In the event of non-payment of Additional Rent
by  the  Tenant,  the  Landlord  shall  have all of the rights and remedies with
respect  thereto as would accrue to the Landlord for non-payment of Annual Fixed
Rent. In the event of non-payment of Additional Rent by the Tenant, the Landlord
shall  have  all of the rights and remedies with respect thereto as would accrue
to  the  Landlord  for  non-payment  of  Annual  Fixed  Rent.

     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.

     Except  as  herein  otherwise expressly provided, the terms hereof shall be
binding  upon  and  shall  inure  to  the benefit of the successors and assigns,
respectively,  of  the  Landlord and the Tenant. Each term and each provision of
this  lease  to  be  performed  by  the  Tenant  shall be construed to be both a
covenant  and  a condition. The reference contained to successors and assigns of
the  Tenant is not intended to constitute a consent to assignment by the Tenant,
but  has  reference only to those instances in which the Landlord may later give
written  consent  to  a  particular  assignment as required by the provisions of
Section  9.13  hereof.  '

     Except  as  expressly set forth herein, Landlord and Landlord's agents have
made  no warranties, representations, statements or promises with respect to (i)
the  leaseable  areas  of  the  Premises, the Building or the Property, (ii) the
amount  of  any current or future Operating Costs or Taxes, (iii) the compliance
with  applicable  laws,  codes  or other legal requirements of the Premises, the
Building  or  the  Property,  or  (iv)  the  suitability of the Premises for any
particular  use  or  purpose.  Except  as expressly set forth herein, no rights,
easements  or licenses are acquired by Tenant under this Lease by implication or


<PAGE>
otherwise.  Tenant  is entering into this Lease after full investigation, and is
not  relying  upon any statement or representation made by Landlord not embodied
in  this  Lease.

     The  submission  of  drafts  of  this Lease, and/or the negotiation thereof
shall constitute neither an offer nor the acceptance of an offer, and this Lease
shall  not  be  binding  upon Landlord or Tenant unless and until Landlord shall
have  executed  and  delivered  a  fully  executed copy of this Lease to Tenant.

     Section  13.8. Hazardous Materials. Tenant shall not use, generate, handle,
     -----------------------------------
store,  release,  dispose  of  or transport any Hazardous Materials, or cause or
permit the use, handling, storage, disposal, release or threat of release of any
Hazardous  Materials  on, in, upon or under the Property and/or the Premises, or
any  part thereof. Tenant shall execute such affidavits, representations and the
like,  from  time  to time, as, may be requested by Landlord concerning Tenant's
best  knowledge  and belief regarding the presence of Hazardous Materials in the
Premises  and/or  the  Property.

     Without  limiting  the  foregoing,  Tenant  shall  be  responsible,  at its
expense,  for  all  matters  directly  or  indirectly  based  on,  or arising or
resulting  from  the  actual  or  alleged presence of Hazardous Materials in the
Premises, the Building or the Property which is caused or permitted by Tenant or
anyone  acting  by, through or under Tenant. If the transportation, storage, use
or  disposal  of  any Hazardous Materials anywhere on the Property in connection
with  Tenant's  use  of the Premises results in (1) contamination of the soil or
surface  or  ground  water  or (2) loss or damage to person(s) or property, then
Tenant  shall  (i)  notify  Landlord  immediately of any contamination, claim of
contamination, loss or damage, (ii) after consultation and approval by Landlord,
clean  up the contamination in full compliance with all applicable Environmental
Laws,  and  (iii)  indemnify, defend and hold Landlord harmless from and against
any losses, claims, actions, demands, costs, expenses, judgments and liabilities
(including  reasonable  attorneys  fees) arising from or connected with any such
contamination, claim of contamination, loss or damage. No consent or approval of
Landlord  shall  in any way be construed as imposing upon Landlord any liability
for  the  means,  methods, or manner of removal, containment or other compliance
with applicable Environmental Laws for and with respect to the foregoing. Tenant
shall  immediately notify Landlord upon Tenant's receipt of any inquiry, notice,
or  threat to give notice by any governmental authority or any other third party
with  respect  to  any  Hazardous  Materials.

     Landlord  shall not cause or permit the escape, disposal, release or threat
of  release of any Hazardous Materials on, in, upon or under the Property or the
Premises.  Landlord  shall not allow the generation, storage, use or disposal of
such  Hazardous  Materials in any manner not sanctioned by Environmental Laws or
by the highest standards prevailing in the industry for the generation, storage,
use  and  disposal of such Hazardous Materials, nor allow to be brought into the
Premises  or  the  Property,  any such Hazardous Materials except for use in the
ordinary  course  of  business.

     The  Landlord  shall,  at  its  own  expense,  remove, clean up, remedy and
dispose  of  (in compliance with all applicable laws, rules and regulations) all
Hazardous  Materials  generated  or  released  by  the Landlord or its officers,
directors,  employees,  contractors,  servants,  invitees,  agents  or any other
person  acting  under  Landlord  during  the  Term  of this Lease at or from the
Premises,  the  Building  or  the  Property in compliance with all Environmental
Laws. In performing its obligations hereunder, the Landlord shall use reasonable
efforts to avoid interference with the use and enjoyment of the Building and the
Property  by  other tenants and occupants thereof The provisions of this Section
13.9  shall  survive  expiration  or  termination  of  this  Lease.

     "Hazardous  Materials"  shall  mean  and  include,  without limitation, any
material or substance which is (i) petroleum, (ii) asbestos, (iii) designated as
a "hazardous substance" pursuant to Section' 3 11 of the Federal Water Pollution
Control  Act,  33  U.S.C.  Sec.Sec.  1251  et seq. (33 U.S.C. Sec.Sec. 132 1) or
listed in Sec. Sec. 307 of the Federal Water Pollution Control Act (33 U.S.C. SS
1317),  (iv)  defined  as  a  "hazardous  waste" pursuant to Section 1004 of the


<PAGE>
Resource  Conservation  and  Recovery  Act,  42 U.S.C. Sec.Sec. 6901 et seq. (42
U.S.C.  Sec.Sec.  6903),  (v)  defined  as  a  "hazardous substance" pursuant to
Section  10  1  of  the  Comprehensive Environmental Response, Compensation, and
Liability  Act,  42 U. S.C. Sec. Sec. 9601 et seq. (42 U.S.C. Sec.Sec. 9601), as
amended  and  regulations  promulgated thereunder, or (vi) defined as "oil" or a
"hazardous  waste",  a "hazardous substance", a "hazardous material" or a "toxic
material"  under  any  other law, rule or regulation applicable to the Property,
including  Chapter  2  1 E of the Massachusetts General Laws, as amended and the
regulations  promulgated  thereunder.  "Environmental  Laws" shall mean, without
limitation,  each  and  every  law, rule, order, statute or regulation described
above  in this Section, together with (i) any amendments thereto, or regulations
promulgated  thereunder  and (ii) any other laws pertaining to the protection of
the  environment  or governing the use, release, storage, generation or disposal
of  Hazardous  materials,  whether  now  existing  or  hereafter  enacted  or
promulgated.

     Section  13.9.  Security  Deposit
     ---------------------------------

     (a)  Tenant  shall  deposit  the  Security  Deposit  with Landlord upon the
execution  of  this  Lease  in cash as security for the faithful performance and
observance  by  Tenant  of  the  terms,  covenants and conditions of this Lease,
including  the  surrender  of  possession  of the Premises to Landlord as herein
provided.

     (b)  In  lieu of a cash deposit, Tenant may deliver the Security Deposit to
Landlord  in the form of a clean, irrevocable, non-documentary and unconditional
standby  letter  of  credit (the "Letter of Credit') issued by and drawable upon
either  Fleet  Bank  or  another any commercial bank, trust company, or national
banking  association  (the  "Issuing Bank") satisfactory to Landlord in its sole
discretion,  which  has  outstanding  unsecured,  uninsured  and  unguaranteed
indebtedness,  or  shall have issued a letter of credit or other credit facility
that constitutes the primary security for any outstanding indebtedness (which is
otherwise  uninsured  and  unguaranteed),  that is then rated, without regard to
qualification  of  such  rating  by  symbols  such  as 66+91 or "2' or numerical
notation,  "AA"  or  better  by  Moody's Investors Service and "AA" or better by
Standard  & Poor's Rating Service. Such Letter of Credit shall (a) name Landlord
as beneficiary, (b) be in the amount of the Security Deposit,'(c) have a term of
not  less than one year, (d) permit multiple drawings, (e) be fully transferable
by  Landlord  without  the  payment  of any fees or charges by Landlord, and (f)
otherwise  be in form and content satisfactory to Landlord. If upon any transfer
of the Letter of Credit, any fees or charges shall be so imposed, then such fees
or  charges  shall be payable solely by Tenant and the Letter of Credit shall so
specify.  The  Letter  of  Credit  shall  provide  that  it  shall  be  deemed
automatically  renewed,  without  amendment, for consecutive periods of one year
each  thereafter unless the Issuing Bank sends a notice (the "Non-Renewal Notice
I)  to  Landlord  by  certified mail, return receipt requested, not less than 45
days  next  preceding  the  then expiration date of the Letter of Credit stating
that  the  Issuing  Bank  has  elected not to renew the Letter of Credit. By not
later  than 60 days prior to the stated expiration date of the Letter of Credit,
Tenant  shall  replace  the Letter of Credit with a substitute letter of credit,
which  substitute letter of credit shall be in the amount of the then-applicable
Security  Deposit and shall in all respects comply with the requirements of this
Section  13.9.  -Landlord  shall  have the right, either (i) upon receipt of the
Non-Renewal  Notice, or (ii) if Landlord does not receive said substitute letter
of  credit  by not later than 60 days prior to the stated expiration date of the
existing Letter of Credit as aforesaid, to draw the full amount of the Letter of
Credit,  by  sight draft on the Issuing Bank, and shall thereafter hold or apply
the cash proceeds of the Letter of Credit pursuant to the terms of this Article.
The  Issuing  Bank shall agree with all drawers, endorsers and bona fide holders
that drafts drawn under and in compliance with the terms of the Letter of Credit
will be duly honored upon presentation to the Issuing Bank at an office location
in Boston or another location acceptable to Landlord. The Letter of Credit shall
be  subject  in all respects to the Uniform Customs and Practice for Documentary
Credits  (1993 revision), International Chamber of Commerce Publication No. 500.

     (c)  If an Event of Default occurs under this Lease, including a default in
the  payment  of Rent, Landlord may apply or retain the whole or any part of the
cash  Security  Deposit or may notify the Issuing Bank and thereupon receive all


<PAGE>
or  a  portion  of  the Security Deposit represented by the Letter of Credit and
use,  apply,  or  retain the whole or any part of such proceeds, as the case may
be, to the extent required for the payment of any Fixed Rent or any other sum as
to which Tenant is in default including (a) any sum which Landlord may expend or
may  be required to expend by reason of Tenant's default, and/or (b) any damages
to  which  Landlord  is  entitled,  whether  such damages accrue before or after
summary process proceedings or other reentry by Landlord. If Landlord applies or
retains  any  part  of  the Security Deposit, Tenant, upon demand, shall deposit
with  Landlord the amount so applied or retained so that Landlord shall have the
Rill  Security  Deposit  on  hand  at all times during the Term. If Tenant shall
fully  and  faithfully comply with all of the terms, covenants and conditions of
this  Lease,  the  Security  Deposit  shall  be  returned  to  Tenant  after the
Expiration  Date and after delivery of possession of the Premises to Landlord in
the  manner  required  by.this  Lease. Tenant expressly agrees that Tenant shall
have  no  right  to  apply  any  portion  of the Security Deposit against any of
Tenant's  obligations  to  pay  Rent  hereunder.

     (d)  Upon  a  sale of the Property and/or the Building, as applicable, or a
leasing  or  financing  of  Landlord's interest therein, Landlord shall have the
right  to  transfer  the  cash  Security  Deposit  or  the  Letter of Credit, as
applicable,  to  the  vendee,  lessee  or lender. With respect to -the Letter of
Credit,  within  five  days  after  notice  of  such sale, leasing or financing,
Tenant, at its sole cost, shall arrange for the transfer of the Letter of Credit
to  the  new  landlord or the lender, as designated by Landlord in the foregoing
notice  or have the Letter of Credit reissued in the name of the new landlord or
the  lender.  Tenant  shall  look  solely  to the new landlord or lender for the
return  of  such  cash  Security  Deposit or Letter of Credit and the provisions
hereof  shall apply to every transfer or assignment made of the Security Deposit
to  a  new landlord. Tenant shall not assign or encumber or attempt to assign or
encumber  the cash Security Deposit or Letter of Credit and neither Landlord nor
its  successors  or  assigns  shall  be  bound  by  any such action or attempted
assignment,  or  encumbrance.

     (e)  Provided  that  no  Event of Default has occurred hereunder, after the
first  (1")  anniversary of the Commencement Date Tenant may elect to reduce the
amount of the Security Deposit to S20,92 8.00, in accordance with the provisions
of this Section 13.9(e). if, at the time of such -election, the Security Deposit
is then in the form of cash, then at any time after a reduction in the amount of
the  Security  Deposit  as  aforesaid,  Tenant  may deliver a notice to Landlord
requesting  that  Landlord  deliver to Tenant the amount of any funds then being
held  by  Landlord  in  excess  of  S20,928.00, if any, and within not more than
thirty  (30)  days after receipt of such notice, Landlord shall refund to Tenant
the  excess  amount as aforesaid. If, at the time of such election, the Security
Deposit  is  then  in  the  form  a  Letter  of  Credit then at any time after a
reduction  in  the amount of the Security Deposit as aforesaid, Tenant may elect
to  replace  the  Letter  of  Credit  with  a  substitute  letter of credit (the
"Substitute  Letter  of  Credit"), which Substitute Letter of Credit shall be in
the amount of S20,928.00, and shall in all respects comply with the requirements
of  this  Section  13.9.  Upon  delivery  of  the Substitute Letter of Credit by
Tenant,  the  Substitute  Utter  of  Credit shall be deemed to be the "Letter of
Credit"  for  all  purposes  under  this  Section 13, and the existing Letter of
Credit  shall  be  returned  by  Landlord  to  Tenant.

          WITNESS the execution hereof as an instrument under seal as of the day
and  year  first  above  written.

                        Landlord:     600  METRONORTH  CORPORATE  CENTER,LLC


                          Tenant:     INTERNATIONAL  WMELESS,  INC.
                                      By:  Staley  A.  Young
                                      Hereunto  duly  authorized


<PAGE>
                AMENDMENT TO DECLARATION OF PROTECTIVE COVENANTS
                ------------------------------------------------

     This  AMENDMENT  TO DECLARATION OF PROTECTIVE COVENANTS, MADE THIS 12th day
of  October, 1989 by WALTER J. AMITKOWSKI, JR. r as TRUSTEE OF JAMES BOND REALTY
TRUST,  under  Declaration  of  Trust dated March 11, 1986 and recorded with the
Middlesex  South Registry District of the Land Court as Document No. 702467 with
its  principal  place  of  business  at  007  UndercoverWear  Way,  Woburn,
Massachusetts,  hereinafter  called  ("Declarant").

                              W I T N E S S E T H :

     WHEREAS,,Declarant  is the owner of the real property described in Schedule
A  of  this  Amendment  to  Declaration  (the  "Premises");

     WHEREAS,  Declarant  desires  that  the  Premises  be developed in a manner
consistent  with  the quality and character of a first class industrial park and
consistent  in  overall  continuity  and  compatibility  of design,, aesthetics,
landscaping  and  site  development;

     WTHEREAS,  Declarant executed a Declaration of Protective Covenants for the
Premises  dated May 27, 1988 recorded with. Middlesex South Registry of Deeds in
Book  19153,  Page  534  and filed with Middlesex South Registry District of the
Land  Court  as Document No. 777192 declaring that the Premises and each portion
thereof would be held, transferred, sold,. conveyed, leased, rented and occupied
subject  to  and  with  the  benefit of the covenants and restrictions set forth
therein  (the  "Original  Declaration");

     NOW,  THEREFORE,  Declarant  amends  the  Original  Declaration as follows:

Paragraph  3  of  the  Original Declaration governing Landscaping  is amended by
adding  the  following  after  the  third  sentence  of  said  paragraph:  "Such
automatic.  underground  lawn  sprinkling  system  shall not be connected to the
drinking  water  supply  lines located in the Road. At the owner's sole cost and
expense,  the  owner

                            First Amendment to Lease
                            ------------------------


     This  First  Amendment  to  Lease (this "Amendment"), is made as of the day
of___ 2001, by and between 600 METRONORTH CORPORATE CENTER, LLC, a Massachusetts
limited  liability  company (the "Landlord') and INTERNATIONAL WIRELESS, INC., a
Delaware  corporation,  (the  "Tenant').

                                   WITNESSETH:
                                   -----------

Reference  is  hereby  made  to  the  following  facts:

     A.     The  Landlord  and  the  Tenant  entered into that certain lease (as
modified  and  amended  hereby, the "Lease"), dated January 8, 2001, for certain
premises  (the  "Premises") containing 2,616 rentable square feet located on the
3'  floor  of  the  building  commonly  known  as  120 Presidential Way (as more
particularly  described  in  the Lease, the "Building") in Woburn, Massachusetts
(as  more  particularly  described in the Lease, the "Project"). All capitalized
words  and phrases not otherwise defined herein shall have the meanings ascribed
to  them  in  the  Lease.

     B.     Except  for  providing  Landlord's  Contribution  as  referenced  in
Section  1.  1  of the Lease, Landlord and Tenant have agreed that Landlord will
have no obligation to prepare or construct the Premises for occupancy by Tenant,
and  that  Tenant  shall, at its cost and expense, perform all work necessary or
required  to  prepare  the  Premises  for  occupancy.

     C.     Landlord  and  Tenant have agreed to modify and amend the Lease, all
in  the  manner  hereinafter  set  forth.


<PAGE>
     NOW  THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable  consideration,  the  receipt,  sufficiency  and  delivery of which are
hereby  acknowledged,  the  parties  agree  that  the Lease is hereby amended as
follows:

     1.     Condition  of  Premises.  Notwithstanding  anything contained in the
            ------------------------
Lease  to  the  contrary,  the  Landlord shall deliver and Tenant shall take the
Premises  "as-is", "where is", and in all respects in the condition in which the
Premises  are  in as of the date of this Amendment, without any other obligation
on  the  part  of  Landlord  to  prepare  or construct the Premises for Tenant's
occupancy,  or  to  construct any improvements therein or in the Building, or to
provide  any additional contributions or allowances in connection therewith, and
without  any  representation  or  warranty  (express  or implied) on the part of
Landlord  as  to  the  condition  of  the  Premises.

     Subject  to  and  in  accordance  with the terms and provisions of the Work
Letter  Agreement  attached  to  this Amendment, Tenant shall, subject to and in
accordance  with  the  provisions  of  the Lease (including, without limitation,
Section  9.4  thereof)  perform  all alterations, additions and improvements and
leasehold  improvement  work  required to prepare the Premises for occupancy and
shall  install  within  the  Premises  all  improvements, alterations, fixtures,
furnishings and equipment required in connection therewith. All of Tenant's work
in  the  Premises shall be coordinated with any work being performed by Landlord
and  in such manner as to maintain harmonious labor relations. In no event shall
any such work by Tenant damage the Building or the Property. Notwithstanding the
foregoing,  the  provisions of Sections 3.1, 3.2, 3.3 of the Lease shall have no
applicability  and  be  of  no  force  and  effect with respect to the Premises.

     2.     Reference  Information.  Section 1. 1 of the Lease is hereby amended
            -----------------------
by deleting the definitions of "Commencement Date" and replacing said definition
with  the  following:

            COMMENCEMENT DATE     May 1, 2001.

     3.     Brokerage.  Tenant warrants and represents to Landlord, and Landlord
            ---------
warrants  and represents to Tenant, that it has dealt with no broker or agent in
connection  with this Amendment, other than the Brokers named in Section 1. 1 of
the  Lease.  Each  of  Tenant and Landlord shall indemnify and hold harmless the
other  from and against any and all loss, cost and expense (including attorneys'
fees)  arising  out  of  or  resulting  fi7om  any  breach  of said warranty and
representation  by  the indemnifying party, including any claims for a brokerage
commission,  finder's fee or similar compensation made by any person arising out
of  or in connection with this Amendment. Landlord shall pay commissions due and
owing  to  the  Brokers  pursuant to its arrangements with the Brokers and shall
indemnify  and  hold Tenant harmless with respect to all claims and demands made
by,  and  amounts  payable  to,  the  Brokers.

     4.     Miscellaneous.  Tenant hereby represents and warrants to Landlord as
            -------------
follows:  (i)  the  execution  and delivery of this Amendment by Tenant has been
duly  authorized  by  all requisite corporate action; (ii) neither the Lease nor
the  interest  of  the  Tenant  therein has been assigned, sublet, encumbered or
otherwise  transferred;  (iii) to the best knowledge of the Tenant, there are no
defenses or counterclaims to the enforcement of the Lease or the liabilities and
obligations of the Tenant thereunder; (iv) Tenant is not entitled to any offset,
abatement  or  reduction  of  rent under the Lease; (v) to the best knowledge of
Tenant, neither Landlord or Tenant is in breach or default of any its respective
obligations  under  the  Lease;  and  (vi)  Landlord  has performed all work and
constructed  all  improvements,  and  provided all allowances and contributions,
required  pursuant  to the Lease. Except as expressly and specifically set forth
herein,  the  Lease  is  hereby  ratified  and  confirmed, and all of the terms,
covenants,  agreements  and  provisions  of the Lease shall remain unaltered and
unmodified  and  in  full force and effect throughout the balance of the term of
the  Lease, as extended hereby. Except as expressly set forth herein, all of the
covenants,  representations  and  warranties made by the Tenant contained in the
Lease  are  hereby  remade,  reaffirmed  and  ratified  as  of  the  date hereof


<PAGE>
     EXECUTED  as  an  instrument under seal as of the date and year first above
written.


                                      600  METRONORTH  CORPORATE
                                      CENTER,LLC


                                      By:
                                      Its:

                                      INTERNATIONAL  WIRELESS,  INC.

                                      /s/  Stanley  A,  Young
                                      ----------------------------
                                      By:  Stanley  A.  Young
                                      Its:
                                      Hereunto  duly  authorized


<PAGE>
                                    EXHIBIT A

                              WORK LETTER AGREEMENT

     This  Work  Letter  is  attached  to  and made a part of that certain First
Amendment  to  Lease,  dated  as of March _, 2001, by and between 600 MetroNorth
Corporate  Center,  LLC ("Landlord') and International Wireless, Inc. ("Tenant")
for  Premises  in  the  Building  located  at  120  Presidential  Way,  Woburn,
Massachusetts.

I.    Plans  and  Specifications  for  the  Premises.
      -----------------------------------------------

     (a)     The  Landlord's  architect  shall  prepare  a space block plan (the
"Space Plan") for the Premises. Based on the Space Plan, Tenant's architects and
engineers  shall  prepare shop drawings and plans (the "Tenant Plans") including
mechanical, electrical and plumbing plans and specifications for the Premises on
a  "design-build"  basis,  at Tenant's sole cost and expense, which Tenant Plans
shall include all improvement work desired by Tenant to prepare the Premises for
Tenant's  occupancy  (the  "TI  Work").  Tenant's architects and engineers shall
submit the Tenant Plans to all applicable governmental authorities. Tenant shall
submit  copies  of all Tenant Plans to both Landlord and Landlord's Construction
Representative  for their written approval concurrent with submission thereof to
the governmental authorities, which approval shall not be unreasonably withheld.
Landlord  and/or  Landlord's  Construction  Representative  shall  not be deemed
unreasonable  for  withholding approval of such proposed Tenant Plans (or of any
proposed  change  order,  modification  or  amendment  described in Section l(c)
below)  for  any of, without limitation, the following reasons: (i) the proposed
TI  Work  might  adversely  affect  any  structural  or  exterior element of the
Building  or  the  Property or any portion thereof, or (ii) the proposed TI Work
might,  in  Landlord's  (or Landlord's Construction Representative's) reasonable
opinion,  adversely  affect  the  value  of  the Building or the Property or any
portion  thereof,  or  (iii)  the  proposed  TI  Work  might,  in Landlord's (or
Landlord's  Construction  Representative's) reasonable opinion, adversely affect
the proper functioning of the Building common facilities or any portion thereof,
or  (iv)  the  proposed TI Work might result in a material increase in Operating
Costs.  Landlord  and  Landlord's  Construction  Representative  shall  respond
promptly  after  receipt  of  the  proposed  Tenant  Plans  and shall approve or
disapprove the same within three (3) business days after receipt thereof. Tenant
shall  be solely responsible for obtaining all permits and approvals required to
perform  the  TI  Work and/or to occupy the Premises, and Landlord shall have no
responsibilities  or  obligations,  of  any  kind  in  connection  therewith.

     (b)     The Tenant Plans (i) if required by  applicable laws or codes, must
be prepared under the supervision of a Massachusetts registered architect and/or
registered  engineer,  and  shall  have  affixed  thereto  a  Commonwealth  of
Massachusetts  registration stamp, (ii) shall comply with the building codes for
the  City of Woburn and the Commonwealth of Massachusetts, and (iii) shall be in
a  form  satisfactory  to  appropriate  government  authorities  responsible for
issuing  permits  and  licenses  required  for  the construction of the TI Work.

           (c)     All proposed "material"  change  orders,  modifications,  and
amendments  to  the  Tenant  Plans  shall be submitted to Landlord for its prior
written  approval.  (As  used  herein,  a material change order, modification or
amendment,  shall  mean  any  such change order, modification or amendment which
individually  or in the aggregate results in an increase in the cost of Tenant's
Work  in  excess  of  $10,000.00)  Landlord shall respond promptly after receipt
thereof,  and  shall approve or disapprove the same within two (2) business days
after  receipt  thereof.

      2.     Tenant's  Performance  of  the  TI  Work.
             -----------------------------------------

             Tenant  shall  commence  construction  of  the  TI  Work  promptly
following the approval of the Tenant Plans and receipt of applicable permits and
licenses,  and  shall  thereafter, with reasonable diligence, perform- such work
until  the  same  has  been  completed.  Tenant  shall  perform  the  TI Work in
accordance  with the Tenant Plans, at Tenant's cost and expense (subject only to


<PAGE>
Landlord's  obligations set forth below to fund the Landlord's Contribution), in
accordance  with  all  of  the  provisions  of  the  Lease,  including,  without
limitation,  the  provisions  of  Section 9.4 of the Lease. It is understood and
agreed  that  Landlord  is  under  no obligation to make any structural or other
alterations,  decorations,  additions or improvements in or to the Premises. The
TI  Work  will  be  performed  by  a  general contractor approved in advance, in
writing,  by  Landlord.  The  following  TI  Work  may  be performed only during
non-business  hours:  debris  removal;  work likely to cause disruption to other
tenants  of  the  Project  on  account  of  noise,  vibration  or  odor. Without
limitation,  Tenant  shall  repair  any  damage  caused by or resulting from the
performance  of  the  TI  Work.

      3.     Landlord's  Contribution.
             -------------------------

     Landlord  shall  pay  the  Landlord's  Contribution  to Tenant to reimburse
Tenant  for  the  costs  actually  incurred  by Tenant in performing the TI Work
("Tenant's  Costs").  The  Landlord's  Contribution  may  be applied toward hard
construction  costs  incurred by Tenant in performing the TI Work, but shall not
be  applied toward soft costs or toward the acquisition or leasing of furniture,
office  equipment  or  other  personal  property  of  Tenant. The payment of the
Landlord's  Contribution  shall  be  subject  to  the satisfaction of all of the
following  conditions  precedent:

          (i)  all  of  the TI Work shall have been finally completed and all of
Tenant's  obligations  with  respect  thereto  shall  have  been  completed  and
performed  in  all  respects  in  accordance  therewith;

          (ii)     Tenant  shall  have furnished to Landlord evidence reasonably
satisfactory  to  Landlord  that  all  of the TI Work has been paid for in full;

          (iii)    Tenant shall have  furnished  to Landlord evidence reasonably
satisfactory to Landlord of the total amount that has been expended by Tenant on
account  of  Tenant's  Costs;

          (iv)  Tenant shall have furnished to Landlord an affidavit of Tenant's
general  contractor,  in form and substance reasonably satisfactory to Landlord,
dated  no  earlier  than  the date of final completion, stating that any and all
amounts  due to said general contractor and all subcontractors and other parties
attributable  to  labor  and  materials furnished in connection with the TI Work
have  been  paid  in  full;

           (v)     Tenant shall have furnished to  Landlord  executed affidavits
and  lien waivers from said general contractor and said subcontractors and other
parties stating that such parties have been paid all amounts due to them through
and  including  the  date  of  final  completion  and  waiving any and all liens
attributable to labor and materials furnished by such parties in connection with
the  TI  Work  through  and  including  such  date;

         (vi)    Tenant  shall  have  furnished  Landlord  with  copies  of  all
governmental  approvals,  including, without limitation, a permanent certificate
of  occupancy,  necessary  for  Tenant  to  occupy  the  Premises;  and

        (vii)    Tenant  is  not  then  in  default under the Lease.

     If  Tenant satisfies the foregoing conditions precedent, Landlord shall pay
over  to  Tenant  the  balance  of the Landlord's Contribution or, if Tenant has
spent  less, the balance of the amount actually incurred by Tenant on account of
Tenant's  Costs.


<PAGE>