STANDARD FORM COMMERCIAL LEASE

     1 & 2. PARTIES AND  PREMISES.  Sally A. Starr and Lisa A. Brown as Trustees
of D Street  451 Real  Estate  Trust for the  Benefit  of D Street  451  Limited
Partnership  under declaration of trust dated November 1, 1983 and recorded with
the Suffolk County Registry of Deeds,  Book 10616,  page 100 as amended,  with a
principal place of business at 39 Brighton Avenue, Allston, Massachusetts 02134,
as such trust is the owner of the within-described Building,  hereinafter called
the LESSOR,  which expression shall include its successors and assigns where the
context so admits,  does hereby  lease to Master  Motion  Picture  Co.,  Inc., a
Massachusetts  corporation  with a principal  place of business at 451 D Street,
Boston,  Massachusetts  02210,  hereinafter called the LESSEE,  which expression
shall include its  successors  and assigns where the context so admits,  and the
LESSEE hereby leases the following-described premises (the "Premises"):

     Approximately 37,569 square feet of rentable space having an address of 451
D Street, Boston,  Massachusetts 02210 located on the seventh (7th) floor of the
building (the "Building")  comprised of approximately  24,842 square feet in the
front portion of the Building on the D street side and 12,727 square feet in the
rear portion of the Building on the E street side,  situated at and numbered 451
D Street, Boston,  Massachusetts 02210 together with the right to use in common,
with others entitled thereto, the hallways,  stairways and elevators,  necessary
for access to said Premises, and lavatories nearest thereto, all as set forth in
schematic identifying the boundaries of the Premises attached hereto and labeled
Exhibit A.

     As  appurtenant  to the  Premises  and  subject  to all  of the  terms  and
conditions  governing  the letting of the  Premises,  the LESSEE  shall have the
right  to use  approximately  100  square  feet  on the  sixth  (6th)  floor  as
designated  on Exhibit B solely  for the  purpose of  locating  LESSEE'S  silver
recovery tank, which tank is utilized for LESSEE'S business.

     3A.  TERM.  The term of this lease shall be for seven (7) years and two (2)
months  commencing  on  November  1, 1991  ("Commencement  Date")  and ending on
December 31, 1998 ("Expiration Date") ("Original Term"). LESSOR shall deliver to
LESSEE and LESSEE shall accept the  Premises in its as-is  condition.  If LESSOR
fails to deliver  possession of the Premise at the Commencement Date, the LESSOR
shall not be liable for any damages caused thereby, nor shall this lease be void
or voidable,  but the  Commencement  Date shall be extended and no rent shall be
due until LESSOR delivers possession.  Provided,  however,  that notwithstanding
the fact that the  Commencement  Date has been so extended,  the Expiration Date
shall  remain the same and all the other  terms and  conditions  of this  lease,
including,  without  limitation,  all dates and time periods  contained  herein,
shall also remain as stated  herein.  If this lease is extended or renewed,  all
references  to "term" herein shall refer to the extension or renewal term unless
specifically designated otherwise.

     Not later than two weeks from the execution of the lease by LESSEE,  LESSEE
shall deliver that portion of the Building occupied by LESSEE on the first floor
consisting of 



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approximately  2,100  square feet located on the D Street and Inman Street Sides
of the Building free of all property of LESSEE and in a broom clean condition.

     3B.  OPTION TO EXTEND.  In accordance  with the  provisions of Addendum #3,
LESSEE shall have the option to extend the lease for an additional five years at
the expiration of the Original Term.

     4. RENT.  The LESSEE  shall pay to the LESSOR a base rent ("Base  Rent") at
the annual rate as set forth  below  payable  monthly in advance.  Rent shall be
payable to 451 D Street Realty and forwarded to LESSOR at the address above.

A. Base Rental Rate: Original Term Rate: Front Space = 24,842 s.f.

LEASE YEAR                                 YEARLY                       MONTHLY
----------                                 ------                       -------
Year One          $6.00 p.s.f.          $149,052.00                  $12,421.00
Year Two          $6.50 p.s.f.          $161,473.00                  $13,456.08
Year Three        $7.00 p.s.f.          $173,894.00                  $14,491.17
Year Four         $7.50 p.s.f.          $186,315.00                  $15,526.25
Year Five         $7.50 p.s.f.          $186,315.00                  $15,526.25
Year Six          $7.75 p.s.f.          $192,525.50                  $16,043.79
Year Seven        $8.00 p.s.f.          $198,736.00                  $16,561.33
Year Eight        $8.00 p.s.f.          $198,736.00                  $16,561.33

B. Base Rental Rate: Original Term Rate: Rear Space = 12,727 s.f.

LEASE YEAR                                YEARLY                       MONTHLY
----------                                ------                       -------
Year One          $3.00 p.s.f.          $38,181.00                   $3,181.75
Year Two          $3.25 p.s.f.          $41,362.75                   $3,446.90
Year Three        $3.50 p.s.f.          $44,544.50                   $3,712.04
Year Four         $3.75 p.s.f.          $47,726.25                   $3,977.19
Year Five         $4.00 p.s.f.          $50,908.00                   $4,242.33
Year Six          $4.25 p.s.f           $54,089.75                   $4,507.48
Year Seven        $4.50 p.s.f.          $57,271.50                   $4,772.63
Year Eight        $4.50 p.s.f.          $57,271.50                   $4,772.63


LEASE YEAR                               TOTAL YEARLY RENT
----------                               -----------------
Year One                                   $187,233.00
Year Two                                   $202,835.75
Year Three                                 $218,438.50
Year Four                                  $234,041.25



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<PAGE>


Year Five                                  $237,223.00
Year Six                                   $246,615.25
Year Seven                                 $256,007.50
Year Eight                                 $256,007.50


     Any payment of rent or any other  monetary sum due hereunder from LESSEE to
LESSOR which is more than five (5) days late shall bear  interest at the rate of
one and one-half percent (1-1/2%) per month.

     Lease Year  shall be  referred  to as the  twelve-month  period  commencing
November 1, and ending October 31, and each anniversary thereof,  except that in
Lease Year Eight, Lease Year shall be deemed to include the period from November
1,  1997  through  December  31,  1998 and  LESSEE  shall pay the  monthly  rate
specified therein for each of the fourteen months.

     Notwithstanding the foregoing to the contrary,  LESSEE shall be entitled to
a rent-free  period for Base Rent only for the rear space only for the months of
November and December, 1991 and provided that the LESSEE has not been in default
prior thereto, LESSEE shall be entitled to a rent-free period for Base Rent only
for the front space only for the month of July 1992.

     5. SECURITY  DEPOSIT.  Upon the execution of this lease as further security
for LESSEE'S  obligations  under this lease,  LESSEE shall deliver to the LESSOR
Fifteen Thousand Six Hundred Two Dollars ($15,602.00) ("Deposit").  This Deposit
shall be held by LESSOR as  security  for  payment of all rent and other sums of
money  payable for the term and for the  faithful  performance  by LESSEE of all
other covenants and agreements; provided, however, that the LESSEE shall have no
right to require LESSOR to indemnify itself from this Deposit for any particular
violation  or default of LESSEE,  the use of this  Deposit to  indemnify  LESSOR
being  within  LESSOR'S  sole  discretion.  If all or any part of the Deposit is
applied to an  obligation of LESSEE  hereunder,  LESSEE shall  immediately  upon
request by LESSOR restore said Deposit to its original amount. No interest shall
be payable to LESSEE on account of this  Deposit  and LESSOR may  commingle  the
funds from this  Deposit  with other of its funds.  Provided  that LESSOR  gives
LESSEE notice of the name of such grantee or transferee  upon any  conveyance by
LESSOR of its interest under this lease,  the Deposit may be delivered by LESSOR
to  LESSOR'S  grantee  or  transferee.  Upon any such  delivery,  LESSEE  hereby
releases  LESSOR of any and all  liability  with  respect  to the  Deposit,  its
application  and return,  and LESSEE  agrees to look  solely to such  grantee or
transferee.

     LESSOR may draw upon the full or any  partial  amount of the Deposit in the
event LESSEE is in default (beyond any applicable notice and cure period) of its
obligations  during the period prior or subsequent to the Commencement  Date; or
is otherwise in default (after any applicable notice and cure periods) under the
lease.

     Provided  that  LESSEE is not in  monetary  default  after  notice  and any
applicable cure period, and is not otherwise in default (after applicable notice
and cure periods) under the lease, 



                                     - 3 -
<PAGE>

and further  provided LESSEE has paid its rent monthly in a timely manner during
such  period  such that  LESSOR  has not sent out in the  immediately  preceding
twelve (12) month period more than one notice of non payment of rent pursuant to
this lease,  LESSOR at the end of the period represented by fourteen full months
from the  execution  of the lease by LESSOR and LESSEE shall return said Deposit
to LESSEE.  In the event LESSEE so defaults and after applicable notice and cure
periods LESSOR draws upon the Deposit and receives the proceeds thereof,  in any
subsequent  legal action  related to said default by LESSOR  against  LESSEE for
LESSOR'S  damages  allowable  hereunder,  LESSEE  shall be entitled to and shall
receive  a  credit  in the  amount  paid  under  the  Deposit  in  assessing  or
adjudicating the full amount of damages due from LESSEE to LESSOR.

This Deposit, or any part thereof, not previously applied or returned by LESSOR,
shall be returned to LESSEE only after the Expiration  Date or the date on which
any renewal or extension  term expires,  and only after LESSEE has fully vacated
the Premises,  notwithstanding that this lease has been terminated by LESSOR; it
being the  intention of the parties that this  deposit  shall secure  LESSOR not
only as to default by LESSEE before such termination,  but also to secure LESSOR
thereafter  from any  deficiency of rent or other  charges  payable to LESSOR by
LESSEE.

     6. RENT ADJUSTMENT.

     A. TAX ESCALATION. If in any tax year commencing with the fiscal year 1993,
the real estate  taxes on the land and  buildings,  of which the  Premises are a
part,  are in excess of the  amount of the real  estate  taxes  thereon  for the
fiscal year 1992 (hereinafter  call the "Base Year"),  LESSEE will pay to LESSOR
as  additional  rent  hereunder,  within  seven (7) days of notice in writing by
LESSOR,  8.5306% percent "LESSEE'S Share") of such excess that may occur in each
year of the  term  of  this  lease  or any  extension  or  renewal  thereof  and
proportionately  for  any  part of a  fiscal  year.  If the  LESSOR  obtains  an
abatement of any such excess real  estate,  tax, a  proportionate  share of such
abatement, less the reasonable fees and costs incurred in obtaining the same, if
any, shall be refunded to the LESSEE.

     B.  ADDITIONAL  RENT ON ACCOUNT OF  CONSUMER  PRICE INDEX  ADJUSTMENT.  For
purposes of this  Article,  "Adjustment  Date" means  November;  "CPI" means the
Consumer Price Index of the United States Bureau of Labor Statistics (Urban Wage
Earners and Clerical  Workers,  U.S.  City  Average,  all items) (on the 1982-84
equals 100  Standard);  "Base-Month  CPI" means the CPI  published in September,
1991.

     Beginning  November,  1992 and on each  Adjustment  Date thereafter for the
remainder of the term, the "Base Rent" for the  forthcoming  lease year shall be
increased by fifty  percent (50%) of the  percentage  that the CPI published for
the  September  prior to the  respective  November  has  increased  from the CPI
published  for  September 1, 1991 and LESSEE shall pay to LESSOR the increase as
additional  rent in the same  manner in which  Base Rent is  payable.  Provided,
however,  that in no event shall the rent for any year be less than the rent for
the preceding year.

                                     - 4 -
<PAGE>

     If the  publication  of the CPI is  transferred  to any other  governmental
department or is  discontinued,  the LESSOR and LESSEE shall by agreement fix an
alternative index or method to compute such rent adjustment,  but if they cannot
agree the matter shall be settled by arbitration in accordance with the rules of
the American Arbitration Association.

     C.  ADDITIONAL  RENT ON ACCOUNT OF TRASH  REMOVAL.  LESSOR shall remove for
LESSEE trash commonly  associated  with typical office usage which shall include
nonhazardous  photographic  paper as  produced  in  LESSEE'S  normal  course  of
business and LESSEE shall  deposit the same in the manner  prescribed by LESSOR.
LESSEE  shall pay to lessor  monthly,  as billed by LESSOR,  LESSEE'S  share (as
defined in Article 6A) of the cost and expenditure for removal of trash incurred
by LESSOR  which amount  payable by LESSEE  shall not exceed  $235.00 per month;
provided,  however,  failure to bill LESSEE in  accordance  with the  provisions
hereof  shall not be deemed a waiver of  LESSOR'S  right to  recover  monies due
hereunder.  LESSEE shall dispose of only refuse and rubbish commonly  associated
with a typical  office use and shall not dispose of nor shall LESSEE deposit any
trash or refuse which shall be hazardous in nature,  the disposal of which shall
be the  responsibility of LESSEE.  In addition,  LESSEE shall be responsible for
removal  from the  Premises of bulky  materials  including  pallets,  frames and
cartons used in the course of LESSEE'S business.

     D. LESSEE shall pay to LESSOR as additional  rent as further  consideration
hereof the sum of $80,000.00  payable in accordance with the following  schedule
in the same manner in which Base Rent is payable:

     1)   Upon execution of lease by LESSEE: $20,000.00;

     2)   Commencing  sixty days from said execution date,  LESSEE shall pay the
          sum of $5,000.00 and thereafter in each succeeding month, LESSEE shall
          pay to LESSOR  $5,000.00 each month until the balance of $60,000.00 is
          payable to lessor by LESSEE.

     7.  ACCESS/UTILITIES.  LESSEE  shall be entitled to access the  building of
which the premises are a part,  twenty-four (24) hours per day, seven (7) days a
week. LESSOR shall provide to LESSEE reasonable heat and shall provide to LESSEE
the water  source  elements  necessary  to furnish  air-conditioning  during the
appropriate seasons (except to the extent that the same are separately metered).
"Heating season" shall mean October first through May  thirty-first,  inclusive;
"Air-conditioning  season"  shall mean June first through  September  thirtieth,
inclusive.  LESSEE shall be provided heat during business hours, 7 AM to 7 PM at
temperatures  typical of those in office buildings throughout the greater Boston
area.

     LESSEE  shall pay for its use of all  utilities  that are  furnished to the
Premises and are  separately  metered,  as they become due and  payable.  In the
event water and  sewerage  are not  separately  metered,  LESSEE  shall pay on a
quarterly basis for its use of water and sewer usage as submetered within thirty
(30) days of receipt of a statement  from LESSOR.  If LESSOR,  in its reasonable
discretion  chooses to install a separate  water and sewer meter on the Premises
at LESSOR'S expense,  LESSEE shall be required to pay the cost of the use of the
utilities  measured  


                                     - 5 -
<PAGE>

by such a meter directly.  The LESSOR agrees to provide  reasonably hot and cold
water to the  bathroom(s)  and cold water to the drinking  fountain(s),  if any,
only, and not to any other location(s).

     The LESSOR also  agrees to furnish  reasonable  heat  (except to the extent
that the same are furnished  through  separately  metered  utilities or separate
fuel tanks as set forth above) to lavatories  during the heating  season of each
year, to furnish  elevator service and to light  passageways and stairways,  all
subject  to  interruption  due  to  any  accident,  to the  making  of  repairs,
alterations  or  improvements,  to labor  difficulties,  to trouble in obtaining
fuel,  electricity,  service or supplies  from the  sources  from which they are
usually obtained for said building, or to any cause beyond the LESSOR'S control.

     Notwithstanding any contrary provision of this lease, so long as Les Brewer
shall  retain  majority  ownership  of LESSEE,  in the event (i) LESSOR fails to
perform any act or provide  any  service  required  hereunder  and such  failure
materially  interferes  with  LESSEE'S use of the Premises or LESSOR  undertakes
activities  which interfere with LESSEE'S normal  activities and such failure or
interference  occurs for  reasons  other than  events  that are beyond  LESSOR'S
reasonable  control,  and (ii) such  interference  continues  after  notice from
LESSEE to LESSOR more than twenty (20) days,  rent and  additional  rent payable
under  Section 4 and 6A and 6B hereof shall be  equitably  abated for the period
from the day of the commencement of such  interference to the date on which such
interference no longer exists.  In the event Les Brewer shall fail to retain the
percentage of ownership required herein,  this proviso shall have no effect, and
LESSOR shall not be bound to the provisions hereof.

     LESSOR shall have no  obligation  to provide  utilities or equipment  other
than the utilities and equipment within the Premises as of the Commencement Date
of this lease. In the event LESSEE requires  additional  utilities or equipment,
the installation and maintenance  thereof shall be the LESSEE'S sole obligation,
provided that such  installation  shall be subject to the written consent of the
LESSOR.

     8. USE OF LEASED  PREMISES.  The LESSEE shall use the Premises only for the
purpose of conducting a commercial  photographic design and production operation
and office use incidental to the primary purpose but for no other purpose.

     LESSOR MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE PREMISES ARE FIT FOR
A PARTICULAR USE OR PURPOSE,  INCLUDING WITHOUT  LIMITATION THE USE AS SPECIFIED
HEREIN, EXCEPT AS OTHERWISE REQUIRED BY LAW.

     LESSEE shall be  responsible  for  obtaining  and  maintaining  any and all
governmental permits and licenses for the use and operation of LESSEE'S business
at the Premises. LESSEE acknowledges that LESSEE shall be solely responsible for
compliance with all laws, orders, statutes,  codes, rules and regulations of any
governing federal, state, county and local authority, including, but not limited
to,  all state and local  codes and fire  marshall  regulations,  related to the
specific  use  of the  Premises  by  LESSEE  ("Authorizations").  The  presence,
handling, storage and 


                                     - 6 -
<PAGE>

usage of any flammable and/or hazardous materials shall be subject to compliance
with said  Authorizations,  and  compliance  therewith  shall be  LESSEE'S  sole
responsibility.  Further,  LESSEE  shall  comply  with any and all  requirements
reasonably  issued by any  insurer  of LESSOR  with  respect  to the  methods of
storage and the usage of said materials on the Premises.

     9.  COMPLIANCE  WITH  LAWS.  The  LESSEE  acknowledges  that  no  trade  or
occupation  shall be conducted in the Premises or use made thereof which will be
unlawful,  improper, noisy or offensive, or contrary to any law or any municipal
by-law  or  ordinance  in force in the city or town in which  the  Premises  are
situated, or which tend to degrade the economic status of the building.

     10. FIRE  INSURANCE.  The LESSEE  shall not permit any use of the  Premises
which will make voidable any insurance on the property of which the Premises are
a part,  or on the  contents of said  property or which shall be contrary to any
law or  regulation  from  time  to time  established  by the  New  England  Fire
Insurance Rating Association,  or any similar body succeeding to its powers. The
LESSEE shall on demand  reimburse the LESSOR,  and all other tenants,  all extra
insurance premiums caused by the LESSEE'S use of the Premises.

     11. MAINTENANCE.

     A. LESSEE'S OBLIGATIONS. The LESSEE agrees to maintain the premises in good
condition,  damage by fire and other  casualty only  excepted,  to replace plate
glass and other glass therein,  acknowledging  that the Premises are now in good
order and the glass  whole.  The  LESSEE  shall not permit  the  Premises  to be
overloaded,  damaged,  stripped or defaced,  nor suffer any waste.  LESSEE shall
obtain  written  consent of LESSOR  before  erecting  any sign on the  Premises.
LESSEE shall be responsible for the  maintenance,  repair and replacement of all
electrical,   plumbing,   heating,  air  conditioning,   ventilation  and  other
mechanical   installations   serving  only  the  Premises  which  shall  include
diffusers, ductwork, steam valves and related equipment servicing the Premises.

     LESSEE shall dispose of all trash,  rubbish and refuse from the Premises in
a timely  manner and shall not allow for an  unreasonable  accumulation  of said
trash,  rubbish or refuse  inside the  Premises.  LESSEE  shall  dispose of said
trash, rubbish or refuse in a manner and at the location designated from time to
time by LESSOR.

     B. LESSOR'S OBLIGATIONS. The LESSOR agrees to maintain the structure of the
building of which the Premises are a part in the same  condition as it is on the
Commencement  Date  or as it may be  put in  during  the  term  of  this  lease,
reasonable  wear and  tear,  damage by fire and other  casualty  only  excepted,
unless such  maintenance  is required  because of the conduct of LESSEE or those
for whose conduct the LESSEE is legally responsible. LESSOR shall be responsible
only for  maintaining  the Building's  mechanical  and electrical  systems which
serve more than one leased premises.



                                     - 7 -
<PAGE>

     12. ALTERATIONS - ADDITIONS.

     A. The LESSEE  shall not make  structural  alterations  or additions to the
Premises,  but may make nonstructural  alterations  provided the LESSOR consents
thereto in writing, which consent shall not be unreasonably withheld or delayed.
All such  allowed  alterations  shall be at  LESSEE'S  expense  and  shall be in
quality at least equal to the present construction.  LESSEE shall not permit any
mechanics' liens, or similar liens, to remain upon the leased premises for labor
and material  furnished to LESSEE or claimed to have been furnished to LESSEE in
connection  with  work of any  character  performed  or  claimed  to  have  been
performed  at the  direction  of  LESSEE  and  shall  cause  any such lien to be
released  of  record  forthwith  without  cost to  LESSOR.  Any  alterations  or
improvements  made by the LESSEE  shall become the property of the LESSOR at the
termination  of  occupancy  as  provided  herein;  except for the front  counter
installed  at the D Street side of the  Building in the front foyer  adjacent to
the elevator, which counter may be removed by LESSEE.

     B.  Installation  of Equipment and Floor Capacity -- LESSEE shall not place
any load upon any floor of the Premises  which  exceeds the floor load  capacity
(calculated on a square foot basis) and which is allowed by law. LESSEE will not
move any safe,  heavy  machinery,  heavy  equipment,  freight,  bulky  matter or
fixtures into or out of the Building  without  LESSOR'S  prior written  consent,
which  consent  shall not be  unreasonably  withheld or delayed.  The moving and
installation of such machines and equipment shall be at the sole risk and hazard
of the LESSEE.

     C.  Trade  Fixtures  and  Equipment  -- Any  trade  fixtures  or  equipment
installed in or attached to the Premises and all other  property of LESSEE which
was personal  property  prior to its  installation  shall remain the property of
LESSEE, and LESSEE shall, except as otherwise provided herein or by agreement of
the parties, have the right to remove its trade fixtures, equipment and property
which it may have installed in or attached to the Premises,  during the term, or
within five days  thereafter or within a reasonable  time after any  accelerated
termination  thereof;  LESSEE must promptly  repair in a workmanlike  manner any
damage resulting from such removal, must plug or close in an approved manner any
connection  to sources of gas,  air,  water,  electricity  or heat or to cooling
ducts and will take all reasonable precautions necessary relative to the subject
repair to leave the Premises undefaced.

     13.  ASSIGNMENT - SUBLEASING.  LESSEE shall not assign,  sublet,  underlet,
mortgage, pledge or encumber (collectively referred to as "Transfer") this lease
without LESSOR'S prior written consent,  which consent shall not be unreasonably
withheld or delayed.  LESSOR'S  refusal to consent to a Transfer  for any use or
purpose  other than as  specifically  stated in  Paragraph 8 herein shall not be
deemed to be an unreasonable withholding of consent.

     In the event the LESSEE  desires to Transfer  this lease to a proposed  new
lessee to whom LESSOR is required to give its reasonable consent pursuant to the
foregoing paragraph, LESSOR shall have the option of either:

     (1)  allowing  LESSEE to transfer  this lease,  in which case LESSEE  shall
remain  primarily  liable upon all the terms,  conditions and covenants  hereof,
shall deliver to LESSOR an 


                                     - 8 -
<PAGE>

instrument  executed by Transferee  binding the same to the terms and provisions
of this  lease  and shall  pay to  LESSOR  the  amount by which the sum of rent,
additional rent due to taxes,  and all other money or  consideration it received
from a Transferee exceeds the sum of all monetary  obligations which LESSEE owes
to LESSOR for the period of such Transfer; or

     (2)  terminating  this  lease  and  relieving  LESSEE  of  all  its  future
obligations hereunder. In the event that LESSOR decides to terminate this lease,
it shall be free to enter  into a new  lease  with the  proposed  new  tenant or
anyone else on whatever terms and conditions it chooses.

     Consent by LESSOR,  whether  express or implied,  to any Transfer shall not
constitute a waiver of LESSOR'S right to prohibit any subsequent  Transfer;  nor
shall such consent be deemed a waiver of LESSOR'S  right to terminate this lease
upon any subsequent Transfer.

     As used  herein,  the term  "assign"  or  "assignment"  shall be  deemed to
include,  without  limitation:  (a) any transfer of the LESSEE'S interest in the
lease by  operation of law,  the merger or  consolidation  of the LESSEE with or
into any other firm or corporation; or (b) the transfer or sale of a controlling
interest  in the  LESSEE  whether  by sale of its  capital  stock or  otherwise;
provided,  however, LESSEE shall be permitted to transfer the lease in the event
of a transfer of a controlling  ownership  interest in LESSEE to another  entity
subject to the  following:  (1)  LESSEE  shall  provide  notice to LESSOR of the
proposed transfer and include the name and address of Transferee at least thirty
(30) days prior to the effective  date thereof and shall  include  documentation
which shall  evidence the  creditworthiness  of  Transferee,  including  audited
financials  where available and evidence of the ability of Transferee to perform
the obligations of LESSEE;  (2) the LESSEE herein named shall not be relieved or
released of its obligations hereunder as a result of any Transfer and the LESSEE
herein named shall remain obligated hereunder notwithstanding any such Transfer;
(3) in the  event  of any  assignment,  the  assignee  shall  assume  all of the
obligations  of the LESSEE  accruing on or after the date of such  assignment by
instrument directed to the LESSOR; (4) any Transferee shall continue to abide by
all the terms and  conditions  of this lease to the extent  applicable,  and any
sublease or other Transfer of less than all rights and interests of the LESSOR'S
under this LESSOR'S  shall be consistent  with subject to and upon the terms and
conditions of this LESSOR'S, where applicable; (5) any Transfer shall be subject
to the approval of LESSOR'S institutional mortgage holders. LESSOR shall utilize
LESSOR'S best efforts to obtain said  approvals as may be necessary  pursuant to
this subparagraph (5).

     14.  SUBORDINATION.  This lease shall be subject and subordinate to any and
all mortgages, deeds of trust and other instruments in the nature of a mortgage,
now or at any time  hereafter,  constituting  a lien or liens on the property of
which the Premises are a part and the LESSEE  shall,  when  requested,  promptly
execute and deliver such written  instruments  as shall be necessary to show the
subordination  of this  lease to said  mortgages,  deeds of trust or other  such
instruments  in the nature of a mortgage.  LESSOR  shall use its best efforts to
cause LESSOR'S  mortgagee to execute a nondisturbance  agreement for the benefit
of LESSEE.



                                     - 9 -
<PAGE>

     15. LESSOR'S  ACCESS.  The LESSOR or agents of the LESSOR may at reasonable
times  with prior  notice to LESSEE  (except  in the event of an  emergency  and
except to the extent that LESSOR or LESSOR'S agent shall be required to read the
water meter located on the Premises),  enter to view the Premises and may remove
placards and signs not approved and affixed as herein provided, and make repairs
and  alterations  as  LESSOR  should  elect to do and may show the  Premises  to
others,  and at any time within three (3) months  before the  expiration  of the
term,  may affix to any  suitable  part of the  Premises a notice for letting or
selling the  Premises or property of which the  Premises are a part and keep the
same so affixed without hindrance or molestation.

     16.  INDEMNIFICATION  AND LIABILITY.  The LESSEE will save LESSOR harmless,
defend and will  exonerate  and  indemnify  LESSOR  from and against any and all
claims, liabilities or penalties:

     (i)  on account of or based upon any injury to person, or loss of or damage
          to property  sustained or occurring or emanating  from the Premises on
          account  of or based  upon the act,  omission,  fault,  negligence  or
          misconduct  of any person except  LESSOR,  its  employees,  agents and
          independent contractors;

     (ii) on account of or based upon any injury to person, or loss of or damage
          to  property,  sustained  on or  occurring  elsewhere  in or about the
          Building  arising  out of the  use or  occupancy  of the  Building  or
          Premises by the LESSEE or by any person  claiming by, through or under
          LESSEE, except where caused by the negligence,  fault or misconduct of
          LESSOR, its employees, agents and independent contractors.

          and in addition to and not in  limitation  of either of the  foregoing
          subdivisions (i) and (ii);

    (iii) on account of or based upon any work or thing  whatsoever  done on the
          Premises;  except where caused by the negligence,  fault or misconduct
          of LESSOR, its employees, agents or independent contractors.

          and, in respect of any of the  foregoing,  from and against all costs,
          expenses  (including  reasonable  attorneys'  fees),  and  liabilities
          incurred in or in  connection  with any such  claim,  or any action or
          proceedings;  and in case any action or proceeding is brought  against
          LESSOR by reason of any such  claim,  LESSEE  upon  notice from LESSOR
          shall at LESSEE'S  expense  resist or defend such action or proceeding
          and employ counsel reasonably satisfactory to LESSOR.

     17A. LESSEE'S LIABILITY INSURANCE.

     1.   Personal Property. All merchandise, furniture, fixtures, inventory and
          personal   property  and  the  loss  of  use  of  personal   property,
          merchandise,  furniture, fixtures 


                                     - 10 -
<PAGE>

          and   inventory   of  the  LESSEE  shall  be  at  the  sole  risk  and
          responsibility  of the LESSEE.  LESSEE  shall  purchase  and  maintain
          insurance  in an amount  adequate  to repair or replace  its  personal
          property and the tenant improvements and interior finish and build-out
          to the Premises.

     LESSEE is responsible for the replacement of any broken plate glass that is
part of the Building covered by this lease.

     2.   Comprehensive General Liability Insurance.  LESSEE agrees to maintain,
          throughout  the term of the  lease,  Comprehensive  General  Liability
          Insurance written on an occurrence basis. Such insurance shall include
          coverage for  products/completed  operations,  personal injury,  broad
          form property  damage,  host liquor,  extended bodily injury and broad
          form contractual liability.  The minimum limit of liability carried on
          such  insurance  shall be  $1,000,000  combined  single limit for each
          occurrence  with  any  aggregate  limit  applying  only to each of the
          following:   products/completed   operations,   personal   injury  and
          contractual  liability.  However,  if the  policy  contains  a general
          policy aggregate or an aggregate which applies to coverages other than
          the aforementioned coverages, the LESSEE shall purchase minimum limits
          of $1,000,000 per occurrence/ $2,000,000 aggregate per location.

     3.   Automobile  Liability.  LESSEE agrees to maintain automobile liability
          insurance for owned, nonowned and hired vehicles. The minimum limit of
          liability  carried on such  insurance  shall be  ($1,000,000.00)  each
          accident, combined single limit for bodily injury and property damage.

     4.   Workers' Compensation. LESSEE agrees to maintain workers' compensation
          insurance  providing statutory limits including  employer's  liability
          insurance  with  current  limits of  $100,000.00  for each  additional
          injury and, with respect to bodily injury by disease, $100,000.00 each
          employee and $500,000.00 per policy year.

     5.   Umbrella  Liability.  LESSEE  agrees to  maintain  umbrella  liability
          coverage  with  limits  of  $2,000,000.00  per  occurrence.   Umbrella
          coverage   is  to   apply   excess   of  the   comprehensive   general
          liability/automobile   liability  and  employers  liability  coverages
          mentioned in sections 2, 3 and 4 above.

     All  insurance  policies  required  in  paragraphs  2, 3 and 5 above  shall
designate the LESSOR as an additional insured.  LESSEE agrees that the insurance
coverages  required  under  sections  number 1 through  number 5 above  shall be
written by a company or companies  authorized to do business in the Commonwealth
of Massachusetts with an A.M. Best's rating of "A," VIII or better.

     LESSEE agrees to furnish the LESSOR with Certificates of Insurance prior to
the beginning of the term of the lease.  Renewal Certificates of Insurance shall
be delivered to the LESSOR at least fifteen (15) days in advance of each renewal
date.  Such  certificates  shall  state  


                                     - 11 -
<PAGE>

that in the event of cancellation or material change written  notification shall
be given to the LESSOR at least thirty (30) days in advance of such cancellation
or material change.  However,  if LESSEE,  having used all reasonable efforts is
unable to have such certificate so state,  then at least such certificate  shall
state that in the event of such cancellation or material change in coverage, the
insurer shall endeavor to mail written notice thereof to the LESSOR at least ten
(10) days  prior to such  cancellation  or  material  change,  and in such event
LESSEE shall  promptly  notify  LESSOR of any such  cancellation  or change upon
receipt by LESSEE of written notice from the insurer thereof.

     17B.  LESSOR'S  COVERAGE - LESSOR shall maintain the same or similar hazard
and  liability  insurance  coverages as in effect at the execution of the lease,
subject to reasonable market adjustments.

     18.  EMINENT DOMAIN AND DEMOLITION - If the Premises or any part thereof or
the whole or any part of the  Building  are taken for any street or other public
use, by action of the City or other authorities,  or if the LESSOR or the LESSEE
are  entitled  to or receive  any direct or  consequential  damages by reason of
anything  lawfully  done in  pursuance  of any  public  authority,  or if LESSOR
voluntarily elects to demolish the Building or any part of the Building,  except
as a consequence of fire or other casualty damage,  then this lease and the term
shall terminate at the election of the LESSOR.  LESSOR may elect so to terminate
this lease  even if the entire  interest  of the  LESSOR is  divested  by such a
taking. If, as a result of a taking or damage to or destruction of the Premises,
the Premises or any part thereof are rendered unfit for use and occupation,  the
rent shall be abated  proportionately  according to the nature and extent of the
injury sustained by the Premises until the Premises or, in the case of a taking,
what may remain thereof, shall have been put in proper condition.

     Except for the LESSOR'S  election  voluntarily  to demolish the Premises or
Building,  any  election  to  terminate  shall be made by LESSOR  not later than
thirty (30) days after  LESSOR  receives  notice of such taking or action or the
occurrence of such damage.  The LESSOR  reserves and excepts from this lease all
rights to damages  resulting  from the taking for public use of the  Premises or
any portion thereof, or right appurtenant  thereto, or privilege or easement in,
through,  or over the same, and by way of  confirmation  of the  foregoing,  the
LESSEE hereby grants all rights to such damages  previously  accrued or accruing
during  the term to the  LESSOR,  to have and to hold  for the  LESSOR  forever.
Solely, in the case of LESSOR'S election voluntarily to demolish the Premises or
Building as stated above in this  Article,  LESSOR must give LESSEE at least one
(1) year prior termination notice, after which this lease shall terminate and be
of no further  recourse  to either  party  except as to rights  and  obligations
incurred prior to the termination date.

     19. FIRE AND OTHER DAMAGE; SUBROGATION.

     A. Fire and Other Damage - If the Building or any part thereof is partially
damaged by fire or other casualty,  the damage thereto (except for damage to the
Premises' interior finish and build-out and to LESSEE'S  fixtures,  property and
equipment,  for which LESSEE shall be  


                                     - 12 -
<PAGE>

responsible)  shall be restored by and at the expense of LESSOR,  and until such
restoration shall be made, if the Premises are rendered  substantially unfit for
its use and purpose, the rent and other charges shall be subject to an abatement
to the extent fair and  equitable,  except if such  casualty was a result of the
willful  fault or  negligence  of  LESSEE,  in  which  event  there  shall be no
abatement of rent. Such restoration  shall be made promptly by LESSOR subject to
delay which may arise by reason of adjustment of insurance,  and for  reasonable
delay on account of "labor troubles" or any other cause beyond LESSOR'S control.
LESSOR shall not be liable for any  inconvenience  or annoyance to LESSEE or for
injury to the business of LESSEE.

     If the  Building  or the  Premises  is  substantially  damaged or  rendered
substantially untenantable by fire or other casualty, the rent and other charges
shall be subject to an abatement to the extent fair and equitable as of the date
of the fire or casualty,  and continuing  until LESSOR completes its restoration
obligations  hereunder  or until  the term  expires  hereunder,  except  if such
casualty was a result of the willful  fault or  negligence  of LESSEE,  in which
event there shall be no abatement of rent, and the LESSOR shall promptly restore
the  same  (excluding  LESSEE'S  interior  finish  and  build-out  and  LESSEE'S
fixtures,  property,  and equipment),  unless LESSOR decides not to restore,  in
which event the LESSOR  may,  within  sixty (60) days,  after such fire or other
cause,  give LESSEE a notice in writing of such  decision and thereupon the term
shall expire upon the thirtieth  (30th) day after such notice is given,  and the
LESSEE shall vacate the Premises and  surrender  the same to the LESSOR.  If the
Building  (excluding  Tenant  Improvements and LESSEE'S  fixtures,  property and
equipment)  is not in fact restored by LESSOR within eight months after the fire
or other  casualty,  the LESSEE may  terminate  this lease by written  notice to
LESSOR within thirty (30) days after the end of the said eight month-period.

     The  provisions  of this  Article 19 shall  govern in the case of damage or
destruction of the Building or any part thereof and restoration thereof due to a
fire or casualty notwithstanding any inconsistent provisions of this lease.

     Notwithstanding  anything to the contrary  contained in this  Article,  the
provisions hereof shall be subject and subordinate to the rights of institutions
holding  mortgages on the  Building,  including  the rights  contained in any of
LESSOR'S mortgage financing documents affecting the Building.

     B. Waiver of Subrogation - LESSOR and LESSEE hereby release each other from
any and all liability or  responsibility to the other or anyone claiming through
or under  them by way of  subrogation  or  otherwise  for any loss or  damage to
property  caused  by  fire  or any of the  extended  coverage  or  supplementary
contract casualties,  even if such fire or other casualty shall have been caused
by the fault or negligence of the other party, or anyone for whom such party may
be responsible,  provided, however, that this release shall be applicable and in
force and effect only to the extent  permitted  by law and only with  respect to
loss or damage  occurring  during such time as such release  does not  adversely
affect releasor's  insurance  policies or prejudice the right of the releasor to
recover  thereunder.  LESSOR and LESSEE  each  agree  that it will  request  its
insurance carriers to include in its policies,  whether or not such policies are



                                     - 13 -
<PAGE>

required hereunder,  a clause or endorsement to the effect that any such release
shall not  adversely  affect said policies or prejudice the right of releasor to
recover  thereunder.  If extra cost shall be  charged,  each party will bear the
amount of its extra cost.  In any of LESSEE'S  insurance  policy with respect to
the Premises  which do not contain or which do not allow a waiver of subrogation
rights,  LESSEE shall have LESSOR  designated as one of the insured,  and LESSEE
hereby agrees to defend,  indemnify and hold LESSOR harmless from any liability,
loss,  damage or causes of action to which LESSOR is subject due to or resulting
from LESSEE'S  failure to either  maintain  insurance with waiver of subrogation
rights or alternatively designate LESSOR as one of the insured.

     20. DEFAULT AND BANKRUPTCY. In the event that:

     (a)  The LESSEE shall default in the payment of any  installment of rent or
          other sum herein  specified  and such default  shall  continue for ten
          (10) days after written notice thereof; or

     (b)  The LESSEE shall default in the observance or performance of any other
          of the LESSEE'S covenants,  agreements,  or obligations  hereunder and
          such  default  shall not be  corrected  within  thirty (30) days after
          written  notice thereof or, if such default shall  reasonably  require
          longer  than  thirty  (30) days to cure,  shall not within said period
          commence and diligently proceed to cure such default; or

     (c) The LESSEE  shall be declared  bankrupt  according  to law, or, if any
          assignment  shall be made of  LESSEE'S  property  for the  benefit  of
          creditors, then the LESSOR shall have the right thereafter, while such
          default continues to declare the term of this lease ended,

          The LESSEE  shall  indemnify  the LESSOR  against all loss of rent and
          other   payments  which  the  LESSOR  may  incur  by  reason  of  such
          termination  during  the  residue  of the term.  If the  LESSEE  shall
          default,  after  reasonable  notice  thereof,  in  the  observance  or
          performance  of any  conditions  or covenants  on LESSEE'S  part to be
          observed or performed  under or by virtue of any of the  provisions in
          any  article  of this  lease,  the  LESSOR,  without  being  under any
          obligation  to do so and without  thereby  waiving such  default,  may
          remedy such  default for the account and at the expense of the LESSEE.
          If the LESSOR makes any expenditures or incurs any obligations for the
          payment of money in connection therewith,  including,  but not limited
          to,  reasonable   attorneys'  fees  in  instituting,   prosecuting  or
          defending  any  action or  proceeding,  such sums paid or  obligations
          incurred with  interest at the rate of 18% per annum and costs,  shall
          be paid to the LESSOR by the LESSEE as additional rent.

     21.  NOTICE.  Any  notice  from the LESSOR to the  LESSEE  relating  to the
Premises or to the occupancy  thereof shall be deemed duly served if left at the
Premises  addressed to the LESSEE,  or if mailed to the Premises,  registered or
certified mail,  return receipt  requested,  postage  prepaid,  addressed to the
LESSEE.  Any notice from the LESSEE to the LESSOR 


                                     - 14 -
<PAGE>

relating  to the  Premises  or to the  occupancy  thereof  shall be deemed  duly
served,  if mailed to the LESSOR by registered or certified mail, return receipt
requested,  postage  prepaid,  addressed  to the  LESSOR at such  address as the
LESSOR  may from time to time  advise  in  writing.  All rent  shall be paid and
notices shall be sent to the LESSOR at 39 Brighton Avenue, Boston, Massachusetts
02134.

     22.  SURRENDER.  The LESSEE shall at the expiration or other termination of
this lease remove all LESSEE'S  goods and effects from the Premises  (including,
without hereby limiting the generality of the foregoing, all trash and all signs
and  lettering  affixed or painted by the LESSEE,  either  inside or outside the
Premises).  LESSEE shall deliver to the LESSOR the Premises and all keys,  locks
thereto,  and  other  fixtures  connected  therewith  and  all  alterations  and
additions made to or upon the Premises,  in good condition,  reasonable wear and
tear  excepted  and  damage  by fire or other  casualty  excepted.  If the lease
terminates by  acceleration  or expiration of time and LESSEE does not surrender
the  Premises and remove his effects from the  Premises,  and LESSOR  obtains an
order of  eviction  from a court,  then  LESSOR may enter the  Premises  for the
purpose of removing  LESSEE'S goods and effects,  without prejudice to any other
remedies,  and LESSOR may  remove and store such goods and  effects at  LESSEE'S
expense,  LESSEE  hereby  granting  LESSOR an  irrevocable  power of attorney to
accomplish the same.

     23. BROKERAGE. LESSOR and LESSEE each warrant and represent that it has not
negotiated  with any broker in connection  with this lease and each party agrees
to  indemnify   and  hold  the  other  party   harmless  if  such   warranty  or
representation shall be deemed untrue.

     24.  HOLDOVER.  If the LESSEE remains on the Premises beyond the expiration
date,  and, if  applicable,  any option  period,  such holding over shall not be
deemed  to create  any  tenancy  at will,  but the  LESSEE  shall be a tenant at
sufferance  only,  at a daily  rate  equal to two (2)  times  the rent and other
charges for the last year under this lease.  However,  all other  conditions  of
this lease to be performed by LESSEE shall continue in force.

     25.  LIABILITY.  LESSEE hereby  agrees that any  judgment,  decree or award
obtaining against the LESSOR which is related to this lease, the Premises or the
LESSEE'S use or occupancy of the Premises or the building,  whether at law or in
equity,  shall be satisfied out of the LESSOR'S equity in the land and building,
and  further  agrees to look only to such  assets and to no other  assets of the
LESSOR for  satisfaction.  LESSOR'S  liability for  maintenance and repair shall
always be  limited  to the cost of making  such  repair  or  accomplishing  such
maintenance or repair.  In no event shall LESSOR be liable for  consequential or
any indirect damages.

     26. NONWAIVER  PROVISION.  No acceptance by LESSOR of a lesser sum than the
rent,  additional  rent or any other charge then due shall be deemed to be other
than on account of the  earliest  installment  of such rent or charge  due,  nor
shall any  endorsement  or  statement  on any  check or any  charge be deemed an
accord and  satisfaction,  and LESSOR may accept  such check 



                                     - 15 -
<PAGE>

or payment  without  prejudice to LESSOR'S  right to recover the balance of such
installment or pursue any other remedy provided in this lease.

     27.  LESSOR'S RULES AND  REGULATIONS.  LESSEE shall abide by any reasonable
rules and  regulations  as the LESSOR may make from time to time,  applicable to
all lessees of the Building and uniformly  enforced.  The LESSOR,  however,  may
change  said  rules or waive any or all of said  rules in the case of any one or
more  lessees.  Nor shall the LESSOR be  responsible  to the  LESSEE,  or to the
LESSEE'S agents,  employees,  servants,  licensees,  invitees, or visitors,  for
failure to enforce any of the rules and regulations or for the  nonobservance or
violation  of any of said rules and  regulations  by any other  LESSEE or by any
other person,  or the  nonobservance or violation of or failure to enforce or to
perform  the  provisions  of any  other  lease  of  any  part  of the  Building.
Notwithstanding  the  foregoing,  however,  LESSOR shall use its best efforts to
apply the rules and  regulations  to all lessees with  reasonable  uniformity in
conformity with their tenancies.

     28. NO OFFER TO LEASE.  The submission of this document for examination and
negotiation  does not  constitute  an offer to lease,  or a  reservation  of, or
option for, the Premises.  This document shall become effective and binding only
upon the execution and delivery  hereof by LESSOR and by LESSEE,  and until such
execution  and  delivery,  LESSOR  shall not in any way be bound to enter into a
lease with LESSEE for the Premises.

     29. PARTIAL INVALIDITY.  The invalidity of one or more phrases,  sentences,
clauses or articles shall not affect the remaining  portions of this lease,  and
if any part of this lease should be declared invalid by the final order,  decree
or judgment of a court of competent jurisdiction,  this lease shall be construed
as if such  invalid  phrases,  sentences,  clauses  or  articles  had  not  been
inserted.

     30.  This lease sets forth the entire  agreement  between  the  parties and
cannot be modified or amended  except in writing duly executed by the respective
parties.

     31. NO RECORDING. This lease shall not be recorded.

     32. HOLIDAYS.  The building of which the premises are a part will be closed
on all holidays as determined by the Federal  Government.  LESSEE can access the
building on holidays;  however,  LESSEE is not guaranteed  building  services on
these days.

     33.  AUTHORITY TO EXECUTE.  The parties  hereto each agree and represent to
the other that the  signatories  hereof have the  authority  to execute and bind
each of the named LESSOR and LESSEE  respectively  to the terms and covenants of
the lease.

     34. QUIET  ENJOYMENT.  Upon LESSEE'S  observing and  performing  all of the
terms,  covenants  and  conditions  in this lease,  LESSEE shall  peaceably  and
quietly have and hold the  Premises,  without  hindrance or  molestation  by any
person or persons lawfully claiming by, through or under LESSOR,  subject to the
terms of this lease.



                                     - 16 -
<PAGE>

     35. ADDENDA. The addenda attached hereto numbered 1 through 5 and Exhibit A
are incorporated herein by reference.

     IN WITNESS  WHEREOF,  the said  parties  hereunto set their hands and seals
this 14th day of July, 1992.

     LESSOR:   SALLY A. STARR AND LISA A. BROWN AS TRUSTEES OF D STREET 451 REAL
               ESTATE TRUST FOR THE BENEFIT OF D STREET LIMITED  PARTNERSHIP 

               BY:/s/ Sally A. Starr
                  ----------------------------------------------
                  Sally A. Starr as Trustee and Not Individually

               BY:/s/ Lisa A. Brown
                  ----------------------------------------------
                  Lisa A. Brown as Trustee and Not Individually

     ADDRESS:  39 Brighton Avenue 
               Boston, MA 02134

     LESSEE:   MASTER MOTION PICTURE CO., INC. 

               BY:/s/ Les W. Brewer
                  ----------------------------------------------
                  Les W. Brewer II, President

     ADDRESS:  451 D Street
               Boston, MA 02110


                                     - 17 -
<PAGE>

ADDENDUM #1:  RULES AND REGULATIONS
-----------------------------------

     1.   The sidewalks,  entrances,  driveways,  passages,  courts,  elevators,
          vestibules,  stairways,  corridors or halls shall not be obstructed or
          encumbered  by any  lessee  or used  for any  purpose  other  than for
          ingress  to  and  egress  from  the   Premises  and  for  delivery  of
          merchandise  and  equipment  in a prompt and  efficient  manner  using
          elevators  and  passageways  designated  for such  delivery by LESSOR.
          There  shall not be used in any space,  or in the  public  hall of the
          building,  either by a lessee or by jobbers or others in the  delivery
          or receipt of merchandise, any hand trucks, except those equipped with
          rubber tires and sideguards. If the Premises are situate on the ground
          floor of the  Building,  lessee  thereof  shall  further,  at lessee's
          expense,  keep the sidewalks and curb in front of said premises  clean
          and free from ice, snow, dirt and rubbish.

     2.   The water and wash closets and plumbing fixtures shall not be used for
          any  purposes  other  than  those for  which  they  were  designed  or
          constructed,   and  no  sweepings,   rubbish,  rags,  acids  or  other
          substances  shall  be  deposited  therein,  and  the  expense  of  any
          breakage, stoppage or damage resulting from the violation of this rule
          shall be borne by the lessee who, or whose clerks,  agents,  employees
          or visitors, shall have caused it.

     3.   No lessee  shall  sweep or throw or permit to be swept or thrown  from
          the Premises any dirt or other substances into any of the corridors or
          halls,  elevators,  or out of the doors or windows or stairways of the
          Building,  and lessee shall not use, keep or permit to be used or kept
          any foul or noxious  gas or  substance  in the  Premises  or permit or
          suffer the  Premises to be occupied or used in a manner  offensive  or
          objectionable  to LESSOR or other  occupants of the Building by reason
          of noise, odors and/or vibrations,  or interfere in any way with other
          lessees or those  having  business  therein,  nor shall any animals or
          birds be kept in or about the  Building.  Smoking or carrying  lighted
          cigars or cigarettes in the elevators of the Building is prohibited.

     4.   No awnings or other projections shall be attached to the outside walls
          of the Building without the prior written consent of LESSOR.

     5.   No sign, advertisement,  notice or other lettering shall be exhibited,
          inscribed, painted or affixed by any lessee on any part of the outside
          of the  Premises or the  Building or on the inside of the  Premises if
          the same is visible from the outside of the Premises without the prior
          written  consent of LESSOR,  except that the name of lessee may appear
          on the entrance door of the Premises. In the event of the violation of
          the  foregoing  by any  lease,  LESSOR  may remove  same  without  any
          liability,  and may charge the  expense  incurred  by such  removal to
          lessee or lessees  violating  this rule.  Interior  signs on doors and
          directory  tablet  shall be  


<PAGE>

          inscribed, painted or affixed for each lessee by LESSOR at the expense
          of such lessee,  and shall be of a size and color and style acceptable
          to LESSOR.

     6.   Except with prior written  consent of LESSOR,  which consent shall not
          be  unreasonably  withheld  or delayed,  and as LESSOR may direct,  no
          lessee shall mark, paint, drill into, or in any way deface any part of
          the  Premises  or the  Building  of which  they  form a part or cut or
          string wires, lay linoleum,  or other similar floor covering,  so that
          the same shall come in direct  contact with the floor of the Premises,
          and,  if  linoleum or other  similar  floor  covering is desired to be
          used,  an  interlining  of  builder's  deadening  felt  shall be first
          affixed to the floor, by a paste or other material,  soluble in water;
          the use of cement or other similar  adhesive  material being expressly
          prohibited.

     7.   Except with the prior written  consent of LESSOR,  which consent shall
          not be unreasonably  withheld or delayed, no additional locks or bolts
          of any kind  shall be placed  upon any of the doors or  windows by any
          lessee,  nor shall any changes be made in existing  locks or mechanism
          thereof.  If requested,  LESSEE shall provide  lessor with a copy of a
          key  for  all  new  locks  or  bolts.  Each  lessee  shall,  upon  the
          termination  of  his  tenancy,  restore  to  LESSOR  all  keys  either
          furnished  to or otherwise  procured by, such LESSEE.  In the event of
          the loss of any keys  furnished to LESSEE,  LESSEE shall pay to LESSOR
          the cost thereof.

     8.   Freight, furniture,  business equipment,  merchandise and bulky matter
          of any description shall be delivered to and removed from the Premises
          only on the freight  elevators  and through the service  entrances and
          corridors or in an alternative  way approved by LESSOR and only during
          hours and in a manner approved by LESSOR.

     9.   Canvassing,  soliciting and peddling in the Building is prohibited and
          each lessee shall cooperate to prevent the same.

     10.  LESSOR shall have the right to prohibit any  advertising by any lessee
          which,  in LESSOR'S  opinion,  tends to impair the  reputation  of the
          Building  or its  desirability  as a building  for  offices,  and upon
          written  notice from LESSOR,  lessee shall refrain from or discontinue
          such advertising.

     11.  Except as provided below in this rules/regulations  number eleven (11)
          and except for those items  necessary for the cleaning and maintenance
          of  LESSEE'S  business,  including  office  supplies,  which  shall be
          properly  stored to minimize  the risk of fire and  explosion,  LESSEE
          shall not bring or permit to be brought or kept in or on the Premises,
          any inflammable, combustible or explosive fluid, material, chemical or
          substance,  or cause or permit any odors of cooking or other  process,
          or any unusual or other  objectionable odors to permeate in or emanate
          from the Premises.



                                     - 2 -
<PAGE>

          A.   The LESSOR  agrees  that the LESSEE may use and store  within the
          Premises  certain chemical  substances for developing film,  provided,
          however that the LESSEE faithfully and strictly complies with each and
          every one of the following conditions:

          1.   The LESSEE  shall  promptly  provide to the LESSOR a complete and
          comprehensive  written listing of all such chemical  substances  which
          the LESSEE shall use and store in the Premises;

          2.   The  LESSEE  shall not use,  nor  store,  nor  permit  the use or
          storage  of any such  chemical  substance  in or about  the  Building,
          except in the Premises;

          3.   The LESSEE shall promptly  provide the LESSOR with written notice
          of  any  and  all  additions  and/or  changes  in  said  complete  and
          comprehensive  listing of such chemical substances throughout the term
          of this lease and any and all extensions thereof;

          4.   The LESSEE  represents  and warrants to the LESSOR that each such
          chemical  substance  so used and/or  stored  will not be  inflammable,
          combustible, and/or explosive;

          5.   The LESSEE  shall at all times  comply with all  federal,  state,
          local and manufacturer's fire, safety, storage,  disclosure,  disposal
          and use  regulations,  statutes and  instructions for any and all such
          chemical substances;

          6.   The LESSEE shall  indemnify and save the LESSOR harmless from any
          and all losses and damage  occasioned by the use and/or storage of any
          and all such chemical substances;

          7.   In disposing of all such  chemical  substances,  the LESSEE shall
          cause each such chemical  substance to be drained  through a limestone
          filtration system, or similar  state-of-the-art system consistent with
          LESSEE'S  use,  which  system  will  be  chosen  by  the  LESSOR,  but
          purchased, installed and maintained solely at the LESSEE'S expense;

          8.   The LESSEE'S  maintenance  of said  limestone  filtration  system
          shall  include,   without  limitation,   the  monthly  replacement  of
          limestone;

          9.   The LESSEE  shall,  at all  times,  carry  appropriate  liability
          insurance, at the LESSEE'S sole expense, covering the Premises and the
          Building against all claims,  losses and damage  occasioned by the use
          and/or storage of such chemical substances;

          10.  If the LESSOR  determines  that the LESSEE is not complying  with
          one or more of the above set forth conditions,  the LESSOR shall cause
          the LESSEE to 


                                     - 3 -
<PAGE>

          receive  written notice thereof  (delivery of the same to the Premises
          shall be deemed receipt by the LESSEE),  and the failure by the LESSEE
          to completely correct such noncompliance  within fifteen (15) calendar
          days shall be deemed a default by the LESSEE  which shall  entitle the
          LESSOR to proceed to recover  possession  of the Premises  without the
          necessity of serving further notice to the LESSEE.

          B.   The LESSOR agrees that the LESSEE may use and/or store within the
          Premises  limited  quantities of certain  chemical  substances for the
          removal of paint, provided, however, that the LESSEE shall comply with
          each of the  conditions  set  forth  in  part A  above,  and  provided
          further,  that the  LESSEE  shall at all  times  cause  said  chemical
          substances  for the  removal  of  paint  to be  stored  in one or more
          fireproof  containers,  which  containers  must have been  approved in
          writing by the LESSOR.


                                     - 4 -
<PAGE>

ADDENDUM #2:  PARKING
---------------------

LESSEE shall have the right  during the term of this lease to park  thirty-seven
(37) insured  passenger  motor  vehicles only in the parking area adjacent to 68
Fargo Street as  specified  by LESSOR,  at all times day and night at no cost to
LESSEE. Five (5) of the thirty-seven (37) spaces shall be assigned to LESSEE for
LESSEE'S  use and shall be  designated  as such on  Exhibit C  attached  hereto.
LESSOR reserves the right to relocate such spaces to comparable location. LESSEE
shall be solely  responsible for the removal of unauthorized  vehicles from said
spaces;  provided,  however,  LESSEE shall notify LESSOR prior to removal of any
vehicle displaying the appropriate  designation which then currently permits the
right to park in the lot. Parking shall be completely at LESSEE'S sole risk, and
LESSOR shall not be  responsible  for any injury or property  damage  related to
such  parking or the  vehicles.  Moreover,  LESSEE  shall  remove said  vehicles
temporarily at LESSOR'S request for snow plowing purposes and other  maintenance
purposes  and if the  vehicles  are  present  during  snow  plowing  activities,
irrespective  of whether  LESSOR has notified  LESSEE of the same,  LESSOR shall
have the right to plow near the  vehicles,  and LESSOR  shall not be required to
remove the plowed snow at or around the vehicles. LESSEE and LESSEE'S designated
employees,   agents  or  servants  shall  at  all  times  material  display  any
appropriate  designation  as shall be  required by LESSOR  permitting  LESSEE to
utilize said parking  facility.  LESSEE shall execute any additional  reasonable
documents  consistent  with the purpose  hereof to  accomplish  LESSEE'S  rights
hereunder,  and such  documentation  shall by reference be incorporated into the
lease.

The LESSEE  acknowledges  that the parking  privilege  herein  shall be adjusted
based upon the ratio of one space per 1,000  square  feet  occupied in the event
the Premises  square  footage  shall be adjusted  during the term.  In the event
LESSEE shall seek to add additional  parking,  any additional spaces shall be at
the  market  rent  then in  effect at the time of  leasing;  provided,  however,
nothing contained herein shall extend to LESSEE the right to additional spaces.



                                     - 5 -
<PAGE>

ADDENDUM #3:  OPTION TO EXTEND AT MARKET WITH APPRAISALS
--------------------------------------------------------

LESSEE, having at all times faithfully performed all of the terms and conditions
of this lease  and,  not being in  default,  shall have the option to renew this
lease  under the same  terms  and  conditions  of this  lease  except  for rent,
adjustments  to rent,  tax clause and,  except for this option for one, five (5)
year term, provided LESSEE complies with the provisions stated below:

     A.   Upon  LESSOR'S  receipt of written  notice on or before six (6) months
     prior to the  Expiration  Date from LESSEE that  LESSEE is  exercising  its
     extension option,  LESSOR will within thirty (30) days notify LESSEE of the
     proposed  Base Rent,  Adjusted  Rent and  Additional  rent due to Taxes and
     Trash for the extension term.

     B.   Within  thirty  (30) days after  receipt of LESSOR'S  proposed  terms,
     LESSEE will notify LESSOR either of its  acceptance of the proposed  terms,
     or of its  rejection of the  proposed  terms.  LESSOR'S  failure to receive
     LESSEE'S  written  notice  within the  prescribed  period shall be deemed a
     rejection of LESSOR'S proposed terms.

     C.   If LESSEE rejects LESSOR'S  proposed Base Rent for the extension term,
     LESSOR and LESSEE shall attempt to fix a new Base Rent by agreement. In the
     event that LESSOR and LESSEE do not agree within the period  ending  thirty
     (30) days after LESSOR'S receipt of LESSEE'S rejection of LESSOR'S proposed
     terms,  the Base Rent shall be fixed according to the following  procedure:
     LESSEE  and LESSOR  shall  each  select an  independent  appraiser  and the
     appraisers  selected by LESSEE and LESSOR shall mutually agree upon a third
     appraiser.

     The three  appraisers shall  independently  estimate the fair market rental
     value of the Premises  without  interior  partitioning  and other  interior
     improvements and submit their three estimates to LESSOR and LESSEE. In case
     of  disagreement  among  the  three  appraiser's  estimates,  the three (3)
     estimates  shall be averaged,  and the resulting  average shall be the Base
     Rent for the renewal term.

     Fees and costs incurred in connection with these  appraisals shall be split
     equally between LESSOR and LESSEE.




                                     - 6 -
<PAGE>

ADDENDUM #4:  HAZARDOUS SUBSTANCES
----------------------------------

As used herein, the following definitions shall apply:

1.   "Hazardous  Substance"  means any  substance,  waste or  material  which is
deemed hazardous,  toxic, a pollutant or contaminant under any federal, state or
local statute, law, ordinance,  rule, regulation,  or judicial or administrative
order or decision, now or hereafter in effect.

2.   "Hazardous Substance on the Premises" means any hazardous substance present
in, on,  near or  emanating  from the  Premises  or at the  surface or below the
surface  thereof.  As used in this Addendum,  the term "Premises"  includes,  in
addition to the leased  Premises,  the  building(s) and grounds of which it is a
part.

3.   "Applicable  Law" shall mean all federal,  state and local statutes,  laws,
ordinances,  rules and  regulations  and  judicial  and  administrative  orders,
rulings and decisions  that are  applicable  now or in future to the Premises or
any portion thereof or to any activity which shall take place thereon.

LESSEE shall not generate,  store,  release,  dispose of or otherwise handle any
Hazardous Substance on the Premises; moreover, LESSEE shall not take any action,
conduct any activity or fail to take any action which causes, contributes, or is
likely to cause or contribute to, a threat of release of any Hazardous Substance
on the Premises.

LESSEE furthermore shall not install or cause to be installed any chemical,  oil
or gasoline  storage tank(s) on, under or around the Premises,  and it shall not
install  or  cause  to be  installed  on,  around  or  under  the  Premises  any
transformers   or  other   equipment  which  contain  PCBs  or  other  Hazardous
Substances. LESSOR warrants that LESSOR has not knowingly installed or caused to
be installed  any  Hazardous  Substances on the Premises from and after the date
LESSOR took title to the Premises.

LESSEE shall defend, indemnify and hold harmless LESSOR and any mortgagee of the
Demised Premises from and against any and all liability,  loss,  suits,  claims,
actions, causes of action,  proceedings,  demands,  costs, penalties,  fines and
expenses,  including without limitation attorneys' fees,  consultants' fees, and
cleanup costs,  resulting from the presence of, release of, or threat of release
of, any Hazardous Substance on the Premises, arising from the action or inaction
of LESSEE,  its employees,  invitees,  contractors and agents, or arising out of
the  generation,  storage,  treatment,  handling,  transportation,  disposal  or
release (or threat of release) by LESSEE, its employees,  invitees,  contractors
and agents of any Hazardous Substance at or near the Premises, or arising out of
any  violation(s)  by  the  same  of  the  Applicable  Law  regarding  Hazardous
Substances.

LESSEE  shall  remove,  clean  up and  remedy  any  Hazardous  Substance  on the
Premises, or any threat or release of Hazardous Substance on the Premises to the
extent  required by  Applicable  Law,  provided  that the  presence or threat of
release of such  Hazardous  Substance  resulted  from 


                                     - 7 -
<PAGE>

the action or inaction of LESSEE,  its  employees,  contractors  or agents,  and
LESSEE shall be obligated to continue to pay Base Rental,  Additional  Rents and
other  sums due  under  the  lease  until  such  removal,  clean up or remedy is
completed in accordance  with Applicable  Laws,  whether or not the term of this
lease  shall  terminate  or expire.  LESSEE  hereby  grants  LESSOR the right to
inspect the Premises throughout the term of this lease, to determine that LESSEE
is in compliance  with  Applicable Laws and LESSEE agrees to provide LESSOR with
all  information  necessary  to  ascertain  that  LESSEE is in  compliance  with
Applicable Laws.

LESSEE shall comply with all  provisions of  Massachusetts  General Laws Chapter
21E, the  Massachusetts Oil and Hazardous  Material Release  Prevention Act (the
"Act"), and in that regard shall comply with all "operator" obligations therein,
including the reporting and requirements of Section 7 thereof.

Any  release or threat of release of any  Hazardous  Substance  on the  Premises
arising  from the  action  or  inaction  of  LESSEE,  its  employees,  invitees,
contractors,  or  agents,  any  breach by LESSEE of its  obligations  under this
Addendum,  or any  violation  by  LESSEE  of the  provisions  of the  Act  shall
constitute a default by LESSEE under the lease.  In the event of such a default,
notwithstanding the provisions of Paragraph 20, LESSOR shall have the additional
right, but not the obligation, to take any action or perform any act required by
this  Addendum of the LESSEE to such  extent and in such manner as LESSOR  deems
appropriate,  including paying  necessary  costs,  fees and attorneys' fees. The
making of any such payment or the performing of any such act by the LESSOR shall
not waive or release the LESSEE from it obligations  and  agreements  hereunder.
All amount so paid by LESSOR shall be  immediately  due and payable by LESSEE to
LESSOR on demand,  as  additional,  rent with interest  thereon at three percent
over  the  prime  rate of  interest  announced  from  time to time by the  First
National Bank of Boston.

LESSOR,  in  addition  and not in  limitation  of its  rights  in the  preceding
paragraph,  shall  have the right to  enforce  LESSEE'S  obligations  under this
Addendum by taking legal action seeking among other things, injunctive relief.


                                     - 8 -
<PAGE>

ADDENDUM #5: RIGHTS AND OBLIGATIONS OF LESSOR AND LESSEE
--------------------------------------------------------
REGARDING SEVENTH FLOOR REAR SPACE AS DEFINED HEREIN
----------------------------------------------------

LESSOR and LESSEE  acknowledge  and agree  that a portion of the  seventh  (7th)
floor as delineated on Exhibit A as Space A is currently  utilized by LESSEE and
that such Space A shall be surrendered to LESSOR. LESSEE shall surrender Space A
to LESSOR  within two (2) weeks of  execution  of this lease,  and LESSEE  shall
thereafter  have no right to utilized  the Space A for any  purpose.  LESSOR and
LESSEE shall  physically  delineate Space A in the Building in a manner mutually
agreed to by the parties.

Upon  request  of lessor and  within  ninety  (90) days  thereof,  LESSEE  shall
construct at LESSEE'S  expense a demising wall  delineating the front portion of
the Premises,  and such demising wall shall be  constructed to Column line 23 as
defined  on Exhibit A. In  constructing  such  demising  wall,  LESSEE  shall be
obligated to construct the same utilizing construction materials and finish work
which is  consistent  with the demising  wall  currently  existing in such area.
Prior to the  commencement  of any work,  LESSEE shall deliver to LESSOR any and
all  plans for  LESSOR'S  approval,  which  approval  shall not be  unreasonably
withheld or delayed. Any and all plans shall be designed such that the bathrooms
currently  identified  on Exhibit A as number 3 and number 4 shall be delineated
as Common Area and the egress  identified  therein  shall be preserved as Common
Area,  and no walls  shall be  constructed  so as to impede or  otherwise  block
access to such  egress.  LESSOR and LESSEE  acknowledge  that there  shall be no
adjustment  to the  Premises  square  footage  or to the rent  payable to LESSOR
relating to the within constructions.

Prior to the  construction  of the demising  wall,  LESSEE  shall permit  access
through  the  Premises to Space A by LESSOR at  reasonable  times as required by
LESSOR,  and LESSEE shall not  unreasonably  deny access  thereto.  In the event
LESSEE shall fail to construct the demising wall required  herein,  LESSOR shall
undertake to accomplish the same, and LESSEE shall  reimburse to LESSOR the cost
thereof as additional rent.

                                     - 9 -
<PAGE>


                               AMENDMENT TO LEASE
                               ------------------

     WHEREAS, Sally A. Starr and Lisa A. Brown, as Trustees of D Street 451 Real
Estate Trust for the benefit of D Street 451 Limited Partnership,  is the lessor
(the "LESSOR") and Master Motion Picture Co., Inc., is the lessee (the "LESSEE")
under a lease  agreement (the "Lease")  dated July 14, 1992,  whereby Lessee has
leased  approximately  37,569 square feet of rentable  seventh (7th) floor space
comprised of approximately (i) 24,842 square feet of space on the D Street side,
and (ii) 12,727  rentable  square feet on the E Street side,  of the building at
451 D Street, Boston, Massachusetts (the "Premises"); and

     WHEREAS,  LESSEE  desires  to  continue  to  operate  its  business  at the
Premises; and

     WHEREAS,  as of the  date  hereof  LESSEE  owes  to  LESSOR  the  following
arrearages under the lease: (i) arrearages for water and sewer usage (the "Water
and Sewer  Arrearages")  due  pursuant  to  Section 7 of this lease in the total
amount of  $16,446.44;  (ii)  arrearages  for  additional  rent due  pursuant to
Section 6D of the lease, in the total amount of $35,000.00 (the "Additional Rent
Arrearages"),  and  (iii)  arrearages  for Base  Rent due under the lease in the
total amount of $6,184.04 (the "Base Rent Arrearages"); and

     WHEREAS,  the parties  have  agreed to a plan,  as stated  herein,  for the
payment  by LESSEE of  LESSEE'S  Water and  Sewer  Arrearages,  Additional  Rent
Arrearages and Base Rent Arrearages; and

     WHEREAS,  the parties  hereto have agreed that LESSOR  shall from and after
May 1, 1993, bill LESSEE on a monthly basis for its water and sewer usage at the
Premises.

     NOW,  THEREFORE,  for good and valuable  consideration,  the sufficiency of
which is mutually  acknowledged by the LESSOR and the LESSEE, the parties hereby
AGREE, effective May 1, 1993, as follows:

     1.   Section 5 of the lease,  entitled "Security Deposit" is deleted in its
          entirety.  Notwithstanding  anything  in the  lease  to the  contrary,
          LESSOR shall draw upon LESSEE'S entire security  deposit in the amount
          of $15,602.00, which amount shall be applied toward LESSEE'S Water and
          Sewer  Arrearages of $16,446.44.  The remainder of the Water and Sewer
          Arrearages,  namely  $588.44,  shall be paid to LESSOR by LESSEE  upon
          execution  of this  Amendment by LESSEE as  additional  rent under the
          lease.

     2.   Section  6D of the  lease  is  deleted  in its  entirety  and in place
          thereof is substituted the following new Section 6D:

          D.   LESSEE  shall  pay  to  LESSOR  as  additional  rent  as  further
               consideration  hereof,  the Additional  Rent  arrearages,  in the
               total amount of $35,000.00.  Commencing on May 1, 1993 and on the
               first day of each of the  succeeding  twenty-three  (23)  months,
               through and including  April 1, 



<PAGE>

               1995, LESSEE shall pay to LESSOR the sum of $1,458.33, all in the
               same manner in which Base Rent is payable hereunder.

     3.   Section 7 of the lease is hereby  amended by deleting  from the second
          sentence  of  the  second   paragraph  of  Section  7,  (i)  the  word
          "quarterly," and (ii) the phrase, "thirty (30) days," and substituting
          in place thereof the word  "monthly" and the phrase,  "ten (10) days,"
          respectively,  with the  effect  that  LESSOR  shall  pay on a monthly
          basis,  within ten (10) days or receipt of a statement from LESSOR for
          its water and sewer usage at the Premises.

     4.   The parties  hereto agree that,  as of April 30, 1992,  LESSEE owes to
          LESSOR  the Base Rent  Arrearages  in the total  amount of  $6,184.04.
          LESSEE  agrees  that  LESSEE  shall pay such Base Rent  Arrearages  to
          LESSOR in two equal payments of $3,092.02, due on May 1, 1993 and June
          1, 1993, as additional rent due under the lease.

     5.   In all other respects, the lease shall remain the same.

Executed under seal this 28th day of April, 1993.

LESSOR:   SALLY A. STARR AND LISA A.  BROWN,  AS  TRUSTEES  OF D STREET 451 REAL
          ESTATE TRUST


          BY:/s/ Sally A. Starr
             -----------------------------------
             SALLY A. STARR, AS TRUSTEE


          BY:/s/ Lisa A. Brown
             -----------------------------------
             LISA A. BROWN, AS TRUSTEE


LESSEE:   MASTER MOTION PICTURE CO., INC.



          BY:/s/ Les W. Brewer
             -----------------------------------
             PRESIDENT



                                     - 2 -
<PAGE>


                            SECOND AMENDMENT TO LEASE
                            -------------------------

Reference  is made to a Lease dated July 14, 1992 and an Amendment to Lease (the
"First  Amendment")  dated April 28, 1993  (collectively,  the "Lease")  between
Sally A. Starr and Lisa A. Brown,  as Trustees of D Street 451 Real Estate Trust
for the benefit of D Street 451 Limited Partnership,  as lessor (hereinafter the
"LESSOR"),  and Boris Image Group,  Inc.  f/k/a Master Motion  Picture  Company,
Inc.,  as lessee  (hereinafter  the  "LESSEE")  whereby  LESSEE  has  leased the
premises  (the  "Premises")  consisting of  approximately  37,569 square feet of
rentable  seventh (7th) floor space at the building (the  Building")  located at
451  D  Street  in  Boston,  Massachusetts,  which  Premises  are  comprised  of
approximately  (i) 24,842  rentable square feet of space on the D Street side of
the Building, and (ii) 12,727 rentable square feet of space on the E Street side
of the Building.

     WHEREAS,  the  LESSEE  desires  to  continue  to  conduct  business  at the
Premises; and

     WHEREAS,  by letter dated March 17, 1995, the LESSOR  notified  LESSEE that
LESSEE owed to LESSOR arrearages totaling $90,578.09 under the Lease; and

     WHEREAS,  the parties  hereto have  negotiated a settlement  regarding  the
Arrearages.

     NOW,  THEREFORE,  for good and valuable  consideration,  the sufficiency of
which is  mutually  acknowledged  by the LESSOR and LESSEE,  the parties  hereby
AGREE as follows:

     1.   By letter dated March 17, 1995, the LESSOR notified LESSEE that LESSEE
          owed to LESSOR,  as of March 1, 1995,  arrearages  (the  "Arrearages")
          totaling $90,578.09 for water and sewer usage pursuant to Section 7 of
          the Lease,  additional rent pursuant to Section 6D of the Lease,  Base
          Rent pursuant to Section 4, Taxes  pursuant to Section 6A of the Lease
          and Parking  pursuant to Addendum #2 of the Lease. The LESSEE believes
          that  its  Arrearages  under  the  Lease  total  $56,625.90,  and  not
          $90,578.09, and in furtherance thereof, have paid to LESSOR the sum of
          $20,352.26  on March 10, 1995 and  $36,273.64  on March 21,  1995.  In
          order to  resolve  this  dispute,  LESSOR  has  agreed to accept  such
          payments totaling $56,624 as full settlement of LESSEE'S Arrearages.

     2.   Section 6D of the Lease is hereby deleted in its entirety.

     3.   In all other respects, the Lease shall remain the same.


<PAGE>

LESSOR:   D STREET 451 REAL ESTATE TRUST


BY:/s/ Sally A. Starr                        BY:/s/ Lisa A. Brown
   --------------------------------------       -------------------------------
   Sally A. Starr, as Trustee and not           Lisa A. Brown, as Trustee and
   individually                                 not individually

LESSEE:   BORIS IMAGE GROUP, INC. (formerly known as
          Master Motion Picture Co., Inc.)



BY:/s/ Les W. Brewer
   -----------------------------------

   Its President