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                                                                    EXHIBIT 10.7

STANDARD FORM COMMERCIAL LEASE
------------------------------

1.  PARTIES:        Padala Realty Trust,
                    ------------------------------------------------------------
                    76 Strawberry Hill Road,
                    Concord, Massachusetts, 01742,
                    who Rosemary Nicholson Trustee,
                    ------------------------------------------------------------
                    expressly warrants that it is the owner of the property at
                    360 Massachusetts Avenue, Acton, Massachusetts
                    and a Lessor of said property.

                    LESSOR, which expression shall include its heirs,
                    successors, and assigns where the context so admits, does
                    hereby lease to:

                    Mother Nature's General Store, Inc.
                    ------------------------------------------------------------
                    dba Mothernature.com

                    LESSEE, which expression shall include its successors,
                    executors, administrators and assigns where the context so
                    admits, and the LESSEE hereby leases the following described
                    premises:

2.  PREMISES:       Approximately 5,000 s.f. gross of a two story office
                                  ----------
                    building at 360 Massachusetts Avenue, Acton, Massachusetts
                    01720 together with the right to use in common, with others
                    entitled thereto, the hallways, stairways, and elevators,
                    necessary for access to said leased premises, and lavatories
                    nearest thereto.

3.  TERM:           The term of this lease shall be for three (3) years
                                                        -----
                    commencing on July 1, 1998
                                  ------------
                    and ending on June 30, 2001
                                  -------------

4.  RENT:           The LESSEE shall pay to the LESSOR rent at the rate of:
                    Year One:  $80,000 per year
                    ------------------------------------------------------------
                    $6,666.67 in monthly installments
                    ------------------------------------------------------------
                    payable in advance.
                    ------------------------------------------------------------
                    Year Two:  $92,500 per year
                    ------------------------------------------------------------
                    $7,708.33 in monthly installments
                    ------------------------------------------------------------
                    payable in advance.
                    ------------------------------------------------------------
                    Year Three:  $105,000 per year
                    ------------------------------------------------------------
                    $8,750 in monthly installments
                    ------------------------------------------------------------
                    payable in advance.
                    ------------------------------------------------------------

5.  SECURITY        Upon the execution of this lease, the LESSEE shall pay to
    DEPOSIT:        the LESSOR the amount of: $16,458 Dollars as security
                                               ------
                    deposit and last month's rent which shall be held as a
                    security for the LESSEE's performance as herein provided and
                    refunded to the
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                                      -2-

                               LESSEE at the end of this lease subject to the
                               LESSEE's satisfactory compliance with the
                               conditions hereof.

6.  RENT                       The LESSEE shall pay to the LESSOR as additional
    ADJUSTMENT:                rent 25% percent per year for a proportionate
                               share of any increase in operating expenses,
                               based on actual costs in the preceding year of
                               lease. (Excepting Real Estate Taxes, which will
                               be based on actual increases not to be capped.)
                               *See Exhibit "B" .


                               The LESSEE shall make payment within thirty (30)
                               days of written notice from the LESSOR that such
                               operating expenses, or increased taxes, are
                               payable by the LESSOR.

7.  UTILITIES:                 The LESSOR agrees to furnish utilities, water and
                               sewer, reasonable HVAC to the leased premises,
                               hallways, stairways, and lavatories during normal
                               business hours on regular business days of the
                               appropriate seasons. To make available such
                               cleaning services as is customary in similar
                               buildings in said city or town, 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.

                               Electricity, separately metered - for the demised
                               premises which is total cost of electricity for
                               the premises, including lights, plugs, and all
                               heating costs will be paid by the LESSEE.

                               All cleaning services for the demised premises
                               will be paid for by the LESSEE.

8.  USE OF LEASED              The LESSEE shall use the leased premises only for
    PREMISES:                  the purpose of General Business Office use, and
                               according to the attached `Building Rules'.
                               *Exhibit "A".

9.  COMPLIANCE                 The LESSEE acknowledges that no trade or
    WITH LAWS:                 occupation shall be conducted in the leased
                               premises or use made thereof which will be
                               unlawful, improper, noisy or offensive, or
                               contrary to any law or ordinance in force in the
                               city or town in which the premises are situated.

10. FIRE INSURANCE:            The LESSEE shall not permit any use of the leased
                               premises which will make voidable any insurance
                               of the property of which the leased 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
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                                      -3-

                               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               The LESSEE agrees to maintain the leased premises
     OF PREMISES:              in the same condition as they are at the
                               commencement of the term or as they may be put in
                               during the term of this lease, reasonable wear
                               and tear, damage by fire and other casualty only
                               excepted, and whenever necessary, to replace
                               plate glass and other glass therein,
                               acknowledging that the leased premises are now in
                               good order and the glass whole. The LESSEE shall
                               not permit the leased 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.

12.  ALTERATIONS/              The LESSEE shall not make structural alterations
     ADDITIONS:                or additions to the leased 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 connections with work
                               performed at the direction of LESSEE and shall
                               cause any such lien to be released of record
                               forthwith without cost to LESSOR. Any permanent
                               alterations or improvements made by the LESSEE
                               shall become the property of the LESSOR at the
                               termination of occupancy as provided herein.

13.  ASSIGNMENT/               The LESSEE shall not assign or sublet the whole
     SUBLEASING:               or any part of the leased premises without
                               LESSOR's prior written consent, which consent
                               shall not be unreasonably withheld or delayed.
                               Notwithstanding such consent, LESSEE shall remain
                               liable to LESSOR for the payment of all rent and
                               for the full performance of the covenants and
                               conditions of this lease.

14.  SUB-ORDINATION:           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, a lien or liens on the
                               property of which the leased 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

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                                      -4-

                               this lease to said mortgages, deed of trust or
                               other such instruments in the nature of a
                               mortgage.

15.  LESSOR'S                  The LESSOR or AGENTS of the LESSOR may, at
     ACCESS:                   reasonable times, and upon reasonable notice,
                               enter to view the leased 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
                               leased premises to others, at any time within six
                               (6) months before the expiration of the term, and
                               may affix a space available sign to any suitable
                               part of the leased premises or property of which
                               the leased premises are a part and keep the same
                               so affixed without hindrance or molestation.

16.  INDEMNIFICATION:          The LESSEE shall save the LESSOR harmless from
                               all loss and damage occasioned by the use or
                               escape of water or by the bursting of pipes, as
                               well as from any claim or damage resulting from
                               neglect in not removing snow and ice from the
                               roof of the building or from the sidewalks
                               bordering upon the premises so leased, or by any
                               nuisance made or suffered on the leased premises,
                               unless such loss is caused by the neglect of the
                               LESSOR. The removal of snow and ice from the
                               sidewalks and parking areas bordering upon the
                               leased premises shall be the LESSOR's
                               responsibility.

17.  LESSEE'S                  The LESSEE shall maintain with respect to the
     LIABILITY                 leased premises and the property, of which the
     INSURANCE:                leased premises are a part, comprehensive public
                               liability insurance in the amount of $100,000.00,
                               with property damage insurance in limits of
                               $300,000.00, in responsible companies qualified
                               to do business in Massachusetts and in good
                               standing therein insuring the LESSOR as well as
                               LESSEE against injury to persons or damage to
                               property as provided. The LESSEE shall deposit
                               with the LESSOR certificates for such insurance
                               at or prior to the commencement of the term, and
                               thereafter thirty (30) days prior to the
                               expiration of any such policies. All such
                               insurance certificates shall provided that such
                               policies shall not be cancelled without at least
                               ten (10) days prior written notice to each
                               assured named therein.

18.  FIRE, CASUALTY -          Should a substantial portion of the leased
     EMINENT DOMAIN:           premises, or of the property of which they are a
                               part, be substantially damaged by fire or other
                               casualty, or be taken by eminent domain, the
                               LESSOR may elect to terminate this lease. When
                               such fire, casualty, or taking renders the leased
                               premises substantially unsuitable for their
                               intended use, a just and proportionate
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                                      -5-

                               abatement of rent shall be made, and the LESSEE
                               may elect to terminate this lease if:
                               (a) The LESSOR fails to give written notice
                                   within thirty (30) days of intention to
                                   restore leased premises, or
                               (b) The LESSOR fails to restore the leased
                                   premises to a condition substantially
                                   suitable for their intended use within ninety
                                   (90) days of said fire, casualty, or taking.

                               The LESSOR reserves, and the LESSEE grants to the
                               LESSOR, all rights which the LESSEE may have for
                               damage or injury to the leased premises for
                               taking by eminent domain, except for damage to
                               the LESSEE's fixtures, property or equipment.

19.  DEFAULT AND               In the event that:
     BANKRUPTCY:               (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
                               (c) The LESSEE shall be declared bankrupt or
                                   insolvent according to law, or if any
                                   assignments 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 re-enter and
                               take complete possession of the leased premises,
                               to declare the term of this lease ended, and
                               remove the LESSEE's effects, using due and
                               reasonable care, without prejudice to any
                               remedies which might be otherwise used for
                               arrears of rent or other default. The LESSEE
                               shall indemnify the LESSOR against all loss of
                               rent and other payments which the LESSEE 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 condition 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
                               attorney's fees in instituting, prosecuting or
                               defending any action or proceeding, such sums
                               paid or obligations insured, with interest at the
                               rate of six (6) percent per annum and costs,
                               shall
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                               be paid to the LESSOR by the LESSEE as
                               additional rent.

20.  NOTICE:                   Any notice from the LESSOR to the LESSEE relating
                               to the leased premises or to the occupancy
                               thereof, shall be deemed duly served, if left at
                               the leased premises addressed to the LESSEE, or
                               if mailed to the leased premises, registered or
                               certified mail, return receipt requested, postage
                               prepaid, addressed to the LESSEE. Any notice from
                               the LESSEE to the LESSOR relating to the leased
                               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 and
                               Notices shall be paid and sent to the LESSOR at
                               360 Massachusetts Avenue, Acton, Ma. 01720.

21.  SURRENDER:                The LESSEE shall at the expiration or other
                               termination of this lease, remove all LESSEE's
                               goods and effects from the leased premises,
                               (including without hereby limiting the generality
                               of the foregoing, all signs and lettering affixed
                               or painted by the LESSEE, either inside or
                               outside the leased premises). LESSEE shall
                               deliver to the LESSOR the leased premises and all
                               keys, locks thereto, and other fixtures connected
                               therewith and all permanent alterations and
                               additions made to or upon the leased premise, in
                               the same conditions as they were at the
                               commencement of the term, or as they were put in
                               during the term hereof, reasonable wear and tear
                               and damage by fire or other casualty only
                               excepted. In the event of the LESSEE's failure to
                               remove any of the LESSEE's property from the
                               premises, LESSOR is hereby authorized, without
                               liability to LESSEE for loss or damage thereto,
                               and at the sole risk of LESSEE, to remove and
                               store any of the property at LESSEE's expense, or
                               to retain same under LESSOR's control or to sell
                               at public or private sale, without notice, any or
                               all of the property not so removed and to apply
                               the net proceeds of such sale to the payment of
                               any sum due hereunder, or to destroy such
                               property.

22.  OTHER PROVISIONS:         It is also understood and agreed that the
                               attached addendum and Plan of the Office space
                               (Exhibit "A"), are attached and made a part
                               hereof. The Building Rules and Regulations are
                               also attached and made a part hereof as Exhibit
                               "B". Also Exhibit "C": Operating Expenses for
                               1995. It is further understood that Parsons
                               Commercial Group, Inc. is the Broker of Record
                               with regard to this transaction and shall be
                               compensated by Lessor in accordance with
                               Exclusive Listing Agreement dated April 24, 1996.
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                                      -7-

IN WITNESS WHEREOF, the LESSOR AND LESSEE have hereunto set their hands and
common seals this 11th day of June, 1998.

                              PADALA REALTY TRUST


                              By: /s/ Rosemary Nicholson
                                 ------------------------------------
                              LESSOR:   Rosemary Nicholson, Trustee



                                  /s/ Michael Barach
                              ---------------------------------------
                              LESSEE:   Michael Barach, President
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                                      -8-

                                   EXHIBIT A
                                   ---------

                        BUILDING RULES AND REGULATIONS

1.   Tenant shall not obstruct or interfere with the rights of other tenants of
     the Building, or of persons having business in the Building, or in any way
     injure or annoy such tenants or persons. Tenant will not conduct any
     activity within the Demised Premises which will create excessive traffic or
     noise anywhere in the Building.

2.   Canvassing, soliciting and peddling in the Building are prohibited, and
     Tenant shall cooperate to prevent such activities.

3.   Tenant shall not bring or keep within the Building any animal, bicycle,
     motorcycle, or other type of vehicle.

4.   All office equipment and any other device of any electrical or mechanical
     nature shall be placed by Tenant in the Demised Premises in settings
     approved by Landlord, so as to absorb or prevent any vibration, noise, or
     annoyance. Tenant shall not construct, maintain, use or operate within the
     Demised Premises or elsewhere in the Building or outside of the Building
     any equipment or machinery which produces music, sound or noise, which is
     audible beyond the Demised Premises. Tenant shall not cause improper
     noises, vibrations or odors within the Building.

5.   Tenant shall not deposit any trash, refuse, cigarettes, or other substances
     of any kind within or out of the Building, except in the refuse containers
     provided therefor. No material shall be placed in the trash boxes or
     receptacles if such material is of such nature that it may not be disposed
     of in the ordinary and customary manner of removing and disposing of office
     building trash and garbage without being in violation of any law or
     ordinance governing such disposal. Tenant shall be charged the cost of
     removal for any items left by Tenant that cannot be so removed. All garbage
     and refuse disposal shall be made only through entryways and elevators
     provided for such purposes and at such times as Landlord shall designate.
     Tenant shall not introduce into the Building any substance which might add
     an undue burden to the cleaning or maintenance of the Demised Premises or
     the Building. Tenant shall exercise its best efforts to keep the sidewalks,
     entrances, passages, courts, lobby areas, garages or parking areas,
     elevators, escalators, stairways, vestibules, public corridors and halls in
     and about the Building (hereinafter "Common Areas") clean and free from
     rubbish. No Tenant shall cause any unnecessary labor by reason of such
     Tenant's carelessness or indifference in the preservation of good order and
     cleanliness. Landlord shall not be responsible to any Tenant for any loss
     of property on the Demised Premises, however occurring, or for any damage
     done to the effect of any tenant by the cleaning service or any other
     employee or any other person.

6.   Tenant shall use the Common Area only as a means of ingress and egress, and
     Tenant shall permit no loitering by any persons upon Common Areas or
     elsewhere within the Building. The Common Areas and roof of the Building
     are not for the use of the general
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                                      -9-

     public, and Landlord shall in all cases retain the right to control or
     prevent access thereto by all persons whose presence, in the judgment of
     Landlord, shall be prejudicial to the safety, character, reputation or
     interests of the Building and its Tenants. Tenant shall not enter or
     install equipment in the mechanical rooms, air conditioning rooms,
     electrical closets, janitorial closets, or similar areas or go upon the
     roof of the Building without the prior written consent of Landlord. No
     tenant shall install any radio or television antenna, loudspeaker, or other
     devise on the roof or exterior walls of the Building.

7.   Without limitation upon any of the provisions of the Lease, Tenant shall
     not mark, paint, drill into, cut, string wires within, or in any way deface
     any part of the Building, without the prior written consent of Landlord,
     and as Landlord may direct. Upon removal of any wall decorations or
     installations or floor coverings by Tenant, any damage to the walls or
     floors shall be repaired by Tenant at Tenant's sole cost and expense.
     Tenant shall not lay linoleum or similar floor coverings so that the same
     shall come into direct contact with the floor of the Demised Premises and,
     if linoleum or other similar floor covering is to be used, an interlining
     of builder's deadening felt shall be first affixed to the floor by a paste
     or other materials soluble in water. The use of cement or other similar
     adhesive material is expressly prohibited. Floor distribution boxes for
     electric and telephone wires must remain accessible at all times.

8.   Tenant shall not install or permit the installation of any awnings, shades,
     mylar films or sunfilters on windows. Tenant shall cooperate with Landlord
     in obtaining maximum effectiveness of the cooling system of the Building by
     closing drapes and other window coverings when the sun's rays fall upon
     windows of the Demised Premises. Tenant shall not obstruct, alter or in any
     way impair the efficient operation of Landlord's heating, ventilating, air
     conditioning, electrical, fire, safety or lighting systems, nor shall
     Tenant tamper with or change the setting of any thermostat or temperature
     control valves in the Building. Landlord shall deem it necessary to make
     such a change. The word "key" as used herein shall refer to keys, keycards,
     and all such means of obtaining access through restricted access systems.

9.   For purposes hereof, the terms "Landlord", "Tenant", "Building" and
     "Demised Premises" are defined as those terms are defined in the Lease to
     which these Rules and Regulations are attached. The term "Building" shall
     include the Demised Premises, and any obligations of Tenant hereunder with
     regard to the Building shall apply with equal force to the Demised Premises
     and to other parts of the Building.

10.  These Rules and Regulations are in addition to, and shall not be construed
     to in any way modify or amend, in whole or in part, the agreements,
     covenants, conditions and provisions of any lease of Demised Premises in
     the Building.