EXHIBIT  10.14

                                 LEASE AGREEMENT

        THIS LEASE, made this 1st day of March, 2000, by and between New Boston
Citimark Limited Partnership, a Delaware limited partnership ("Landlord"), and
Browsesafe.Com, Inc.,
a Nevada corporation ("Tenant"),

                                     ARTICLE 1 - LEASE OF PREMISES

        Section 1.01 Lease of Premises. Upon and subject to the terms and
conditions provided herein, Landlord leases to Tenant and Tenant leases from
Landlord a portion of the building known as Northeast Three ("Building") located
in Northeast Business Center (the "Park"), Marion County, Indiana, which portion
is identified in Item A of the Basic Lease Provisions and is outlined in red on
Exhibit A attached hereto (the "Premises"), together with the nonexclusive right
to use the parking areas and ingress, egress, access roads and other common
facilities which Landlord may from time to time provide for the tenants in the
building ("Common Areas"). Tenant's use of the Common Areas shall be subject to
the provisions contained herein.

        Section 1.02  Basic Lease Provisions.

        A.     Building Address:    7202 East 87th Street, Suite 109
                                    Indianapolis, Indiana 46256;

        B.     Size of Premises:    4,139  square feet.

        C.     Tenant's Share:      11%.

        D.     Monthly Rent:        Months one (1) through twenty-four
                                   (24), the Monthly Rent shall be Three
                                    Thousand Seven Hundred Ninety-Four
                                    Dollars ($3,794.00). Months twenty-five
                                    (25) through thirty-six (36), the Monthly
                                    Rent shall be Three Thousand Nine
                                    Hundred Sixty-Seven Dollars ($3,967.00).
                                    Months thirty-seven (37) through sixty
                                    (60), the Monthly Rent shall be Four
                                    Thousand One Hundred Twenty-Two Dollars
                                    ($4,122.00).

        E.     Term:                Commences on the Commencement Date (as
                                    defined in Section 2.01) and continues for
                                    sixty (60) months from (i) the
                                    Commencement Date if such date is the first
                                    day of a calendar month, or (ii) the first
                                    day of the calendar month immediately
                                    following the Commencement Date if such date
                                    is not the first day of a calendar month.

        F.     Estimated Commencement
               Date:                March 6, 2000.

        G.     Security Deposit:    Seven Thousand Five Hundred Eighty-Eight
                                    Dollars ($7,588.00).

        H.     Broker:              Citimark Management Co., Inc.and Meridian
                                    Real Estate Services, Inc.

        I.     Permitted Use:       Office.

        J.     Space Plan Approval
               Date:                February 29, 2000.

        K.     Address for notices as follows:

                      Landlord:     New Boston Citimark Limited Partnership
                                    One Longfellow Place, Suite 3612
                                    Boston, MA 02114
                                    Attn: Jerome L. Rappaport, Jr.

                             With notice also to:

                                    Rappaport & Rakov
                                    One Longfellow Place, Suite 3611
                                    Boston, MA 02114
                                    Attn: Janet F. Aserkoff


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                             With notice also to:

                                    Citimark Management Co, Inc.
                                    7301 E. 90th Street, Suite 112
                                    Indianapolis, Indiana 46256
                                    Attn: William N. Carlstedt, Jr.

                      Tenant:       Browsesafe.Com, Inc.
                                    7202 E. 87th Street, Suite 109
                                    Indianapolis, Indiana 46256
                                    Attn: Greg Urbanski

        L.     Address for payments as follows:

                                    New Boston Citimark Limited Partnership
                                    7301 E. 90th Street, Suite 112
                                    Indianapolis, Indiana 46256
                                    Attn: Accounting


                         ARTICLE 2 - TERM AND POSSESSION

        Section 2.01 Term. The term of this Lease shall be the period of time
specified in Item E of the Basic Lease Provisions and shall commence upon the
earlier of (i) the date on which the Premises are first used and occupied by
Tenant's personnel for carrying on the normal functions of its business, or (ii)
the date five (5) days after Landlord gives written notice to Tenant that the
improvements to be constructed by Landlord as provided in Article 5 are
substantially completed. The date of commencement determined as provided above
is herein called the "Commencement Date." The Commencement Date shall in no
event be postponed by reason of any delay caused by Tenant (for example,
Tenant's failure to timely approve or furnish plans or specifications, make
material or color selections or decisions necessary for substantial completion
of such work, or complete Tenant's work). As used in this Lease, "Term" shall
include the original term and any extension thereof effected in accordance with
an extension option, if any, expressly set forth herein.

        Section 2.02 Possession Prior to Commencement Date. Landlord shall have
no responsibility or liability whatsoever for any loss or damage to any of
Tenant's leasehold improvements, fixtures, equipment or merchandise installed or
left in the Premises prior to the Commencement Date; and Tenant's entry upon and
occupancy of the Premises prior to the Commencement Date shall otherwise be
governed by and subject to the provisions, covenants and conditions of this
Lease, except Tenant shall not be obligated to pay rent for any period prior to
the Commencement Date.

        Section 2.03 Acceptance of Premises. On or before the Commencement Date,
Tenant shall execute and deliver to Landlord an agreement in the form attached
as Exhibit B ("Acceptance Agreement") to acknowledge and confirm the
Commencement Date and that Tenant has accepted the Premises for occupancy,
except for only those defects specified by Tenant in the Acceptance Agreement.
Landlord shall promptly thereafter correct such defects, subject to delays
beyond Landlord's reasonable control. If Tenant takes possession of and occupies
the Premises but fails to timely execute and deliver the Acceptance Agreement,
Tenant shall be deemed to have accepted the Premises for occupancy and the
condition thereof as satisfactory in all respects.

        Section 2.04 Surrender of the Premises. Upon the expiration or earlier
termination of this Lease, Tenant shall quit and surrender to Landlord the
Premises, together with all property affixed to the Premises, broom clean, and
in good order and condition, ordinary wear and tear excepted. Tenant, however,
shall remove any or all of its property which Landlord directs Tenant to remove;
and upon Tenant's failure to do so, Landlord may cause all or any item of such
property to be removed, disposed of or stored at Tenant's expense. Tenant hereby
agrees to pay all costs and expenses of any removal and storage and of the
repair of any damage to the Premises caused by such removal. Tenant's obligation
to observe and perform these covenants shall survive the expiration or earlier
termination of this Lease. Notwithstanding the foregoing covenants, Tenant's
removal of its leasehold improvements, alterations and additions, and trade
fixtures and equipment shall be governed by Sections 8.01 and 8.04.

        Section 2.05 Holding Over. No holding over by Tenant after expiration or
earlier termination of the Term shall operate to extend the Lease. In the event
of any unauthorized holding over, Tenant shall pay Monthly Rent equal to one
hundred fifty percent (150%) of the Monthly Rent payable for the month
immediately preceding such holding over plus additional rent (including, but not
limited to, the estimated Annual Operating Expense Adjustment) applicable to the
period of such holding over; and Tenant shall indemnify Landlord against all
claims, damages, costs and expenses (including, but not limited to, reasonable
attorneys' fees) in connection with such holding over, including, without
limitation, all claims by any other person or entity to which Landlord may have
leased all or part of the Premises effective upon or after expiration or
termination of the Term. Tenant's default or an authorization of Tenant's
holding over shall not constitute a renewal of the term of this lease nor
prevent Landlord from exercising any of its other rights and remedies. Any
holding over with the consent of Landlord in writing shall thereafter constitute
a lease from month-to-month.

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                                ARTICLE 3 - RENT

        Section 3.01 Monthly Rent. Tenant shall pay, in advance on the first day
of each calendar month during the Term, Monthly Rent as specified in Item D of
the Basic Lease Provisions as the basic rent per month for the Premises. The
initial installment of Monthly Rent shall be due and payable upon execution of
this Lease. In the case of a partial calendar month at or prior to the beginning
of the Term, the Monthly Rent for the partial month shall be prorated on a daily
basis and shall be paid with the first month's rent. Tenant also agrees to pay
Landlord any excise, sales or privilege tax, if any, imposed by any governmental
authority on account of this Lease or the rent paid hereunder as a part of
Additional Rent under Section 3.02.

        Section 3.02  Additional Rent.

          (a)  Obligation to Pay Additional Rent. In addition to the Monthly
               Rent, Tenant agrees to pay as additional rent (i) the Annual Tax
               Adjustment, (ii) the Annual Insurance Adjustment (iii) the Annual
               Common Area Adjustment, and (iv) the Annual Utility Adjustment,
               all as defined in Subsection (b) below.

          (b)  Definitions. As used herein, the following terms shall have the
               meanings indicated:

               (1)    "Real Estate Taxes and Assessments" shall mean (i) all
                      real property taxes and assessments levied or assessed by
                      any lawful authority against the Building, including land
                      and improvements together with the costs and expenses of
                      contesting the validity or amount of such taxes or
                      assessments, (ii) any tax or capital levy hereafter
                      enacted by any governmental authority in replacement or in
                      lieu of real property taxes (or increases therein), in
                      whole or part, including, but not limited to, a state or
                      local option tax designed for property tax relief purposes
                      or a license or franchise fee measured by rents received
                      by Landlord, or other wise measured by or based upon the
                      rents from or Landlord's interest in the Building, land or
                      related improvements, and (iii) all assessments made upon
                      the Building, land or related improvements or imposed upon
                      Landlord as the owner thereof under any recorded
                      instrument to which the Building is now or hereafter
                      subject (including without limitation the Declaration of
                      Development Standards, Covenants and Restrictions for
                      Northeast Business Center) or pursuant to an owner's
                      association for the purpose of maintaining, repairing and
                      replacing improvements for the benefit of, or providing
                      services to, the Building and its occupants.

               (2)    "Annual Tax Adjustment" shall mean that for each calendar
                      year falling wholly or partly within the Term, Tenant's
                      Share of the amount by which the Real Estate Taxes and
                      Assessments payable in such year exceed the product of One
                      Dollar and Seven Cents ($1.07) times the gross area of the
                      Building.

               (3)    "Annual Insurance Expense" shall mean for a given calendar
                      year the sum of the premiums allocable to such year for
                      the insurance prescribed to be maintained by Landlord
                      under Section 11.04.

               (4)    "Annual Insurance Adjustment" shall mean for each calendar
                      year falling wholly or partly within the Term, Tenant's
                      Share of the amount by which the Annual Insurance Expense
                      for such year exceeds the product of Four Cents ($.04)
                      times the leasable area of the building.

               (5)    "Common Area Expenses" shall mean the sum of all costs and
                      expenses incurred by Landlord in operating and maintaining
                      the Common Areas and shall include, but not be limited to,
                      (i) costs and expenses paid or incurred for operating,
                      repairing, maintaining, and replacing improvements in the
                      Common Areas such as paving, curbs, walkways, landscaping,
                      storm and sanitary sewers, lighting facilities, heating
                      systems, the building communication system and fire
                      protection sprinkler system; (ii) costs and expenses paid
                      or incurred for Common Area security, cleaning and trash
                      collection, snow and ice removal, heating, painting,
                      premiums for liability insurance as to persons and
                      property, wages, worker's compensation, employment and
                      social security taxes; and (iii) a reasonable replacement
                      reserve.

               (6)    "Annual Common Area Adjustment" shall mean for each
                      calendar year falling wholly or partly within the Lease
                      Term, Tenant's Proportionate Share of the amount by which
                      Landlord Maintenance Costs for such year exceed the
                      product of One Dollar and One Cent ($1.01) per square foot
                      times the gross area of the building.

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               (7)    "Annual Utility Expense" shall mean for a given calendar
                      year the costs paid by Landlord during such year for
                      utilities used by but not separately metered to tenants of
                      the Building. Utilities not separately metered to tenants
                      of the Building include, but are not necessarily limited
                      to, electricity, sprinkler monitoring fees, water, and
                      sanitary sewer service. The Annual Utility Expense shall
                      not include the cost of any utility service that is
                      separately metered to any individual tenant in the
                      Building.

               (8)    "Annual Utility Adjustment" shall mean for each calendar
                      year falling wholly or partly within the Term, Tenant's
                      Share of Annual Utility Expense for such year. Provided,
                      however, that if Tenant consumes a disproportionately
                      large portion of utilities not separately metered to
                      tenants of the Building, Landlord shall be entitled to
                      base the Annual Utility Adjustment for Tenant on
                      Landlord's reasonable estimate of Tenant's use of such
                      utilities relative to the use thereof by the other tenants
                      of the Building.

               (9)    "Annual Adjustments" shall mean any one or more of the
                      Annual Tax Adjustment, the Annual Maintenance Adjustment,
                      the Annual Insurance Adjustment, and the Annual Utility
                      Adjustment, and "Annual Adjustment" shall mean any one of
                      these.

        Section 3.03 Payment of Additional Rent. Each Annual Adjustment shall be
separately estimated annually by Landlord, and written notice thereof shall be
given to Tenant within fifteen (15) days after the Commencement Date and
thereafter at least thirty (30) days prior to the beginning of each calendar
year. Tenant shall then pay to Landlord each month, at the same time the
installment of Monthly Rent is due, an amount equal to one-twelfth (1/12) of
each estimated Annual Adjustment. Landlord shall have the right to revise each
Annual Adjustment for a given calendar year upon not less than fifteen (15) days
prior written notice to Tenant, provided the actual amount of the corresponding
Annual Adjustment for such calendar year will, in the Landlord's reasonable
judgment, exceed Landlord's prior estimate for such calendar year. In addition,
at the time Landlord revises an estimated Annual Adjustment for a given calendar
year, Landlord shall be entitled to collect from Tenant, within twenty (20) days
after submitting a statement thereof, a lump sum payment which when added to the
monthly installments of such estimated Annual Adjustment previously made by
Tenant in such calendar year and the revised monthly installments to be made
during the balance of such calendar year, will equal such Annual Adjustment as
then revised by Landlord. Within ninety (90) days after the end of each calendar
year (or as soon thereafter as is reasonably practicable), Landlord shall
prepare and deliver to Tenant a statement showing the actual Annual Adjustments
for such calendar year, and within fifteen (15) days of such date, Tenant shall
pay Landlord any deficiency, or Landlord shall credit tenant's account for any
overpayment of the Annual Adjustments for such calendar year. Landlord's failure
to timely deliver the statement of any estimated Annual Adjustment or any
statement of an actual Annual Adjustment shall not relieve Tenant of its
obligation to pay, when such statement is provided, such estimated Annual
Adjustment or such actual Annual Adjustment. In the case of a calendar year
falling only partly within the lease term, each Annual Adjustment payable by
Tenant with respect to such year shall be prorated accordingly.

     Section 3.04 Late Charges. Tenant acknowledges that the late payment by
Tenant to Landlord of Monthly Rent, additional rent or any other amount required
to be paid Landlord under this Lease will cause Landlord to incur costs not
contemplated by this Lease, the exact amount of which is extremely difficult and
impracticable to ascertain. Such costs include, without limitation, processing
and accounting charges and late charges that may be imposed upon Landlord by
virtue of its debt obligations. Accordingly, if Tenant fails to make any payment
required hereunder when such payment is due, Tenant shall pay a late charge
equal to the lesser of ten percent (10%) of such payment, but in no event shall
such late charge be less than Five Hundred Dollars ($500.00). Further, in the
event Landlord is required to transmit a demand letter to Tenant, Tenant shall
pay an amount of Five Hundred Dollars ($500.00) to Landlord.

        Section 3.05 Manner of Payment. The Monthly Rent, additional rent and
all other sums of money and charges payable by Tenant hereunder shall be paid
promptly when due, without relief from valuation and appraisement laws, notice
or demand therefor, or set off for any reason whatsoever. All payments required
to be paid by Tenant to Landlord under the provisions of this Lease shall be
paid by Tenant in lawful money of the United States at the address provided
herein for notices to Landlord or at such other place or to such other person as
Landlord may from time to time designate by notice to Tenant.

                          ARTICLE 4 - OCCUPANCY AND USE

        Section 4.01 Occupancy. Tenant shall use and occupy the Premises solely
for the purposes described in Item I of the Basic Lease Provisions and shall not
use the Premises for any other purpose without the prior written consent of
Landlord.

        Section 4.02 Use of Premises. The portions of the Premises finished as
offices shall be used only for office purposes, and the portion of the Premises
finished as warehouse space shall be used only for the storage of Tenant's
merchandise and equipment and as provided in Section 4.01. Tenant shall not use
the Premises for any unlawful purpose or act, commit or permit waste or damage
to the Premises, or do or permit anything to be done in or about the Premises
which will in any way obstruct or interfere with the rights of other tenants or
occupants of the Building or injure or annoy them. Tenant shall use and maintain
the Premises and conduct its business thereon in a careful, safe, reputable and
lawful manner, in compliance with all laws, codes, ordinances, rules,
regulations and orders (collectively "Laws") of any governmental authority or
agency, including without limitation those governing zoning, health, safety
(including fire safety) and occupational hazards, pollution and environmental
control and handicapped accessibility (including but not limited to any such
laws imposing upon Landlord or Tenant any duty respecting or triggered by any
change in use or occupancy or any alterations or improvements of, in or to the

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Premises), all requirements of Landlord's insurance carrier, and all reasonable
rules and regulations of Landlord, including but not limited to the Building
Rules and Regulations set forth on the attached Exhibit C as may be modified
from time to time by Landlord on notice to Tenant. Landlord shall not be
responsible to Tenant for the nonperformance by any other tenant or occupant of
the Building of any of the Rules and Regulations of Landlord.

        Section 4.03 Hazardous Waste Provisions. Tenant shall not in any manner
use, maintain or allow the use or maintenance of the Premises in violation of
any federal, state or municipal laws, statutes, codes or regulations including
without limitation those governing hazardous, toxic or infectious waste,
materials and substances. Tenant shall not use or allow the use of the Premises
or any part thereof to treat, store, dispose of, transfer, release, convey or
recover hazardous, toxic, medical or infectious waste, materials or substances
nor shall Tenant otherwise, in any manner, possess or allow the possession of
any hazardous, toxic, medical or infectious waste, materials or substances on or
about the Premises. Hazardous, toxic or infectious waste, materials or
substances shall mean any solid, liquid or gaseous waste or emission or any
combination thereof which because of its quantity, concentration or physical,
chemical, or infectious characteristics may (i) cause or significantly
contribute to an increase in mortality or in serious or incapacitating,
irreversible illness, or (ii) pose the risk of a substantial present or
potential hazard to human health, to the environment or otherwise to animal or
plant life when used, treated, stored, transported, disposed of or otherwise
managed or handled. Tenant shall indemnify and hold harmless Landlord from any
and all claims, loss, liability, costs, expenses or damage, including attorneys'
fees, incurred by Landlord in connection with any breach by Tenant of its
obligations under this section. The provisions of this section shall survive the
termination of this Lease.

                   ARTICLE 5 - INITIAL LEASEHOLD IMPROVEMENTS

        Section 5.01 Landlord Improvements. Landlord shall cause to be
constructed the leasehold improvements on the Premises in accordance with
Tenant's space plan as shown on the attached Exhibit D and with plans and
specifications approved by both Landlord and Tenant. The costs of such
improvements shall be borne by Landlord except as otherwise specified in Exhibit
D. Any changes or modifications to such plans and specifications shall be made
and accepted by written change order signed by Landlord and Tenant. However, if
any changes or modifications to the approved plans and specifications are
requested by Tenant and installed by Landlord without a fully executed change
order, they shall be deemed to have been installed on a "time and material"
basis, and Tenant shall promptly pay Landlord the costs thereof.

        Section 5.02 Tenant Improvements. Landlord shall notify Tenant when the
improvements to be constructed by Landlord as provided in Section 5.01 are ready
for commencement of Tenant's work. At any time after receipt of notice from
Landlord and after obtaining Landlord's written approval of Tenant's plans and
specifications, and after completing all other requirements of Article 8, Tenant
shall be entitled, at its sole cost and expense, to cause the construction of
the Tenant's improvements and installation of trade fixtures and equipment in
accordance with Tenant's plans and specifications. Such construction and
installation by Tenant shall not, however, unreasonably interfere with or impede
completion of Landlord's improvements. Within sixty (60) days after the
Commencement Date, Tenant, at its sole cost and expense, shall install in all
peripheral windows horizontal mini-blinds in brushed aluminum finish.

                            ARTICLE 6 - COMMON AREAS

        Section 6.01. Definition. The Common Areas shall include parking areas,
loading dock facilities, service corridors, restrooms, driveways, all utility
lines outside the Building, walkways and sidewalks, drainage system, landscaped
areas, exterior walls and apparatus thereto (except the interior face thereof
and the exterior and interior of all windows, doors, and plate glass), roof and
structural frame of the Building, and other related facilities.

        Section 6.02 Control and Maintenance. Landlord shall operate, manage,
repair, maintain and replace the Common Areas for their intended purposes, and
the Common Areas shall at all times be subject to Landlord's exclusive
management and control. Landlord may at any time temporarily close all or any
part of the Common Areas to make repairs, alterations or changes and to
otherwise improve the benefit thereof to Tenant and other occupants of the
Building and Park. Landlord shall use its best efforts to arrange any temporary
closing of the Common Areas at such times and in such manner as to minimize
interference with or disruption of Tenant's business in the Premises. Tenant
shall cooperate with Landlord and all other tenants so that the Common Areas may
be kept in an orderly and clean condition free of any obstructions. Tenant shall
required all trucks servicing Tenant to promptly load or unload in the loading
areas designated for the Premises. Landlord shall not be responsible to Tenant
for any failure, shortage or interruption in any service provided in the Common
Areas or by or through any improvements in the Common Areas.

                                ARTICLE 7 - SIGNS

        Section 7.01 Exterior Sign. Landlord will furnish and install suitable
signage and establish suite numbers to facilitate locating and identifying the
Premises. In order to effect uniformity, to control the graphics, and to
maintain an architecturally pleasing and harmonious Building exterior, Landlord
will also furnish and install at Tenant's entrance door to the Premises a
uniform suite number plate and a name plate.

        Section 7.02 Other Advertising Matter. Tenant shall not, without
Landlord's prior written consent, place or permit to be placed any other sign or
any awning, canopy or other advertising matter on, or in any location visible
from, the exterior of the Premises, including but not limited to, any exterior
doors, walls, roof or windows; and Tenant shall not place or permit to be placed
any decoration, lettering or advertising matter on the glass or any window or
door of the Premises.

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                 ARTICLE 8 - TENANT'S IMPROVEMENTS & ALTERATIONS

        Section 8.01 General Requirements. Tenant shall make no leasehold
improvements, alterations or additions on or about the Premises or any part
thereof without Landlord's prior written consent. All leasehold improvements,
alterations and additions made by Tenant shall, except as otherwise provided in
Exhibit D, remain for the benefit of the Landlord. However, Landlord may elect
by written notice to Tenant to require that Tenant, at its expense, remove on or
before fifteen (15) days after expiration or earlier termination of the Term all
or any portion of the leasehold improvements, alterations or additions made by
Tenant and repair any damage caused by such removal.

        Section 8.02 Construction Requirements. All leasehold improvements,
alterations and additions made by Tenant shall be done in accordance with each
of the following requirements unless specifically waived by Landlord in writing:

        (a)    Such work shall be constructed and timely completed in a good and
               workmanlike manner at Tenant's sole expense and at Tenant's risk,
               and shall be done in such a manner as not to cause or create a
               dangerous or hazardous condition or interfere with the use and
               enjoyment of other space in the Building by other tenants, and so
               as not to interfere with the work then being done by Landlord or
               other tenants of the Building.

        (b)    Such work shall not adversely affect the structure or strength of
               the Building or the mechanical, electrical, plumbing or safety
               facilities or other operations of the Premises or Building.

        (c)    Such work will be performed substantially in accordance with the
               plans and specifications submitted to Landlord by Tenant and
               approved by Landlord within fifteen (15) business days prior to
               commencement of such work.

        (d)    All contractors and subcontractors performing all or any portion
               of such work shall be subject to Landlord's prior written
               approval.

        (e)    Tenant shall pay all bills for labor and materials which might be
               the foundation for assertion of any claim or any mechanics' or
               materialmen's lien or other encumbrance upon any interest of the
               Landlord in the Building or related land and improvements.

        (f)    Tenant shall ensure all improvements, alterations and additions
               which are made or necessitated thereby shall be made and
               performed in accordance with all applicable laws, ordinances,
               codes, covenants, rules, regulations and orders and Landlord's
               insurance requirements, and prior to commencement of such work,
               shall deliver to Landlord copies of all governmental permits,
               authorizations and approvals required in connection therewith,
               including, but not limited to, all required building permits.
               Without limiting the foregoing, Tenant shall comply with all
               provisions of applicable law respecting worker's compensation and
               will carry and maintain, or cause to be carried and maintained by
               its contractors, builder's risk insurance, appropriate worker's
               compensation insurance and public liability and property damage
               insurance in form and amounts, issued by companies and with
               deductibles approved by Landlord. Certified copies of all such
               policies (or certificates thereof) and other evidence of
               financial responsibility shall be delivered to Landlord at lease
               five (5) business days prior to commencement of such work. Such
               policies shall name Landlord as an additional insured and provide
               that each such policy shall not be canceled or materially
               modified without thirty (30) days' prior written notice to
               Landlord.

        (g)    Tenant shall defend, indemnify and hold Landlord harmless from
               and against any and all liability, loss, damage and expense
               (including reasonable attorneys' fees) arising out of, as a
               result of or incurred by Landlord in connection with such work.

        Section 8.03 Mechanic's Liens. Tenant shall not suffer or give cause for
the filing of any mechanic's lien against the Premises or any part of the
Building or related land and improvements. In the event any mechanic's lien is
filed against the Premises or any other part of the Building or related land and
improvements for work claimed to have been done for, or materials claimed to
have been furnished to, Tenant, Tenant shall cause such mechanic's lien to be
discharged of record within ten (10) days after filing by bonding or as provided
or required by law or in any other lawful manner. Tenant shall indemnify
Landlord from and against all liability, loss, cost and expense, including
reasonable attorneys' fees, in connection with any such mechanic's lien.

        Section 8.04 Removal of Trade Fixtures and Equipment. All Tenant's trade
fixtures and equipment installed in the Premises may be removed by Tenant upon
expiration or earlier termination of this Lease, provided (i) Tenant at its sole
expense shall repair any damage to the Premises or the Building caused by such
removal and (ii) Tenant is not then in default under this Lease. After
expiration or earlier termination of the Term, Landlord shall have the right to
remove, dispose of or store Tenant's trade fixtures and equipment and to have
any damage from such disposal or removal repaired, all at Tenant's sole expense.

                              ARTICLE 9 - UTILITIES

        Section 9.01 Utility Lines. Landlord shall provide the mains, conduits
and other utility lines to the Premises.

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        Section 9.02 Tenant's Obligations. Tenant shall pay for all utility
services rendered or furnished to the Premises, including, but not limited to,
heat, water, air conditioning, gas, electricity, telephone, sewers and waste
removal services. If any equipment installed by Tenant requires additional
utility facilities, the costs of installing such additional facilities shall be
borne by Tenant. Such facilities may not be removed by Tenant at the expiration
or other termination of the Lease without Landlord's prior written consent. In
no event shall Landlord be responsible for the quality, quantity, failure or
interruption of any utility service to the Premises. Landlord shall, however,
use its best efforts to correct, or cause to be corrected, any deficiency in
quality or quantity, or failure or interruption, of any utility service to the
Premises. The costs of each utility service metered separately to the Premises
shall be paid by Tenant directly to the utility company providing the service,
and the costs of each utility service not separately metered to the Premises
shall be paid by Tenant as provided in Sections 3.02 and 3.03.

                      ARTICLE 10 - MAINTENANCE AND REPAIRS

        Section 10.01 Limitation. Except as herein specifically provided to the
contrary, Landlord shall not be responsible for maintaining or making any
repairs of any kind in or upon the Premises, Building or Common Areas.

        Section 10.02  Maintenance by Landlord.

        (a)    Common Areas. Landlord shall repair, maintain, operate and
               replace improvements in the Common Areas such as water and sewage
               lines located outside the Building, paving, curbs, walkways,
               lighting facilities and drainage systems; provide exterior
               lighting of the Common Areas; remove snow and ice from the paved
               areas to the extent practicable; maintain and replace
               landscaping; and re-stripe parking areas.

        (b)    Building. Landlord shall maintain the foundation, exterior walls
               (except the interior face thereof), down spouts, gutters, roof
               and structural frame of the Building. Landlord shall also make
               repairs to the fire protection sprinkler system in the Building
               to the extent the need for such repairs is known to Landlord.

        (c)    Repairs Occasioned By Tenant. Landlord shall in no event be
               responsible for making or paying the cost of any repairs to the
               Premises, Common Areas or the Building occasioned by any act or
               negligence of Tenant, its employees, contractors, agents,
               servicemen, sublessees, assignees, licensees or concessionaires;
               and Tenant shall promptly make any such repairs at its sole
               expense.

        Section 10.03 Maintenance by Tenant. Tenant shall keep and maintain the
Premises and every part thereof (including, but not limited to, the exterior and
interior portions of all doors and other entrances; signage; door checks and
closers; security gates; windows; glass; heating, ventilating, air conditioning,
plumbing, sewage and other mechanical and utility equipment and systems;
fixtures; and interior walls, floors and floor coverings, and ceiling) in good
order, condition and repair, and shall conduct routine janitorial services at
regular intervals. Without limiting the generality of the foregoing, Tenant
shall conduct a program of preventive maintenance and repair of all electrical,
heating, ventilating, air conditioning, plumbing, sewage and other mechanical
and utility equipment and systems serving the Premises and shall be responsible
for any and all maintenance, replacement, or repairs to such equipment and
systems. Landlord shall give Tenant the benefit of any warranty held by Landlord
on the Premises or any part thereof but only to the extent the warranty applies
to any repair, maintenance or replacement which Tenant is obligated hereunder to
make or perform. In addition, Tenant shall provide Landlord, in April and
October, with a seasonal inspection report prepared by a certified air
conditioning specialist acceptable to Landlord. In the event Tenant shall fail,
in Landlord's opinion, to provide the necessary preventive maintenance required
herein, Landlord may accomplish such maintenance and all costs incurred thereby
shall be paid by Tenant upon demand by Landlord. Tenant shall replace any glass,
windows and doors (including any frames, retaining members and appurtenances
thereto) in the Premises which may be broken or damaged. Notwithstanding any
provision herein to the contrary, Tenant shall not be responsible for making any
repairs occasioned by any act or negligence of Landlord or its agents, which
repairs shall be promptly made by Landlord at its sole cost and expense.

        Section 10.04 Notice. Tenant shall give Landlord prompt written notice
of the need for any maintenance, replacement or repairs which Landlord is
obligated to make hereunder and of any material damage to the Premises or any
part thereof.

                                       7
<PAGE>



                   ARTICLE 11 - INSURANCE AND INDEMNIFICATION

        Section 11.01 Public Liability Insurance-Tenant. Tenant shall maintain
in full force and effect through out the Term a policy of comprehensive general
public liability insurance (including blanket, contractual liability, broad form
property damage, personal injury, completed operations, products liability, and
fire damage) issued by a company or companies satisfactory to Landlord, naming
the Landlord, Northeast Business Center Owners Association, Citimark Management
Co., Inc. and Tenant as insureds, and covering any and all claims for injuries
to or death of persons and damage to property occurring in or upon the Premises
in an amount not less than One Million Dollars ($1,000,000.00) combined single
limit for both bodily injury and property damage.

        Section 11.02 Insurance on Tenant's Property. Tenant shall also maintain
in full force and effect throughout the Term fire and extended coverage
insurance on its fixtures, equipment, merchandise and other personal property in
or upon the Premises for its full insurable value on a replacement cost basis,
if obtainable, and if not obtainable, for the full amount of its actual cash
value.

        Section 11.03 Certificates of Insurance. For each type of insurance
which Tenant is required to maintain under this Lease, Tenant shall furnish
Landlord a certificate or certificates of insurance showing that each such type
of insurance is in full force and effect and not cancelable without thirty (30)
days prior written notice to Landlord.

        Section 11.04 Landlord's Insurance. Landlord shall maintain broad form
fire and extended coverage insurance on the Building for its full insurable
value on a replacement cost basis, if obtainable, and if not obtainable, for the
full amount of its actual cash value. Landlord shall also maintain public
liability insurance in such amounts as Landlord shall reasonably deem necessary.

        Section 11.05 Increase in Insurance Rates. Tenant represents and
warrants to Landlord that the insurance questionnaire which Tenant delivered to
Landlord prior to execution of this Lease accurately reflects Tenant's intended
use of the Premises. The insurance questionnaire is made a part of this Lease by
reference as though fully set forth herein. Tenant shall immediately notify
Landlord if any answer or information contained in the insurance questionnaire
becomes untrue or misleading in any way. Tenant shall not use the Premises for
any purpose or in any manner which would, in Landlord's opinion, invalidate any
policy of insurance now or hereafter carried on the Building or increase the
rate of premiums payable thereunder or expose the Premises, Building or
surrounding land and improvements to the risk of contamination by hazardous or
toxic materials. If Tenant fails to comply with this covenant, Landlord may
require Tenant to stop engaging in such activity, and in all events Tenant shall
reimburse Landlord as additional rent for the increase in premiums for the
insurance carried by Landlord which is attributable to Tenant's use of the
Premises.

        Section 11.06 Waiver of Subrogation. Landlord and Tenant hereby release
each other and each other's employees, agents, customers and invitees from any
and all liability for any loss of or damage or injury to person or property
occurring in, on, about or to the Premises, the Building or the Common Areas or
any personal property on or within the Building, by reason of fire or other
casualty which is insured against under the policies required to be maintained
hereunder by Landlord and Tenant (or would be so insured absent the failure of
Landlord or Tenant to maintain such insurance), regardless of cause, including
negligence of Landlord or Tenant and their respective employees, agents,
customers and invitees. Because the provisions of this Section are intended to
preclude the assignment of any claim mentioned herein by way of subrogation or
otherwise to any insurer or any other person to the extent of the foregoing
mutual releases, each party to this Lease shall give to each insurance company
which has issued to it one or more policies of fire and extended coverage
insurance notice of the provisions of this Section and have such insurance
policies properly endorsed, if necessary, to prevent the invalidation of such
insurance by reason of the provisions hereof.

        Section 11.07 Indemnification. Tenant assumes all risks and
responsibilities for accidents, injuries or damages to person or property and
agrees to indemnify and hold Landlord, Northeast Business Center Owners
Association and Citimark Management Co., Inc. harmless from any and all claims
and expenses (including attorneys' fees) arising from or in connection with the
condition, use or control of the Premises and any improvements thereon during
the term of this Lease. Tenant shall be liable to Landlord for any damages to
the Premises and any act done by Tenant or any person coming on the Premises by
the license or invitation of Tenant, express or implied (except Landlord, its
agents or employees). This Section shall not, however, impose upon Tenant any
liability from which Tenant is released under Section 11.06.

        Section 11.08 Tenant's Property. Landlord shall not be liable for, and
Tenant waives all claims against Landlord for, any damages (including, but not
limited to, consequential damages) or losses of or to property or otherwise,
sustained by Tenant, however caused. All property of Tenant kept or stored in
upon or about the Premises shall be so kept or stored at the sole risk of
Tenant; and Tenant shall hold Landlord harmless from any claims, costs or
expenses, including attorneys' fees, arising out of damage thereto.

                     ARTICLE 12 - ASSIGNMENT AND SUBLETTING

        Section 12.01 Requirement of Landlord's Consent. Tenant shall not assign
this Lease or sublet the whole or any part of the Premises without Landlord's
prior written consent, which shall not be unreasonably withheld as hereinafter
provided. Such consent shall not be implied from references in this Lease to
assignees, sublessees, concessionaires, or licensees. Landlord's consent to any
assignment or subletting shall not constitute a waiver of the requirement for
such consent to any subsequent assignment or subletting. Any such assignment or
subletting, even with Landlord's consent, shall not relieve Tenant from
liability for payment of rent or other sums herein provided or from the
performance of any other obligations under this Lease, and each assignee shall
be required to assume and agree to perform and observe all obligations,

                                       8
<PAGE>

covenants, terms and provisions of this Lease required hereunder to be performed
or observed by Tenant. The acceptance of rent from any other person shall not be
deemed a waiver of any of the provisions of this Lease or a consent to the
assignment of this Lease or the subletting of the Premises. Tenant agrees to
reimburse Landlord for reasonable accounting and attorneys' fees incurred in
conjunction with the processing and documentation of any such requested
transfer, assignment, subletting, licensing or concession agreement, change of
ownership or hypothecation of this Lease or Tenant's interest in and to the
Premises.

        Without limiting Landlord's general right to withhold its consent to an
assignment or subletting, Landlord shall be entitled to withhold its consent to
an assignment or subletting if in Landlord's sole determination, its interest in
the Lease or the Premises would be adversely affected by (i) the financial
condition, credit worthiness or business reputation of the proposed assignee or
subtenant, (ii) the prevailing market or quoted rental rates for space in the
Building or other comparable buildings or (iii) the proposed use of the Premises
by, or business of, the proposed assignee or subtenant. If Landlord refuses to
give its consent to any proposed assignment of subletting, Landlord may, at its
option, within thirty (30) days after receiving notice of the proposal,
terminate this Lease or that part of the Lease which pertains to the space which
Tenant has proposed to assign or sublet, by giving Tenant thirty (30) days prior
written notice of such termination, whereupon each party shall be released from
all further obligations and liability hereunder with respect thereto.

        Section 12.02 Assignment by Operation of Law. Any transfer of this Lease
by operation of law (including, but not limited to, a transfer as a result of a
merger, consolidation of liquidation of tenant if Tenant is a corporation) shall
constitute an assignment for purposes of this Lease.

        Section 12.03 Licensees or Concessionaires. Tenant shall not permit any
business to be operated in, on or from the Premises by any sublessee, licensee
or concessionaire without Landlord's prior written consent.

                         ARTICLE 13 - ACCESS TO PREMISES

        Tenant shall permit Landlord and its agents to enter upon the Premises
at all reasonable times to inspect and examine the Premises, to show the
Premises to insurance inspectors, prospective purchasers, mortgagees or tenants,
or to make such repairs or alterations (including the bringing of materials that
may be required therefor into or upon the Premises) as Landlord may deem
necessary or which Tenant has agreed herein but failed to make without any such
act constituting an eviction of Tenant in whole or in part, without rent in any
manner abating while such repairs or alterations are being made by reason of
loss or interruption of Tenant's business in the Premises, and without
responsibility for any loss or damage to Tenant's property or business. If
Tenant is not present to open and permit an entry by Landlord into the Premises
at any time when entry therein is necessary because of an emergency, Landlord or
its agents may forcibly enter the Premises without rendering Landlord or its
agents liable therefor and without in any manner affecting the obligations and
covenants under this Lease, provided that Landlord shall repair any damage
occasioned thereby. Landlord's foregoing right of entry shall not be construed
to impose upon Landlord any obligation or liability whatsoever for the
maintenance or repair of the Leased Premises except as expressly provided in
this Lease.

                      ARTICLE 14 - FIRE AND OTHER CASUALTY

        In the event of the total or partial destruction of the Premises by fire
or other casualty, the insurance proceeds, if any, which as a result of such
destruction are payable under the fire and extended coverage insurance to be
maintained by Landlord shall be payable to, and be the sole property of,
Landlord. Landlord and Tenant shall rebuild, repair and restore the Premises in
accordance with the original construction obligations set forth in Article 5
(except that Landlord shall rebuild, repair and restore those parts of Tenant's
original construction obligations, alterations, improvements, additions and
leasehold improvements covered by the policy of fire and extended coverage
insurance to be maintained by Landlord); provided, however, that in the event
(a) the Premises are so destroyed that the Premises cannot be restored within
one hundred eighty (180) days after the date of the damage or destruction, (b)
the damage or destruction is not covered by the policy of broad form fire and
extended coverage insurance to be maintained by Landlord and Landlord does not
undertake to restore the Premises within ninety (90) days after the date of such
damage or destruction, or (c) the insurance proceeds (reduced by any application
thereof by Landlord's mortgagee to its mortgage) are insufficient for
restoration of the Premises and Landlord does not undertake such restoration
within ninety (90) days after the date of such damage or destruction, then
Landlord shall not be obligated to restore the Premises, and either Landlord or
Tenant may then terminate and cancel this Lease upon thirty (30) days written
notice to the other, and all obligations hereunder except those then due or
mature shall thereupon cease and terminate. Monthly Rent shall proportionately
abate during the time that the Premises or any part thereof is unusable by
reason of any such damage thereto.

                           ARTICLE 15 - EMINENT DOMAIN

        In the event that all or a substantial part of the Premises is taken or
condemned for public or quasi-public use under any statute or by the right of
eminent domain, or that in lieu thereof all or a substantial part of the
Premises is sold to a public or quasi-public body under threat of condemnation,
and such taking, condemnation or sale renders the Premises unsuitable for
operation of the Tenant's business therein, this Lease shall terminate on the
date possession of all or such part of the Premises is transferred to the
condemning authority. All rent shall be paid up to the date of termination; and
all compensation awarded or paid for the taking or sale in lieu thereof shall
belong to and be the sole property of Landlord; and Tenant shall have no claim
against Landlord for the value of any unexpired portion of the lease term.
However, Tenant shall have the right to recover from such authority, but not
from Landlord, such compensation as may be separately awarded to Tenant on
account of moving and relocation expenses and depreciation to and removal of
Tenant's property.

                                       9
<PAGE>

                       ARTICLE 16 - DEFAULTS AND REMEDIES

     Section 16.01 Default. Each of the following events shall be deemed a
default by enant and a material breach of this Lease:

     (a)  Tenant's failure to pay when due any rent or other charges payable
          hereunder; or

     (b)  The appointment of a receiver, liquidator or trustee for Tenant or for
          all or any part of its property (which in the case of an involuntary
          appointment is not set aside within sixty (60) days); or

     (c)  Any assignment by Tenant for the benefit of creditors; or

     (d)  The commencement of any federal or state bankruptcy, reorganization or
          receivership proceeding (which in the case of an involuntary
          proceeding is not dismissed within sixty (60) days); or

     (e)  If Tenant is a corporation, the dissolution or liquidation of Tenant
          or the institution of any proceeding for dissolution or liquidation of
          Tenant (which in the case of an involuntary proceeding is not
          dismissed within sixty (60) days); or

     (f)  Tenant's admission in writing of an inability to pay its debts when
          due; or

     (g)  Tenant's vacation or abandonment of all or any portion of the Premises
          for any period; or

     (h)  Tenant's failure to perform or observe, whether by action or inaction,
          any covenant, term, provision or condition of this Lease, other than
          payment of rent or other charges payable hereunder, within a period of
          fifteen (15) days after written notice of default has been given by
          Landlord to Tenant; provided that in the case of a default which by
          its nature cannot be cured within fifteen (15) days, Tenant shall have
          an additional reasonable period of time ("Additional Period") to cure
          the default if, and only if, Tenant promptly and within such fifteen
          (15) day period commences to cure the default and in good faith and
          with due diligence pursues the curing of the default throughout the
          Additional Period until cured.

        Section 16.02 Remedies. Upon the occurrence of any event of default set
forth in Section 16.01 above, Landlord shall have the following rights and
remedies, in addition to those allowed by other provisions of this Lease, at law
or in equity, any one or more of which may be exercised by Landlord in its sole
discretion and without notice to or demand upon Tenant:

     (a)  Landlord may apply the security deposit and/or re-enter the Premises
          and cure any default of Tenant, in which event Tenant shall reimburse
          Landlord as Additional Rent for any costs and expenses which Landlord
          may incur to cure such default; and Landlord shall not be liable to
          Tenant for any loss or damage which Tenant may sustain by reason of
          Landlord's action, regardless of whether caused by Landlord's
          negligence or otherwise.

     (b)  Landlord may continue this Lease in full force and effect and enforce
          all Landlord's rights and remedies hereunder, including injunctive
          relief and the recovery of all rent and other charges due and to
          become due hereunder, and all damages, losses and expenses (including
          attorneys' fees) incurred by Landlord as a result of or in connection
          with Tenant's default in the performance of its obligations under this
          Lease.

     (c)  Landlord may, without terminating this Lease, re-enter the Premises
          and re-let all or any part of the Premises for a term different from
          that which would otherwise have constituted the balance of the Term
          and for rent and on terms and conditions different from those
          contained herein, whereupon Tenant shall be obligated to pay Landlord
          as liquidated damages the difference between the rent provided for
          herein and that provided for in any lease covering a subsequent
          re-letting of the Premises, for the period which would otherwise have
          constituted the balance of the Term of this Lease, together with all
          of Landlord's reasonable costs and expenses for preparing the
          Premises, for re-letting, including all repairs, tenant finish
          improvements, brokers' and attorneys' fees, and all loss or damage
          which Landlord may sustain by reason of such re-entry and re-letting.

     (d)  Landlord may terminate this Lease upon written notice thereof from
          Landlord to Tenant (but absent such written notice, Landlord shall in
          no event be deemed to have terminated this Lease). Immediately upon
          such notice or at any time thereafter, Landlord may lawfully enter
          into or upon the Premises or any part thereof, take possession of all
          or any part thereof, remove all persons and property therefrom, and
          collect and retain all rents and profits arising from the Premises,
          and Landlord in taking such action shall not be liable for any damage
          or trespass. Following such termination, Landlord shall be entitled to
          recover from Tenant all damages, losses and expenses incurred by
          Landlord as a result of or in connection with Tenant's default and
          Landlord's re-entry, including (a) the costs of recovering the
          Premises, (b) attorneys' fees and (c) the excess, if any, of the value
          of the rent and other charges reserved in this Lease for the remainder
          of the Term over the then fair rental value of the Premises for the
          remainder of the Term (taking into account the time and expenses
          necessary to obtain a replacement tenant or tenants, including, but
          not limited to, expenses of preparing the Premises for re- letting,
          brokers' fees and advertisement). All such amounts shall be due and
          payable by Tenant upon

                                       10
<PAGE>

          Landlord's demand.

     (e)  Landlord shall be entitled from time to time, without waiting until
          expiration of the Term, to institute one or more legal proceedings to
          protect or enforce its rights and remedies hereunder or otherwise
          available at law or in equity.

     (f)  At any time and with ten (10) days prior written notice to Tenant,
          Landlord shall be entitled, but not obligated, to cure any default of
          Tenant under this Lease. Whenever Landlord so elects, Tenant shall
          immediately upon demand pay to Landlord, as additional rent, all
          reasonable costs and expenses thereby incurred by Landlord. Landlord's
          election to cure any such default shall not operate as a waiver
          thereof or of any other right or remedy of Landlord under the terms of
          this Lease.

     (g)  The remedies of Landlord under this Lease shall be cumulative, and no
          one of them shall be construed as exclusive of any other or of any
          remedy provided at law or in equity. The exercise of any one such
          right or remedy by Landlord shall not impair its standing to exercise
          any other right or remedy.

     (h)  The failure or delay by Landlord to exercise or enforce at any time
          any of the rights or remedies or other provisions of this Lease shall
          not be construed to be a waiver thereof nor affect the validity of any
          part of this Lease or the right of Landlord thereafter to exercise or
          enforce each and every such right or remedy or other provision. No
          waiver of any default or breach by Tenant under this Lease shall be
          effective unless in writing nor be deemed a waiver of any other or
          further default or breach. The receipt by Landlord of less than the
          full rent due shall only be construed as a payment on account of rent
          then due, and no statement on Tenant's check or any letter
          accompanying Tenant's check shall be deemed an accord and
          satisfaction. Landlord may accept any such payment without prejudice
          to Landlord's right to recover the balance of the rent due or to
          pursue any other remedies provided in this Lease. No act or omission
          by Landlord or its employees or agents shall be deemed an acceptance
          of a surrender of the Premises, and no agreement to accept such a
          surrender shall be valid unless in writing and signed by Landlord.

              ARTICLE 17 - ESTOPPEL CERTIFICATES AND SUBORDINATION

        Section 17.01 Estoppel Certificates. Within ten (10) days after
Landlord's written request therefor, Tenant shall deliver to Landlord or to any
prospective purchaser or mortgagee of the Premises a written statement in the
form attached hereto as Exhibit F or in such other form as Landlord may
reasonably request, certifying (if such is the case) that this Lease is in full
force and effect and has not been assigned, modified, supplemented or amended;
that all covenants, conditions and agreements on the part of Landlord hereunder
have been performed; and that there are no defenses or offsets to the
enforcement of this Lease by Landlord.

        Section 17.02 Subordination. This Lease shall be and remain subject and
subordinate to any mortgage presently existing or hereafter placed upon the
Building by so declaring in such mortgage; and the recording of any such
mortgage shall make it prior and superior to this Lease regardless of the date
of execution or recording of either document. Tenant shall, at Landlord's
request, execute and deliver to Landlord, without cost, an Estoppel Certificate
and any instrument which Landlord may deem necessary or desirable to confirm the
subordination of this Lease; and, if Tenant fails or refuses to do so, Landlord
may execute such instrument in the name and as the act of Tenant.
Notwithstanding the foregoing, no default by Landlord under any such mortgage
shall affect Tenant's rights hereunder so long as the Tenant is not in default
under this Lease. Tenant shall, in the event any proceedings are brought for the
foreclosure of any such mortgage, attorn to the purchaser upon any such
foreclosure and recognize such purchaser as the landlord under this Lease.

                              ARTICLE 18 - NOTICES

        Any notice required or permitted to be given under this Lease or by law
shall be deemed to have been given if it is written and delivered in person, by
overnight courier, or mailed by certified or registered mail, return receipt
requested, postage prepaid, to the party who is to receive such notice at the
address specified in Item K of the Basic Lease Provisions. When so mailed, the
notice shall be deemed to have been given as of the date it was mailed. The
address specified in Item K of the Basic Lease Provisions may be changed by
giving written notice thereof to the other party.

                                       11
<PAGE>



                 ARTICLE 19 - LIMITATION OF LANDLORD'S LIABILITY

        Tenant agrees that Tenant shall look solely to Landlord's interest in
and to the Building, subject to prior rights of any mortgagee of the Building,
for collection of any judgment (or other judicial process) requiring payment of
money by Landlord in the event of default or breach by Landlord of any of the
covenants, terms or conditions of this Lease to be observed or performed by
Landlord (including, without limitation, any indemnity obligation of Landlord
hereunder), and that no other assets of Landlord shall be subject to levy,
execution or other process for satisfaction of Tenant's remedies. The term
"Landlord", as used in this Lease in relation to covenants, agreements and
conditions to be observed and performed by Landlord, shall mean and include only
the owner or owners from time to time of the Landlord's interest in this Lease.
In the event of any transfer or transfers of such interest (except a transfer
for security), the Landlord named herein (or the transferor in the case of a
subsequent transfer) shall, after the date of such transfer, be released from
all liability for performance of any covenant, agreement and condition on the
part of the Landlord which are thereafter to be performed hereunder. The
transferee shall be deemed to have assumed (subject to the limitations of this
paragraph) all of the covenants, agreements and conditions herein to be observed
by Landlord with the result that such covenants, agreements and conditions shall
bind the Landlord, its successors and assigns, only during and in respect of
their respective successive periods of ownership.

                           ARTICLE 20 - FORCE MAJEURE

        Landlord shall be excused for the period of any delay in the performance
of any obligation hereunder when such delay is occasioned by causes beyond its
reasonable control, including, but not limited to: invasion or hostility; work
stoppages, boycotts, slow-downs or strikes; shortages of materials, equipment,
labor or energy; man-made or natural casualties; weather conditions; acts or
omissions of governmental or political bodies; or civil disturbances or riots.

                          ARTICLE 21 - QUIET ENJOYMENT

        Landlord agrees that if Tenant performs all the covenants and agreements
herein provided to be performed by Tenant, Tenant shall, at all times during the
Term, have the peaceable and quiet enjoyment of possession of the Premises
without any manner of hindrance from Landlord or any persons claiming under
Landlord.

                      ARTICLE 22 - MISCELLANEOUS PROVISIONS

        Section 22.01 Severability. The invalidity or unenforceability of any
particular provision of this Lease shall not affect the other provisions, and
this Lease shall be construed in all respects as if such invalid or
unenforceable provision had not been contained herein.

        Section 22.02 Benefit of Persons Affected. This Lease and all of the
terms and provisions hereof shall inure to the benefit of and be binding upon
the respective heirs, executors, administrators, successors and assigns of
Landlord and Tenant except as otherwise expressly provided herein.

        Section 22.03 Construction. Whenever in this Lease a singular word is
used, it shall also include the plural wherever required by the context and vice
versa. All references in this Lease to the masculine gender shall be deemed to
include the feminine or neuter gender where appropriate. All references in this
Lease to articles or sections are to articles or sections contained in this
Lease unless a different document is expressly specified.

        Section 22.04 Entire Agreement; Amendments. All representations,
promises and prior or contemporaneous undertakings between such parties are
merged into and expressed in this instrument, and any and all prior agreements
between such parties are hereby canceled. The agreements contained in this
instrument shall not be amended, modified, or supplemented except by a written
instrument signed by the party against whom the amendment, modification or
supplement is sought to be enforced.

     Section 22.05 Governing Law. This Lease shall be governed in accordance
with the laws of the State of Indiana.

     Section 22.06 Captions. The captions of this Lease are for convenience only
and do not in any way limit or amplify the terms and provisions hereof.

        Section 22.07 No Option. The submission of this Lease for examination by
Tenant shall not constitute a reservation of or option for the Premises. This
Lease shall become effective as a Lease only upon execution and delivery thereof
by Landlord and Tenant.

        Section 22.08 Memorandum of Lease. The parties hereto shall not record
this Lease, but each party shall execute upon request of the other a "Memorandum
of Lease" suitable for recording.

        Section 22.09 Exhibits. The exhibits hereto and the insurance
questionnaire are incorporated herein by reference and made a part hereof with
the same effect as if set out in full herein.

        Section 22.10 Counterparts. This Lease may be executed in separate
counterparts, each of which when so executed shall be an original; but all of
such counterparts shall together constitute but one and the same instrument.

                                       12
<PAGE>

     Section 22.11 Broker Commission. In the event Tenant and Landlord agree to
renew and/or extend the term of this Lease, in connection with any option
contained herein or otherwise, Landlord shall not be responsible for the payment
of any fee or commission to any broker or other third party, including any
broker identified in the Basic Lease Provisions in Section 1.02 (H), above, who
is retained by the Tenant in connection with such renewal and/or extension.

                          ARTICLE 23 - SECURITY DEPOSIT

        Tenant hereby deposits with the Landlord the sum of Seven Thousand Five
Hundred Eighty-Eight Dollars ($7,588.00) as stated in Section 1.02 G. to be held
by Landlord without interest as security for Tenant's full and faithful
performance of all of the terms, conditions and covenants contained herein.
Landlord may apply all or any part of such security deposit to cure all or any
part of any default; and Tenant agrees, upon demand, to promptly deposit such
additional sums with Landlord as may be required to maintain the full amount of
the security deposit. The Landlord's application of all or any part of the
security deposit shall not constitute a waiver of any right or remedy hereunder
or otherwise available at law or in equity. All sums held by Landlord pursuant
to this section shall be returned to Tenant at the end of the Term, provided
there is then no uncured default. However, Landlord may transfer the security
deposit or the remaining portion thereof to any purchaser of Landlord's interest
in the Premises, and thereupon, Landlord shall be released from any obligation
to Tenant to return the security deposit provided that such purchaser assumes
the obligation to return to Tenant the unused portion of the security deposit.

                  ARTICLE 24 - FIRST RIGHT OF REFUSAL TO RENEW

        Tenant shall have the right of first refusal to renew its lease for the
Premises. Landlord agrees that prior to leasing all or any part of the Premises,
it will first offer to lease all of the said Premises to Tenant at the then
current market rate for office space of similar size and quality in the
buildings as reasonably determined by Landlord (hereinafter referred to as
"Market Rent"), but not less than the rate being charged for each square foot of
the existing Premises for a five (5) year term. Tenant's right of first refusal
to renew shall be exercised by the occurrence of each of the following events:
(i) Tenant's giving written notice to Landlord of its intention to renew the
Term no later than six (6) months prior to the expiration of the original Term;
and (ii) Tenant's giving written notice to Landlord of its acceptance of the
Market Rent within ten (10) days following receipt of Landlord's written
notification of the Monthly Rent for the period. In the event Landlord intends
to lease all of the Premises, Landlord will give Tenant written notice of such
intent specifying such Monthly Rent; and Tenant shall have three (3) business
days after receipt of such notice to notify Landlord in writing of its agreement
to lease the Premises.

                       ARTICLE 25 - RIGHT OF FIRST REFUSAL

        Landlord agrees that prior to leasing all or any part of the space in
the Building which is outlined in blue on the attached Exhibit F (the "Refusal
Space"), it will first offer to lease all of the Refusal Space to Tenant for the
balance of the term of the Lease at the current market rate for office space of
similar size and quality in the Building as reasonably determined by Landlord,
but not less than the rate being charged for each square foot of the existing
Premises for a five (5) year term. The Refusal Space shall consist of at least
Four Thousand Five Hundred (4,500) square feet and the Tenant's remaining Term
must be at least five (5) years. In the event Landlord intends to lease all or
any part of the Refusal Space, Landlord will give Tenant written notice of such
intent specifying such market rate; and Tenant shall have three (3) business
days after receipt of such notice to notify Landlord in writing of its agreement
to lease the Refusal Space.

                         ARTICLE 26 - RIGHT TO RELOCATE

        Landlord and Tenant acknowledge that, on the thirty-sixth (36th) month
of the Term, Tenant may need space, in addition to the Premises, to accommodate
expansion of Tenant's business. In this regard, If Tenant requires additional
space, it shall give written notice to Landlord of its requirements nine (9)
months prior to the thirty-sixth (36th) month for that additional space. In the
event Landlord is able to satisfy Tenant's requirements for additional space
with space located in the Building or in Northeast Eight (the "Additional
Space"), then this lease shall be appropriately amended to add the space in the
Building to satisfy Tenant's requirements.

        In the event Tenant leases Additional Space from the Landlord, the rent
for such Additional Space shall be the then current market rate for space of
similar size and quality in Northeast Business Center as reasonably determined
by Landlord. Landlord shall notify Tenant of the Monthly Rent for the Additional
Space within ninety (90) days after receipt of Tenant's notice requesting
Additional Space. If Tenant leases Additional Space from Landlord, the term of
this Lease shall be extended for a period of sixty (60) months following the
date Tenant assumes occupancy of the Additional Space and this Lease will be
amended to reflect the increase in Monthly Rent and increase in Tenant's share,
to delete the provisions of this Section and to make such other changes as are
reasonably necessary to reflect Tenant's leasing of the Additional Space.

                                       13
<PAGE>

        Landlord and Tenant acknowledge that Tenant may require Additional Space
on the thirty-sixth (36th) month following the Term Commencement Date (the
"Termination Date") Provided Tenant is not in default hereunder, if Landlord is
unable, on the Termination Date, to provide Tenant with Additional Space in the
Building or Northeast Eight within one hundred eighty (180) days following
Tenant's written notice, then Tenant shall have the right and option to
terminate this Lease by written notice to Landlord. In such a case, the Lease
shall terminate provided (i) notice shall be given within ten (10) days
following the end of such one hundred eighty (180) day period and, (ii) Tenant
pays to Landlord the unamortized tenant improvements and lease commission and
four (4) months Rent. The termination shall be effective as of a date ninety
(90) days following Landlord's receipt of such termination notice. Tenant shall
have no such right to terminate unless its request for more space is for at
least Four Thousand (4,000) square feet more than the original square footage of
the Premises.



        IN WITNESS WHEREOF, the parties have executed this Lease as of the date
first above written.


                             LANDLORD:
                             NEW BOSTON CITIMARK LIMITED PARTNERSHIP

                             By:    New Boston Fund, Inc.,
                                    Its General Partner


                             By:    /s/
                                    ---------------------------------------
                                    Jerome L. Rappaport, Jr.
                                    Its President



                             TENANT:
                             BROWSESAFE.COM, INC.


                             By:    /s/
                                    ---------------------------------------


                             Name:  Greg Urbanski
                                    ---------------------------------------


                             Title: CFO
                                    ---------------------------------------


                                       14
<PAGE>


                   ACCEPTANCE OF PREMISES FOR LEASE AGREEMENT


Tenant:

Landlord:                    New Boston Citimark Limited Partnership

Address of Premises:         7202 E. 87th Street, Suite ____
                             Indianapolis, Indiana  46256

Total S.F. of Premises:

Base Lease Signed:

Date of Landlord's Notice
 or Date of Occupancy:

Base Lease
 Commencement Date:

Base Lease
 Expiration Date:

Next Rental Pmt. Due:

Amount Due on Next
 Rental Payment:

Tenant confirms the accuracy of the above information with respect to the Lease
Agreement. Tenant hereby acknowledges that (i) is has accepted the Premises and
(ii) the condition of the Premises is satisfactory and in conformity with the
provisions of the Lease Agreement in all respects, except as noted below:


-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

TENANT:

By:____________________________________

Its____________________________________

Date:__________________________________








                                    Exhibit B
                                   page 1 of 1


                                       15
<PAGE>


                               RULES & REGULATIONS


1.   Landlord agrees to furnish Tenant two (2) keys without charge. Additional
     keys will be furnished at a nominal charge. No additional locks or bolts of
     any kind shall be placed upon any of the exterior or interior doors by
     Tenant, nor shall any changes be made to the existing locks or the
     mechanisms thereof without Landlord's prior written consent.

2.   Tenant will refer all contractors, contractor's representatives and
     installation technicians rendering any service on or to the Premises for
     Tenant, to Landlord for Landlord's approval and supervision before
     performance of any contractual service. This provision shall apply to all
     work performed on or about the Premises or Building, including installation
     of telephones, telegraph equipment, electrical devices and attachments and
     installations of any nature affecting floors, walls, woodwork, trim,
     windows, ceilings and equipment or any other physical portion of the
     Premises or Building other than routine maintenance and repair.

3.   Tenant shall not conduct any auction, fire sale or bankruptcy sale in the
     Premises without Landlord's prior written consent.

4.   Tenant shall at all times maintain an adequate number of suitable fire
     extinguishers on the Premises for use in case of local fires, including
     electrical and chemical fires.

5.   Tenant shall not place, install or operate on the Premises or in any part
     of the Building, any engine, stove or machinery, or conduct mechanical
     operations or, cook thereon or therein, or place or use in about the
     Premises or Building any explosive, flammable, or hazardous material
     without written consent of Landlord. Notwithstanding the foregoing, Tenant
     may have a microwave oven for the use of its employees.

6.   Tenant shall keep the Premises and operate its business in and about the
     Premises in a careful, safe, clean and proper manner and condition in
     accordance with all directions, rules and regulations of the health, fire,
     building and other offices and governmental agencies having jurisdiction
     and in accordance with all insurance requirements.

7.   Tenant shall not display merchandise outside the Premises nor in any manner
     obstruct the sidewalks or other areas adjacent to the Premises nor burn or
     place outside the Premises garbage, trash, merchandise containers or other
     incidentals to Tenant's business.

8.   Tenant shall not use, or permit the use of, loud speakers, radios or other
     devices in a manner so as to be heard or seen outside the Premises without
     Landlord's prior written consent.

9.   Tenant shall load and unload all merchandise, supplies, fixtures, equipment
     and furniture and cause the collection of trash only through the rear
     service door or other doors of the Premises designated by Landlord.

10.  Tenant shall not use the plumbing facilities for any purpose other than for
     which such facilities were constructed, and no foreign substance of any
     kind shall be placed therein, and the expense of any breakage, stoppage, or
     damage resulting from a violation of this provision shall be borne by
     Tenant.

11.  Tenant shall not unreasonably interfere with the use of the Common Areas by
     Landlord or others entitled to the use thereof.

12.  Tenant shall not walk upon the roof of the Building nor make any
     installations upon or through the roof or walls of the Building without
     Landlord's prior written consent.

13.  Tenant shall comply and shall use its best efforts to cause its agents,
     employees, customers, invitees, licensees and concessionaires to comply
     with all other reasonable rules and regulations established by Landlord
     from time to time for the benefit of the tenants of the Building or Park.







                                    Exhibit C
                                   page 1 of 1

                                       16
<PAGE>


                              LANDLORD IMPROVEMENTS


Landlord shall complete the following improvements to the Premises. Tenant shall
pay Landlord Four Thousand Five Hundred Ninety-One Dollars and Fifty-Cents
($4,591.50) for its portion of the improvements prior to occupancy of the
Premises.

Open Office/Corridors
        Flooring:            New 28 oz carpet
        Base:                New 4" vinyl cove
        Walls:               Two (2) coats MAB Rich Lux paint
        Ceiling:             2 x 4 acoustical lay-in (existing)
        Lighting:            2 x 4 fluorescent (existing)

Offices
        Flooring:            New 28 oz carpet
        Base:                New 4" vinyl cove
        Walls:               Two (2) coats MAB Rich Lux paint
        Ceiling:             2 x 4 acoustical lay-in (existing)
        Lighting:            2 x 4 fluorescent (existing)

Conference Room
        Flooring:            New 28 oz carpet
        Base:                New 4" vinyl cove
        Walls:               Two (2) coats MAB Rich Lux paint
        Ceiling:             2 x 4 acoustical lay-in (existing)
        Lighting:            2 x 4 fluorescent (existing)

Storage Room
        Flooring:            New 28 oz carpet
        Base:                New 4" vinyl cove
        Walls:               Two (2) coats MAB Rich Lux paint
        Ceiling:             2 x 4 acoustical lay-in (existing)
        Lighting:            2 x 4 fluorescent (existing)

Restrooms
        Flooring:            12" x 12" vinyl composite tile (existing)
        Base:                4" vinyl cove (existing)
        Walls:               Two (2) coats MAB Rich Lux paint
        Ceiling:             2 x 4 acoustical lay-in (existing)
        Lighting:            2 x 4 fluorescent (existing)

Miscellaneous
        Install new rear exit into service corridor.








                                    Exhibit D
                                   Page 1 of 2

                                       17
<PAGE>

                              ESTOPPEL CERTIFICATE

TENANT:

LANDLORD:      New Boston Citimark Limited Partnership

PREMISES:      7202 E. 87th Street, Suite ___
               Indianapolis, Indiana  46256

LEASE
EXPIRES:

The undersigned, the tenant under the above lease, ("Lease") certifies to
Principal Mutual Life Insurance Company, an Iowa Corporation, ("Lender") that:

1.   The Lease is presently in full force and effect and is unmodified except as
     indicated at the end of this certificate.

2.   The Lease represents the entire agreement between the parties as to this
     leasing.

3.   The term of the Lease has commenced, and full rental is now accruing
     thereunder.

4.   The undersigned has accepted possession of the Premises, and any
     improvements required by the terms of the Lease to be made by Landlord have
     been completed to the satisfaction of the undersigned.

5.   No rent under the Lease has been paid more than thirty (30) days in advance
     of its due date.

6.   The undersigned, as of this date, has no charge, lien or claim of offset
     under the Lease or otherwise against rents or other charges due or to
     become due thereunder.

7.   Lender shall have the right to enter upon the premises at all reasonable
     times to visit or inspect the premises.

8.   As of this date, to the best of Tenants knowledge, Landlord has performed
     all of its obligations under the terms and conditions of the Lease and is
     not in default hereunder, nor has any event or omission occurred which, but
     for the passage of time or the giving of notice or both, would be a default
     by Landlord, except:

     -----------------------------------------------------------------------

     -----------------------------------------------------------------------

     -----------------------------------------------------------------------

9.   Amendments:____________________________________________________________

     -----------------------------------------------------------------------

                      Dated ________________________.

                                     TENANT:

                                            By:______________________________

                                            Printed:_________________________

                                            Its:_____________________________
                                                   "Title"


                                    Exhibit E
                                   page 1 of 1

                                       18