EXHIBIT 10.4

                                  LEASE
                                  -----

DATE OF LEASE EXECUTION:                         Date: March 4, 1999
                               ARTICLE I
                            REFERENCE DATA
                            --------------
                                   
1.1  SUBJECTS REFERRED TO:  Each  reference in this Lease to any of the
     following terms shall incorporate the date stated for that subject in
     this Section 1.1.


LANDLORD:  Wellesley/Rosewood Maynard Mills Limited Partnership
           ----------------------------------------------------
MANAGING AGENT: Wellesley Management Corporation
                --------------------------------
LANDLORD'S & MANAGING AGENT'S ADDRESS: 2 Clock Tower Place, Suite #200
                                       -------------------------------
                                            Maynard, Ma 01754
                                            -----------------
LANDLORD'S REPRESENTATIVE: Robert W. Macnamara, Jr.
                           ------------------------

TENANT: SoftLock Services, Inc.
TENANT'S ADDRESS (FOR NOTICE AND BILLING): Five Clock Tower Place, Suite 440
                                            Maynard, MA 01754    
TENANT'S REPRESENTATIVE: Keith Loris
BUILDING: Five Clock Tower Place
RENTABLE FLOOR AREA OF TENANT'S SPACE: 15,592 RENTABLE SQUARE FEET
TOTAL RENTABLE FLOOR AREA OF THE BUILDING: Approximately 366,112 RENTABLE
SQUARE FEET
TOTAL RENTABLE FLOOR AREA OF THE PROJECT: Approximately 1,084,484 RENTABLE
SQUARE FEET
TENANT'S DESIGN COMPLETION DATE: April 1, 1999
SCHEDULED TERM COMMENCEMENT DATE: June 1, 1999
TERM EXPIRATION DATE: May 31 , 2006          INITIAL TERM: Seven (7)Years
EXTENSION OPTION TERMINATION DATE: May 31, 2011
FIXED RENT: $ 16.25 PRSF / Yr.

FIXED RENT:$  89,375.00/YEAR #1    MONTHLY FIXED RENT: $ 7,447.72(5,500 RSF)
           ------------                                ----------------------
FIXED RENT:$ 170,625.00/YEAR #2    MONTHLY FIXED RENT: $ 14,218.75(10,500 RSF)
           ------------                                -----------------------
FIXED RENT:$ 253,370.00/YEARS #3-7 MONTHLY FIXED RENT: $21,114.17(15,592 RSF)
           ------------                                -----------------------

SECURITY DEPOSIT:$ 20,000.00
                 -----------
PERMITTED USES: General Office

PUBLIC LIABILITY INSURANCE:   Naming Landlord, its agents and principals
                              as additionally Insured.:  
                                             $3,000,000 Bodily Injury
                                             $3,000,000 Property Damage

1.2  EXHIBITS:
     The exhibits listed below in this section are incorporated in this
     Lease by reference and are to be 
     construed as part of this Lease:
          Exhibit "A" - Plan showing Tenant's Space
          Exhibit "B" - Landlord's Services
          Exhibit "C" - Estoppel Certificate
          Exhibit "D" - SNDA
          Exhibit "E" - Rules and Regulations
          Exhibit "F" - Cleaning Specifications

                              ARTICLE II
                           PREMISES AND TERM
                           -----------------
                                   
2.1  PREMISES

     Subject to and with the benefit of the provisions of this Lease and
     any ground lease or land disposition agreement relating to the parcel
     on which the building (the"Building") is located ("the Lot"), Landlord
     hereby leases to Tenant and Tenant leases from Landlord, approximately
     15,592 Rentable Square Feet located on the fourth floor of the

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     Building known as Five Clock Tower Place, Maynard, MA, as shown in
     Exhibit A, excluding exterior faces of exterior walls, the common
     facilities area and building service fixtures and equipment serving
     exclusively or in common other parts of the Building.  Tenant's Space,
     with such exclusions, is hereinafter referred to as the "Premises".
     Tenant shall have use of the entire Premises, however will pay rent of
     5,500 RSF for the first twelve months of the term, pay rent on 10,500
     RSF for the second twelve months of the initial term and upon
     commencement of the twenty fifth month will pay rent on the entire
     Premises. Landlord will build out the space per a mutually agreeable
     time schedule once the final space plans and pricing are approved.

     Tenant shall have, as appurtenant to the Premises, the right to use in
     common with others entitled thereto, subject to reasonable rules of
     general applicability to tenants of the Building from time to time
     made by Landlord of which it is given notice:  (a) the common
     facilities included in the Building or on the Lot, including the
     parking facility, if any, to the extent from time to time designated
     by Landlord; and (b) the building service fixtures and equipment
     serving the Premises; (c) parking spaces will be allocated per the
     three year occupancy schedule and employee occupancy for a total
     maximum of 75 spaces, unassigned.

     Landlord reserves the right from time to time, without unreasonable
     interference with Tenant's use (a) to install, repair, replace, use,
     maintain and relocate for service to the Premises and to other parts
     of the Building or either, building service fixtures and equipment
     wherever located in the Building, and (b) to alter or relocate any
     other common facility provided that substitutions are substantially
     equivalent or better.

     2.1.1     TEMPORARY SPACE
               Upon Lease execution, Landlord will provide temporary office
               space to Tenant in building Two on the second floor known as
               Suite # 270. Provided that the Tenant's Design plan has been
               delivered to Landlord for the leased Premises in building
               Five, on or before April 1, 1999 there will be no cost to
               Tenant for the Temporary space.  Tenant will pay $1,000 per
               week for each week that Tenant's Design plan is delayed
               beyond April 15th. However, upon delivery of Tenant's Design
               plan free rent for Temporary space shall again commence.


2.2  TERM

     To have and to hold for a period (the "Term") commencing when the
     Premises are deemed ready for occupancy as provided in Section 3.2 or,
     if no work is to be performed by Landlord pursuant to Article III, on
     the Scheduled Term Commencement Date (whichever of said dates is
     appropriate being hereafter referred to as the "Commencement Date")
     and continuing until the Term Expiration Date, unless sooner
     terminated as provided in Section 6.1.6, 7.1 or 9.3 in Article VIII.

2.3  OPTION TO EXTEND

     Tenant will have the right to extend the term of the Lease for 1 (one)
     5 (five) year term provided that Tenant is not in default and has
     given written notice to Landlord of such request at least 12 months
     prior to the end of the initial term. The Fixed Rent for such
     Extension Option shall be the greater of the then current Fixed Rent
     or the fair market rent for said space. In the event that Landlord and
     Tenant do not agree on the value of "fair market rent" both Landlord
     and Tenant, at their own expense, will employ representative real
     estate brokers, who actively broker commercial real estate within the
     general market area of the Project. These brokers will agree on the
     fair market rent amount. In the event that these two brokers do not
     come to agreement both Tenant and Landlord will mutually agree on a
     third representative real estate broker, cost of such broker will be
     equally split between Tenant and Landlord. This third real estate
     broker will establish a rate and the average of all three estimates of
     market rates will become the rental rate for the extension option term
     In no event shall the Fixed Rent be less than the rent paid in the
     last twelve (12) months of the Initial Term.

                              ARTICLE III
                             CONSTRUCTION
                             ------------
                                   
3.1  INITIAL CONSTRUCTION

     Tenant shall, on or before Tenant's Design Completion Date, approve
     Landlord's plans and pricing for Tenant's premises:

     In the context of this Lease, Landlord's plans are design build and
     engineering drawings for Tenant's work with detail acceptable to
     Landlord for, mechanical, electrical and plumbing drawings furnished
     by subcontractors to Landlord

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<PAGE>

     based on scope architectural drawings approved by Tenant consisting of
     but not limited to furniture plans, reflective ceiling plans, and
     electrical/telephone plans for the completion of Tenant's work. The
     working drawings shall be prepared in compliance with all applicable
     Legal requirements and, at Landlord's option, stamped registered
     Massachusetts professionals; and shall consist of architectural and
     engineering plans which are required to finish the Premises or to
     obtain any Authorization required thereof.

     Tenant's interior furnishings, i.e., specification, coordination,
     supply and installation of furniture, furnishings, telephones and
     movable equipment will be the responsibility of Tenant.  All of
     Tenant's construction, installation of furnishings, and later changes
     or additions shall be coordinated with any work being performed by
     Landlord in such a manner as to maintain harmonious labor relations
     and not damage the Building or Lot or interfere with Building
     operations.  Except for installation of furnishings and the
     installation of telephone outlets, which must be performed by a local
     communications company at Tenant's direction and expense, all such
     work shall be performed by Landlord's general contractor and Tenant
     shall pay (X) any amount in excess of the fifteen dollar per square
     foot ($15.00/RSF) Tenant Improvement Allowance (Y) an additional
     amount equal to the cost of any changes from the specifications in
     Exhibit A, including the cost to Landlord of the general contractor's
     overhead and profit, which amount shall be due and payable within an
     escrow account prior to the commencement of work schedule or within
     ten (10) days of receipt of invoice. This excess amount, so deposited
     in Landlord's escrow account, will be drawn after the initial Tenant
     Improvement Allowance has been utilized.  Landlord will not approve
     any construction, alterations, or additions during the initial
     construction period or the Term or any extension thereof, requiring
     unusual expense to readapt the Premises to normal office use on lease
     termination or increasing the cost of construction, insurance, taxes
     and/or operating expenses on the Building or of Landlord's service
     called for by Section 5.1, unless Tenant first gives assurances
     acceptable to Landlord that such readaptation will be made prior to
     such termination without expense to Landlord and makes provisions
     acceptable to Landlord for payment of such increased cost.  Landlord
     will also disapprove any alterations or additions requested by Tenant
     which will delay completion of the Premises or the Building.  All
     changes, additions, and alterations made to the Premises during the
     Term or any extension thereof shall be part of the Building, except
     such items as by writing at the time of approval the parties agree
     either shall be removed by Tenant, at its cost, on termination of this
     Lease, or shall be removed or left at Landlord's election.

     In the event that the cost of the work performed by Landlord's general
     contractor is less than the Tenant Improvement Allowance of $15.00 per
     square foot, Tenant shall receive an immediate credit from the rent
     due commensurate with the amount of the savings below said $15.00
     allowance. Said Tenant Improvement Allowance shall be amortized over
     five years at a rate of 8.5%.


3.2  PREPARATION OF PREMISES FOR OCCUPANCY

     If Landlord is obligated to perform construction work pursuant to
     Exhibit A, Landlord agrees to use reasonable efforts to have the
     Premises ready for occupancy on or before the Scheduled Term
     Commencement, at which shall, however, be extended for a period equal
     to that of any delays due to Tenant's approval of plans after April 1,
     1999, Tenant's changes after approval of said plans, governmental
     regulations, unusual scarcity of, or inability to obtain labor or
     materials, labor difficulties, casualty or other causes reasonably
     beyond Landlord's, or its agents, control.  The Premises shall be
     deemed ready for occupancy on the earlier of:

          a.   the date on which Tenant occupies all or any part of the
               Premises; or

          b.   the date on which the Tenant's improvements, as specified in
               Exhibit A, are substantially completed as certified by the
               issuance of a Temporary Certificate of Occupancy (TCO) or
               Certificate of Occupancy (CO); provided, however, that if
               Landlord is unable to complete construction due to delay in
               Tenant's compliance with the provisions of Section 3.1 of
               this Lease, then the Premises shall be deemed ready for
               occupancy no later than the Scheduled Term Commencement
               Date. In the event that Tenant Space is not ready for
               occupancy, under the aforementioned, Landlord will offset
               rent on a day for day basis.

     Landlord shall permit Tenant access for installing equipment and
     furnishings in the Premises 14 days prior to the Term provided it can
     be done without material interference with remaining work.

     In the event of Tenant's failure to comply with the provision of
     Section 3.1 of this Lease to submit information and specifications
     which meet Landlord's approval, Landlord may, at Landlord's option,
     exercisable by notice to Tenant, consider this to be a Tenant Delay.
     In such case the Term Commencement Date will remain per Section 1.1,
     however Tenant's Occupancy date will be adjusted to an Outside
     Delivery Date equal to the Tenant Delay.

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3.3  GENERAL PROVISIONS APPLICABLE TO CONSTRUCTION

     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 lawful ordinances,
     regulations and orders of governmental authority and insurers of the
     Building.  Either party may inspect the work of the other at
     reasonable times and shall promptly give notice of observed defects. 
     Landlord's obligations under Section 3.1 shall be deemed to have been
     performed upon substantial completion of Tenant Work, exclusive of
     "punchlist items",  when Tenant commences to occupy any portion of the
     Premises for the Permitted Uses except for items which are incomplete
     or do not conform with the requirements of Section 3.2 and as to which
     Tenant shall, in either case, have given written notice to Landlord
     prior to commencement.  If Tenant shall not have commenced to occupy
     the Premises for the Permitted Uses within thirty (30) days after they
     are deemed ready for occupancy as provided in Section 3.2, a
     certificate of completion by a licensed architect or registered
     engineer shall be conclusive evidence that Landlord has performed all
     such obligations except for items stated in such certificate to be
     incomplete or not in conformity with such requirements. Landlord's
     General Contractor will warranty all work performed at their direction
     for a period of one year from delivery.

     Within five days of Tenant's occupancy both Landlord and Tenant will
     mutually agree on punchlists items to be completed.  Upon delivery of
     this "punch list" Landlord will have thirty (30) days to complete, and
     or reasonably have certain items under prosecution. In the event that
     Landlord does not complete such "punchlist items" Tenant will have the
     right to hire our own contractor at Landlord's expense to complete
     such work.

3.4  REPRESENTATIVES

     Each party authorizes the other to rely in connection with their
     respective rights and obligations under this Article III upon approval
     and other actions on the party's behalf by Landlord's Representative
     in the case of Landlord or Tenant's Representative in the case of
     Tenant or by any person designated in substitution or addition by
     written notice to the party relying.

                              ARTICLE IV
                                 RENT
                                 ----

4.1  RENT

     Tenant agrees to pay, without any offset or reduction whatsoever Fixed
     Rent equal to 1/12th of the Fixed Rent in equal installments in
     advance on the first day of each calendar month included in the Term;
     and for any portion of a calendar month at the beginning or end of the
     Term, at the rate payable for such portion in advance.

4.2  TAXES AND OPERATING EXPENSES ESCALATION

     4.2.1     Operating Expenses and Taxes
               ----------------------------

               Operating Expnses shall be defined as all reasonable
               expenses, costs, and dispursements of every kind and nature
               which Landlord shall pay or become obligated to pay in
               connection with the operation amd mainternance of the
               Project and the Land and the provison of Landlord services,
               exclusive of (i) costs of redecorating, repair and other
               services which are not provided on a regular basis to
               tenants of the Complex or for which Landlord is entitled to
               be paid by specific tenants and others, (ii) wages, salaries
               and fees to personell of the Landlord above the level of
               Project Director, (iii) replacement or contingiency
               reserves, (iv) casualty and losses, (v) eminent domain
               takings, (vi) ground lease (other than for parking or
               services provided to all tenants), (vii) charges for
               depreciation and amortization, (viii) principal and interest
               on indebtedness and obligations with respect to equity
               interests, (ix) income, excess profit, franchise and similar
               taxes, (x) real estate taxes and assesments, (xi) leasing
               commissions, (xii) promotional advertising and other public
               relations expenses related to leasing, (xiii) legal and
               other professional fees relating to leasing, financing and
               other services realting to the development of the project,
               and (xiv) judgements, amounts paid in settlement and other
               legal or extraordinary costs of Landlord (including, without
               limitation, under environmental laws), (xv) captial items
               not resoanbly allowable per Generally Accepted Accounting
               Principles (GAAP).

               Taxes shall be defined as all real estate taxes and
               assesment imposed on the Complex, the Building or the Land.

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               If with respect to: (a) any Calendar Year, the Operating
               Expenses exceed the Operating Expense Base or (b) any
               Calendar Year, Taxes exceed the Tax Base (whether as the
               result of an increase in rate or assessment or both), Tenant
               shall pay to Landlord, Tenant's Share, based upon Rentable
               Square Feet in the Premises expressed as a percentage of the
               Rentable Square Feet in the Complex (and which will
               therefore will not vary with changing occupancy levels), of
               the amount of each such excess (the "Tenant's Tax and
               Expense Overage") as set forth in the Tax and Operating
               Expense Statement (as defined below).

               Notwithstanding anything to the contrary set forth herein,
               the first payment by Tenant with respect to Taxes and
               Operating Expenses shall be made in connection with the Tax
               and Operating Expense Statement due as of January 31, 2000,
               and shall be based upon the increase in Taxes and Operating
               Expenses over Calendar Year 1999.  In no event shall Tenant
               be obligated to make any payments with respect to Operating
               Expenses or Taxes until the expiration of the first twelve
               (12) full calendar months of the Intitial Term.

     4.2.2     Annual Statement of Additional Rent Due for Expenses and Taxes
               --------------------------------------------------------------

               By January 31 next succeding the end of each Calendar Year,
               Landlord shall render to Tenant a statement, showing (i)(a)
               actual Taxes for the prior Calendar Year so indicated and
               (b) actual Operating Expenses for the prior Calendar Year so
               indicated, if available, and (ii)(a) an Estimate for
               Operating Expenses for the then current Calendar Year, (b)
               an estimate for Taxes for the then current Calendar Year,
               and (c) an estimate of Tenant's Tax and Operating Expense
               Overage for the then current Calendar Year (the "Tax and
               Operating Expense Statement").  In the event that such
               actual Taxes and Operating Expenses for the prior Calendar
               Year are not available by January 31, Landlord shall have
               until March 31 of such current Calendar Year to provide such
               actual Taxes and Operating Expense Statement, but in any
               event shall provide an estimate of such Taxes and Operating
               Expenses for said applicable Calendar Year by January 31 of
               the then current Calendar Year along with (a) an estimate
               for Operating Expenses for the then current Calendar Year,
               (b) an estimate for Taxes for the then current Calendar Year
               and (c) an estimate of Tenant's Tax and Expense Overage for
               the then current Calendar Year.  Notwithstanding that such
               Taxes and Operating Expense provided by January 31 for the
               applicable Calendar Year are actual or estimated, the
               Landlord shall set Additional Rent for the then current
               Calendar Year no later than January 31 of the then current
               Calendar Year, which Additional Rent shall be apportioned
               over a twelve month period and payable in monthly
               installments of Additional Rent commencing with the next
               installment of Fixed Rent, except that the payments for
               estimated Operating Expense and Taxes applicable to January,
               February and March of the then current Calendar Year shall
               be due and payable on March 1st of the then current Calendar
               Year.  Landlord's estimates shall be supported by documented
               evidence of any increases.

               Landlord shall provide Tenant with an itemized budget for
               Operating Expenses (the "Budget") for the then current
               Calendar Year on or before January 31 of the then current
               Calendar Year, and the reconciliation between the estimated
               and actual calculation of Operating Expenses and Taxes (the
               "Landlord's Reconciliation") no later than March 31 of the
               then current Calendar Year.  Tenant shall have ninety (90)
               days after receipt of Landlord's Reconciliation to respond
               in writing of any dispute to the same.

               Landlord shall cause to be kept books and records showing
               Landlord's Operating Expenses in accordance with generally
               accepted accounting principles consistently applied. The
               amount of any refund of Taxes shall be credited against
               Taxes for the Calendar Year in which such refund is
               received; provided, however, in the event that Landlord
               receives a refund on account of Taxes after the expiration
               of the Term, which refund relates to a Calendar Year during
               the term, the amount of such refund fairly allocable to
               Tenant shall promptly be refunded to Tenant by Landlord. 
               All references to Taxes for a particular calendar year shall
               be deemed to refer to Taxes due and payable during such
               calendar year without regard to when wuch impositions are
               assessed or levied.

               All records that the Landlord is required to maintain
               hereunder or in compliance with applicable law shall be
               maintained by the Landlord for a period of two (2) years
               following the expiration of the calendar year to which such
               records relate.  The records maintained by Landlord shall
               include evidence for all charges payable with respect to
               Taxes and Operating Expenses.  Such records shall be
               maintained at the Project, or such other place within The
               Commonwealth of Massachusetts as Landlord shall designate
               from time to time for the keeping of such records.

               Tenant shall have the right, through its representatives, to
               examine, copy and audit all records of the Project
               maintained by Landlord which relate to the Tax and Expense
               Statement or the Landlord's Reconciliation at

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               reasonable times, but no more than once per Calendar Year,
               upon not less than thirty (30) days prior written notice,
               unless such examination or audit is being conducted in
               connection with a Tax and Operating Expense Statement or
               Landlord's Reconciliation, in which case Tenant shall,
               notwithstanding anything to the contrary contained herein,
               provide no less than five (5) days notice to Landlord prior
               to the expiration of ninety (90) days after receipt of
               Landlord's Reconciliation.  In the event that Tenant
               requests such review of said records, Tenant shall have one
               hundred-fifty (150) days after receipt of Landlord's
               Reconciliation (but not after August 31) to conduct an audit
               and provide the Landlord with results of such audit.  The
               cost of such audits shall be borne by Tenant.  If, as a
               result of such audit, it is determined that Tenant has
               overpaid Landlord on account of Operating Expenses, then the
               undercharged or overpaid party shall reimburse the other
               party for the payment due in a lump sum payment within
               thirty (30) days of the determination of the acutal charges.

               Notwithstanding anything contained to the contrary in this
               Lease, the initial responsibility for the payment of all
               Taxes with respect to the Building and the Project shall be
               upon the Landlord and the Landlord agrees to pay the same as
               requested by law, but in any event so as to assure the
               Tenant's right to occupy the Premises and to use the Common
               Areas of the Project shall not be disturbed or threatened. 
               Landlord shall provide Tenant with copies of all tax bills
               and a computation of Tenant's pro rata share thereof; in the
               event that any special assessments and payable, Tenant's pro
               rata share of the same shall be calculated as if such
               assessments were being paid by Landlord over the longest
               period of time permitted by applicable law.

               Further, notwithstanding anything to the contrary contained
               herein; (i) Tax Base shall be the Taxes for the 1999
               calendar year, and (ii) the Operating Expense Base shall be
               the Operating Expenses for the 1999 calendar year

     4.2.3     Monthly Payments of Expenses and Taxes as Additional Rent
               ---------------------------------------------------------

               Subject to Section 4.2.1, Tenant shall pay to Landlord in
               advance for each calendar month as Additional Rent an amount
               equal to 1/12th  of Tenant's estimated obligation.  The
               amount due shall be paid with Tenant's monthly payments of
               Rent and shall be credited by Landlord to Tenant's
               obligations.  If the total amount paid hereunder exceeds the
               actual amount due, such excess shall be credited by Landlord
               against the monthly installments of Additional Rent next
               falling due or shall be refunded to Tenant within thirty
               (30) days of the expiration or termination of this Lease
               (unless such expiration or termination is the result of an
               Event of Default, then such excess may be applied by
               Landlord to offset any other costs, fees or expenses due
               from Tenant to Landlord hereunder).

     4.2.4     Accounting Periods
               ------------------

               In all Tax and Expense Statements rendered, amounts for
               periods partially within and partially without the
               accounting periods shall be appropriately apportioned, and
               any items which are not determinable at the time of a
               statement shall be included therein on the basis of
               Landlord's estimate and with respect thereof Landlord shall
               render promptly after determination a supplemental statement
               and appropriate adjustment shall be made according thereto.

     4.2.5     Abatement of Taxes
               ------------------

               Landlord may at any time and from time to time make
               application to the appropriate Governmental Authority for an
               abatement of Taxes so long as, at Landlord's sole
               discretion, such application is not in violation of any of
               Landlord's TIFF covenants, or any other of Landlord's
               contracts made with any municipal, state or federal
               governmental entities.

4.3  INTENTIONALLY OMITTED

4.4  ELECTRIC SERVICE; PAYMENT AS ADDITIONAL RENT

     The Landlord shall provide 480/277, 120/208 volt, electrical services
     to the Premises, and shall make available for Tenant's electrical use,
     six (6) watts per RSF above the Building Base Electric Use (as defined
     below).  The Landlord shall make reasonable efforts to price
     electrical service for the Project.

     The "BUILDING BASE ELECTRIC USE" is that amount of wattage delivered
     to the Building from the switch gear available to power any and all
     Common Areas and appurtenances thereto.

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     The Landlord shall check meter electricity to the Premises, and shall
     bill Tenant directly for such electrical energy with no markup for
     Landlord's profit on the Tenant's electrical energy use (the "Electric
     Bill").  Landlord shall provide Tenant with said Electric Bill monthly
     upon its receipt of the same, which amount shall be due from Tenant as
     Additional Rent upon the later to occur of (a) twenty (20) days after
     the receipt fo the Electric Bill, or (b) with the next installment of
     Basic Rent, as set forth below.

4.5  PAYMENTS

     All payments of Fixed or Additional Rent shall be made to the Landlord
     or to such other person as Landlord may from time to time designate. 
     If any installment of Rent, Fixed or Additional, or on account of
     leasehold improvements is paid more than five (5) days after the due
     date thereof, at Landlord's election, it shall bear interest at the
     base rate announced from time to time by Fleet National Bank (or its
     successors) plus 400 basis points per annum on a perdiem basis from
     such due date, which interest shall be immediately due and payable as
     further additional rent.

                               ARTICLE V
                         LANDLORD'S COVENANTS
                         --------------------
                                   
5.1  LANDLORD'S COVENANTS DURING THE TERM

     Landlord covenants during the Term:

     5.1.1     Building Services - To furnish, through Landlord's employees
               or independent contractors, the services listed in Exhibit
               B;

     5.1.2     Additional Building Services - To furnish, through
               Landlord's employees or independent contractors, reasonable
               additional Building operation services upon reasonable
               advance request of Tenant at equitable rates from time to
               time established by Landlord to be paid by Tenant with the
               next monthly rent installment after receipt of bill by
               Landlord for said requested services;

     5.1.3     Repairs - Except as otherwise provided in Article VII, to
               make such repairs to the roof, exterior walls, exterior
               windows, exterior doors, floor slabs, load bearing columns,
               foundation, common facilities (including HVAC systems,
               plumbing and electrical systems) for the Building and common
               areas of the Lot as may be necessary to keep them in good
               and serviceable condition;

     5.1.4     Quiet Enjoyment - That Landlord has the right to make this
               Lease and that Tenant, 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
               claiming under Landlord, subject, however, to all the terms
               and provisions hereof;

     5.1.5     To keep the Premises equipped in accordance with
               Massachusetts Law with all fire and safety equipment
               mandated as the responsibility of Landlords; and ADA
               compliance

     5.1.6     Landlord's Workmen's Compensation Insurance - To keep all
               Landlord's employees working in the Premises covered by
               workmen's compensation insurance in statutory amounts.

5.2  INTERRUPTIONS

     Landlord shall not be liable to Tenant for any compensation or
     reduction of rent by reason of inconvenience or annoyance or for loss
     of business arising from power losses or shortages or from the
     necessity of Landlord's entering the Premises for any of the purposes
     in this Lease authorized, or for repairing the Premises or any portion
     of the Building or improvements or the Lot.  In case Landlord is
     prevented or delayed from making the repairs, alterations or
     improvements, or furnishing any service or performing any other
     covenant or duty to be performed on Landlord's part, by reason of any
     cause reasonably beyond Landlord's control, Landlord shall not be
     liable to Tenant therefore, nor, except as expressly otherwise
     provided in Article VII, shall Tenant be entitled to any abatement or
     reduction of rent by reason thereof,  or shall the same give rise to
     a claim in Tenant's favor that such failure constitutes, actual or
     constructive, total or partial, eviction from the Premises.

                                    7

<PAGE>

     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
     unnecessary inconvenience to Tenant by reason thereof.

     Notwithstanding anything herein contained to the contrary, this
     paragraph shall not apply to power outages caused by Landlords failure
     or neglect to pay utility fees or the Landlord's failure to properly
     maintain the on site distribution systems.

                              ARTICLE VI
                          TENANT'S COVENANTS
                          ------------------

6.1  TENANT'S COVENANTS DURING THE TERM

     Tenant covenants during the Term and such further time as Tenant
     occupies any part of the Premises:

     6.1.1     Tenant's Payments - to pay when due (a) all Fixed Rent and
               Additional Rent, (b) all Taxes which may be imposed on 
               Tenant's personal property in the Premises (including,
               without limitation, Tenant's fixtures and equipment)
               regardless to whomever assessed, (c) all charges by public
               utilities for telephone and other utility services
               (including service inspections thereof) rendered to the
               Premises not otherwise required hereunder to be furnished by
               Landlord without charge and not consumed in connection with
               any services required to be furnished by Landlord without
               charge, and (d) as Additional Rent, all charges of Landlord
               for services rendered pursuant to section 5.1.2 hereof;

     6.1.2     Repairs and Yielding Up - Except as otherwise provided in
               Article VII and Section 5.1.3, to keep the Premises in good
               order, repair and condition, reasonable wear and damage from
               casualty only excepted, and at the expiration or termination
               of this Lease peaceably to yield up the Premises and all
               changes and additions therein in such order, repair and
               condition, first removing all goods and effects of Tenant
               and any items, the removal of which is required by agreement
               or specified therein to be removed at Landlord's election,
               at Tenant's sole cost and expense,  and which Landlord
               requires to be removed, and repairing all damage caused by
               such removal and restoring the Premises and leaving them
               clean and neat, at Tenant's sole cost and expense; any
               property not so removed shall be deemed abandoned and may be
               removed and disposed of by Landlord, in such manner as
               Landlord shall determine, and Tenant shall pay Landlord the
               entire cost and expense incurred by it by effecting such
               removal and disposition and in making any incidental repairs
               and replacements to the Premises for use and occupancy
               during the period after the expiration of the Term;  it
               being agreed that the acceptance of reasonable use and wear
               shall not apply so as to permit Tenant to keep the Premises
               and the use reasonably made thereof, or in less than good
               and tenant-like repair;

     6.1.3     Occupancy and Use - Continuously from the Commencement Date,
               to use and occupy the Premises only for the Permitted Uses;
               and not to injure or deface the Premises, Building or Lot;
               and not to permit in the Premises any auction sale,
               nuisance, or the emission from the Premises of any
               objectionable noise or odor; nor any use thereof which is
               improper, offensive, contrary to law or ordinance, or liable
               to invalidate or increase the premiums for any insurance on
               the Building or its contents or liable to render necessary
               any alteration or addition to the Building;

     6.1.4     Rules and Regulations - To comply with all Rules and
               Regulations reasonably adopted by Landlord now or hereafter
               , of which Tenant has been given notice and received copies,
               for the care and use of the Building and Lot and their
               facilities and approaches, it being understood that Landlord
               shall not be liable to Tenant for the failure of other
               tenants of the Building to conform to such Rules and
               Regulations;

     6.1.5     Safety Appliances - To keep the Premises equipped with all
               safety appliances required by law or ordinance or any other
               regulation of any public authority, because of permits so
               required because of such use and, if requested by Landlord,
               to do any work so required because of such use, it being
               understood that the foregoing provisions shall not be
               construed to broaden in any way Tenant's Permitted Uses;

     6.1.6     Assignment and Subletting - Not without prior written
               consent of Landlord, which consent shall not be unreasonably
               withheld, to assign this Lease, to make any sublease, or to
               permit occupancy of the Premises or any part thereof by
               anyone other than Tenant, voluntarily or by operation of
               law, it being understood that (i) in no event shall Landlord
               consent to any such assignment, sublease or occupancy if the
               same is on terms

                                    8

<PAGE>

               more favorable to the successor occupant than to the then
               occupant or to the current rates being marketed, to a
               perspective Subleases, by Landlord for similar space , and
               (ii) if Tenant is a corporation, any transfer of fifty
               percent (50%) or more of the voting stock of Tenant or its
               merger with another corporation, trust, partnership, or
               entity without Landlord's prior written notice shall not be
               deemed an event of default, provided that the surviving
               entity is of equal or greater net worth as Tenant hereunder;
               as Additional Rent, to reimburse Landlord promptly for
               reasonable legal and other expenses incurred by Landlord in
               connection with any request by Tenant for consent to
               assignment or subletting; no assignment or subletting shall
               affect the continuing primary liability of Tenant (which,
               following assignment, shall be joint and several with the
               assignee); no consent to any of the foregoing in a specific
               instance shall operate as waiver in any subsequent instance. 
               If Tenant requests Landlord's consent to assign this Lease
               or sublet more than seventy percent (70%) of the Premises,
               Landlord shall have the option, exercisable by written
               notice to Tenant given within ten (10) days after receipt of
               such request, to terminate this Lease as of a date specified
               in such notice which shall be not less than thirty (30), or
               more than sixty (60), days after the date of such notice;
               and any rental received by Tenant from a sub-tenant must be
               remitted to Landlord;

               If Landlord approves a sublease and said sublease is for a
               total rental amount which on an annualized basis is greater
               than the Fixed Rent and Additional Rent due from Tenant to
               Landlord under this Lease, Tenant shall pay to Landlord,
               forthwith upon Tenant's receipt of each installment of such
               excess Fixed Rent and Additional Rent, during the term of
               any approved sublease, as Additional Rent hereunder, in
               addition to the Fixed Rent and Additional Rent and other
               payments due under this Lease, an amount equal to One
               Hundred percent (100%) of the positive excess between all
               Fixed Rent and Additional Rent received by Tenant under the
               sublease and the aggregate of the Fixed Rent and Additional
               Rent due hereunder.

     6.1.7     To defend, with counsel reasonably acceptable to Landlord,
               save harmless, and indemnify Landlord from any liability for
               injury, loss, accident or damage to any person or property
               and from any claims, actions, proceedings and expenses and
               costs in connection therewith (including, without implied
               limitation, reasonable counsel fees):  (i) arising from the
               omission, fault, willful act, negligence or other misconduct
               of Tenant or from any use made or thing done or occurring on
               the Premises not due to the omission, fault, willful act,
               negligence or other misconduct of Landlord, its agents or
               employees, or (ii) resulting from the failure of Tenant to
               perform and discharge its covenants and obligations under
               this Lease;

     6.1.8     Tenant's Liability Insurance - To maintain public liability
               insurance in the Premises in amounts which shall, at the
               beginning of the Term, be at least equal to the limits set
               forth in Section 1.1 and, from time to time during the Term,
               shall be for such higher limits, if any, as are customarily
               carried in the area in which the Premises are located on
               property similar to the Premises and used for similar
               purposes and to furnish Landlord with the certificates
               thereof naming Landlord as named insured provided further
               that such insurance shall provide that it may not be
               cancelled or terminated without thirty (30) days prior
               written notice to Landlord;

     6.1.9     Tenant's Workmen's Compensation Insurance - To keep all
               Tenant's employees working in the Premises covered by
               workmen's compensation insurance in statutory amounts and to
               furnish Landlord with certificates thereof provided further
               that such insurance shall provided that it may not be
               cancelled or terminated without thirty (30) days prior
               written notice to Landlord;

     6.1.10    Landlord's Right of Entry - To permit Landlord and
               Landlord's agents entry to examine the Premises at
               reasonable times (provided that Landlord shall use
               reasonable efforts to minimize any interference with
               Tenant's business caused by any entry pursuant to this
               Section) and, if Landlord shall so elect, to make repairs or
               replacements; to remove, at Tenant's expense, any changes,
               additions, signs, curtains, blinds, shades, awnings,
               aerials, flagpoles, or the like not consented to in writing;
               and to show the Premises to prospective tenants during the
               twelve (12) months preceding expiration of the Term and to
               prospective purchasers and mortgagees at all reasonable
               times. In the event of an emergency, which shall be the sole
               judgement of the Landlord, Landlord shall not be required to
               give said aforementioned notice;

     6.1.11    Loading - Not to place a load upon the Premises exceeding an
               average rate of fifty (50) pounds of live load per square
               foot of floor area; Tenant's business machines and
               mechanical equipment which cause vibration or noise that may
               be transmitted to the Building structure or to another
               leased space in the Building shall be placed and maintained
               by Tenant in settings of cork, rubber, spring, or other
               types of vibration or noise eliminators sufficient to
               eliminate such vibration or noise;

                                    9

<PAGE>

     6.1.12    Landlord's Costs - In case Landlord shall be made party to
               any litigation commenced against Tenant or against any
               parties in possession of the Premises or any part thereof
               claiming under Tenant, to pay, as Additional Rent, all costs
               including, without implied limitation, reasonable counsel
               fees incurred by Landlord in connection with the successful
               enforcement by Landlord of any obligations of Tenant under
               this Lease;

     6.1.13    Tenant's Property - All furnishings, fixtures, equipment,
               effects and property of every kind, nature and description
               of Tenant and of all persons claiming by, through or under
               Tenant which, during the continuance of this Lease or any
               occupancy of the Premises by Tenant or anyone claiming under
               Tenant, may be on the Premises or elsewhere in the Building
               or on the Lot 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 not resulting from
               the intentional or grossly negligent act or omission of
               Landlord, its servants, agents and employees, no part of
               said loss or damage is to be charged to or to be borne by
               Landlord;

     6.1.14    Labor or Materialmen's Liens - To pay promptly when due the
               entire cost of any work done on the Premises by Tenant, its
               agents, employees, or independent contractors; not to cause
               or permit any liens for labor or materials performed or
               furnished in connection therewith to attach to the Premises;
               and immediately to discharge any such liens which may so
               attach;

     6.1.15    Changes or Additions - Not to make any changes or additions
               to the Premises without Landlord's prior written consent,
               provided that Landlord's consent to non-structural changes
               or additions (specifically excluding signs or other changes
               visible from the exterior of the Premises) shall not be
               unreasonably withheld or delayed; Tenant agrees to use the
               services of  Landlord's General Contractor for any such
               Changes or Additions.

     6.1.16    Holdover - To pay to Landlord twice the total of the Fixed
               Rent and Additional Rent then applicable for each month or
               portion thereof should Tenant retain possession of the
               Premises or any part thereof after the termination of this
               Lease without the express written consent of the Landlord,
               whether by lapse of time or otherwise, and also to pay all
               damages sustained by Landlord on account thereof; the
               provisions of this subsection shall not operate as a waiver
               by Landlord of any right of re-entry provided in this Lease.

                              ARTICLE VII
                          CASUALTY AND TAKING
                          -------------------
                                   
7.1  CASUALTY AND TAKING

     In case during the Term all or any substantial part of the Premises,
     the Building, the Project, or Lot or any one or more of them, are
     damaged materially by fire or any other cause or by action of public
     or other authority in consequence thereof or are taken by eminent
     domain or Landlord receives compensable damage by reason of anything
     lawfully done in pursuance of public or other authority, this Lease
     shall terminate at Landlord's election, which may be made,
     notwithstanding that Landlord's entire interest may have been
     divested, by notice given to Tenant within thirty (30) days after the
     occurrence of the event giving rise to the election, to terminate,
     which notice shall specify the effective date of termination which
     shall not be less than fifteen (15), nor more than thirty (30), days
     after the date of notice of such termination.  If in any such case the
     Premises are rendered unfit for use and occupancy and the Lease is not
     so terminated, Landlord shall use due diligence to put the Premises,
     or, in case of taking, what may remain thereof (excluding any items
     installed or paid for by Tenant which Tenant may be required or
     permitted to remove) into proper condition for use and occupation to
     the extent permitted by the net award of insurance or damages, and
     just proportion of the Fixed Rent and Additional Rent according to the
     nature and extent of the injury shall be abated until the Premises or
     such remainder shall have been put by Landlord in such condition; and
     in case of a taking which permanently reduces the area of the
     Premises, a just proportion of the Fixed Rent and additional rent
     shall be abated for the remainder of the Term.  In the event that
     Landlord estimates that it will take more than six (6) months to
     restore the premises to proper condition, Tenant may terminate this
     Lease by notice to Landlord given within fifteen (15) days of the date
     of Landlord's notice to Tenant. Landlord will notify Tenant within
     thirty (30) days of Casualty or Taking of its estimate of damage and
     whether it intends to restore.

                                   10

<PAGE>

7.2  RESERVATION OF AWARD

     Landlord reserves to itself any and all rights to receive awards made
     for damages to the Premises, Building, Project or Lot and the
     leasehold hereby created, or any one or more of them, accruing by
     reason of exercise of eminent domain or by reason of anything lawfully
     done in pursuance of public or other authority.  Tenant hereby
     releases and assigns to Landlord all Tenant's right to such awards,
     and covenants to deliver such further assignments and assurances
     thereof as Landlord may from time to time request. It is agreed and
     understood, however, and Tenant does not assign to Landlord, any
     damages payable for (i) moveable trade fixtures installed by Tenant or
     anybody claiming under Tenant, at its own expense, or (ii) relocation
     expenses recoverable by Tenant from such authority in a separate
     action.

                             ARTICLE VIII
                                DEFAULT
                                -------

8.1  EVENTS OF DEFAULT

     If any default by Tenant (of which Landlord is not required to give
     written notice more than one (1) time per calendar year) continues for
     more than five (5) days after notice, in case of Fixed Rent or
     Additional Rent, or in any other case for more than thirty (30) days
     and such additional time, if any, as is reasonable necessary to cure
     the default if the default is of such a nature that it cannot
     reasonable by cured in thirty (30) days; or if Tenant makes any
     assignment for the benefit of creditors, or files a petition under any
     bankruptcy or insolvency law; or if such a petition is filed against
     Tenant and is not dismissed within thirty (30) days; or if a receiver
     or similar officer becomes entitled to Tenant's leasehold hereunder,
     and it is not returned to Tenant within ninety (90) days, or if such
     leasehold is taken on execution or other process of law in any action
     against Tenant then, and in any such cases, Landlord and the agents
     and servants of Landlord may, in addition to and not in derogation of
     any remedies for any preceding breach of covenant, immediately or at
     any time thereafter while such default continues and without further
     notice and in compliance with applicable law enter into and upon the
     Premises or any part thereof in the name of the whole or mail a notice
     of termination addressed to Tenant at the Premises 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
     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 upon such entry or mailing as
     aforesaid, this Lease shall terminate, but Tenant shall remain liable
     as hereinafter provided.  Landlord may, in the event Tenant fails or
     refuses to vacate the Premises, remove and store Tenant's effects and
     those of any person claiming through or under Tenant at the expense of
     Tenant.

8.2  TENANT'S OBLIGATION AFTER TERMINATION

     In the event that this Lease is terminated under any of the provisions
     contained in Section 8.1 or shall be otherwise terminated for breach
     of any obligation of Tenant, Tenant covenants to pay forthwith to
     Landlord, as compensation, if Landlord so elects, the excess of the
     total Rent reserved for the residue of the Term over the rental value
     of the Premises for said residue of the Term, discounted to its
     present value.  In calculating the rent reserved, there shall be
     included, in addition to the Fixed Rent and all Additional Rent, the
     value of all other consideration agreed to be paid or performed by
     Tenant for said residue.  Tenant further covenants, as alternative to
     the payment described in the preceding sentence, a cumulative
     obligation after any such ending to pay punctually to Landlord all the
     sums and perform all the obligations which Tenant covenants in this
     Lease to pay and to perform in the same manner and to the same extent
     and at the same time as if this Lease had not been terminated.  In
     calculating the amounts to be paid by Tenant under the next foregoing
     covenant, Tenant shall be credited with any amount paid to Landlord as
     compensation as provided in the first sentence of this Section 8.2 and
     also with the net proceeds of any rents obtained by Landlord by re-
     letting the Premises, after deducting all Landlord's reasonable
     expenses in connection with such re-letting, including, without
     implied limitation, all repossession costs, brokerage commissions,
     fees for legal services and expense of preparing the Premises for such
     re-letting, it being agreed by Tenant that Landlord may (i) re-let the
     Premises or any part 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 and may grant
     such concessions and free rent as Landlord in its sole judgement
     considers advisable or necessary to re-let the same, and (ii) make
     such alterations, repairs and decorations in the Premises as Landlord
     in its sole judgement considers advisable or necessary to re-let the
     same, and no action of Landlord in accordance with the foregoing or
     failure to re-let or to collect rent under re-letting shall operate or
     be construed to release or reduce Tenant's liability as aforesaid.

     Nothing contained in this Lease shall, however, limit or prejudice the
     right of Landlord to prove and obtain in proceedings for bankruptcy or
     insolvency by reason of the termination of this Lease, an amount equal
     to the maximum allowed by any statute or rule of law in effect at the
     time when, and governing the proceedings in which, the damages

                                   11

<PAGE>

     are to be proved, whether or not the amount be greater, equal to, or
     less than the amount of the loss or damages referred to above.

                              ARTICLE IX
                             MISCELLANEOUS
                             -------------
                                   
9.1  TITLES

     The titles of the Articles are for convenience and are not to be
     considered in construing this Lease.

9.2  NOTICE OF LEASE

     Upon request of either party, both parties shall execute and deliver,
     after the term begins, a short form of this Lease in a form
     appropriate for recording or registration, and if this Lease is
     terminated before the term expires, an instrument in such form
     acknowledging the date of termination.

9.3  RELOCATION

     Landlord reserves the right to relocate the Premises to comparable
     space with comparable access within the Building or another building
     in the office park in which the Building is located by giving Tenant
     one hundred twenty (120) days written notice of such intention to
     relocate at any time after the first anniversary of the Commencement
     Date.  If, within thirty (30) days after receipt of such notice,
     Landlord and Tenant have not agreed on the space to which the Premises
     are to be relocated and the timing of such relocation, this Lease
     shall terminate on that date which is ninety (90) days after Tenant's
     receipt of such notice.  If Landlord and Tenant do so agree, then
     effective on the date of such relocation, this Lease shall be amended
     by deleting the description of the original Premises and substituting
     therefore a description of such comparable space.  Landlord agrees to
     pay the reasonable costs of moving Tenant to such other space within
     the Building or the Complex, including the expense of comparable
     leasehold improvements. Such reasonable costs to include all
     additional costs caused by the move including but not limited to
     charges associated with changes to Tenant's telecommunications or
     internet  carriers and changes to sales or ancillary materials
     containing tenant's address or directions to Tenant's offices.

9.4  NOTICES FROM ONE PARTY TO THE OTHER

     No notice, approval, consent requested or election required or
     permitted to be given or made pursuant to this Lease shall be
     effective unless the same is in writing delivered by mail or in hand. 
     Communications shall be addressed, if to Landlord, at Landlord's
     Address or at such other address as may have been specified by prior
     notice to Tenant and, if to Tenant, at Tenant's Address or at such
     other place as may have been specified by prior notice to Landlord. 
     Any communication so addressed shall be deemed duly served if mailed
     by registered or certified mail, return receipt requested, and shall
     be deemed received on the earlier of (i) the third (3rd) business day
     after the date of mailing or (ii) the date of actual receipt.

9.5  BIND AND INURE

     The obligations of the Lease shall run with the land, and this Lease
     shall be binding upon and inure to the benefit of the parties hereto
     and their respective successors and assigns, except that the Landlord
     named herein and each successive owner of the Premises shall be liable
     only for the obligations accruing during the period of its ownership. 
     Neither the Landlord named herein nor any successive owner of the
     Premises, whether an individual, trust, a corporation or otherwise
     shall have any personal monetary liability beyond their equity
     interest in the Premises.

9.6  NO SURRENDER

     The delivery of keys and access cards to any employees of Landlord or
     to Landlord's agent or any employee thereof shall not operate as a
     termination of this Lease or a surrender of the Premises.

9.7  NO WAIVER, ETC.

     The failure of Landlord or of Tenant to seek redress for violation of,
     or to insist upon the strict performance of a covenant or condition of
     this lease or, with respect to such failure of Landlord, any of the
     Rules and Regulations

                                   12

<PAGE>

     referred to in Section 6.1.4, whether heretofore or hereafter adopted
     by Landlord, 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, nor shall the failure of Landlord to enforce any of said
     Rules and Regulation against any other tenant in the Building be
     deemed a waiver of any such Rules and Regulations.  The receipt by
     Landlord of Fixed Rent or Additional Rent with knowledge of the breach
     of any covenant of this Lease shall not be deemed a waiver of such
     breach by Landlord, unless such waiver be in writing signed by
     Landlord. The payment to Landlord of Fixed Rent or Additional Rent
     with knowledge of the breach of any covenant of this Lease shall not
     be deemed a waiver of such breach by Tenant, unless such waiver be in
     writing signed by Tenant.  No consent or waiver, express or implied,
     by Landlord or Tenant to or of any breach of any agreement or duty
     shall be construed as a waiver or consent to or of any other breach of
     the same or any other agreement or duty.

9.8  NO ACCORD AND SATISFACTION

     No acceptance by Landlord of a lesser sum than the Fixed Rent and
     Additional Rent then due shall be deemed to be other than on account
     of the earliest installment of such Fixed Rent and Additional Rent
     due, nor shall any endorsement or statement on any check or any letter
     accompanying any check or payment as Rent be deemed as 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 in this Lease provided.

9.9  CUMULATIVE REMEDIES

     The specific remedies to which Landlord or Tenant may resort under the
     terms of this Lease are cumulative and are not intended to be
     exclusive of any other remedies or means of redress to which it may be
     lawfully entitled in case of any breach or threatened breach by either
     party of any provisions of this Lease.  In addition to the other
     remedies provided in this Lease, Landlord and Tenant shall each be
     entitled to the restraint by injunction of the violation or attempted
     or threatened violation of any of the covenants, conditions or
     provisions of this Lease or to a decree compelling specific
     performance of any such covenants, conditions or provisions.

9.10 PARTIAL INVALIDITY

     If any terms of this Lease, or the application thereof to any person
     or circumstances shall to any extent be invalid or unenforceable, the
     remainder of this Lease, or the application of such term to persons or
     circumstances other than those as to which it is invalid or
     unenforceable, shall not be affected thereby, and each term of this
     Lease shall be valid and enforceable to the fullest extent permitted
     by law.

9.11 LANDLORD'S RIGHT TO CURE

     If Tenant, after proper notice is given by Landlord if required
     hereunder, shall at any time default in the performance of any
     obligation under this Lease, and if such default shall continue after
     the expiration of any applicable cure periods, Landlord shall have the
     right, but shall not be obligated, to enter upon the Premises and to
     perform such obligation, notwithstanding the fact that no specific
     provision for such substituted performance by Landlord is made in this
     Lease with respect to such default.  In performing such obligation,
     Landlord may make any payment of money or perform any other act.  All
     sums so paid by Landlord (together with interest at the rate of four
     hundred (400) basis points per annum in excess of the then prime rate
     of interest being charged by Fleet National Bank or its successors),
     and all necessary incidental costs and expenses in connection with the
     performance of any such act by Landlord, shall be deemed to be
     additional rent under this Lease and shall be payable to Landlord
     immediately on demand.  Landlord may exercise the foregoing right
     without waiving any other of its rights or releasing Tenant from any
     of its obligations under this Lease.

9.12 ESTOPPEL CERTIFICATE

     Tenant agrees on the Commencement Date, and from time to time
     thereafter, upon not less than fifteen (15) days prior written request
     by Landlord, to execute, acknowledge and deliver to Landlord a
     statement in writing, in language acceptable to Landlord's Lender, in
     the form attached hereto as Exhibit D. Any such statements delivered
     pursuant to this Section 9.12 may be relied upon by any prospective
     purchaser or mortgagee of premises which include the Premises or any
     prospective assignee of any such mortgagee.

                                   13

<PAGE>

9.13 WAIVER OF SUBROGATION

     Any insurance carried by either party with respect to the Premises and
     property therein or occurrences thereon, shall if the other party so
     requests and it can be so written without additional premium which the
     other party agrees to pay, include a clause or endorsement denying to
     the insurer rights of subrogation against the other party to the
     extent rights have been waived by the insured prior to occurrence of
     injury or loss.  Each party, notwithstanding any provisions of this
     Lease to the contrary, hereby waives any rights of recovery against
     the other for injury or loss due to hazards covered by insurance
     containing such clause or endorsement to the extent of the
     indemnification received thereunder.

9.14 BROKERAGE

     Tenant represents and warrants that it has dealt with no broker other
     than john Hamilton and CB Richard Ellis/Whittier Partners. Said broker
     shall be compensated by Landlord under a separate agreement. Tenant,
     in connection with this transaction, agrees to defend, indemnify and
     save Landlord harmless from and against any and all claims for a
     commission arising out of this Lease and arising out of a relationship
     between Tenant and a broker other than the aforementioned.

9.15 QUIET ENJOYMENT

     9.15.1    Landlord's Covenant
               -------------------

               Provided that an Event of default has not occurred and is
               not then continuing, Tenant shall, subject to the Permitted
               Exceptions, quietly have and enjoy the Premises during the
               Lease Term, without hindrance or molestation from any Person
               claiming by, though or under Landlord.

     9.15.2    Subordination
               -------------

               This Lease is and shall be subject and subordinate to any
               mortgage now or hereafter on the Building and to each
               advance made or hereafter to be made under any mortgagee,
               and to all renewals, modifications, consolidations,
               replacements and extensions thereof and all substitutions
               therefore at the election of the holder of any such
               mortgage, provided the holder of any such mortgage
               recognized Tenant's rights hereunder.  To effectuate such
               subordination, Tenant and such holder shall execute and
               deliver promptly any subordination, non-disturbance and
               attornment agreement ("SNDA") that Landlord or any
               mortgagee, in language acceptable to mortgagee, may
               reasonably request.  The election by said mortgagee to
               subordinate any such presently existing mortgage to this
               Lease shall be exercisable by filing with the appropriate
               recording office a notice of such election (the
               "SUBORDINATION NOTICE"), whereupon this Lease shall have
               priority over such mortgage.  A copy of such filing shall be
               given to Tenant.  Such election by the holder of any
               presently existing mortgage shall not affect priority with
               respect to this Lease of any other presently existing
               mortgage.  In the event that any mortgagee shall succeed to
               the interest of Landlord then this Lease shall continue in
               full force and effect, provided that Tenant is not then in
               default under this Lease beyond the expiration of any
               applicable notice or grace period, and Tenant shall and does
               hereby agree to attorn to such mortgagee and to recognize
               such mortgagee as its Landlord.  Within thirty (30) days of
               the date hereof, Landlord shall deliver to Tenant, and
               Tenant shall execute and deliver, a commercially reasonable
               SNDA from all mortgagees with respect to the Building, in
               the Lender's form annexed hereto and made a part hereof as
               Exhibit "D", "SUBORDINATION". Upon the execution and
               delivery of an SNDA, the provisions of such SNDA shall
               control in the event of any inconsistency between the
               provisions of such SNDA and the provisions of section 9.15
               of this Lease.

               Any mortgage or other voluntary lien or other encumbrance
               recorded subsequent to the recording of the Subordination
               Notice shall be subject and subordinate to this Lease unless
               Landlord and the holder of any such subsequent mortgage and
               the holders of all mortgages prior to such subsequent
               mortgage elect to subordinate this Lease to such subsequent
               mortgage and to any and all advances thereafter made
               thereunder and to the interest of the holder thereof in the
               Premises, such election to be exercisable by Landlord and
               all such holders by filing with the appropriate recording
               office (a) notice of such election and (b) an agreement
               between the holder of such subsequent mortgage and Tenant,
               consented to by holders of all mortgages having priority
               over such subsequent mortgage, by the terms of which such
               holder will agree to recognize the rights of Tenant under
               this Lease and to accept Tenant as tenant of the Premises
               under the terms and conditions of this Lease in the event of
               acquisition of title by such holder through foreclosure
               proceedings or otherwise and Tenant will agree to recognize
               the holder of such subsequent mortgage as Landlord in such
               event, which

                                   14

<PAGE>

               agreement shall be made expressly to bind and inure to the
               successors and assigns of Tenant and of such holder and upon
               anyone purchasing said Premises at any foreclosure sale
               brought by such holder.  Tenant and Landlord agree to
               execute and deliver any appropriate instruments necessary to
               carry out the agreements contained in this Section 9.15.2.

     9.15.3    Notice to Mortgagee
               -------------------

               No act or failure to act on the part of Landlord which would
               entitle Tenant under the terms of this Lease, or by law, to
               be relieved of Tenant's obligations hereunder or to
               terminate this Lease, shall result in a release or
               termination or such obligations or a termination of this
               Lease unless (i) Tenant shall have first given written
               notice of Landlord's act or failure to act to Landlord's
               mortgagees of record (provided Tenant has been given written
               notice of the identity of such mortgagee), if any,
               specifying the act on the part of Landlord which could or
               would give basis to Tenant's rights; and (ii) such
               mortgagees, after receipt of such notice, have had the same
               opportunity to cure such default as afforded Landlord; but
               nothing contained in this Section 9.15.3 shall be deemed to
               impose any obligation on any such mortgagees to correct or
               cure any such condition.

     9.15.4    Other Provisions Regarding Mortgagees
               -------------------------------------

               If this Lease or the Fixed Rent and Additional due hereunder
               is assigned to a mortgagee as collateral security for a
               loan, no such mortgagee shall be deemed to have assumed any
               of Landlord's obligations hereunder solely as a result of
               said assignment.  A mortgagee to whom this Lease has been so
               assigned shall be deemed to have assumed such obligations
               only if (i) by the terms of the instrument of assignment
               such mortgagee specifically elects to assume such
               obligations or (ii) such mortgagee has (a) foreclosed its
               mortgage, (b) accepted a deed in lieu thereof, or (c) taken
               possession of the Premises by entry or otherwise.  Even if
               such mortgagee assumes the obligations of Landlord
               hereunder, such mortgagee will be liable for breaches of any
               Landlord's obligations hereunder only to the extent such
               breaches occur or continue during the period of ownership by
               the mortgagee after foreclosure (or any conveyance by a deed
               in lieu thereof), all as set forth hereof.  Tenant may from
               time to time, as mortgagees requires, be required to provide
               mortgagee with certain financial information pertaining to
               the Tenant as mortgagee may reasonably request.

9.16 SIGNAGE

     To protect the architectural integrity and appearance of the Building,
     all signs or lettering, if any, visible from the exterior of the
     Building or from the lobby, public corridors or any other common area
     of the Building must be submitted to Landlord for written approval of
     the size, color, design, and location of such signs or lettering
     before installation.

     Landlord agrees that it shall include Tenant's name and location in
     any standard Building directory at the sole cost and expense of the
     Landlord. Tenant agrees to allow Landlord to use its name and logo in
     publicity, announcements of tenancy and marketing in connection with
     the Project.

9.17 SECURITY DEPOSIT - $20,000.00
     In the event that Tenant shall fully and faithfully comply with all of
     the terms, provisions, covenants and conditions of this lease
     agreement, the security deposit shall be returned to Tenant, , after
     the date fixed as the end of the lease agreement and after delivery of
     the entire possession of the Leased Premises to Landlord.


9.18 INTENTIONALLY OMITTED

9.19 FORCE MAJURE

     In the event that Landlord or Tenant shall be delayed, hindered in or
     prevented from the performance of any act required hereunder by reason
     of Force Majure, then performance of such act shall be excused for the
     period of the delay and the period for the performance of any such act
     shall be extended for a period equivalent to the period of such delay;
     provided, however, unless such Force Majure event shall be in a nature
     of earthquake, hurricane, or other like disaster, the party seeking
     such delay shall promptly notify the other party to benefit from the
     terms hereof.

     For the purposes of this Lease Force Majure shall be defined as; Acts
     of God, strikes, lockouts, labor troubles, inability to provide
     materials, failure of power, restrictive legal requirements, riots and
     insurrection, acts of public

                                   15

<PAGE>

     enemy, wars, earthquakes, hurricanes or other natural disasters,
     fires, explosions, any act, failure to act, or default of the other
     party of this Lease.



     EXECUTED as a sealed instrument on the day and year first above
written.


WITNESSES:                              WELLESLEY/ROSEWOOD MAYNARD MILLS
                                        LIMITED PARTNERSHIP

/s/ ROBERT D. MCGUIRE              By: /s/ ROBERT W. MCNAMARA, JR.
--------------------------------      ----------------------------------
                                        Name: Robert W. McNamara, Jr.
                                        Title: Project Director


WITNESSES:                              SOFTLOCK SERVICES, INC.

/s/ ROBERT D. MCGUIRE              By: /s/ KEITH LORIS
--------------------------------      ----------------------------------
                                        Name: Keith Loris
                                        Title: CEO









                                   16

<PAGE>

                               EXHIBIT A
                          TENANT'S SPACE PLAN
                          -------------------



















                                   17

<PAGE>

                               EXHIBIT B
                          LANDLORD'S SERVICES
                          -------------------

Landlord shall pay the following sums in full with respect to the premises:

1.   All costs for providing reasonable HVAC (whether by consumption of
     oil, natural gas, common area electricity or otherwise). Reasonable to
     be defined as a complete year round heating, ventilating and air
     conditioning system as required to provide a uniform temperature of 72
     degrees in all areas of the floor with 10 degrees outside for heating
     and 75 degrees with 89 degrees outside for cooling.

2.   All costs for providing on-going electricity to the common areas.

3.   All costs for providing water and/or sewer to the premises.

4.   All costs for snow plowing and/or shoveling to provide Tenant and
     Tenants customers and/or licensees access to the premises.

5.   All costs for cleaning of common areas.

6.   All HVAC systems will be operational from 7:30 a.m. to 7:30 p.m.
Monday through Friday and 8:30 a.m. to 1:00 p.m. on Saturdays.  Additional
service will be provided on an individual basis when requested by the
Tenant with 24 hour notice to Landlord for Monday through Saturday use and
48 hour notice for Sunday use and any additional charges incurred thereby,
will be assessed to the Tenant. There will be a fifty dollar ($50.00) per
hour charge, with a four (4) hour minimum for weekend use, for said
requested service. Tenant will be billed, as Additional Rent, for requested
HVAC service and payment for such will be due with the next monthly rent
installment .









                                   18

<PAGE>

                               EXHIBIT C
                                   
                        TENANT ESTOPPEL LETTER
                                   
TO:  Capital Company of America LLC and its successors and assigns
     (collectively, the "Lender")

RE:  Premises known as and located at Building No. Five of Clock Tower
     Place (a/k/a 146 Main Street), Maynard, Massachusetts (the "Building")

     The undersigned, SoftLock Services, Inc. ("Tenant"), does hereby
certify to the Lender as follows:

     1.   Tenant is the tenant under that certain lease dated ________,
          199_, between Tenant and Wellesley/Rosewood Maynard Mills Limited
          Partnership, as landlord ("Landlord"), as amended, modified or
          supplemented by__________, leasing a portion of the Building (the
          "Premises") as more particularly described in the said lease. 
          Said lease, as so amended, modified, or supplemented, is
          hereinafter referred to as the "Lease".

     2.   The Lease is in full force and effect and, except as set forth
          above, has not been amended, modified or supplemented.

     3.   The Lease represents the entire agreement between Tenant and
          Landlord with respect to the leasing and occupancy of the
          Premises, and there are no other agreements or representations of
          any kind between Landlord and Tenant with respect thereto. 
          Without limiting the foregoing, Tenant does not have any rights
          of first refusal for additional space, options to increase or
          relocate its space or options to purchase the Premises or any
          interest therein.

     4.   All obligations of Landlord to be performed or complied with by
          Landlord through the date hereof have been fully performed and
          complied with including, without limitation, any obligations of
          Landlord to prepare the Premises for Tenant's occupancy, and
          there exists no default or condition, state of facts or event
          that, with the passing of time or the giving of notice, or both,
          would constitute a default by Landlord in the performance of its
          obligations under the Lease.

     5.   All obligations of Tenant to be performed or complied with by
          Tenant through the date hereof have been fully performed and
          complied with and there exists no default or condition, state of
          facts or event that, with the passing of time or the giving of
          notice, or both, would constitute a default by Tenant in the
          performance of its obligations under the Lease.

     6.   The term of the Lease commences on ________ 199_, and shall
          expire on ________,____, unless sooner terminated in accordance
          with the terms of the Lease.  Tenant has no rights to extend the
          term of the Lease except as set forth below:


     7.   The current rent under the Lease is $_________ per month and has
          been paid for the period through __________. All additional rent
          and other charges have been paid for the current periods.

     8.   There are no existing offsets or defenses by Tenant to the
          payment of rent and other charges payable by Tenant or otherwise
          to the enforcement by Landlord of the Lease.

     9.   No security deposit or other security has been given to Landlord
          under the Lease except as follows:

     10.  There is no remaining free rent period or any unexpired
          concession in or abatement of rent other than set forth in the
          Lease.

     11.  Tenant is in sole possession of the Premises and has not
          assigned, sublet, pledged, mortgaged, transferred or otherwise
          conveyed all or any portion of its interest in the Premises or
          the Lease.

     12.  There are no actions, whether voluntary or otherwise, pending
          against Tenant under the bankruptcy or insolvency laws of the
          United States or of any state or territory of the United States.

                                   19

<PAGE>

     13.  Tenant understands and acknowledges that this certificate is
          delivered to, and shall be relied on by, the Lender in connection
          with an extension of a loan financing the Landlord's interest in
          the Building and the land on which it stands (the "Mortgaged
          Property").

     14.  Tenant agrees to promptly provide the Lender at its offices at
          Two World Financial Center, New York, New York 10281, Attention:
          Rhonda Nieder and Barry Funt, with copies of any notices of
          default given by or received by Tenant with respect to the Lease
          and/or the Premises.

                                   SoftLock Services, Inc.

                                   By: /s/ KEITH LORIS
                                      ----------------------------------
                                        Name: Keith Loris
                                        Title: CEO

Dated:_____________________









                                   20

<PAGE>

                               EXHIBIT D
                                   
             SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT


     This Subordination, Non-Disturbance and Attornment Agreement (this
"Agreement"), made as of _________________, 199__, by and between THE
CAPITAL COMPANY OF AMERICA LLC, a corporation organized under the laws of
Delaware and having an address at Two World Financial Center, New York, New
York 10281 (the "Lender"), and SOFTLOCK SERVICE, INC., having an address at
Five Clock Tower Place, suite 440, Maynard, MA 01754 (the "Tenant");


                         W I T N E S S E T H:
                          - - - - - - - - - -

     WHEREAS, by a lease (as the same may be amended from time to time, the
"Lease") dated __________, 199_, between Wellesley/Rosewood Maynard Mills
Limited Partnership (the "Landlord"), as landlord, and the Tenant, as
tenant, the Landlord leased to the Tenant a certain portion of the building
known as and located at Building No. Five of Clock Tower Place (a/k/a 146
Main Street) Maynard Massachusetts, being more fully described in said
Lease (the "Premises");

     WHEREAS, the Landlord has executed and delivered to the Lender a
mortgage note in the original principal amount of Fifteen Million
($15,000,000) Dollars, which note is secured by, among other things, a
mortgage or deed of trust (which mortgage or deed of trust, and all
amendments, renewals, increases, modifications, replacements,
substitutions, extensions, spreaders, restatements and consolidations
thereof and all re-advances thereunder and additions thereto is referred to
as the "Mortgage") encumbering certain land being more particularly
described in Schedule A attached hereto (the "Land"), together with the
buildings and other improvements located or to be located thereon (such
buildings and other improvements and the Land, collectively, the "Mortgaged
Property") including, without limitation, the Premises.

     NOW, THEREFORE, the parties hereto, in consideration of the covenants
contained herein have agreed and hereby agree as follows:

     1.   The Lease, as the same may hereafter be modified, amended or
          extended, is and shall be subject and subordinate in each and
          every respect to the Mortgage, to all renewals, modifications,
          replacements and extensions thereof, to all terms, conditions and
          provisions thereof and to each and every advance heretofore made
          or hereafter made under the Mortgage.

     2.   The Lender agrees that if any action or proceeding is commenced
          by the Lender for the foreclosure of the Mortgage or the sale of
          the Mortgaged Property, the Tenant shall not be named as a party
          therein (unless required by law), and the sale of the Mortgaged
          Property in any such action or proceeding and the exercise by the
          Lender of any of its other rights under the Mortgage, or under
          the note secured by the Mortgage, shall be made subject to all
          rights of the Tenant under the Lease, provided that at the time
          of the commencement of any such action or proceeding and at the
          time of any such sale or exercise of any such other rights, the
          tenant shall not be in default under the terms, covenants or
          conditions of the Lease or of this Agreement on the Tenant's part
          to be observed or performed.

     3.   The Tenant shall concurrently give the Lender copies of all
          notices and other communications given by the tenant to the
          Landlord relating to (i) defaults or alleged defaults on the part
          of the Landlord or the Tenant under the Lease, (ii) any
          violations of any ordinances, statutes, laws, rules, codes,
          regulations or requirements of any governmental agency, and (iii)
          any assignment or subletting of all or any portion of the
          Premises.

     4.   In the event of any act or omission by the Landlord which would
          give the Tenant the right, either immediately or after the lapse
          of a period of time, to terminate the Lease, or to claim a
          partial or total eviction, the Tenant will not exercise any such
          right (i) until it has sent written notice of such act or
          omission to the Lender as provided herein, and (ii) unless the
          Lender shall have failed within sixty (60) days after receipt of
          such notice to cure such default or, if such default is not
          reasonably susceptible of cure within such sixty (60) days, the
          Lender shall not have commenced the cure of such default within
          sixty (60) days of receipt of such notice and thereafter
          diligently pursued such action.

     5.   In the event that the interest of the Landlord is transferred by
          reason of, or assigned in lieu of foreclosure or other
          proceedings for, enforcement of the Mortgage, then subject to the
          provisions of this Agreement, the Lease shall

                                   21

<PAGE>

          nevertheless continue in full force and effect and, upon the
          written request of the Lender, the tenant shall attorn to the
          Lender and shall recognize the Lender as its landlord.  Although
          the foregoing provision shall be self-operative, in order to
          confirm such attornment, upon the request of the Lender, the
          Tenant shall execute and deliver to the Lender (i) an agreement
          of attornment in form and content reasonably satisfactory to the
          Lender, at the Tenant's sole cost and expense, confirming the
          foregoing attornment and agreeing to perform all the terms
          covenants and conditions of the Lease on the Tenant's part to be
          performed for the benefit of such Lender with the same force and
          effect as if such Lender were the Landlord originally named in
          this Lease or (ii) a new lease with the Lender, as landlord, for
          the remaining term of the Lease and otherwise on the same terms
          and conditions and with the same options, if any, then remaining. 
          Nothing herein contained shall be construed however, to obligate
          the Lender to cure any default by the Landlord under the Lease
          occurring prior to any date on which the Lender shall succeed to
          the rights of the Landlord, it being expressly agreed that under
          no circumstances shall the Lender be obligated to remedy any such
          default.

     6.   If the Lender shall succeed to the interest of the Landlord, the
          Lender shall have no personal liability as successor to the
          Landlord, and the Tenant shall look only to the estate and
          property of the Lender in the Mortgaged Property of the proceeds
          thereof for the satisfaction of the Tenant's remedies for the
          collection of a judgement (or other judicial process) requiring
          the payment of money in the event of any default by the Lender as
          landlord under the Lease.  In addition, the Lender as holder of
          the Mortgage or as landlord under the Lease if it succeeds to
          that position, shall in no event (i) be liable to the Tenant for
          any act or omission of any prior landlord, (ii) be subject to any
          offset or defense which the tenant might have against any prior
          landlord, (iii) be liable to the Tenant for any liability or
          obligation of any prior landlord occurring prior to the date that
          the Lender or any subsequent owner acquires title to the
          Premises, or (iv) be liable to the Tenant for any security or
          other deposits given to secure the performance of the Tenant's
          obligations under the Lease, except to the extent that the Lender
          shall have acknowledged actual receipt of such security or other
          deposits in writing.  No other property or assets of the Lender
          shall be subject to levy, execution or other enforcement
          procedures for the satisfaction of the Tenant's remedies under or
          with respect to the Lease, the relationship of the landlord and
          the tenant thereunder or the Tenant's use or occupancy of the
          Premises.

     7.   All notices and other communications hereunder shall be sent by
          certified or registered mail (postage prepaid, return receipt
          requested) to the Lender at the address set forth above,
          Attention: Rhonda Nieder and Barry Funt, or to the Tenant at the
          address set forth in the Lease, or to such other address or
          person as may be specified in a notice sent in accordance with
          the provisions of the Section 7, and shall be deemed given when
          received at the addresses specified above.

     8.   No prepayment of rent or additional rent due under the Lease of
          more than one month in advance shall be binding upon the Lender,
          as holder of the Mortgage or as landlord under the Lease if the
          Lender succeeds to that position, unless consented to by the
          lender, and from and after the date hereof, no amendment,
          modification, surrender or cancellation of the Lease shall be
          binding upon the Lender, as holder of the Mortgage or as landlord
          under the Lease if the Lender succeeds to that position, unless
          such amendment, modification, surrender or cancellation is done
          in compliance with the terms of the Mortgage.

     9.   This Agreement shall apply to, bind and inure to the benefit of
          the parties hereto and their respective successors and assigns. 
          As used herein, the term "Tenant" shall mean and include the
          present tenant under the Lease, any permitted subtenant under the
          Lease, any permitted assignee of the lease and any successor of
          any of them.  The term "Lender" as used herein shall include the
          holder of the Mortgage, the successors and assigns of the Lender,
          and any person, party or entity which shall become the owner of
          the Mortgaged Property by reason of a foreclosure of the Mortgage
          or the acceptance of a deed or assignment in lieu of foreclosure
          or other proceedings for enforcement of the Mortgage or
          otherwise.  The term "Landlord" as used herein shall mean and
          include the present landlord under the Lease and such landlord's
          predecessors and successors in interest under the Lease.

     10.  Notwithstanding anything to the contrary contained in this
          Agreement or in the Lease, the Tenant agrees that (i) the
          provisions of the Mortgage shall govern with regard to casualty
          insurance proceeds and condemnation awards and (ii) in the event
          the casualty insurance  proceeds or condemnation awards are not
          made available for restoration of the Premises, such proceeds or
          awards shall be paid to the Lender.

     11.  This Agreement may not be modified in any manner or terminated
          except by an instrument in writing executed by the parties
          hereto.

                                   22

<PAGE>

     12.  This Agreement shall be governed by and construed in accordance
          with the laws of the state of Massachusetts.

     Both the Tenant and the Lender hereby irrevocably waive all rights to
     trial by jury in any action, proceeding or counterclaim arising out of
     or relating to the Lease or this Agreement.

     IN WITNESS WHEREOF, the parties hereto have duly executed this
     Agreement as of the day and year first above written.

                              THE CAPITAL COMPANY OF AMERICA LLC

                              By:  /s/ RHONDA NIEDER
                                 -------------------------------------
                                   Name: Rhonda Nieder
                                   Title: Vice President

                              SOFTLOCK SERVICES, INC.

                              By: /s/ KEITH LORIS
                                 -------------------------------------
                                   Name: Keith Loris
                                   Title: CEO


                               STATE OF
                                   
New York   ,ss.                                               March 12, 1999

     Then personally appeared before me the above named Rhonda Nieder,
Vice President of THE CAPITAL COMPANY OF AMERICA LLC, a Delaware
corporation, and acknowledged the foregoing instrument to be his free act
and deed and the free act and deed of said corporation, before me,


                              /s/ CULLEN CAUGHRON
                              Notary Public

                              My Commission expires: January 30, 2001

                               STATE OF
                                   
Middlesex   ,ss.                                               March 4, 1999 

     Then personally appeared before me the above named Keith Loris, CEO
of SOFTLOCK SERVICES, INC., and acknowledged the foregoing instrument to be
his free act and deed and the free act and deed of said corporation, before
me,


                              /s/ ROBERT W. MCNAMARA, JR.
                              Notary Public

                              My Commission expires: December 9, 1999







                                   23

<PAGE>

                               EXHIBIT E
                               ---------
                                   
                         RULES AND REGULATIONS
                                   
1.   Heating, lighting and plumbing:  The Landlord should be notified at
     once of any trouble with heating, lighting or plumbing fixtures. 
     Tenants must not leave the doors of the Premises unlocked at night.

2.   The sidewalks, entrances, halls and stairways shall not be obstructed
     by any Tenant or used for any purposes other than ingress and egress
     to and from their respective Premises, and no articles or rubbish
     shall be left herein.

3.   No toilet fixture shall be used for any purpose other than that for
     which it is intended, and no sweepings, rubbish, rags, ashes or other
     substances shall be thrown herein.

4.   The weight and position of all safes and heavy equipment or machines
     shall be subject to the approval of the Landlord.

5.   Lettering on doors, tablets and building directory shall be subject to
     the approval of the Landlord; no lettering shall be allowed on outside
     windows.

6.   No wires for telephone service, electric lights, messenger service or
     for any other purpose shall be put in the Premises without the consent
     of the Landlord.

7.   No glass in doors or elsewhere through which light is admitted in to
     any part of the building shall be obstructed.

8.   No animals or birds of any kind shall be kept, allowed in or about the
     Building any time for any reason other those granted by law.

9.   All freight, furniture, etc. must be received and delivered through
     entrances to the Building designated for such purpose unless otherwise
     authorized by the Landlord.

10.  Nothing shall be thrown from or taken in through the windows, nor
     shall anything be left outside the Building on the window sills of the
     Premises.

11.  No person shall loiter in the halls, corridors, or lavatories.

12.  The Landlord, its agents and employees shall have access at reasonable
     times to perform their duties in the maintenance and operation of the
     Premises, subject to the terms and conditions of this Lease.

13.  No Tenant shall use any method of heating other than that provided for
     in the Tenant's Lease without the consent of the Landlord.

14.  Any damage caused to the Building or the Premises or to any person or
     property herein as a result of any breach of any of the rules and
     regulations by the Tenant shall be borne by the Tenant.


15.  The Landlord reserves the right to make any such other and further
     rules and regulations as, in its judgment may from time to time be
     necessary for maintaining the safety and cleanliness of the Premises
     and Building for the preservation of good order therein, provided the
     same do not materially restrict or inhibit Tenant's rights under this
     Lease.



                                   24

<PAGE>

                               EXHIBIT F
                        CLEANING SPECIFICATIONS
                        -----------------------
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                  25