DATE OF LEASE EXECUTION: August ____, 1999
                          (To be completed by Landlord)

                                    ARTICLE I
                              REFERENCE DATA SHEET



THIS REFERENCE DATE SHEET IS FOR  INFORMATIONAL  PURPOSES ONLY. ALL TERMS ARE AS
DEFINED IN THE LEASE


1.1  SUBJECTS REFERRED TO:

LANDLORD:                                            Bridge Realty Trust
MANAGING AGENT:                                      Finard & Company, LLC
MANAGING AGENT'S ADDRESS:                            3 Burlington Woods Drive,
                                                     Burlington, MA 01803,
                                                     Attn: Laura M. Mintz

LANDLORD'S REPRESENTATIVE:                           Laura M. Mintz
TENANT:                                              Celerity Solutions, Inc.

TENANT'S ADDRESS (FOR NOTICE AND BILLING):           270 Bridge Street,
                                                     Dedham, MA 02027
TENANT'S REPRESENTATIVE:                             ________________________
BUILDING ADDRESS:                                    270 Bridge Street,
                                                     Dedham, MA 02027

RENTABLE FLOOR AREA OF TENANT'S SPACE:               8,173 square feet
TOTAL RENTABLE FLOOR AREA OF THE BUILDING:           38,000 square feet
TENANT'S PRO RATA SHARE:                             21.51 %
COMMENCEMENT DATE:                                   October 1, 1999
TERM EXPIRATION DATE:                                September 30, 2004
TERM:                                                Five (5) YEARS

ANNUAL BASE RENT:                                    Year 1: $18.50  (p.r.s.f.)
                                                     Year 2: $19.00  (p.r.s.f.)
                                                     Year 3: $19.50  (p.r.s.f.)
                                                     Year 4: $20.50  (p.r.s.f.);
                                                     and

                                                     Year 5: $21.50  (p.r.s.f.)

ANNUAL ESTIMATED ELECTRICAL COST TO TENANT'S SPACE:          $0.85 (p.r.s.f.)
BASE YEAR FOR REAL ESTATE TAXES ESCALATION IS:               Fiscal Year 2000
BASE YEAR FOR OPERATING COST ESCALATION IS:                   January 1, 2000
PREPAID RENT:                                                      $54,827.22


<PAGE>


1.2 EXHIBITS.

     The exhibits listed below in this section are incorporated in this Lease by
reference and are to be construed as part of this Lease:

        EXHIBIT A  Plan showing Tenant's Premises
        EXHIBIT B  Riders (not applicable).
        EXHIBIT C Specifications of Leasehold Improvements and Tenant Layout
          (if applicable).
        EXHIBIT D Landlord's Services.
        EXHIBIT E Rules and Regulations


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<PAGE>


                                   ARTICLE II
                                PREMISES AND TERM

2.1 PREMISES.

     Subject to and with the benefit of the  provisions  of this  Lease,  Bridge
Realty Trust (the  "Landlord")  hereby leases to Celerity  Solutions,  Inc. (the
"Tenant"),  and Tenant leases from Landlord,  the premises  located on the third
floor  of  the  building  at  270  Bridge  Street,  Dedham,  Massachusetts  (the
"Building") and which are more  particularly  shown in Exhibit A attached hereto
and made a part hereof,  but excluding  exterior  faces of exterior  walls,  the
common  facilities  area and building  service  fixtures and  equipment  serving
exclusively or in common other parts of the Building (the "Tenant Premises", the
"Premises" or the "Leased Premises").

     Tenant shall have,  as  appurtenant  to the  Premises,  the right to use in
common with others entitled thereto:  (a) the common facilities  included in the
Building or on the parcel of land on which the  Building is located (the "Lot"),
including the lobby,  elevators  public bathrooms and the parking facility (on a
first-come,  first-served basis), to the extent and in the location from time to
time designated by Landlord and (b) the building  service fixtures and equipment
serving the Premises.

     Landlord  reserves  the  right  from  time to  time,  without  unreasonable
interference with Tenant's use, (a) to install,  repair,  replace, use, maintain
and  relocate  for service to the Premises and to other parts of the Building or
elsewhere,  building  service  fixtures and  equipment  wherever  located in the
Building and (b) to alter or relocate any common facilities, it being understood
that  any  parking  may be  relocated  on or off  the Lot  from  time to time by
Landlord,  provided  that in all events  said  substitutions  are  substantially
equivalent.

2.2 TERM.

     To have and to hold for a period (the "Term") commencing on October 1, 1999
(the  "Commencement  Date"),  and continuing until September 30, 2004 (the "Term
Expiration Date" or the "Expiration Date"), unless sooner terminated as provided
in this Lease.

                                   ARTICLE III
                                  CONSTRUCTION

3.1 PREMISES; CONSTRUCTION.

     Tenant  agrees  to  accept  the  Premises  on  the  Commencement   Date  in
substantially  the same condition as they exist on the date of execution of this
Lease. Any Tenant's construction, installation of furnishings, and later changes
or  additions  shall be approved  in writing by  Landlord  pursuant to the terms
hereof and shall be  coordinated  with  Landlord in such manner as not to damage
the Building or Lot or interfere with Building operations.  Without limiting any
of the terms hereof, Landlord will not approve any construction, alterations, or
additions requiring unusual expense to readapt the Premises to normal office use
on lease termination or increasing the cost of construction,  insurance or taxes
on the Building or of  Landlord's  services  called for by Section  5.1,  unless
Tenant first gives assurances  acceptable to Landlord that such re-adaption will
be made prior


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<PAGE>


to such termination without expense to Landlord and makes provisions  acceptable
to Landlord for payment of such increased  cost. All changes and additions shall
be part of the  Building,  except  such  items as the  parties  agree in writing
either  shall be removed by Tenant on  termination  of this  Lease,  or shall be
removed or left at Tenant's election.

     Any Tenants  construction work approved by Landlord  ("Tenants Work") shall
be done in a good and  workmanlike  manner in full  compliance with all laws and
ordinances  applicable  thereto  and in  accordance  with the plans  approved in
advance by Landlord.  The cost of Tenant's  Work shall be borne wholly by Tenant
and Tenant  shall  enter into a  separate  contract  for the doing of such work.
Tenant shall have no power or authority to create any lien or permit any lien to
attach to the  present  estate,  reversion  or other  estate of  Landlord in the
Premises or the Building and all materialmen,  contractors, artisans, mechanics,
laborers and other parties  contracting with Tenant with respect to the Premises
or any part thereof are hereby charged with notice that they must look solely to
Tenant to secure payment of any bill for work done or material  furnished or for
any other  purposes  during the term of this  Lease.  Tenant  shall  immediately
remove any and all such  liens and  Tenant  shall  hold  Landlord  harmless  and
indemnified from all costs, expenses,  loss or damage by reason of the existence
or placing of any such lien.

3.2 LANDLORD'S WORK.

     Provided  Tenant is not in default of this  Lease,  Landlord  agrees to use
reasonable  efforts to complete  the work  listed on Exhibit C (the  "Landlord's
Work") on or before  October 1, 2000,  which shall,  however,  be extended for a
period  equal to that of any delays  due to  governmental  regulations,  unusual
scarcity of or  inability  to obtain  labor or  materials,  labor  difficulties,
casualty  or  other  causes  beyond  Landlord's   reasonable   control.   It  is
acknowledged  and agreed by Tenant that the  Landlord's  Work will be  completed
during the Tenant's occupancy of the Premises. In connection  therewith,  Tenant
shall  reasonably  cooperate with Landlord to allow to Landlord to complete such
work and  shall  afford  Landlord  reasonable  access  to the  Premises  at such
reasonable times  designated by Landlord.  It is anticipated that the Landlord's
work may be completed during three consecutive  weekends and, therefore,  Tenant
will  experience some  interference  with its use and occupancy of the Premises.
Landlord agrees, to the extent practically  possible,  to use reasonable efforts
to minimize such interference and, subject to the provisions herein, to complete
such work during consecutive weekends.

3.3 GENERAL PROVISIONS APPLICABLE TO CONSTRUCTION.

     All  construction  work  required or  permitted  by this Lease,  whether by
Landlord  or by Tenant,  shall be done in a good and  workmanlike  manner and in
compliance with all applicable laws and all lawful  ordinances,  regulations and
orders of governmental authority and insurers of the Building.  Either party may
inspect  the work of the other at  reasonable  times  and  promptly  shall  give
written notice of observed defects. Landlord's obligations under Section 3.2, if
any, shall be deemed to have been  performed if Tenant fails to provide  written
notice to  Landlord  within ten (10) days of the  Landlord's  completion  of the
Landlord's Work.

3.4 REPRESENTATIVES.

     Each party authorizes the other to rely in connection with their respective
rights and obligations under this Article III upon approval and other actions on
the party's behalf by Laura M. Mintz ("Landlord's  Representative")  in the case
of Landlord or_____________________

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<PAGE>


("Tenant's Representative") in the case of Tenant or by any person designated in
substitution or addition by notice to the party relying.

                                   ARTICLE IV
                                      RENT

4.1 ANNUAL RENT.

     The Tenant shall pay to Landlord's  Managing Agent, the fixed rent ("Annual
Rent") at the  annual  rate or rates set forth  below,  payable  in  advance  to
Landlord c/o Finard & Company,  LLC, 3 Burlington  Woods Drive,  Burlington,  MA
01803,  Attention:  Laura M. Mintz,  or at such other  address as  Landlord  may
designate in writing.

     1.   From the Commencement  Date through  September 30, 2000 annual rent of
          $151,200.50 in equal monthly installments of $12,600.04.

     2.   From  October 1, 2000  through  September  30,  2001,  annual  rent of
          $155,287.00 in equal monthly installments of $12,940.58.

     3.   From  October 1, 2001  through  September  30,  2002,  annual  rent of
          $159,373.50, in equal monthly installments of $13,281.13.

     4.   From  October 1, 2002  through  September  30,  2003,  annual  rent of
          $167,546.50, in equal monthly installments of $13,962.21.

     5.   From  October 1, 2003  through  September  30,  2004,  annual  rent of
          $175,719.50, in equal monthly installments of $14,643.30.

     Any rents due for a portion of a month shall be adjusted accordingly.

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


4.2 ADDITIONAL RENT, OPERATING COSTS ESCALATION AND TAX ESCALATION.

     A. Tax Escalation - The Tenant shall pay to the Landlord as additional rent
hereunder,  Tenant's  Share (as  defined  herein) of the excess of the amount of
real estate  taxes  assessed for the Building and the Lot, of which the Premises
are a part ("Real Estate  Taxes"),  over the Real Estate Taxes assessed for said
Building and Lot, for the fiscal year 2000 (hereinafter  called the "Real Estate
Base Year").  Tenant will pay to Landlord as additional  rent hereunder when and
as  designated  by notice in writing by  Landlord,  the  Tenant's  Share of such
excess that may occur in each year of the term of this lease or any extension of
renewal  thereof and  proportionally  for any part of any year in which the Real
Estate  Taxes  assessed  are in  excess of the Real  Estate  Base  Year.  If the
Landlord  obtains  an  abatement  of  any  such  excess  Real  Estate  Taxes,  a
proportionate share of


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<PAGE>


such  abatement  less the  reasonable  fees and costs  incurred in obtaining the
same, if any, shall be refunded to the Tenant.

     B.  Operation  Costs  Escalation  - The Tenant shall pay to the Landlord as
additional  rent  hereunder,  when and as  designated  by notice in  writing  by
Landlord,  Tenant's  Share of any  increase in Operating  Costs (as  hereinafter
defined) over those incurred during the calendar year of 2000 ("Operation  Costs
Base Year"). This increase shall be prorated should this lease be in effect with
respect to only a portion of any calendar year.

     For the  purposes of this lease,  "Operating  Costs" shall mean and include
all costs and expenses  incurred by the Landlord during the applicable  calendar
year in connection  with the operation and  maintenance  of the Building and the
Lot including, without limitation:

     premiums for insurance;  fees payable to third parties for financial audits
of Operating Costs; compensation and all fringe benefits,  worker's compensation
insurance premiums and payroll taxes paid by Landlord to, for or with respect to
all persons engaged in the operating,  maintaining,  or cleaning of the Building
and Lot; all utility  charges not billed  directly to tenants by Landlord or the
utility;  payments  to  independent  contractors  under  service  contracts  for
cleaning,  operating,  managing,  maintaining and repairing the Building and Lot
(which  payments  may be to  affiliates  of  Landlord  provided  the same are at
reasonable  rates  consistent  with  the  type of  occupancy  and  the  services
rendered);  rent paid by the managing agent or imputed cost equal to the loss of
rent by Landlord for making available to the managing agent space for a Building
office on the ground  floor or above;  if the  Building  shares  common areas or
facilities with another building or buildings, the Building's pro rata share (as
reasonably determined by Landlord) of the cost of cleaning,  operating, managing
(including the cost of the management office for such buildings and facilities),
maintaining and repairing such common areas and facilities; all other reasonable
and  necessary  expenses  paid  in  connection  with  the  cleaning,  operating,
managing,  maintaining  and  repairing of the  Building and Lot, or either,  and
properly  chargeable  against income;  and capital costs which save costs or are
required by law it being agreed that if Landlord  installs a new or  replacement
capital item in connection  therewith,  the cost thereof as reasonably amortized
by Landlord,  with interest at the average prime  commercial rate in effect from
time to time at the three largest national banks in Boston, Massachusetts on the
amortized  amount,  shall be included in Operating Costs.  Landlord's  Statement
shall also show the  average  number of square feet of the  Building  which were
occupied for the preceding fiscal year or fraction thereof.

     Notwithstanding  the foregoing:(i) with respect to any calendar year during
which  Landlord is not  furnishing  items of work or services,  which would have
otherwise  constituted  Operating  Costs,  whether  because the  Building has an
average occupancy rate during such calendar year of less than 95% or one or more
tenants of the Building are obtaining or providing such items of work or service
independently or otherwise, then for purposes of computing Operating Costs, such
components of Operating  Costs shall be reasonably  extrapolated by Landlord and
computed for such  calendar  year as though such  components  were incurred with
respect  to tenants  occupying  collectively  95% of the  Building  during  such
calendar year; and (ii) Operating Costs shall not include any of the following:

     (a)  brokerage commissions;

     (b)  wages,  salaries or other compensation paid to any executive employees
          of Landlord above the grade of Building Manager;

     (c)  the cost of tenant  fit-up and  build-out  work done by Landlord for a
          particular tenant in such tenant's demised premises in the Building;

     (d)  depreciation;


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<PAGE>


     (e)  ground rent;

     (f)  reserves;

     (g)  cost of parties and receptions at the Building;

     (h)  costs of repairs and other work necessitated by fire or other casualty
          of an insurable  nature or by the exercise of eminent  domain,  to the
          extent such costs are not the responsibility of Tenant hereunder,  and
          are covered  either by  insurance or an award in  connection  with any
          exercise of eminent domain;

     (i)  general overhead of Landlord and its subsidiaries;

     (j)  advertising and promotional expenditures;

     (k)  any fines or  penalties  incurred on account of willful  violation  by
          Landlord of any governmental rule or requirement, or costs incurred as
          the result of Landlord's gross negligence; and

     (l)  any  expenditures  for which  Landlord is  reimbursed by third parties
          (other than by tenants pursuant to provisions comparable hereto).

4.3 ESTIMATED ADDITIONAL RENT PAYMENTS.

     If  requested  by  Landlord,  Tenant shall pay monthly with each payment of
rent as additional rent, one-twelfth of Landlord's estimate of Tenant's Share of
Operating Costs and/or Real Estate Taxes. In any event,  within ninety (90) days
after the end of each  calendar  year  Landlord  shall advise  Tenant by written
notice  ("Landlord's  Statement") of the actual costs incurred (such delivery of
the Landlord's  Statement to be deemed a certification  by Landlord or its agent
that the  Landlord's  Statement is  materially  accurate in all  respects),  the
amount paid by Tenant,  and the amount which Tenant shall owe for the past year.
Tenant shall,  upon demand,  pay any deficiency,  and any  overpayment  shall be
credited to Tenant's obligations hereunder for the next year, or, in the case of
the last year under the Tenant,  such overpayment shall be credited to Tenant as
necessary.

4.4 CHANGE OF FISCAL YEAR.

     Landlord  shall  have the right  from time to time to change  the period of
accounting  under Section 4.2 to any annual period other than a fiscal year, and
upon any such change all items. shall be appropriately apportioned.  All amounts
for periods partially within and partially without the accounting  periods shall
be  appropriately  apportioned,  and any items which are not determinable at the
time of a  Landlord's  Statement  shall  be  included  therein  on the  basis of
Landlord's  estimate,  and with respect  thereto  Landlord shall render promptly
after  determination  a  supplemental  Landlord's  Statement,   and  appropriate
adjustment shall be made according thereto.

4.5 INTEREST PAYMENTS.

     If any  installment  of Annual  Rent or  additional  rent or on  account of
leasehold  improvements is paid more than 15 days after the due date thereof, at
Landlord's  election,  it shall bear interest at a rate equal to eighteen  (18%)
percent per annum from such due date,  which interest  shall be immediately  due
and payable as further additional rent.


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<PAGE>


4.6 DEFINITION.

     For the  purposes  hereof,  "Tenant's  Share"  shall mean a  fraction,  the
denominator  of which is the total  rentable  square footage of the Building and
the numerator is the total square footage of the Tenant's Premises.

4.7 REVIEW OF RECORDS.

     After receipt of the Landlord's Statement,  upon written request by Tenant,
Landlord  shall  provide  Tenant with a  reasonable  statement  of the costs and
charges  comprising  the Tenant's  share of  Operating  Costs and/or Real Estate
Taxes;  provided  however,  such  request by Tenant  shall not  excuse  Tenant's
obligation to pay Tenant's share of Operating  Costs and/or Real Estate Taxes as
required hereunder.

                                    ARTICLE V
                              LANDLORD'S COVENANTS

5.1 LANDLORD'S COVENANTS DURING THE TERM.

     Landlord covenants during the Term:

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


     5.1.2.  Repairs - Except as otherwise provided in Article VII, to make such
repairs to the roof,  building  systems  not located in the  Premises,  exterior
walls,  floor slabs,  other structural  components and common  facilities of the
Building as may be necessary to keep them in serviceable condition; and

     5.1.3 Quiet Enjoyment - That Tenant,  on paying the rent and performing all
its obligations hereunder, shall peacefully and quietly have, hold and enjoy the
Premises throughout the Term without any manner of hindrance or molestation from
Landlord or anyone claiming under Landlord, subject however to all the terms and
provisions hereof.

     5.1.4  Insurance - Subject to the  limitations  contained in Section 6.1.13
contained  herein,  Landlord shall maintain hazard  insurance on the Building in
commercially reasonable amounts and coverages.

5.2 INTERRUPTIONS.

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

     Landlord  reserves  the right to stop any  service or utility  system  when
necessary  by reason of accident or emergency  or until  necessary  repairs have
been completed. Except in case of



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emergency  repairs,  Landlord will give Tenant reasonable  advance notice of any
contemplated  stoppage  and will use  reasonable  efforts  to avoid  unnecessary
inconvenience or interruption to Tenant by reason thereof.

     Landlord also reserves the right to institute such  policies,  programs and
measures as may be  necessary,  required or expedient  for the  conservation  or
preservation  of energy or energy services or as may be necessary or required to
comply with applicable codes, rules, regulations or standards.

                                   ARTICLE VI
                               TENANT'S COVENANTS

6.1 TENANT'S COVENANTS DURING THE TERM.

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

     6.1.1  Tenant's  Payments  - To pay  when  due  (a)  all  Annual  Rent  and
additional  rent,  (b) all  taxes  which may be  imposed  on  Tenant's  personal
property in the Premises (including,  without limitation,  Tenant's fixtures and
equipment)  regardless  to  whomever  assessed,  and (c) all  charges  by public
utilities  for  telephone  and  other  utility   services   (including   service
inspections  therefor) rendered to the Premises not otherwise required hereunder
to be furnished by Landlord  without charge and not consumed in connection  with
any services required hereunder to be furnished by Landlord without charge.

     6.1.2 Repairs and Yielding Up - Except as otherwise provided in Article VII
and Section  5.1.3 to keep the  Premises in good  order,  repair and  condition,
reasonable  wear only  excepted;  and at the  expiration or  termination of this
Lease  peaceably to yield up the Premises and all changes and additions  therein
in such order,  repair and  condition,  first  removing all goods and effects of
Tenant and any items, the removal of which is required by agreement or specified
herein to be removed at Tenant's election and which Tenant elects to remove, and
repairing  all damage  caused by such  removal and  restoring  the  Premises and
leaving them clean and neat.

     6.1.3 Occupancy and Use - Continuously  from the Commencement  Date, to use
and occupy the  Premises  only for office  use (the  "Permitted  Uses");  not to
injure  or  deface  the  Premises,  Building,  or Lot;  and not to permit in the
Premises  any use  thereof  which is  improper,  offensive,  contrary  to law or
ordinances,  or liable to create a nuisance or to  invalidate  or  increase  the
premiums  for any  insurance on the Building or its contents or liable to render
necessary any alteration or addition to the Building;  not to dump, flush, or in
any way introduce any hazardous  substances or any other toxic  substances  into
the septic,  sewage or other waste disposal system serving the Premises,  not to
generate,  store or dispose of  hazardous  substances  in or on the  Premises or
dispose of hazardous  substances from the Premises to any other location without
the prior  written  consent of  Landlord  and then only in  compliance  with the
Resource  Conservation and Recovery Act of 1976, as amended,  42 U.S.C.  Section
6901 et seq., and all other  applicable  laws,  ordinances and  regulations;  to
notify Landlord of any incident which would require the filing of a notice under
applicable  federal,  state,  or local law; not to store or dispose of hazardous
substances on the Premises  without  first  submitting to Landlord a list of all
such  hazardous  substances  and all permits  required  therefor and  thereafter
providing to Landlord on an annual basis  Tenant's  certification  that all such
permits have been renewed  with copies of such  renewed  permits;  and to comply
with the orders and regulations of all governmental  authorities with respect to
zoning, building, fire, health and other codes, regulations,  ordinances or laws
applicable to the Premises.  "Hazardous  substances"  as used in this  paragraph
shall mean "hazardous substances" as defined in the Comprehensive  Environmental
Response  Compensation and Liability Act of 1980, as amended, 42 U.S.C.  Section
9601 and regulations adopted pursuant to said Act.


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<PAGE>


     6.1.4 Rules and  Regulations - To comply with the Rules and Regulations set
forth in Exhibit E and all other reasonable Rules and Regulations hereafter made
by Landlord,  of which Tenant has been given notice, for the care and use of the
Building and Lot and their  facilities and approaches,  it being understood that
Landlord  shall not be liable to Tenant for the failure of other  tenants of the
Building to conform to such Rules and Regulations.

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

     6.1.6  Assignment and Subletting - Not without the prior written consent of
Landlord,  to assign this Lease, to make any sublease, or to permit occupancy of
the Premises or any part thereof by anyone other than Tenant,  voluntarily or by
operation  of law; as  additional  rent,  to  reimburse  Landlord  promptly  for
reasonable legal and other expenses  incurred by Landlord in connection with any
request by Tenant for consent to  assignment  or  subletting;  no  assignment or
subletting  shall affect the  continuing  primary  liability  of Tenant  (which,
following assignment,  shall be joint and several with the assignee); no consent
to any of the foregoing in a specific  instance shall operate as a waiver in any
subsequent instance. Landlord's consent to any proposed assignment or subletting
is  required  both  as to  the  terms  and  conditions  thereof,  and  as to the
creditworthiness  of the proposed  assignee or subtenant and the  consistency of
the proposed  assignee's or subtenant's  business with other uses and tenants in
the Building. Landlord's consent to assignment or subletting by Tenant shall not
be unreasonably withheld, provided that Tenant is not then in default under this
Lease (beyond  applicable  notice and cure periods);  and provided  further that
Landlord shall not be deemed  unreasonable  for  withholding  its consent to any
assignment  or  subletting  where the Landlord  reasonably  determines  that the
credit and/or the  financial  strength of the proposed  subtenant,  sublessee or
assignee is  unacceptable.  In the event that any assignee or subtenant  pays to
Tenant any amounts in excess of the Annual Rent and additional rent then payable
hereunder, or pro rata portion thereof on a square footage basis for any portion
of the Premises,  Tenant shall  promptly pay said excess to Landlord as and when
received by Tenant. If Tenant requests  Landlord's  consent to assign this Lease
or  sublet  more  than 25% of the  Premises,  Landlord  shall  have the  option,
exercisable  by written  notice to Tenant given within 10 days after  receipt of
such  request,  to  terminate  this Lease as of a date  specified in such notice
which  shall be not less  than 30 or more  than 60 days  after  the date of such
notice;  provided,  however,  should Landlord  exercise such option to terminate
this Lease,  Tenant may, upon written  notice to Landlord  given within ten (10)
days after the  receipt of  Landlord's  said  termination,  elect to rescind its
request for such assignment or sublet and then this Lease shall continue in full
force and effect.

     6.1.6A  Business  Entities - If, at any time during the Term of this Lease,
Tenant is:

     (i) a  corporation,  limited  liability  company or a trust (whether or not
having  shares of  beneficial  interest) and there shall occur any change in the
identity of any of the persons then having power to  participate in the election
or appointment of the directors,  trustees, managers or other persons exercising
like functions and managing the affairs of Tenant; or

     (ii) a partnership or association or otherwise not a natural person (and is
not a  corporation  or a trust) and there shall occur any change in the identity
of any of the persons who then are members of such partnership or association or
who comprise Tenant;

Tenant shall so notify  Landlord and Landlord may terminate this Lease by notice
to Tenant given within 90 days thereafter if, in Landlord's reasonable judgment,
the credit of Tenant is thereby impaired. This Section 6.1.6A shall not apply if
the initial  Tenant named herein is a  corporation  and the  outstanding  voting
stock thereof is listed on a recognized securities exchange.


                                       10
<PAGE>


     6.1.6B   Transfers  and   Assignments   in  Connection   with  Mergers  and
Acquisitions - Notwithstanding  anything  contained in sections 6.1.6 and 6.1.6A
of the  Lease  to  the  contrary,  the  Tenant,  in  connection  with a  merger,
consolidation or sale of substantially  all of its assets,  or sale of its stock
to or with a bona fide third party or an affiliate (each, a  "Transferee"),  may
assign this Lease or sell such shares to such  Transferee  (each, a "Transfer"),
provided that:

     (i) Tenant is not then in default of any of its obligations under the Lease
beyond applicable notice and cure periods;

     (ii) if an  assignment  of this Lease is required,  the Tenant  provides to
Landlord  an  assignment   document  assigning  its  rights  hereunder  to  such
Transferee in form and substance reasonably satisfactory to Landlord;

     (iii) the  Transferee  is of equal or greater  financial  strength than the
Tenant (as determined by the Landlord in its reasonable discretion).

To effectuate  any Transfer  pursuant to this Section  6.1.6B,  the Tenant shall
provide Landlord twenty (20) days written notice prior to the proposed effective
date of such Transfer,  together with written evidence reasonably satisfying the
requirements of subsections (ii) and (iii) above. In the event Landlord fails to
reasonably  object to such  evidence  within such  twenty (20) days,  the Tenant
shall be deemed to have satisfied the conditions to a Transfer  pursuant to this
Section 6.1.6B;

     6.1.7  Indemnity  - To  indemnify  and  defend,  with  counsel  approved by
Landlord,  all actions  against  Landlord,  any partner,  trustee,  stockholder,
officer, director, employee, member, manager or beneficiary of Landlord, holders
of mortgages  secured by the Premises,  the Building and/or the Lot,  Landlord's
property manager, agents, employees or other representatives of Landlord and any
other party  having an interest in the  Premises  ("Indemnified  Parties")  with
respect to, and to pay,  protect,  indemnify  and save  harmless,  to the extent
permitted  by  law,  all  Indemnified  Parties  from  and  against,  any and all
liabilities,  losses,  damages, costs, expenses (including reasonable attorneys'
fees and expenses), causes of action, suits, claims, demands or judgments of any
nature  arising from (i) injury to or death of any person,  or damage to or loss
of property,  on the Premises unless caused by the negligence of Landlord or, if
caused by Tenant's acts or omissions,  on adjoining sidewalks,  streets or ways,
or connected with the use, condition or occupancy of any thereof,  unless caused
by the negligence of Landlord or its servants or agents,  (ii) violation of this
Lease, or (iii) any act, fault, omission, or misconduct of Tenant or its agents,
contractors, licensees, sublessees or invitees.

     6.1.8  Tenant's  Liability  Insurance  - To maintain  comprehensive  public
liability  insurance on the  Premises  insuring  and  indemnifying  Landlord and
Tenant  against  all claims and demands for (i) injury to or death of any person
or damage to or loss of property,  on the Premises,  adjoining walks, streets or
ways, or connected  with the use,  condition or occupancy of any thereof  unless
caused by the  negligence of Landlord or its servants or agents,  (ii) violation
of this Lease,  or (iii) any act,  fault or  omission,  or other  misconduct  of
Tenant or its agents, contractors, licensees, sublessees or invitees, in amounts
which shall,  at the beginning of the Term,  be at least equal to  $2,000,000.00
for injury or death to any one person,  $1,000,000.00  for any one  incident and
$1,000,000.00  with respect to damage to property,  and from time to time during
the Term, shall be for such higher limits, if any, as are customarily carried in
the area in which the Premises  are located on property  similar to the Premises
and used for similar  purposes,  and shall be written on the "Occurrence  Basis"
and include  Host  Liquor  liability  insurance,  and to furnish  Landlord  with
certificates thereof. Such policies shall be maintained with companies qualified
to do  business in  Massachusetts  and in good  standing  therein and shall name
Landlord and Landlord's then property manager as additional  insured and as loss
payees.  The  Tenant  shall  deposit  with the  Landlord  certificates  for such
insurance at or prior to the  Commencement  Date, and  thereafter  within thirty
(30) days prior to the


                                       11
<PAGE>


expiration of any such policies.  All such insurance  certificates shall provide
that such policies shall not be canceled without at least thirty (30) days prior
written notice to each insured named therein.

     6.1.9 Tenant's  Worker's  Compensation  Insurance - To keep all of Tenant's
employees working in the Premises covered by worker's compensation  insurance in
statutory amounts and to furnish Landlord with certificates thereof.

     6.1.10 Landlord's Right of Entry - To permit Landlord and Landlord's agents
entry;  to examine the  Premises at  reasonable  times and except in any case of
emergency  (as  reasonably  determined  by  Landlord),  upon  reasonable  notice
(whether oral,  facsimile or in writing),  if Landlord  shall so elect,  to make
repairs or replacements; to remove, at Tenant's expense, any changes, additions,
signs, curtains,  blinds, shades, awnings,  aerials,  flagpoles, or the like not
consented to in writing;  and to show the Premises to prospective tenants during
the 12 months preceding expiration of the Term and to prospective purchasers and
mortgages at all reasonable times.

     6.1.11  Loading - Not to place  Tenant's  Property,  as  defined in section
6.1.13,  upon the  Premises so as to exceed a rate of 50 pounds of live load per
square foot and not to move any safe,  vault or other heavy  equipment in, about
or out of the Premises except in such manner and at such times as Landlord shall
in each instance approve;  Tenant's  business machines and mechanical  equipment
which cause vibration or noise that may be transmitted to the Building structure
or to any other leased space in the Building  shall be placed and  maintained by
Tenant  in  settings  of  cork,  rubber,  spring,  or other  types of  vibration
eliminators sufficient to eliminate such vibration or noise.

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

     6.1.13  Tenant's  Property  - All  the  furnishings,  fixtures,  equipment,
effects and property of every kind,  nature and description of Tenant and of all
persons  claiming by, through or under Tenant which,  during the  continuance of
this Lease or any occupancy of the Premises by Tenant or anyone  claiming  under
Tenant,  may be on the Premises or elsewhere in the Building or on the Lot shall
be at the sole risk and hazard of Tenant,  and if the whole or any part  thereof
shall be destroyed or damaged by fire, water or otherwise,  or by the leakage or
bursting of water pipes, steam pipes, by theft, or from any other cause, no part
of said loss or damage is to be charged to or be borne by Landlord unless due to
the gross negligence of Landlord.

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

     6.1.15  Changes or Additions - Not to make any changes or additions  with a
cost of excess of $10,000.00 to the Premises  without  Landlord's  prior written
consent, provided that Tenant shall reimburse Landlord for all costs incurred by
Landlord in  reviewing  Tenant's  proposed  changes or  additions,  and provided
further that, in order to protect the functional integrity of the Building,  all
such  changes  and  additions  (whether  or  not  requiring  Landlord's  consent
hereunder)  shall be completed in a first class  workmanlike  manner by licensed
and insured  contractors and such changes and additions shall be consistent with
the quality and character of the Building.

     6.1.16  Holdover - To pay to Landlord  150% of the total of the Annual Rent
and additional  rent then  applicable  for each month or portion  thereof Tenant
shall retain possession of the Premises


                                       12
<PAGE>


or any part thereof  after any  termination  of this Lease,  whether by lapse of
time or otherwise,  and also to pay all damages sustained by Landlord on account
thereof.  The provisions of this subsection shall not (i) operate as a waiver by
Landlord  of the right of  reentry  provided  in this  Lease or of its rights to
terminate this Lease elsewhere provided in this Lease or provided by law or (ii)
cause an  extension,  renewal or revival of this Lease or the  creation of a new
tenancy.

                                   ARTICLE VII
                               CASUALTY AND TAKING

7.1 CASUALTY AND TAKING.

     In case  during  the  Term  all or any  substantial  part of the  Premises,
Building,  or Lot or any one or more of them, are damaged  materially by fire or
any other cause or by action of public or other authority in consequence thereof
or are taken by eminent domain or Landlord receives compensable damage by reason
of anything lawfully done in pursuance of public or other authority,  this Lease
shall  terminate  at  Landlord's  election,  which may be made,  notwithstanding
Landlord's  entire  interest may have been divested,  by notice to Tenant within
180 days  after the  occurrence  of the event  giving  rise to the  election  to
terminate,  which notice shall specify the effective date of  termination  which
shall be not less than 30 nor more than 60 days after the date of notice of such
termination.  If any such  case the  Premises  are  rendered  unfit  for use and
occupation and the Lease is not so terminated,  Landlord shall use due diligence
to put the Premises, or, in case of a taking, what may remain thereof (excluding
any items  installed  or paid for by Tenant  which  Tenant  may be  required  or
permitted to remove) into proper  condition for use and occupation to the extent
permitted by the net award of insurance or damages available to Landlord,  and a
just  proportion of the Annual Rent and additional  rent according to the nature
and extent of the injury shall be abated  until the  Premises or such  remainder
shall have been put by Landlord in such  condition,  and in case of taking which
permanently  reduces the area of the Premises,  a just  proportion of the Annual
Rent and  additional  rent shall be abated for the  remainder of the Term and an
appropriate adjustment shall be made to the Annual Estimated Operating Expenses.
Notwithstanding  the  foregoing,  in the event  Landlord does not terminate this
Lease  pursuant  to the terms of this  Section  7.1 above and has not  commenced
restoration  of the premises  within 30 days after the  expiration of Landlord's
right to terminate, Tenant may upon thirty days (30) written notice to Landlord,
terminate this Lease, effective as of the date of such notice.

7.2 RESERVATION OF AWARD.

     Landlord  reserves to itself any and all rights to receive  awards made for
damages to the Premises,  Building or Lot and the leasehold  hereby created,  or
any one or more of them,  accruing by reason of exercise of eminent domain or by
reason of  anything  lawfully  done in  pursuant  of public or other  authority.
Tenant  hereby  releases  and assigns to Landlord  all  Tenant's  rights to such
awards, and covenants to deliver such further assignments and assurances thereof
as Landlord may from time to time request and hereby irrevocably  designates and
appoints Landlord its  attorney-in-fact  to execute and deliver in Tenant's name
and behalf all such further assignments thereof.

     Tenant  shall have the  right,  at its sole cost and  expense,  to assert a
separate claim or join in Landlord's  claim in any  condemnation  proceeding for
its personal property, improvements,  moving expense, or any other claims it may
have;  provided,  however,  that no award to the Tenant  shall  reduce the award
which would otherwise be due the Landlord,  and in no event prevent the Landlord
from collecting award proceeds.


                                       13
<PAGE>


                                  ARTICLE VIII
                               RIGHTS OF MORTGAGEE

8.1 PRIORITY OF LEASE.

     At the election of Landlord,  this lease and the Tenant's rights  hereunder
shall be subject  and  subordinate  to any  present or future  mortgagee,  which
election  may be changed  from time to time.  No document  shall be necessary to
effectuate such  subordination.  Tenant shall,  upon request of Landlord or such
mortgagee,  or whoever so requests  under this  Article,  execute any  documents
which may be  necessary  to evidence or confirm  such  subordination,  including
without limitation,  a so-called "Tenant Estoppel  Certificate" and/or any other
documents   which  will  provide  that  Tenant  will  not  hold  such  mortgagee
responsible  for acts of the Landlord and will afford such  mortgagee  rights to
cure defaults of Landlord  hereunder,  all in a form  satisfactory  to each such
mortgagee.

     Such subordination shall be effective irrespective of time of execution, or
the time of recording,  of any such  mortgage.  Tenant shall,  at the request of
Landlord,  any  mortgagee,  enter into an attornment  agreement  whereby  Tenant
recognizes such mortgagee, or any purchaser at foreclosure sale or otherwise, as
Landlord hereunder.

     With respect to any present and future  Mortgage,  upon written  request of
Tenant the Landlord shall use reasonable efforts to obtain from such Mortgagee a
so-called  subordination,  attornment and non-disturbance  agreement,  providing
that  Tenant's  rights  hereunder  shall  not  be  disturbed  in  the  event  of
foreclosure, so long as Tenant shall not be in default hereunder.

     As of the  execution  hereof  Landlord  acknowledges  there is no  mortgage
affecting the Building.


8.2 RIGHTS OF MORTGAGE HOLDERS; LIMITATION OF MORTGAGEE'S LIABILITY.

     The word  "mortgage" as used herein includes  mortgages,  deeds of trust or
other similar instruments evidencing other voluntary liens or encumbrances,  and
modifications, consolidation, extensions, renewals, replacements and substitutes
thereof. The word "holder" shall mean a mortgagee,  and any subsequent holder or
holders  of a  mortgage.  Until the holder of a  mortgage  shall  enter and take
possession  of the  Premises for the purpose of  foreclosure,  such holder shall
have only such rights of Landlord as are  necessary to preserve the integrity of
this Lease as security. Upon entry and taking possession of the Premises for the
purpose of  foreclosure,  such  holder  shall  have all the rights of  Landlord.
Notwithstanding  any other  provision of this Lease to the  contrary,  including
without  limitation  Section 10.4, no such holder of a mortgage shall be liable,
either as  mortgagee  or as  assignee,  to perform,  or be liable in damages for
failure to perform,  any of the  obligations  of Landlord  unless and until such
holder  shall  enter and take  possession  of the  Premises  for the  purpose of
foreclosure,  and such holder shall not in any event be liable to perform or for
failure to perform any  obligations  of Landlord  hereunder.  Upon entry for the
purpose  of  foreclosure,  such  holder  shall be liable to  perform  all of the
obligations of Landlord (except for the obligations under Article III),  subject
to and with the  benefit of the  provisions  of Section  10.4,  provided  that a
discontinuance of any foreclosure  proceeding shall be deemed a conveyance under
said provisions to the owner of the equity of the Premises.

8.3 MORTGAGEE'S ELECTION.

     Notwithstanding  any other  provision  to the  contrary  contained  in this
Lease,  if prior to  substantial  completion  of  Landlord's  obligations  under
Article III, any holder of a first mortgage premises enters and takes possession
of the premises thereof for the purpose of foreclosing the


                                       14
<PAGE>


mortgage,  such holder may elect, by written notice given to Tenant and Landlord
at any time  within 90 days after such  entry and taking of  possession,  not to
perform Landlord's obligations under Article III, and in such event the Landlord
and such  holder and all  persons  claiming  under it shall be  relieved  of all
obligations  to  perform,  and  all  liability  for  failure  to  perform,  said
Landlord's obligations under Article III.

8.4 NO PREPAYMENT OR MODIFICATION, ETC.

     Except for the  Prepaid  Rent (as  defined  herein),  Tenant  shall not pay
Annual Rent, additional rent, or any other charge more than 10 days prior to the
due date thereof. No prepayment of Annual Rent, additional rent or other charge,
no assignment of this Lease and no agreement to modify so as to reduce the rent,
change the Term,  or otherwise  materially  change the rights of Landlord  under
this Lease,  or to relieve  Tenant of any  obligations  or liability  under this
Lease, shall be valid unless consented to in writing by Landlord's mortgagees of
record, if any.

8.5 NO RELEASE OR TERMINATION.

     No act or failure to act on the part of Landlord which would entitle Tenant
under the terms of this Lease, or by law, to be relieved of Tenant's obligations
hereunder or to terminate  this Lease,  shall result in a release or termination
of such  obligations or a termination of this Lease unless (i) Tenant shall have
first given  written  notice of  Landlord's  act or failure to act to Landlord's
mortgagees of record,  if any,  specifying the act or failure to act on the part
of Landlord  which  could or would give basis to  Tenant's  rights and (ii) such
mortgagees,  after receipt of such notice,  have failed or refused to correct or
cure the  condition  complained  of within a  reasonable  time  thereafter,  but
nothing  contained in this Section 8.5 shall be deemed to impose any  obligation
on any such mortgagee to correct or cure any such condition.  "Reasonable  time"
as used above means and includes a reasonable  time to obtain  possession of the
mortgaged  premises,  if the mortgagee elects to do so, and a reasonable time to
correct or cure the condition if such condition is determined to exist.

8.6 CONTINUING OFFER.

     The  covenants and  agreements  contained in this Lease with respect to the
rights,  powers and benefits of a mortgagee  (particularly,  without  limitation
thereby, the covenants and agreements contained in this Article VIII) constitute
a  continuing  offer  to any  person,  corporation  or  other  entity,  which by
accepting or requiring an  assignment  of this Lease or by entry of  foreclosure
assumes the obligations  herein set forth with respect to such  mortgagee;  such
mortgagee is hereby constituted a party to this Lease as an obligee hereunder to
the same  extent  as  though  its name were  written  hereon  as such;  and such
mortgagee shall be entitled to enforce such  provisions in its own name,  Tenant
agrees on  request of  Landlord  to execute  and  deliver  from time to time any
agreement  which may reasonably be deemed  necessary to implement the provisions
of this Article VIII.

8.7 MORTGAGEE'S APPROVAL.

     Landlord's  obligation to perform its covenants and agreements hereunder is
subject to the condition  precedent that this Lease be approved by the holder of
any  mortgage  of  which  the  Premises  are a part  and by  the  issuer  of any
commitment to make a mortgage loan which is in effect on the date hereof.

                                   ARTICLE IX
                                     DEFAULT

9.1 EVENTS OF DEFAULT.


                                       15
<PAGE>


     If any default by Tenant  continues  after notice,  in case of Annual Rent,
additional  rent, or any other monetary  obligation to Landlord for more than 10
days,  or in any other case for more than 30 days and such  additional  time, if
any, as is reasonably  necessary to cure the default if the default is of such a
nature  that it  cannot  reasonably  be cured in 30 days and  Tenant  diligently
endeavors to cure such default; or if Tenant becomes insolvent, fails to pay its
debts  as they  fall  due,  files a  petition  under  any  chapter  of the  U.S.
Bankruptcy  Code,  11 U.S.C.  101 et seq.,  as it may be amended (or any similar
petition under any insolvency law of any  jurisdiction),  or if such petition is
filed  against  Tenant;  or if Tenant  proposes  any  dissolution,  liquidation,
composition,  financial reorganization or recapitalization with creditors, makes
an assignment or trust mortgage for the benefit of creditors,  or if a receiver,
trustee,  custodian  or similar  agent is  appointed  or takes  possession  with
respect to any property of Tenant;  or if the leasehold  hereby created is taken
on execution or other process of law in any action against Tenant;  then, and in
any such case, Landlord and the agents and servants of Landlord may, in addition
to and not in derogation  of any remedies for any preceding  breach of covenant,
immediately or at any time thereafter  while such default  continues and without
further notice, at Landlord's election, do any one or more of the following: (1)
give Tenant written notice stating that the Lease is terminated,  effective upon
the giving of such notice or upon a date stated in such notice,  as Landlord may
elect, in which event the Lease shall be irrevocably extinguished and terminated
as stated in such  notice  without any  further  action,  or (2) with or without
process of law,  in a lawful  manner,  enter and  repossess  the  Premises as of
Landlord's  former estate,  and expel Tenant and those claiming through or under
Tenant, and remove its and their effects,  without being guilty of trespass,  in
which event the Lease shall be  irrevocably  extinguished  and terminated at the
time of such entry, or (3) pursue any other rights or remedies permitted by law.
Any such  termination  of the Lease shall be without  prejudice  to any remedies
which might  otherwise  be used for arrears of rent or prior breach of covenant,
and in the event of such termination Tenant shall remain liable under this Lease
as hereinafter  provided.  Tenant hereby waives all statutory rights (including,
without limitation,  rights of redemption, if any) to the extent such rights may
be lawfully waived,  and Landlord,  without notice to Tenant, may store Tenant's
effects and those of any person claiming  through or under Tenant at the expense
and risk of Tenant and, if Landlord so elects,  may sell such  effects at public
auction or private  sale and apply the net  proceeds  to the payment of all sums
due to  Landlord  from  Tenant,  if any,  and pay over the  balance,  if any, to
Tenant.

9.2 TENANT'S OBLIGATIONS AFTER TERMINATION.

     In the event  that this  Lease is  terminated  under any of the  provisions
contained  in Section  9.1 or shall be  otherwise  terminated  for breach of any
obligation  of  Tenant,  Tenant  covenants  to pay  forthwith  to  Landlord,  as
compensation,  the excess of the total rent reserved for the residue of the Term
over the  rental  value  of the  Premises  for  said  residue  of the  Term.  In
calculating  the rent  reserved,  there  shall be  included,  in addition to the
Annual Rent and all additional rent, the value of all other consideration agreed
to be paid or performed by Tenant for said residue.  Tenant further covenants as
an additional and cumulative obligation after any breach of payments to Landlord
and failure to perform any obligations  which Tenant  covenants in this Lease to
pay and to  perform in the same  manner  and to the same  extent and at the same
time as if this Lease had not been terminated.  In calculating the amounts to be
paid by Tenant under the next foregoing covenant,  Tenant shall be credited with
any amount paid to Landlord as compensation as provided in the first sentence of
this  Section  9.2 and also  with the net  proceeds  of any  rents  obtained  by
Landlord by reletting the Premises,  after deducting all Landlord's  expenses in
connection  with such reletting,  including,  without  implied  limitation,  all
repossession costs, brokerage commissions,  fees for legal services and expenses
of preparing  the Premises  for such  reletting,  it being agreed by Tenant that
Landlord may (i) relet the  Premises or any part or parts  thereof for a term or
terms  which may at  Landlord's  option  be equal to or less than or exceed  the
period which would  otherwise have  constituted  the balance of the Term and may
grant such concessions and free rent as Landlord in its sole judgment  considers
advisable or necessary to relet the same and (ii) make such alteration,  repairs
and  decorations  in the  Premises as Landlord  in its sole  judgment  considers
advisable or necessary to


                                       16
<PAGE>


relet the same,  and no action of Landlord in  accordance  with the foregoing or
failure  to relet  or to  collect  rent  under  reletting  shall  operate  or be
construed to release Tenant's liability as aforesaid.

     So long as at least 12 months of the Term remain  unexpired  at the time of
such termination,  in lieu of any other damages or indemnity and in lieu of full
recovery by Landlord of all sums payable under all the  foregoing  provisions of
this  Section 9.2 Landlord  may by written  notice to Tenant,  at any time after
this Lease is terminated  under any of the provisions  contained in Section 9.1,
or is otherwise  terminated  for breach of any  obligation  of Tenant and before
such full  recovery,  elect to  recover,  and Tenant  shall  thereupon  pay,  as
liquidated  damages,  an amount  equal to the  aggregate  of the Annual Rent and
additional  rent accrued  under  Article IV in the 12 months ended next prior to
such  termination plus the amount of Annual Rent and additional rent of any kind
accrued  and  unpaid  at the time of  termination  and less  the  amount  of any
recovery by Landlord  under the  foregoing  provisions of this Section 9.2 up to
the time of payment of such liquidated damages.

     Nothing  contained in this Lease  shall,  however,  limit or prejudice  the
right of  Landlord  to  prove  and  obtain  in  proceedings  for  bankruptcy  or
insolvency by reason of the  termination  of this Lease,  an amount equal to the
maximum  allowed by any  statute or rule of law in effect at the time when,  and
governing the proceedings in which, the damages are to be proved, whether or not
the amount be greater,  equal to, or less than the amount of the loss or damages
referred to above.

     Notwithstanding  the foregoing,  but without limiting any of the Landlord's
rights and  remedies  hereunder,  including  without  limitation,  any rights of
Landlord to liquidated  damages  provided  above, in the event of the continuing
default by Tenant,  Landlord shall use reasonable  efforts to relet the Premises
to mitigate its damages.

                                    ARTICLE X
                                  MISCELLANEOUS

10.1 NOTICE OF LEASE.

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

10.2 RELOCATION.

     Intentionally Omitted.

10.3 NOTICES FROM ONE PARTY TO THE OTHER.

     All  notices  required  or  permitted  hereunder  shall be in  writing  and
addressed, if to the Tenant, at Tenant's Address or such other address as Tenant
shall have last designated by notice in writing to Landlord  ("Tenant  Address")
and, if to Landlord,  at  Landlord's  Address or such other  address as Landlord
shall have last designated by notice in writing to Tenant ("Landlord  Address").
Any notice shall have been deemed duly given if mailed to such  address  postage
prepaid,  registered or certified mail, return receipt requested, when deposited
with the U.S. Postal  Service,  or if delivered to such address by hand, when so
delivered.

10.4 BIND AND INURE.

     The obligations of this Lease shall run with the land, and this Lease shall
be  binding  upon and  inure to the  benefit  of the  parties  hereto  and their
respective successors and assigns, except that



                                       17
<PAGE>


the Landlord  named herein and each  successive  owner of the Premises  shall be
liable only for the obligations accruing during the period of its ownership.

10.5 LANDLORD.

     "Landlord",  and all pronouns referring  thereto,  shall mean the person or
legal entity from time to time holding the Landlord's  interest  hereunder.  The
obligations  of  Landlord  shall be binding  upon the assets of  Landlord  which
comprise  the Premises  but not upon other  assets of  Landlord.  No  individual
partner,  trustee,   stockholder,   officer,   director,   employee,  member  or
beneficiary of Landlord  shall be personally  liable under this Lease and Tenant
shall look  solely to  Landlord's  interest  in the  Premises  in pursuit of its
remedies  upon an event of  default  hereunder,  and the  general  assets of the
individual partners,  trustees,  stockholders,  officers,  employees, members or
beneficiaries  of  Landlord  shall not be  subject to levy,  execution  or other
enforcement procedure for the satisfaction of the remedies of Tenant.

10.6 NO SURRENDER.

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

10.7 NO WAIVER, ETC.

     The failure of Landlord or of Tenant to seek redress for  violation  of, or
to insist upon the strict performance of any covenant or condition of this Lease
or, with respect to such failure of Landlord,  any of the Rules and  Regulations
referred  to in  Section  6.1.4,  whether  heretofore  or  hereafter  adopted by
Landlord,  shall  not be  deemed  a  waiver  of such  violation  nor  prevent  a
subsequent act, which would have originally constituted a violation, from having
all the force and  effect of an  original  violation,  nor shall the  failure of
Landlord to enforce any of said Rules and  Regulations  against any other tenant
in the Building be deemed a waiver of any such Rules or Regulations. The receipt
by Landlord of Annual Rent or  additional  rent with  knowledge of the breach of
any  covenant  of this  Lease  shall not be  deemed a waiver  of such  breach by
Landlord, unless such waiver be in writing and signed by Landlord. No consent or
waiver,  express or  implied,  by  Landlord or Tenant to or of any breach of any
agreement  or duty shall be  construed as a waiver or consent to or of any other
breach of the same or any other agreement or duty.

10.8 NO ACCORD AND SATISFACTION.

     No  acceptance  by  Landlord  of a  lesser  sum than  the  Annual  Rent and
additional  rent due shall be deemed to be other than on account of the earliest
installment  of such rent due,  nor shall any  endorsement  or  statement on any
check or any  letter  accompanying  any  check or  payment  as rent be deemed as
accord and  satisfaction,  and Landlord may accept such check or payment without
prejudice  to  Landlord's  right to recover the balance of such  installment  or
pursue any other remedy in this Lease provided.

10.9 CUMULATIVE REMEDIES.

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


                                       18
<PAGE>


10.10 LANDLORD'S RIGHT TO CURE.

     If Tenant shall at any time default in the  performance  of any  obligation
under this Lease (after applicable notice and cure periods), Landlord shall have
the right, but shall not be obligated, to enter upon the Premises and to perform
such obligation,  notwithstanding  the fact that no specific  provision for such
substituted  performance  by Landlord is made in this Lease with respect to such
default. In performing such obligation, Landlord may make any reasonable payment
of money or  perform  any other  reasonable  act.  All sums so paid by  Landlord
(together  with interest at the rate of eighteen (18%) percent per annum and all
necessary  incidental  costs and expenses in connection  with the performance of
any such act by Landlord, shall be deemed to be additional rent under this Lease
and shall be payable to Landlord  immediately  on demand.  Landlord may exercise
the foregoing rights without waiving any other of its rights or releasing Tenant
from any of its obligations under this Lease.

10.11 ESTOPPEL CERTIFICATE.

     10.11.1 Tenant's Estoppel - Tenant agrees, from time to time, upon not less
than 15 days' prior written  request by Landlord,  to execute,  acknowledge  and
deliver  to  Landlord  a  statement  in  writing  certifying  that this Lease is
unmodified and in full force and effect; that Tenant has no defenses, offsets or
counterclaims against its obligations to pay the Annual Rent and additional rent
and to perform its other covenants  under this Lease;  that there are no uncured
defaults  of  Landlord  or Tenant  under  this  Lease  (or,  if there  have been
modifications,  that this  Lease is in full  force and  effect as  modified  and
stating  the   modifications,   and,  if  there  are  any   defenses,   offsets,
counterclaims,  or defaults,  setting them forth in reasonable detail);  and the
dates to which the Annual  Rent,  additional  rent and other  charges  have been
paid. Any such statement  delivered pursuant to this Section 10.11 shall be in a
form  reasonably  acceptable  to  and  may be  relied  upon  by any  prospective
purchaser or mortgagee of premises which include the Premises or any prospective
assignee of any such mortgagee.

     10.11.2 Landlord's  Estoppel - Landlord agrees, from time to time, upon not
less than 15 days' prior written request by Tenant, to execute,  acknowledge and
deliver  to  Tenant  a  statement  in  writing  certifying  that  this  Lease is
unmodified  and in full force and effect (or, if there have been  modifications,
that  this  Lease is in full  force and  effect  as  modified  and  stating  the
modifications);  the amount of Pre-Paid Rent held by Landlord; the dates through
which the Annual Rent,  additional  rent and other  charges have been paid;  and
that to the best of  Landlord's  knowledge,  there exists no uncured  default of
Landlord or Tenant under the Lease.

10.12 WAIVER OF SUBROGATION.

     Any  insurance  carried by either  party with  respect to the  Premises and
property  therein or  occurrences  thereon shall include a clause or endorsement
denying to the  insurer  rights of  subrogation  against  the other party to the
extent rights have been waived by the insured prior to  occurrences of injury or
loss. Each party,  notwithstanding any provisions of this Lease to the contrary,
hereby waives any rights of recovery against the other for injury or loss due to
hazards covered by insurance containing such clause or endorsement to the extent
of the indemnification received thereunder.

10.13 ACTS OF GOD.

     In any case where  either  party  hereto is required to do any act,  delays
caused by or resulting from Acts of God, war, civil  commotion,  fire,  flood or
other casualty, labor difficulties,  shortages of labor, materials or equipment,
government  regulations,  unusually severe weather,  or other causes beyond such
party's  reasonable  control shall not be counted in determining the time during
which


                                       19
<PAGE>


work shall be  completed,  whether  such time be  designated  by a fixed date, a
fixed time or a "reasonable  time", and such time shall be deemed to be extended
by the period of such delay.

10.14 BROKERAGE.

     Each of Landlord  and Tenant  represents  and warrants to the other that it
has dealt with no brokers,  agents, finders or the like, other than Insignia/ESG
and CRF Partners in connection with this Lease  transaction and agrees to defend
(with such counsel  reasonably  approved by the other),  indemnify  and save the
other  harmless from and against any and all cost,  expense or liability for any
compensation,  commissions  or charges  claimed by any other  broker,  finder or
agent.

10.15 SUBMISSION NOT AN OFFER.

     The  submission of a draft of this Lease or a summary of some or all of its
provisions  does not  constitute  an offer to lease or demise the  Premises,  it
being  understood  and agreed that neither  Landlord nor Tenant shall be legally
bound with  respect to the leasing of the  Premises  unless and until this Lease
has been executed by both Landlord and Tenant and a fully executed copy has been
delivered to Landlord.

10.16 APPLICABLE LAW AND CONSTRUCTION.

     This Lease shall be governed by and construed in  accordance  with the laws
of the state in which the Premises are located. If any term, covenant, condition
or  provision  of  this  Lease  or the  application  thereof  to any  person  or
circumstances  shall be declared invalid or unenforceable by the final ruling of
a court of competent  jurisdiction  having final review,  the  remaining  terms,
covenants,  conditions  and  provisions of this Lease and their  application  to
persons or circumstances  shall not be affected thereby and shall continue to be
enforced and recognized as valid agreements of the parties,  and in the place of
such invalid or unenforceable provision,  there shall be substituted a like, but
valid and enforceable  provision which comports to the findings of the aforesaid
court and most nearly accomplishes the original intention of the parties.

     There  are no  oral or  written  agreements  between  Landlord  and  Tenant
affecting this Lease.  This Lease may be amended,  and the provisions hereof may
be waived or modified,  only by instruments in writing  executed by Landlord and
Tenant.

     The titles of the several  Articles and Sections  contained  herein are for
convenience only and shall not be considered in construing this Lease.

     Unless  repugnant  to  the  context,  the  words  "Landlord"  and  "Tenant"
appearing  in this Lease shall be  construed to mean those named above and their
respective heirs, executors,  administrators,  successors and assigns, and those
claiming through or under them  respectively.  If there be more than one tenant,
the obligations imposed by this Lease upon Tenant shall be joint and several.

                                   ARTICLE XI
                                  PREPAID RENT

     Contemporaneously  with  the  execution  hereof,  the  Tenant  has  made as
prepayment  of Annual Rent,  payment in the amount of  $54,827.22  (the "Prepaid
Rent") to be held by  Landlord  both as  security  and as an  advance of certain
Annual Rents as provided herein.  It is acknowledged and agreed that no interest
shall be payable to Tenant on the Prepaid Rent and Landlord  may  commingle  the
Prepaid Rent with its other  accounts.  Provided Tenant is not in default of any
provision of this Lease (beyond  applicable  notice and cure  periods),  Prepaid
Rent may be applied by Tenant to the thirteenth (13th),  twenty-fifth (25th) and
thirty-seventh (37th) months (the "Advance


                                       20
<PAGE>


Months") of the Term (but not  including  any  increases  based upon Real Estate
Taxes or  Operating  Costs) as such  months  occur.  Except  during the  Advance
Months,  if all or any part of the  Prepaid  Rent is applied by  Landlord to any
obligation of Tenant pursuant to the terms hereof, Tenant shall immediately upon
request by Landlord  restore the Prepaid Rent to its  original  amount (less any
deductions  for payments on account of any Advance  Months).  Except as provided
above, Tenant shall not have the right to call upon Landlord to apply all or any
part of the  Prepaid  Rent to cure any  default or  fulfill  any  obligation  of
Tenant.  It is  acknowledged by Tenant that Landlord may upon any default by the
Tenant of any of its  obligations  herein  (beyond  applicable  notice  and cure
periods),  use all or part of the Prepaid Rent as partial  liquidated damages to
cover  part  of its  damages  occasioned  by such  breach;  the  Tenant  further
acknowledging   that  application  of  the  Prepaid  Rent  in  such  fashion  is
reasonable.  Notwithstanding the foregoing,  the application of the Prepaid Rent
towards Landlord's damages shall not limit the Landlord's remedies under Article
IX hereof. Upon any conveyance by Landlord of its interest under this Lease, the
Prepaid Rent (or such  remaining  part  thereof) may be delivered by Landlord to
Landlord's grantee or transferee.  Upon any such delivery and acknowledgement of
receipt by such grantee or transferee,  Tenant hereby  releases  Landlord herein
named of any and all liability with respect to the Prepaid Rent, its application
and return,  and Tenant agrees to look solely to such grantee or transferee.  It
is  further  understood  that this  provision  shall  also  apply to  subsequent
grantees and transferees.



                                       21
<PAGE>


     EXECUTED as a sealed  instrument in two or more counterparts on the day and
year first above written.

                              LANDLORD:

                              BRIDGE REALTY TRUST

                              By:______________________________
                                   Marcia E. Jackson
                              Its: Trustee


                              By:______________________________
                                   Shirley Jackson
                              Its: Trustee

                              TENANT:

                              CELERITY SOLUTIONS, INC.

                              By:______________________________

                              Name:____________________________

                              Its:_____________________________


                                       22
<PAGE>


     A copy of Tenant's  corporate  authorization for such execution is attached
hereto.


                                       23
<PAGE>


                                    EXHIBIT C
                                 LANDLORD'S WORK

Install Shaw/Stratton  "Potential" 28 oz. carpet in the color selected by Tenant
from samples provided by Landlord in the Leased Premises; provided, however, (i)
no carpeting shall be installed in any areas currently  covered in VCT Tile, and
(ii) the landlord shall not be obligated to replace any vinyl cover base, unless
said vinyl cover base is damaged beyond repair (as determined by the Landlord in
its reasonable discretion during the installation of the carpet).


                                       24
<PAGE>


                                    EXHIBIT D
                               LANDLORD'S SERVICES


I.  CLEANING

     A.   General

          1.   All cleaning work will be performed  between 8 a.m. and midnight,
               Monday through Friday,  unless otherwise necessary for stripping,
               waxing, etc.

          2.   Abnormal waste removal (e.g.  computer  installation  paper, bulk
               packaging,  wood  or  cardboard  crates,  refuse  from  cafeteria
               operation, etc.) shall be Tenant's responsibility.

     B.   Daily Operations (5 times per week)

          1.   Tenant Areas

               a.   Empty and clean all waste  receptacles;  wash receptacles as
                    necessary.

               b.   Vacuum all rugs and carpeted areas.

               c.   Empty, damp-wipe and dry all ashtrays.

          2.   Lavatories

               a.   Sweep and wash floors with disinfectant.

               b.   Wash both sides of toilet seats with disinfectant.

               c.   Wash all mirrors, basins, bowls, urinals.

               d.   Spot clean toilet partitions.

               e.   Empty and disinfect sanitary napkin disposal receptacles.

               f.   Refill  toilet  tissue,  towel,  soap,  and sanitary  napkin
                    dispensers.

          3.   Public Areas

               a.   Wipe  down  entrance  doors and clean  glass  (interior  and
                    exterior).

               b.   Vacuum elevator carpets and wipe down doors and walls.

               c.   Clean water coolers.

     C.   Operations as Needed (but not less than every other day)

          1.   Tenant and Public Areas

               a.   Buff all resilient floor areas.

     D.   Weekly Operations


                                       25
<PAGE>


          1.   Tenant Areas, Lavatories, Public Areas

               a.   Hand-dust  and  wipe  clean  all  horizontal  surfaces  with
                    treated  cloths  to  include  furniture,  office  equipment,
                    windowsills,  door ledges, chair rails, baseboards,  counter
                    tops, etc., within normal reach.

               b.   Remove  finger  marks from  private  entrance  doors,  light
                    switches, and doorways.

               c.   Sweep all stairways.

     E.   Monthly Operations

          1.   Tenant and Public Areas

               a.   Thoroughly vacuum seat cushions on chairs, sofas, etc.

               b.   Vacuum and dust grillwork.

          2.   Lavatories

               a.   Wash down interior walls and toilet partitions.

     F.   As Required and Weather Permitting

          1.   Entire Building

               a.   Clean inside of all windows.

               b.   Clean outside of all windows.

     G.   Yearly

          1.   Tenant and Public Areas

               a.   Strip and wax all resilient tile floor areas.

II.      HEATING, VENTILATING, AND AIR CONDITIONING

          1.   Heating, ventilating, and air conditioning as required to provide
               reasonably  comfortable  temperatures  for  normal  business  day
               occupancy (excepting  holidays);  Monday through Friday from 8:00
               a.m. to 5:00 p.m.  and  Saturday  from 8:00 a.m. to 1:00 p.m. Any
               additional heating, ventilating and/or air conditioning requested
               and/or  required  by the  Tenant,  other  than  during the normal
               business day as defined herein,  shall be billed to the Tenant at
               the rate of $25.00 per hour.

          2.   Maintenance  of  any  additional  or  special  air   conditioning
               equipment and the  associated  operating cost will be at Tenant's
               expense.


III. WATER

     Hot water for lavatory  purposes and cold water for drinking,  lavatory and
toilet purposes.


                                       26
<PAGE>


IV.  ELEVATORS (if Building is Elevatored)

     Elevators for the use of all tenants and the general public to and from all
     floors  of the  Building.  Programming  of  elevators  (including,  but not
     limited  to,  service  elevators)  shall be as  Landlord  from time to time
     determines best for the Building as a whole.

V.   RE-LAMPING OF LIGHT FIXTURES

     Tenant will reimburse Landlord for the cost of lamps, ballasts and starters
     and the cost of replacing same within the Premises.

VI.  CAFETERIA AND VENDING INSTALLATIONS

     1.   Any space to be used  primarily for  lunchroom or cafeteria  operation
          shall be Tenant's  responsibility to keep clean and sanitary, it being
          understood that Landlord's approval of such use must be first obtained
          in writing.

     2.   Vending machines or refreshment  service  installations by Tenant must
          be approved by Landlord in writing and shall be  restricted  in use to
          employees  and business  callers.  All cleaning  necessitated  by such
          installations shall be at Tenant's expense.

VII. ELECTRICITY

     1.   Landlord,  at  Landlord's  expense,  shall furnish  electrical  energy
          required for lighting,  electrical  facilities,  equipment  machinery,
          fixtures, and appliances used in or for the benefit of Tenant's Space,
          in accordance  with the  provisions of the Lease of which this Exhibit
          is part.

     2.   Tenant shall not,  without  prior  written  notice to Landlord in each
          instance,  connect to the Building  electric  distribution  system any
          fixtures,  appliances or equipment  other than normal office  machines
          such  as  desk-top  computers,  calculators  and  typewriters,  or any
          fixtures,  appliances  or equipment  which  Tenant on a regular  basis
          operates beyond normal building  operating  hours. In the event of any
          such connection,  Tenant agrees to an increase in the ANNUAL ESTIMATED
          ELECTRICAL  COST TO  TENANT'S  SPACE and a  corresponding  increase in
          Annual  Rent by an amount  which will  reflect the cost to Landlord of
          the additional  electrical  service to be furnished by Landlord,  such
          increase to be effective as of the date of any such  installation.  If
          Landlord  and  Tenant  cannot  agree  thereon,  such  amount  shall be
          conclusively determined by a reputable independent electrical engineer
          or consulting firm to be selected by Landlord and paid equally by both
          parties,  and the cost to Landlord will be included in Operating Costs
          provided in Section 4.2 hereof.

     3.   Tenant's use of electrical  energy in Tenant's  Space shall not at any
          time  exceed  the  capacity  of any of the  electrical  conductors  or
          equipment in or otherwise  serving  Tenant's Space. In order to insure
          that such  capacity  is not  exceeded  and to avert  possible  adverse
          effect upon the Building electric  service,  Tenant shall not, without
          prior  written  notice to  Landlord in each  instance,  connect to the
          Building  electric  distribution  systems any fixtures,  appliances or
          equipment  which operate on a voltage in excess of 120 volts normal or
          make any  alteration  or addition to the  electric  system of Tenant's
          Space.  Unless Landlord shall  reasonably  object to the connection of
          any such fixtures,  appliances or equipment,  all additional risers or
          other equipment  required therefor shall be provided by Landlord,  and
          the cost thereof shall be paid by Tenant upon  Landlord's  demand.  In
          the event of any such


                                       27
<PAGE>


          connection,  Tenant  agrees to an  increase  in the  ANNUAL  ESTIMATED
          ELECTRICAL COST TO TENANT'S SPACE and a  corresponding  in Annual Rent
          by an amount which will reflect the cost to Landlord of the additional
          service to be furnished by Landlord,  such increase to be effective as
          of the date of any such  connection.  If  Landlord  and Tenant  cannot
          agree  thereon,  such amount  shall be  conclusively  determined  by a
          reputable  independent  electrical  engineer or consulting  firm to be
          selected by Landlord and paid equally by both parties, and the cost to
          Landlord will be included in Operating  Costs  provided in Section 4.2
          hereof.

     4.   If at any  time  after  the  date of this  Lease,  the  rates at which
          Landlord purchases electrical energy from the public utility supplying
          electric  service to the  Building,  or any changes  incurred or taxes
          payable by Landlord in  connection  therewith,  shall be  increased or
          decreased,  the Annual Rent and ANNUAL  ESTIMATED  ELECTRICAL  COST TO
          TENANT'S SPACE shall be increased or decreased, as the case may be, by
          an amount equal to the estimated increase or decrease, as the case may
          be, in Landlord's  cost of furnishing the  electricity  referred to in
          Paragraph  1 above as a result of such  increase or decrease in rates,
          charges,  or taxes. If Landlord and Tenant cannot agree thereon,  such
          amount shall be  conclusively  determined  by a reputable  independent
          electrical  engineer or consulting firm to be selected by Landlord and
          paid  equally  by both  parties,  and the  cost  to  Landlord  will be
          included in  Operating  Costs as  provided in Section 4.2 hereof.  Any
          such  increase or decrease  shall be  effective  as of the date of the
          increase or decrease in such rate, charges, or taxes.

     5.   Landlord  may, at any time,  elect to  discontinue  the  furnishing of
          electrical energy. In the event of any such election by Landlord:  (a)
          Landlord  agrees  to  give  reasonable  advance  notice  of  any  such
          discontinuance  to Tenant;  (b)  Landlord  agrees to permit  Tenant to
          receive  electrical service directly from the public utility supplying
          service to the Building and to permit the  existing  feeders,  risers,
          wiring and other  electrical  facilities  serving Tenant's Space to be
          used by Tenant  and/or  such public  utility  for such  purpose to the
          extent they are suitable and safely  capable;  (c) Landlord  agrees to
          pay such charges and costs,  if any, as such public utility may impose
          in connection with the installation of Tenant's meters and to make or,
          at such  public  utility may  require,  as a  condition  of  providing
          comparable  electrical service to Tenant; (d) the Annual Rent shall be
          equitably  decreased to reflect such discontinuance by an amount equal
          to the ANNUAL  ESTIMATED  ELECTRICAL  COST TO  TENANT'S  SPACE then in
          effect;  and (e) Tenant shall thereafter pay,  directly to the utility
          furnishing  the same,  all  charges  for  electrical  services  to the
          Premises.

     6.   Whenever the Annual Rent is increased or decreased  pursuant to any of
          the foregoing paragraphs of this Article, the parties, upon request of
          either,  to execute and deliver each to the other an amendment to this
          Lease confirming such increase or decrease.


                                       28
<PAGE>


                                    EXHIBIT E
                              RULES AND REGULATIONS

1.   The entrances,  lobbies,  passages,  corridors,  elevators,  halls, courts,
     sidewalks,  vestibules, and stairways shall not be encumbered or obstructed
     by Tenant or its agents, servants, employees, licensees or visitors or used
     by them for any  purposes  other  than  ingress  or  egress to and from the
     Premises.

2.   The moving in or out of all safes, freight,  furniture,  or bulky matter of
     any  description  shall take  place  during the hours  which  Landlord  may
     determine  from time to time.  Landlord  reserves  the right to inspect all
     freight and bulky  matter to be brought  into the  Building  and to exclude
     from the Building all freight and bulky matter which  violates any of these
     Rules and Regulations or the Lease of which these Rules and Regulations are
     a part. Landlord reserves the right to have Landlord's  structural engineer
     review Tenant's floor loads on the Premises at Tenant's expense.

3.   Tenant, or the employees, agents, servants, visitors or licensees of Tenant
     shall  not at any time  place,  release  or  discard  any  rubbish,  paper,
     articles,  or  objects  of any kind  whatsoever  outside  the  doors of the
     Premises or in the corridors or passageways of the Building.  No animals or
     birds shall be brought or kept in or about the Building. Bicycles shall not
     be permitted in the Building.

4.   Tenant shall not place objects against glass partitions or doors or windows
     or adjacent to any common space which would be unsightly  from the Building
     corridors or from the exterior of the Building and will promptly remove the
     same upon notice from Landlord.

5.   Tenant shall not make noises, cause disturbances,  create vibrations, odors
     or noxious  fumes or use or operate any electric or  electrical  devices or
     other  devices that emit sound waves or are  dangerous to other tenants and
     occupants of the Building or that would interfere with the operation of any
     device or equipment or radio or television  broadcasting  or reception from
     or within the  Building or  elsewhere,  or with the  operation  of roads or
     highways in the  vicinity of the  Building,  and shall not place or install
     any projections, antennae, aerials, or similar devices inside or outside of
     the Premises, without the prior written approval of Landlord.

6.   Tenant may not (without Landlord's  approval therefor,  which approval will
     be signified on Tenant's Plans submitted  pursuant to the Lease) and Tenant
     shall not permit or suffer anyone to: (a) cook in the  Premises;  (b) place
     vending or dispensing machines of any kind in or about the Premises; (c) at
     any time sell, purchase or give away, or permit the sale, purchase, or gift
     of food in any form.

7.   Tenant shall not: (a) use the  Premises for lodging,  manufacturing  or for
     any  immoral or illegal  purposes;  (b) use the  Premises  to engage in the
     manufacture  or  sale  of,  or  permit  the use of  spirituous,  fermented,
     intoxicating or alcoholic  beverages on the Premises;  (c) use the Premises
     to engage in the  manufacture or sale of, or permit the use of, any illegal
     drugs on the Premises.

8.   No awning or other  projections  shall be attached to the outside  walls or
     windows.  No curtains,  blinds,  shades,  screens or signs other than those
     furnished by Landlord  shall be attached to, hung in, or used in connection
     with any window or door of the Premises  without prior  written  consent of
     Landlord.


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<PAGE>


9.   No  signs,  advertisement,  object,  notice  or  other  lettering  shall be
     exhibited,  inscribed,  painted or  affixed  on any part of the  outside or
     inside of the Premises if visible from  outside of the  Premises.  Interior
     signs on doors  shall be painted or affixed  for Tenant by  Landlord  or by
     sign painters first approved by Landlord at the expense of Tenant and shall
     be of a size, color and style acceptable to Landlord.

10.  Tenant  shall  not  use  the  name  of  the  Building  or use  pictures  or
     illustrations  of the Building in  advertising or other  publicity  without
     prior  written  consent  of  Landlord.  Landlord  shall  have the  right to
     prohibit any advertising by Tenant which, in Landlord's  opinion,  tends to
     impair the reputation of the Building or its desirability for offices, and,
     upon written notice from Landlord,  Tenant will refrain from or discontinue
     such advertising.

11.  Door keys for doors in the Premises  will be furnished at the  Commencement
     of the Lease by Landlord.  Tenant shall not affix additional locks on doors
     and shall  purchase  duplicate  keys only from Landlord and will provide to
     Landlord  the means of opening of safes,  cabinets,  or vaults  left on the
     Premises.  In the event of the loss of any keys so  furnished  by Landlord,
     Tenant shall pay to Landlord the cost thereof.

12.  Tenant shall cooperate and participate in all security  programs  affecting
     the Building.

13.  Tenant  assumes full  responsibility  for  protecting its space from theft,
     robbery and pilferage,  which includes keeping doors locked and other means
     of entry to the Premises closed and secured.

14.  Tenant shall not make any  room-to-room  canvass to solicit  business  from
     other  tenants in the  Building,  and shall not  exhibit,  sell or offer to
     sell,  use,  rent or exchange  any item or services in or from the Premises
     unless ordinarily embraced within Tenant's use of the Premises as specified
     in its Lease.  Canvassing,  soliciting  and  peddling in the  Building  are
     prohibited  and  Tenant  shall  cooperate  to prevent  the same.  Peddlers,
     solicitors and beggars shall be reported to the Management Office.

15.  Tenant shall not mark, paint,  drill into, or in any way deface any part of
     the Building or Premises. No boring, painting, driving of nails, or screws,
     cutting or  stringing  of wires shall be  permitted,  except with the prior
     written consent of Landlord (which shall not be unreasonably withheld), and
     as Landlord  may direct.  Tenant  shall not install any  resilient  tile or
     similar  floor  covering  in the  Premises  except  with the prior  written
     approval of Landlord.  The use of cement or other similar adhesive material
     is expressly prohibited.

16.  Tenant shall not waste  electricity or water and agrees to cooperate  fully
     with  Landlord to assure the most  effective  operation  of the  Building's
     heating and air  conditioning  and shall refrain from  attempting to adjust
     controls.  Tenant shall keep  corridor  doors closed except when being used
     for access.

17.  The water and wash closets and other  plumbing  fixtures  shall not be used
     for any purposes other than those for which they were  constructed,  and no
     sweepings, rubbish, rags, or other substances shall be thrown therein.

18.  Building  employees  shall not be  required  to  perform,  and shall not be
     requested  by any tenant or occupant to perform,  any work outside of their
     regular duties,  unless under specific  instructions from the office of the
     Managing Agent of the Building.

19.  Tenant may request heating and/or air conditioning  during other periods in
     addition to normal  working hours by  submitting  its request in writing to
     the office of the  Managing  Agent of the  Building no later than 2:00 p.m.
     the preceding work day (Monday through


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<PAGE>


     Friday) on forms  available  from the  office of the  Managing  Agent.  The
     request  shall  clearly  state the start and stop  hours of the  "off-hour"
     service.  Tenant shall  submit to the Building  Manager a list of personnel
     authorized  to make such  request.  The Tenant  shall be  charged  for such
     operation in the form of additional rent; such charges are to be determined
     by the  Managing  Agent and shall be fair and  reasonable  and  reflect the
     additional operating costs involved.

20.  Tenant  covenants and agrees that its use of the Premises shall not cause a
     discharge of more than the gallonage per foot of Premises Design Floor Area
     per day of  sanitary  (non-industrial)  sewage  allowed  under  the  sewage
     discharge permit for the Building. Discharges in excess of that amount, and
     any discharge of industrial  sewage,  shall only be permitted if Tenant, at
     its sole expense,  shall have  obtained all necessary  permits and licenses
     therefor,  including  without  limitation  permits  from  state  and  local
     authorities having jurisdiction thereof. Tenant shall submit to Landlord on
     December 31 of each year of the Term of this Lease a  statement,  certified
     by  an  authorized   officer  of  Tenant,   which  contains  the  following
     information;  name of all chemicals, gases, and hazardous substances, used,
     generated,  or stored on the Premises;  type of substance  (liquid,  gas or
     granular)   quantity  used,   stored  or  generated  per  year   (excluding
     information  regarding  the use or  storage  of normal  household  cleaning
     products in de minimis quantities);  method of disposal;  permit number, if
     any,  attributable to each  substance,  together with copies of all permits
     for such substance; and permit expiration date for each substance.


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