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                                                           EXHIBIT 10.8

LEASE

THIS LEASE (the "Lease") is entered into as of the 6th day of March, 1997 by 
and between THE FOUNDRY ASSOCIATES, L.P., a Rhode Island limited partnership 
of which Antonio Guerra is the managing general partner (hereinafter the 
"Landlord") and INSO PROVIDENCE CORPORATION, a Delaware corporation 
(hereinafter the "Tenant").

IT IS MUTUALLY covenanted and agreed by and between the parties as follows:

Definitions and construction.

1.01 Leasing Details. For the purposes of this Lease, the following words and 
phrases are defined as set forth below:

BUILDING: The building commonly known as the "Manchester Building" located on 
the Land and within which the Leased Premises are situated, as shown on 
Exhibit A-1.

LAND: That lot or parcel of land described in Exhibit A-2 forming a portion 
of the Foundry Complex, so-called, shown on Exhibit A-1.

LANDLORD: The Foundry Associates, L.P.

LANDLORD'S ADDRESS:
3 Holden Street
Providence, Rhode Island 02908
Attn: Mr. Thomas F. Guerra


TENANT: Inso      Providence Corporation


TENANT'S ADDRESS: 31 St. James Avenue
Boston, Massachusetts 02116
Attention: Bruce G. Hill, Esquire


and as of the Commencement Date


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299 Promenade Street
Providence, Rhode Island 02908
Attention: Graham Marshall, Vice President and General Manager

RENT: Years 1 through 10 - $535,780.00 per annum; $44,648.33 per month


SECURITY DEPOSIT: $44,648.33


LEASED PREMISES: Approximately thirty-eight thousand two hundred and seventy
(38,270) rentable square feet of space in the Building and more particularly
described on Exhibit A.


TERM: Ten  (10) years from the Commencement
Date. See Section 34 for extension

1.02 Effect of Reference to Data. Each reference in this Lease to any of the
titles contained in Section 1. 01 shall be construed to incorporate the data
stated under that title. Any title contained in Section 1. 01 which is used
herein but not otherwise defined herein shall have the meaning set forth in
Section 1.01.

1.03 Miscellaneous. The words "hereby," "hereof," "hereto," "herein,"
"hereunder," and any similar words, refer to this Lease; the word "hereafter"
means after, and the word "heretofore" means before, the date of this Lease. The
word "person" refers to partnerships (including limited partnerships), limited
liability companies, corporations, trusts and other legal entities, as well as
natural persons. The title of this Lease, as well as the paragraph and
subparagraph titles, are for convenience of reference only and will not be
considered in the interpretation or construction of any of the provisions
hereof. Words in the singular may be construed to include the plural, and vice
versa, as the context may require. Any notice required or permitted to be given
by a party to this Lease will be in writing and will be given as provided for
herein.

1.04 Exhibits. The exhibits listed below in this Section are incorporated in
this Lease by reference and are to be construed as a part of this Lease:

EXHIBIT A. Floor Plan showing the Leased Premises.


EXHIBIT A-1. Site Plan showing the Building and the Foundry Complex.

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EXHIBIT A-2. Description of Land.

EXHIBIT B. Description of Landlord's Work.

EXHIBIT B-1. Landlord's Allowance.

EXHIBIT C. Rules and Regulations.

EXHIBIT D. Landlord's Services.

EXHIBIT E. Additional Rent - Three Percent Solution.

2. Leased Premises and Parking. The Landlord demises and leases to the Tenant
and the Tenant leases and takes from the Landlord the Leased Premises.

Tenant shall have, as appurtenant to the Leased Premises, the right to use in
common with other occupants of the Building, if any:

(i) the fire escapes, loading bays, entrances and exits to the Building;

(ii) all installations designed and intended for common use and serving the 
Leased Premises such as but not limited to telephone, electricity, gas, hot 
and cold water, sewer, heat, ventilation and air conditioning (including, 
without limitation, all pipes, ducts, vents, wires, cables and conduits 
designed and intended for common use in connection therewith);

(iii) all apparatus and equipment designed and intended for common use and 
serving the Leased Premises such as but not limited to tanks, pumps, motors 
and electrical switch gear, fans, compressors, control apparatus and 
equipment; and

(iv) if the Leased Premises include less than the entire rentable floor area 
of any floor, the common toilets, corridors and lobby of such floor.

For each one thousand (1,000) rentable square feet of space in the Leased 
Premises, Tenant shall be entitled to use three (3) parking spaces in the 
parking area which will initially be located as shown on the plan attached 
hereto as Exhibit A-1 (the "Site Plan") as the "Parking Area". Initially, 
based upon 38,270 rentable square feet in the Leased Premises, Tenant shall 
be entitled to use 116 parking spaces in the Parking Area, in common with 
other tenants of the Building, if any. All said parking spaces are provided 
to Tenant on a "first come-first served" basis. With the exception of the 
parking areas in the area shown on the Site Plan as "Permanent Parking 
Spaces," the Landlord may relocate said parking spaces


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to other parking areas in any portion of the "Permitted Parking Area" shown 
on the Site Plan. The Landlord also reserves the right to construct one or 
more parking garages in the Permitted Parking Area and to relocate all or a 
portion of the Tenant's spaces (excluding the Permanent Parking Spaces) to 
said parking garages. The parking area available for the Tenant's use from 
time to time pursuant to the foregoing provision is hereinafter referred to 
as the "Parking Area". In the event any portion of the Building not included 
within the Leased Premises is used for retail uses, the Permanent Parking 
Spaces shall be for Tenant's exclusive use, and Landlord and Tenant shall 
cooperate reasonably and in good faith, at Landlord's sole cost and expense, 
to identify the Permanent Parking Spaces as being reserved for the Tenant.

3. Term . To have and to hold the Leased Premises unto the Tenant for and during
the Term set forth in Section 1.01, beginning on the date (the "Commencement
Date") that is the earlier to occur of (i) the Completion Date (as defined in
Section 4) or (ii) the date the Tenant opens for business in the Leased
Premises, and ending on the Termination Date. Landlord and Tenant agree to
promptly execute and deliver after the Commencement Date a written statement in
recordable form setting forth the Commencement Date and the Termination Date of
this Lease.

4.       Landlord's Construction.

         4.01 Landlord's Work. Landlord shall cause to be performed at 
Landlord's sole cost and expense the work described in Exhibit B (hereinafter 
referred to as the "Landlord's Work"). The Exhibit B which is attached hereto 
as of the date hereof is a preliminary general description of the Landlord's 
Work. The obligations of the parties hereunder are expressly conditioned upon 
Landlord producing at Landlord's sole cost and expense, more detailed 
specifications for the Landlord's Work which have been approved by the 
parties on or before March 14, 1997 (after approval, the "Plans"), such Plans 
to be memorialized in an amendment to this Lease pursuant to which the Plans 
will replace or supplement the current Exhibit B. If the Plans have not been 
approved on or before March 14, 1997, this Lease shall, at the option of 
either party exercised pursuant to written notice to the other, terminate, 
the Security Deposit shall be returned to Tenant and neither party shall have 
any further rights or obligations hereunder. All the Landlord's Work shall be 
done in a good and workmanlike manner employing first quality new materials 
and so as to conform to all applicable governmental laws, ordinances and 
regulations and the Plans. Landlord shall not make any changes to the Plans 
without obtaining Tenant's prior written approval, which approval shall not 
be unreasonably withheld, conditions or delayed. In the event the Tenant 
fails to respond within five (5) days of the Landlord's written request for 
Tenant's approval to the initial draft of the

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Plans and any revisions or changes to the Plans, the Tenant's approval will 
be deemed given. All material changes to the Plans must be in writing and 
signed by both Landlord and Tenant. Landlord shall pay for all fees incurred 
by the Landlord in connection with Landlord's Work, including, without 
limitation, all architectural, engineering, consultant, utility, loan, 
development, transaction and building permit fees.

Notwithstanding anything contained in this Lease or in this Section to the
contrary, the Landlord has provided the Tenant with a construction allowance
(the "Tenant Allowance") of up to but not exceeding the amount to be set forth
on Exhibit B-1 with respect to the items (the "Allowance Items") described or
listed on Exhibit B1. Exhibit B-1 will be incorporated into this Lease in
conjunction with the amendment to incorporate the revised Plans. Any costs for
the Allowance Items in excess of the Tenant Allowance will be the sole
responsibility of the Tenant. In the event the cost of any Allowance Item will
exceed the Tenant Allowance for the applicable Allowance Item, the Landlord will
not be obligated to cause any work under this section to be performed unless and
until the Tenant deposits with Fleet National Bank the amount in excess of the
Tenant Allowance or other arrangements satisfactory to the Landlord in its
reasonable discretion are made with respect to payment by the Tenant of such
additional costs. Tenant may, at any time, without prejudice, deposit requested
amounts hereunder with McGovern, Noel & Benik, to be held in escrow pending
resolution of the dispute.

In the event that the Tenant desires to request a change in the Landlord's Work
and/or Plans, the Tenant shall make such a request in writing. The Landlord
shall review and either approve in writing (with or without modification by
Landlord) or reject such changes within 10 days of its receipt of Tenant's
written request. The Tenant shall bear the cost of the preparation of any plans
and specifications, and any modifications thereof, which are required. The
Tenant shall also be responsible to pay for the increase in cost of any such
changes, including the contractor's and Landlord's markup for overhead and
profit in connection therewith. The Landlord shall not be obligated to perform
such change orders requested by the Tenant until both the Landlord and the
Tenant have executed same and Tenant has agreed to pay for the costs of such
change and/or modification of the scope of Landlord's Work and Plans. The
parties agree that their consent to any change orders will not be unreasonably
withheld, conditioned or delayed except that all deadlines for the completion of
Landlord's Work shall be extended as a result of any delay resulting from
Tenant's change orders.

4.02 Delivery of Leased Premises and Tenant's Rights. Landlord acknowledges that
completion of Landlord's Work and delivery of the Leased Premises to Tenant on
or before October 1, 1997 (the "Scheduled Completion 

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Date") is of paramount importance to Tenant, and the Landlord agrees to use 
diligent efforts to complete Landlord's Work and deliver the Leased Premises 
to Tenant on or before the Scheduled Completion Date. As a material 
inducement for entering into this Lease, Landlord hereby grants to Tenant the 
following termination and rent abatement rights:

(a) In the event performance of Landlord's Work has not commenced on or 
before April 1, 1997, Tenant shall have the right, exercisable by notice to 
Landlord at any time prior to commencement of such performance (and as the 
Tenant's sole and exclusive remedy at law or in equity) to terminate this 
Lease, in which event this Lease shall be deemed void and of no force or 
effect as of the date of delivery of such notice, the Security Deposit shall 
be returned to Tenant and the parties shall have no further rights or 
obligations hereunder. Construction shall be deemed commenced as of the date 
the Landlord commences demolition of any portion of the Building requiring 
demolition or the date the Landlord commences the installation of any 
equipment, material or item comprising the Landlord Work or otherwise 
commences in any material way construction of the Landlord's Work;

(b) Except in the event of Tenant Delay (as that term is hereinafter defined) 
or any delay caused by any event described in Section 37, in the event 
performance of Landlord's Work, once commenced, ceases for a period in excess 
of fourteen (14) consecutive days, Tenant shall have the right, exercisable 
by notice to Landlord at any time prior to recommencement of such performance 
(and as the Tenant's sole and exclusive remedy at law or in equity), to 
terminate this Lease, in which event this Lease shall be deemed void and of 
no force or effect as of the date of delivery of such notice, the Security 
Deposit shall be returned to Tenant and the parties shall have no further 
rights or obligations hereunder;

(c) In the event the Completion Date has not been achieved on or before the 
Scheduled Completion Date, and such failure was not caused by a Tenant Delay, 
then for each day after the Scheduled Completion Date that delivery of the 
Leased Premises is delayed, Tenant shall receive an abatement against its 
rent obligation in the amount of $1,000.00; and

(d) In the event the Completion Date has not been achieved on or before 
November 1, 1997, and such failure was not caused by a Tenant Delay, Tenant 
shall have the right, exercisable by notice to Landlord delivered at any time 
prior to the Completion Date (and as the Tenant's sole and exclusive remedy 
at law and in equity), to terminate this Lease, in which event this Lease 
shall be deemed void and of no force or effect as of the date of delivery of 
such notice, the Security Deposit shall be returned to Tenant and the parties 
shall have no further rights or obligations hereunder.

As used herein, the term "Tenant Delay" shall mean any act or 

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omission by Tenant, its agents, servants, employees or contractors, which 
causes interference or delay in Landlord's performance of the Landlord Work. 
All of the dates set forth in this Section 4.02 shall be extended for the 
period of any Tenant Delay and also for any period of time in excess of five 
(5) days incurred by the Landlord in obtaining Tenant's approval under 
Section 4.01.

Notwithstanding anything contained in this Lease to the contrary, the 
Landlord reserves the right to notify the Tenant on or before April 1, 1997 
(as said date may be extended by the parties), that the Landlord has not 
obtained the necessary financing or satisfied any of the items required in 
order to enable the Landlord to perform hereunder, in which event this Lease 
shall become null and void and without recourse by or against either party.

4.03 Completion Date. The "Completion Date" shall have been achieved when (a) 
Landlord has completed Landlord's Work, even though so-called "punchlist" 
items may remain to be finished or corrected, provided such punchlist items 
do not materially adversely affect Tenant's ability to use and enjoy the 
Leased Premises, and (b) a temporary or permanent certificate of occupancy 
with no prohibitions against Tenant's occupancy has been issued for the 
Leased Premises. Landlord and Tenant shall walk through the Leased Premises 
together promptly after the Completion Date to develop a punchlist of items 
to be completed or corrected, and Landlord shall complete or correct such 
punchlist items within thirty (30) days after development of the punchlist. 
The Tenant and not the Landlord shall be responsible for any damage to the 
Leased Premises or the Building caused by the Tenant, its agents, servants, 
movers or other contractors.

         During the period of any occupancy of the Leased Premises by Tenant 
prior to the Commencement Date, no Rent or additional rent shall accrue or by 
payable but otherwise such occupancy shall be subject to all the terms, 
covenants and provisions contained in this Lease.

4.04 Warranties. Landlord shall use reasonable efforts to enforce on Tenant's 
behalf all warranties and guaranties received by it from contractors and 
vendors in connection with Landlord's Work. Landlord shall I during the first 
lease year, correct any latent defects in Landlord's Work promptly after 
being notified of such defects by Tenant.

4.05 Representatives. Landlord hereby designates Thomas F. Guerra as its 
representative for all matters relating to Landlord's Work, who shall have 
full authority and responsibility to act on behalf of Landlord. Tenant hereby 
designates John Young as its representative for all matters relating to 
Landlord's Work, who shall have full authority and responsibility to act on 
behalf of Tenant. Each party shall be entitled to

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rely upon statements, assurances and agreements made by the other party's 
representative.

4.06 Tenant's Fixtures and Cabinets. Tenant and Landlord shall cooperate 
reasonably during construction to enable Tenant to install, at Tenant's sole 
cost and expense, its fixtures, cabling and telecommunications equipment in 
the Leased Premises prior to the Completion Date; subject, however, to 
Landlord's scheduling of Landlord's Work.

4.07 Acceptance of the Leased Premises. Tenant or its representatives may 
enter upon the Leased Premises during the progress of the Landlord's Work to 
inspect the progress thereof and to determine if the Landlord's Work is being 
performed in accordance with the requirements of this Section. Tenant shall 
promptly give to Landlord written notice of any alleged failure by Landlord 
to comply with those requirements. Landlord's Work shall be deemed approved 
by Tenant sixty (60) days after Tenant opens for business in the Leased 
Premises except for latent defects in workmanship or material. If Tenant 
shall not have opened for business within sixty (60) days after the 
Commencement Date, a certificate of completion by a licensed architect or 
registered engineer shall be conclusive evidence that Landlord's Work has 
been completed except for any items stated in such certificate to be 
incomplete or not in conformity with Exhibit B or to the Plans and except for 
latent defects in the Landlord's Work.

5. Rent. Commencing on and as of the Commencement Date, the Tenant will pay 
to the Landlord, at the address specified in section 1.01, Rent, without 
set-off or deduction and without prior notice or demand, except as expressly 
provided in this Lease, at the annual and monthly rates f or the Term of this 
Lease as set forth in Section 1.01.

All Rent is payable in advance in the aforesaid monthly installments of Rent 
on the first business day of each month, with interest at the prime rate of 
interest, so called, announced by Fleet National Bank from time to time plus 
four (4%) percent on any unpaid installments of Rent or additional rent from 
the date due until paid in full. Such prime rate shall change as of each 
published change thereof by Fleet National Bank. If Fleet National Bank 
ceases to publish such a prime rate for any reason, the prime rate of The 
Wall Street Journal or any successor journal shall be utilized. Rent payable 
for any partial month will be prorated on a daily basis.

6.  Additional Rent.

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6.01 Electricity and Other Costs. As part of the Landlord's Work, the 
Landlord will cause the Leased Premises to be separately metered for 
electricity. As additional rent , the Tenant will pay all costs of heat, gas, 
air conditioning, electricity and any other utilities, excluding water for 
lavatory purposes, consumed in the Leased Premises, including, but not 
limited to, relating to the use of the HVAC system during the Term hereof as 
shown by the applicable meters or, as in the case of a sub-meter, as 
reasonably calculated by the Landlord.

6.02 Taxes. Included in the Rent is the amount of fifty cents ($.50) per 
rentable square foot of space contained within the Leased Premises as a base 
amount with respect to real estate taxes applicable to the Land and Building 
(the "Real Estate Tax Base"). Based upon 38,270 rentable square feet, the 
initial Real Estate Tax Base would be $19,135.00. The Real Estate Tax Base 
shall increase by the amount of fifty cents ($.50) per square foot for each 
additional rentable square foot included in the Leased Premises subsequent to 
the date hereof. In the event the rentable square footage of the Leased 
Premises is reduced as a result of a taking, the Real Estate Tax Base shall 
similarly be reduced based upon the aforesaid formula. Each such increase or 
decrease shall be effective as of the date of the increase or decrease in 
rentable square footage. The Tenant shall pay, as additional rent with 
respect to real estate taxes for the Expense Year of calendar year 1998, 
commencing on and as of January 1, 1998, an amount equal to three (3%) 
percent of the Real Estate Tax Base, which amount shall be payable in twelve 
(12) equal installments with the monthly installments of Rent. The aforesaid 
three (3%) percent increase shall be payable without regard to the actual 
increase or decrease in real estate taxes. For each Expense Year thereafter, 
Tenant shall pay to the Landlord, as additional rent, on account of real 
estate taxes, three (3%) percent of the sum of (i) the Real Estate Tax Base 
and (ii) the additional rent on account of real estate taxes payable for the 
prior Expense Year pursuant to the terms hereof. The Tenant shall also be 
solely responsible for and pay within the time period provided by law all 
taxes imposed on its inventory, furniture, trade fixtures, apparatus, 
leasehold improvements, equipment and any other of Tenant's personal or other 
property.

6.03 Tenant's Percentage; operating Expenses. Subject to the provisions of 
Section 42, f or the purposes of this Lease, the following terms shall have 
the meanings hereinafter set forth:

(a) "Tenant's Percentage" shall mean the percentage computed from time to 
time by dividing the rentable area of the Leased Premises by the rentable 
area of the Building. In the event that either the rentable area of the 
Leased Premises or the rentable area of the Building is changed, Tenant's 
Percentage will be appropriately adjusted and, as to the Expense

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Year in which such change occurs, Tenant's Percentage shall be determined on 
the basis of the number of days during such Expense Year at each such 
percentage. Notwithstanding anything contained in this Lease to the contrary, 
unless the remainder of the Building is developed and leased for office use, 
the rentable square footage of the remainder of the Building will not be 
included in calculating the Tenant's Percentage and the operating expenses 
for such portion of the Building shall not be included in calculating the 
Operating Expenses to be paid by the Tenant under this Lease. In the event 
the Parking Area is part of a larger area made available for the use of 
tenants in one or more buildings comprising the Foundry Complex on adjacent 
land owned by the Landlord or an affiliated entity, its successors or 
assigns, and in the event the Landlord desires to allocate and bill Operating 
Expenses based upon such larger parking parcel(s), for purposes of 
calculating the payment by the Tenant with respect to Operating Expenses, the 
aforesaid rentable area formula shall be utilized to determine the Tenant's 
Percentage of the Operating Expenses applicable to the Building and the Land, 
with the formula to be utilized for the Parking Area as well as the other 
parking areas relating thereto (including the larger parking area of which 
the Parking Area is a portion) to be as follows:

         In order to calculate the Tenant's Percentage with respect to the 
Parking Area, the Landlord shall multiply the number of parking spaces which 
the Tenant is entitled to utilize in the applicable parking lots by five 
hundred (500) square feet per parking space and then divide the resulting 
number by the total square footage of the land in the applicable parking lots 
which comprise the parcel(s) involved. It is the intention and agreement of 
the parties that the Tenant shall pay, as the Tenant's Percentage of 
Operating Expenses relating to the Parking Area, the percentage that the 
square footage of the parking spaces available to the Tenant (calculated as 
aforesaid) bears to the total square footage of the parcel(s) comprising the 
applicable total parking area from time to time.

Notwithstanding anything contained in this Lease to the contrary, until the 
Landlord develops and leases the remainder of the Building for office 
purposes and the commencement date for such lease occurs, the Tenant's 
Percentage shall be 100%. At such time as the commencement date for any such 
office lease in the remainder of the Building occurs, the rentable square 
footage in such office space shall be included in the rentable area of the 
Building in order to calculate the Tenant's Percentage.

         (b) "Operating Expenses" shall mean the total costs and expenses 
paid or incurred by Landlord in connection with the operation, maintenance 
and repair of the Building and all improvements, located on or forming a part 
of the Land and used or available for the benefit of the Building, (including 
but not limited to the Parking Area), including, without limitation, (i) 

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maintenance, repair and energy costs associated with maintaining air 
conditioning, electricity, steam, heating, mechanical, ventilating, escalator 
and elevator systems, sprinkler systems and all other common area utilities 
and the cost of supplies and equipment as well as maintenance and service 
contracts in connection therewith, (ii) the cost of maintenance, repair, 
cleaning, lighting, signing, painting, brick cleaning, resealing (but not 
repaving), striping, policing and security of the Land, Building and Parking 
Area, (iii) the cost of fire, extended coverage, boiler, sprinkler, 
apparatus, public liability, property damage, loss of rent, earthquake and 
all other insurance with respect to the Land, Building and the Parking Area, 
(iv) reasonable wages, salaries and other labor costs, including taxes, 
insurance, and equipment used in connection with the foregoing, removal of 
ice and snow and debris, and landscaping, (vi) a management fee no greater 
than market rate, and (vii) any other expenses of any other kind whatsoever 
reasonably incurred in operating, maintaining and repairing the Land, 
Building and Parking Area. It is understood and agreed that the term 
"Operating Expenses" does not include the following: any item that would be 
deemed a capital expenditure under generally accepted accounting principles; 
amounts received by Landlord through proceeds of insurance, tenants, other 
source; brokerage condemnation awards, warranties or any commissions; taxes; 
costs in the nature of fees, fines or penalties arising out of the breach of 
any obligation, contractual or at law, by Landlord or its contractors, 
employees or agents, including attorneys' fees; tenant buildout expenses, 
including permit, license and inspection costs relating thereto; costs or 
expenses relating to renovation of the Building or correction of latent 
defects in the Building; costs relating to non-compliance of the Building or 
Land with laws in effect as of the date hereof; costs relating to 
environmental compliance or remediation; reserves maintained or future 
expenditures not yet incurred; attorneys' fees and other costs and expenses 
incurred in connection with negotiations or disputes with present or 
prospective tenants of the Building; expenses in connection with services not 
offered to the Tenant; overhead and profit increments paid to Landlord or any 
of its affiliates to the extent the same exceed market rates; interest, 
principal, points and fees on any debt or loans; advertising and promotional 
expenditures; and depreciation.

(c) "Expense Year" shall mean each twelve (12) consecutive calendar month
period, with the first full Expense Year beginning January 1, 1997 provided that
Landlord, upon notice to Tenant, may change the Expense Year from time to time
to any other twelve (12) consecutive month period subsequent to the Commencement
Date. In the event of a partial Expense Year or any such change, Tenant's

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proportionate share of Operating Expenses based on Tenant's Percentage shall 
be equitably adjusted for any partial Expense Year or for the Expense Years 
involved in any such change.

(d) "Operating Expense Base Amount" shall be the amount derived by 
multiplying the amount of Two and 00/100 ($2.00) Dollars by the amount of the 
rentable square feet of space in the Leased Premises from time to time. Based 
upon 38,270 rentable square feet of space, the Operating Expense Base Amount 
would be $76,540. In the event the Landlord elects at any time to bill 
separately for the Operating Expenses allocable to the Parking Area (or the 
larger parking lot parcel(s) as aforesaid) pursuant to Section 6.03 (a), the 
Operating Expense Base Amount shall be reasonably allocated by the Landlord 
between the Land and Building on the one hand, and the Parking Area and other 
applicable parking parcel(s) on the other.

6.04 Payment of Operating Expenses. Because of the manner in which the 
Building and other components of the Foundry Complex are operated, Operating 
Expenses for the Building are difficult to calculate with precision. Landlord 
and Tenant have therefore elected initially to assume that operating Expenses 
for calendar year 1997 are equal, on a per square foot basis, to the 
operating Expense Base Amount, and that Operating Expenses will increase by 
three percent (3%) per year after calendar year 1997. Landlord and Tenant 
have agreed that Tenant will be responsible for Tenant's Percentage of such 
three percent increases. Accordingly, for the Expense Year of calendar year 
1998, Tenant shall pay to Landlord, as additional rent, an amount equal to 
three percent (3%) of the Operating Expense Base Amount, in twelve (12) equal 
monthly installments, commencing of January 1, 1998. For each Expense Year 
thereafter, Tenant shall pay to Landlord, as additional rent, an amount equal 
to the amount by which the Operating Expense Base Amount is exceeded by the 
product of 1. 03 times the sum of (a) the Operating Expense Base Amount and 
(b) the additional rent payable on account of Operating Expenses f or the 
prior Expense Year in twelve (12) monthly installments commencing on the 
first day of the year. The above-described arrangement is referred to 
hereinafter as the "Three Percent Solution." Set forth on Exhibit E attached 
hereto is a table listing Tenant's additional rent obligation under the Three 
Percent Solution for each Expense Year.

Notwithstanding the foregoing, Landlord may for any Expense Year elect, in lieu
of the Three Percent Solution, to have Tenant pay as its share of Operating
Expenses the amount by which Tenant's Percentage of actual Operating Expenses
for such Expense 

<PAGE>



Year exceeds the Operating Expense Base Amount, and in such event (i) Tenant 
shall pay such excess, in twelve (12) equal monthly installments, (ii) to the 
extent Tenant's cumulative payments under the Three Percent Solution for past 
increases in Tenant's Percentage Tenant shall receive a credit obligations 
under this Section 6.04 and (iii) if Landlord elects to revert to the Three 
Percent Solution for any subsequent Expense Year, the calculation shall be 
made as if Operating Expenses increased three percent (3%) per year from the 
Operating Expense Base Amount, regardless of whether in any particular 
Expense Year the Three Percent Solution was applied (i.e. Tenant's additional 
rent obligations shall be the amount set forth for the applicable Expense 
Year on Exhibit E).

Landlord' s election of whether or not to apply the Three Percent Solution to 
a particular Expense Year shall be made within one hundred twenty (120) days 
after the expiration of such Expense Year. In the absence of an election 
within such 120-day period, Landlord shall be deemed to have elected to apply 
the Three Percent Solution.

Regardless of whether the Three Percent Solution has been applied, Landlord 
shall, within one hundred twenty (120) days after expiration of each Expense 
Year deliver to Tenant a statement ("Landlord's Expense Statement") of an 
officer of Landlord setting forth the actual Operating Expenses for such 
Expense Year, including a description of any applicable allocation of costs 
shared by the Building and other components of the Foundry Complex. The 
failure of the Landlord to provide the annual statement called for hereunder 
shall not relieve the Tenant from its obligations hereunder. If the actual 
Operating Expenses for such Expense Year exceed the estimated operating 
Expenses paid by Tenant for such Expense Year which the Landlord elects to 
bill (and the Landlord elects not to apply the Three Percent Solution), 
Tenant shall pay to Landlord the difference between the amount paid by Tenant 
and the Tenant's Percentage of the actual Operating Expenses within thirty 
(30) days after the receipt of Landlord's Expense Statement, and if the total 
amount paid by Tenant for any such Expense Year shall exceed the Tenant's 
Percentage of the actual Operating Expenses for such Expense Year, such 
excess shall be credited against the next installments of the estimated 
Operating Expenses due from Tenant to Landlord hereunder until exhausted or 
refunded to the Tenant if the Term has expired.

Tenant's aforesaid proportionate share of Operating Expenses for the Expense
Year in which this Lease commences or terminates shall be in the

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proportion that the number of days from and including the first day of the 
Expense Year in which the commencement or termination occurs to and including 
the last day of such Expense Year or Termination Date, as applicable, bears 
to 365; provided, however, in the event the Landlord elects to bill for 
actual increases in operating Expenses, Landlord may, pending the 
determination of the amount of Operating Expenses for such partial Expense 
Year, furnish Tenant with statements of estimated operating Expenses, and 
Tenant's proportionate share thereof for such partial Expense Year. Within 
fifteen (15) days after receipt of such estimated statement, Tenant shall 
remit to Landlord, as additional rent, the monthly amount of Tenant's 
proportionate share of such Operating Expenses. After such Operating Expenses 
have been finally determined and Landlord's Expense Statement has been 
furnished to Tenant, and if there shall have been an underpayment of Tenant's 
proportionate share of Operating Expenses, Tenant shall remit the amount of 
such underpayment to Landlord within fifteen (15) days of receipt of such 
statement, and if there shall have been an overpayment, Landlord shall remit 
the amount of any such overpayment to Tenant within fifteen (15) days of the 
issuance of such statement.

6.06 Tenant's Audit Rights. Tenant shall have the right to audit the 
applicable records of the Landlord to confirm that the Operating Expenses 
billed to Tenant under this Section 6 are proper and conform to the 
provisions of this Section 6. Such right shall be exercisable by Tenant 
within one (1) year after Tenant's receipt of each such annual statement, the 
statement shall be deemed final and accepted by the Tenant. Landlord shall 
cooperate with Tenant in providing Tenant reasonable access to Landlord's 
books and records as they relate to any costs or expenses passed through to 
Tenant pursuant to any provisions of this Lease. If the audit discloses any 
overpayment on the part of Tenant, then Tenant shall be entitled to a credit 
on the next succeeding installment of additional rent for an amount equal to 
the overcharge plus interest on the amount of such overcharge from the date 
on which same was paid by Tenant until the date refunded by Landlord at the 
prime rate of Fleet National Bank, and such credit shall be extended to 
succeeding installments of additional rent in the event such overcharge 
exceeds the amount of the next succeeding such installment and, in the event 
the Term of this Lease has expired or been earlier terminated, then Tenant 
shall be entitled to a refund of such excess from Landlord within thirty (30) 
days after such date or expiration or earlier termination. In addition, in 
the event such audit by Tenant discloses such an overcharge in excess of 
twelve (12%) percent of the amount of the actual Operating Expenses, the 
Landlord shall pay to Tenant the reasonable costs and expenses documented by 
the Tenant of the cost of such audit up to the maximum amount of One Thousand 
and 00/100 ($1,000.00) Dollars.

7. Permitted Use: Compliance with Laws. etc. The Tenant will use

<PAGE>



the Leased Premises solely for office purposes together with the operation of 
a shrink wrap conveyor and processor for the preparation of existing software 
product mailings by Fed Ex or other like mailing services; provided, however, 
that the shrink wrap conveyor and processor equipment shall not occupy more 
than 7,000 square feet of the Leased Premises. No portion of the Leased 
Premises shall be used for manufacturing or industrial purposes. The Tenant 
will promptly observe and comply with all present and future laws, 
ordinances, requirements, orders, directives, rules and regulations of 
Federal, State, city and town governments and all other governmental 
authorities or any national or local Board of Fire Insurance Underwriters 
affecting the Leased Premises or the Tenant's use thereof. Notwithstanding 
the foregoing or any other provision of this Lease to the contrary, however, 
Tenant shall not be responsible for compliance with any such laws, 
regulations or the like requiring (i) structural repairs or modifications to 
the Building, or (ii) repairs or modifications to the utility or building 
service equipment, or (iii) installation of new building service equipment, 
such as fire detection or suppression equipment, unless such repairs, 
modifications, or installations shall (a) be due to Tenant's particular 
manner of use of the Leased Premises (as opposed to office use in general), 
or (b) be due to the negligence or willful misconduct of the Tenant or any 
agent, employee or contractor of Tenant. The Tenant will indemnify and hold 
harmless the Landlord from and against any and all penalties or damages 
charged to or imposed upon it or for any violation of any such laws, 
ordinances, rules or regulations by Tenant. The Tenant will not use, or 
permit the and/or the Land for any use of, the Leased Premises, the Building 
purpose which would cause the premiums on the Landlord's fire and casualty 
insurance to be increased or create a forfeiture or prevent renewal of such 
insurance. The Tenant shall not bring any oil, petroleum, hazardous substance 
or hazardous material regulated under any federal or state law on the Land or 
in the Building, except for ordinary office supplies, used in accordance with 
applicable law, or otherwise release or discharge any such hazardous 
substance or material (or allow any subtenant, invitee or visitor to do so). 
The Tenant will not use, or permit the use of, the Leased Premises, the 
Building and/or the Land for any improper, offensive or unlawful purpose.

8.   Repairs and Maintenance. Alterations.

8.01 Landlord's Repairs. The Landlord will maintain in good condition, and will
make all replacements and repairs to, the roof, exterior and structural
components of the Building and the Landlord will maintain in good condition and
keep clean the Parking Area, halls, stairways and other areas in the Building
used in common by all tenants; provided, however, that the Landlord will not be
responsible for any repairs and

<PAGE>


maintenance made necessary by the negligence or misconduct of the Tenant or 
the Tenant's agents, servants, employees or contractors.

8.02 Tenant's Repairs. The Tenant will: (i) be responsible for repairs and 
maintenance made necessary by the negligence or misconduct of the Tenant or 
the Tenant's agents, servants, employees or contractors; (ii) maintain in 
good order, condition and repair and keep clean the Leased Premises 
(including the replacement of glass in windows and doors); and (iii) replace 
any light bulbs in the Leased Premises necessary during the Term hereof.

8.03 Alterations. The Tenant may not make any (i) structural alterations or 
improvements or (ii) non-structural alterations or improvements costing in 
excess of One Hundred Thousand and 00/100 ($100,000.00) Dollars in the 
aggregate in any 12 month period to the Leased Premises without the prior 
written consent of Landlord, which consent may be given or withheld in the 
Landlord's sole discretion. The Tenant may not make any non-structural 
alterations or improvements to the Leased Premises costing in the aggregate 
in any lease year One Hundred Thousand and 00/100 ($100,000.00) Dollars or 
less without the prior written consent of the Landlord, which consent shall 
not be unreasonably withheld, conditioned or delayed.

9.       Tenant's Trade Fixtures.

9.01 Trade Fixtures Defined. For the purposes of this Lease, Tenant's "Trade 
Fixtures" means items of personal property owned by the Tenant and especially 
designed or fitted for use in its business which: (i) will not be affixed or 
incorporated into the Leased Premises in such manner that their removal will 
cause damage to the Building, and (ii) will, after removal, have a value 
significantly exceeding the cost of removal.

9.02 Installation and Removal. The Tenant may install Tenant's Trade Fixtures 
in the Leased Premises. Tenant's Trade Fixtures will, notwithstanding the 
manner of their installation, remain the property of the Tenant and will be 
removed by the Tenant upon the termination of this Lease. The Tenant will 
repair any damage to the Leased Premises occasioned by the removal of the 
Tenant's Trade Fixtures. Any of Tenant's Trade Fixtures left on the Leased 
Premises upon the termination of this Lease, at the election of the Landlord, 
may be (i) removed at the Tenant's expense and sold, stored or discarded, or 
(ii) deemed to have been abandoned and to be the property of the Landlord.

10.      Public Liability Insurance; Indemnity.

10.01 Insurance. The Tenant will obtain and pay for comprehensive

<PAGE>


general public liability insurance insuring the Landlord and its mortgagees 
(as Additional Insureds) and the Tenant against loss from and liability for 
damages on account of loss or injury suffered by any person or property 
within or upon the Leased Premises, the coverage and protection of such 
insurance to be in the amount of at least $3,000,000 per incident.

10.02 Tenant's Indemnity. Tenant will indemnify and hold Landlord harmless 
from and against all loss, cost or damage (including reasonable attorneys' 
fees) sustained by Landlord on account of: (i) damage to property or injury 
to persons resulting from any accident or other occurrence on or about the 
Leased Premises, (ii) damage to property or injury to persons resulting from 
the Tenant's activities outside the Leased Premises but on the Land, if due 
to Tenant's negligence or misconduct, or (iii) the Tenant's failure to 
perform or fulfill any term, condition or agreement contained or referred to 
hearing to be performed or fulfilled by the Tenant (provided this clause 
shall not be construed so as to expand Landlord's remedies under Section 16). 
This indemnity shall survive the expiration or the earlier termination of 
this Lease.

10.03 Landlord's Indemnity. The Landlord will indemnify and hold Tenant 
harmless from and against all loss, cost or damage (including reasonable 
attorneys' fees) sustained by Tenant on account of: (i) damage to property or 
injury to persons resulting from any accident or other occurrence on or about 
the Leased Premises caused by the negligent act or omission of the Landlord, 
(ii) damage to property or injury to persons resulting from activities of the 
Landlord in the Building or (iii) the Landlord's failure to perform or 
fulfill any condition or agreement contained or referred to herein to be 
performed or fulfilled by Landlord. This indemnity shall survive the 
expiration or the earlier termination of this Lease.

11. Fire or other Casualty: Cross Releases and Waiver of Subrogation; 
Tenant's Property.

11.01 Fire or Other Casualty. If the Building or the Leased Premises or any 
part thereof are damaged by fire or other casualty, the Landlord will, using 
all available insurance proceeds, forthwith commence and continue with all 
reasonable diligence the repair of the same; provided, however, that if the 
repair of the Building or Leased Premises shall require a period greater than 
two hundred seventy (270) days to restore, then upon notice given to the 
Tenant not later than sixty (60) days after the casualty, the Landlord may 
terminate this Lease as of the date of the casualty and a proportionate part 
of the Rent paid in advance will be repaid to the Tenant. Notwithstanding any 
of the foregoing provisions to the contrary, if (a) the Leased Premises are 
materially damaged by fire or other casualty during the last twelve (12) 
months of the Term and Tenant

<PAGE>



has not exercised its Term extension rights under this Lease, or (b) the 
Leased Premises are materially damaged by fire or other casualty and not 
restored (including restoration of the leasehold improvements in the Leased 
Premises to the extent initially installed by the Landlord as part of the 
Landlord's Work), within two hundred seventy (270) days after the date of 
such f ire or casualty, or (c) in the event the damage to the Leased Premises 
is such that the repair of such will require a period greater than two 
hundred seventy (270) days, then Tenant shall have the right, exercisable by 
notice to Landlord delivered within thirty (30) days after the date of such f 
ire or casualty (with respect to clause (a) or (c) above) or within thirty 
(30) days after the expiration of such two hundred seventy (270) day period 
while f failure to restore the Leased Premises and the leasehold improvements 
in the Leased Premises persists (with respect to clause (b) above) , to 
terminate this Lease, effective as of the date of delivery of such notice. 
With respect to any provision set forth above, if Tenant fails to terminate 
this Lease within the aforesaid thirty (30) day periods, the Tenant shall be 
deemed to have waived its rights of termination under this Section 11.01. Any 
termination by the Tenant under this Article shall be null and void and of no 
force or effect in the event the Landlord completes the restoration work 
within forty-five (45) days of the Tenant's termination notice. Until the 
Leased Premises are restored by the Landlord, there will be an equitable 
adjustment of the base Rent and all additional rent.

The Tenant does hereby expressly waive any right or privilege of termination 
now granted or created under the provisions of any of the real property laws 
of the State of Rhode Island or any similar law, rule or regulation now or 
hereafter in effect relating to the damage or destruction of the Building or 
Leased Premises from any cause including, without limitation, Rhode Island 
General Laws, Section 34-18.1-8.

11.02 Release. The parties release each other from any claims, to the extent 
of the insurance coverage, for damage to any person or to the Leased Premises 
and the Building and to the personal property, fixtures, improvements and 
alteration of either the Landlord or the Tenant in or on the Leased Premises 
and the Building that are caused by or result from risks insured against 
under any insurance policies carried by the parties and in force at the time 
of any such damage.

11.03 Waiver of Subrogation. Upon the request of either party, each party will
cause each fire or other casualty insurance policy obtained by it to provide
that the insurance company waives all right of recovery by way of subrogation
against either party in connection with any damage covered by any policy. If any
such insurance policy cannot be obtained with a waiver of subrogation, or is
obtainable only by the payment of an additional premium charge above that
charged by insurance companies issuing policies without waiver of subrogation,
the party undertaking to

<PAGE>


obtain the insurance will notify the other party of this fact. The other 
party will have a period of ten (10) days after receiving the notice either 
to place the insurance with a company that is reasonably satisfactory to the 
other party and that will carry the insurance with a waiver of subrogation, 
or to agree to pay the additional premium if such a policy is obtainable at 
additional cost. If the insurance cannot be obtained or the party in whose 
favor a waiver of subrogation is desired refuses to pay the additional 
premium charged, the other party is relieved of the obligation to obtain a 
waiver of subrogation rights with respect to the particular insurance 
involved.

11.04 Risk of Loss. The risk of loss of or damage to property of the Tenant 
on or about the Leased Premises will be borne solely by the Tenant and 
neither the Landlord nor any other tenant will have any liability for loss 
thereof or damage thereto.

12.      Insurance.

12.01 Tenant's Insurance Policies. All insurance required under this Lease 
will be issued by companies reasonably satisfactory to the Landlord. Each 
such policy will contain a provision that no act or omission of the Tenant 
will affect or limit the obligation of the insurer to pay on behalf of the 
Landlord the amount of the loss sustained by, or claim made against, the 
Landlord, and will contain an agreement by the insurer that such policy will 
not be canceled without at least twenty (20) days' prior written notice to 
the Landlord.

12.02 Landlord's Insurance Policies. Landlord shall maintain in full force 
throughout the Term, a policy of insurance upon the Building insuring against 
all risks of physical loss or damage under an All Risk coverage endorsement 
in an amount at least equal to the full replacement value of the property 
insured, with an Agreed Amount endorsement to satisfy the co-insurance 
requirements, as well as insurance against breakdown of boilers and other 
machinery as customarily insured against. Landlord shall supply to Tenant 
from time to time upon request of Tenant certificates of all such insurance 
issued by or on behalf of the insurers named therein by a duly authorized 
agent. All policies of insurance maintained by Landlord shall contain the 
same waiver of subrogation provisions for the benefit of Tenant as Tenant is 
required to obtain in its insurance policies for the benefit of Landlord.

13.  Subordination. It is agreed that the rights and interest of Tenant 
under this Lease shall be (i) subject or subordinate to any present or future 
mortgage or mortgages and to any and all advances to be made thereunder, and 
to all amendments or modifications of same, provided the mortgages involved 
enter into a nondisturbance agreement with Tenant under which the mortgagees 

<PAGE>



agree to recognize all of Tenant's rights under this Lease, including 
Tenant's expansion, extension and first offer rights, if such mortgagee shall 
elect by notice to Tenant to subject or subordinate the rights and interest 
of Tenant under this Lease to such mortgage or (ii) prior to any present or 
future mortgage or mortgages, if such mortgage shall elect, by notice to 
Tenant, to give the rights and interest of Tenant under this Lease priority 
to such mortgage. In the event of either of such elections, and upon 
notification by mortgagee to that effect, the rights and interest of Tenant 
under this Lease shall be deemed to be subordinate to, or have priority over, 
as the case may be, said mortgage or mortgages, irrespective of the time of 
execution or time of recording of any such mortgage or mortgages. Tenant 
agrees it will, upon request of Landlord, or any such mortgagee, execute, 
acknowledge and deliver any and all instruments deemed by Landlord, or by the 
requesting mortgagee, necessary or desirable to give effect to or notice of 
such subordination or priority. Any mortgage to which this Lease shall be 
subordinated may contain such terms, provisions and conditions as the holder, 
it is sole discretion, deems necessary or appropriate.

An election by a mortgagee under clause (i) of this Section to subordinate 
the rights and interest of Tenant to a mortgage shall not be valid unless 
consented to in writing by all the holders of record of all prior mortgages 
then outstanding secured by the Leased Premises or the Building, which 
consent such mortgagees may give or withhold in their sole discretion. The 
Landlord shall have the right from time to time (including, without 
limitation, pursuant to any provision contained in the mortgage having 
priority of record), to limit the foregoing right of subordination in favor 
of its mortgagees to only its first mortgagee.

14. Condemnation. In case, during the Term hereof, the whole of the Building, 
the Leased Premises and the Land shall be taken by condemnation or right of 
eminent domain, this Lease shall terminate on the date on which Tenant is 
deprived of possession. If so terminated, Landlord shall return any advance 
Rent payments. In case, during the Term hereof, at least one-third (1/3) of 
the Land and/or Leased Premises shall be taken by condemnation or right of 
eminent domain, both Landlord and Tenant shall have the option to terminate 
this Lease by written notice to the other given not later than sixty (60) 
days after the effective date of the taking. Should neither party elect to 
terminate this Lease pursuant to the foregoing provision, Landlord shall 
proceed with all reasonable dispatch after such taking or condemnation, and 
the determination of Landlord's award therein, to restore the Leased Premises 
to their condition prior to such taking to the extent such restoration may be 
practicable, provided that Landlord shall have no obligation to expend, in 
connection with such restoration, any amount in excess of the net proceeds to 
Landlord of such condemnation award.

In the event Landlord proceeds to restore such portion of the Leased

<PAGE>


Premises, such restoration shall be completed within two hundred seventy 
(270) days of the date Tenant was deprived of possession of such portion of 
the Leased Premises, and a just abatement of the base Rent and additional 
rent shall be made until such restoration has been completed in the same 
manner as provided in Article 11 with respect to insurance proceeds. In the 
event Landlord does not complete said restoration during said two hundred 
seventy (270) day period, except as a result of Act of God, weather, fire, 
casualty, labor difficulties or other force majeure causes outside of the 
Landlord's control, Tenant shall have the right, within thirty (30) days 
after the expiration of said two hundred seventy (270) day period, to 
terminate this Lease effective thirty (30) days from the date of Landlord's 
receipt of written notice of Tenant's election to so terminate. If Tenant 
fails to exercise its rights to terminate this Lease within the afroesaid 
thirty (30) day period, the Tenant shall be deemed to have waived its right 
of termination under this Section 14. Any termination by the Tenant under 
this Article shall be null and void and of no force or effect in the event 
the Landlord completes the restoration work within forty-five (45) days of 
the Tenant's termination notice. Except for awards for relocation expenses, 
all compensation awarded or paid upon any taking or condemnation of the Land, 
Building and/or the Leased Premises shall belong to and be the property of 
Landlord without any participation by Tenant. Tenant specifically waives and 
assigns to Landlord all claims for any value of its leasehold interest or 
lease. If so terminated, Landlord shall return any advance Rent payments.

15. Assignments and Subleases. The Tenant will not directly or indirectly 
assign or encumber its interest in this Lease or in the Leased Premises, or 
sublease all or any part of the Leased Premises, or allow any other person, 
firm or corporation to occupy or use all or any part of the Leased Premises, 
without first obtaining the Landlord's written consent, which consent shall 
not be unreasonably withheld, conditioned or delayed. Any assignment, 
encumbrance or sublease without the Landlord's consent will be voidable and, 
at the Landlord's election, will constitute a default under this Lease. Each 
assignee or sublessee shall execute an agreement in favor of the Landlord by 
which such party agrees to comply with all the terms of this Lease except, in 
the case of a subtenant only, the payment of rent to the Landlord. No 
permitted assignment or subleasing will in any way affect or reduce any of 
the liabilities or obligations of the Tenant under this Lease, which 
liability shall be joint and several with any assignee or sublessee, as 
applicable. The parties agree that with respect to any approved assignment or 
sublease, the Landlord and Tenant pay to the Landlord fifty (50%) percent of 
the net profit paid or payable to the Tenant as a result of same, which net 
profit shall equal the assignment consideration or sublease rent minus the 
Tenant's brokerage commission, reasonable legal costs, leasehold improvements 
and other applicable costs associated with the assignment or sublease.

<PAGE>


If, at any time during the Term of this Lease, Tenant is:

(a) a corporation or a trust (whether or not having shares of beneficial 
interest) and there shall occur, as a result of any single transaction or as 
a result of any series of related or unrelated transactions over time, any 
change in the identity of any person then having a ten percent (10%) or 
greater voting interest with respect to the election or appointment of the 
directors, trustees or other persons exercising like functions and managing 
the affairs of Tenant (the foregoing shall not be applicable if Tenant is a 
publicly traded corporation); or

(b) a partnership, limited liability company, 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 and who holds at least a ten percent (10%) 
interest in the profits and/or losses of such partnership; then, and in 
either event, Tenant shall be deemed to have assigned this Lease in violation 
of the terms herein contained, and shall be in default hereof, and Landlord 
shall be entitled to the remedies set forth in this Lease. Notwithstanding 
anything contained herein to the contrary, the Tenant may assign this Lease 
or sublease the Leased Premises without the Landlord's consent to any parent, 
subsidiary or affiliate of the Tenant or in connection with the 
consolidation, merger or reorganization of Tenant or the sale by Tenant of 
all or substantially all of its stock or assets.

16.      Default and Remedies.

16.01 Events of Default. The Tenant will be in default under this Lease upon 
the occurrence of any of the following events or conditions as to the Tenant 
or any guarantor of the Tenant's obligations hereunder: (I) the Tenant's 
failure to pay Rent, additional rent or make the other payments at the times 
and in the manner provided herein, such failure having continued for a period 
of ten (10) days (no notice of such nonpayment being required to be given by 
the Landlord): (ii) the Tenant's failure to perform or fulfill any other 
term, condition or agreement contained or referred to herein, on the part of 
the Tenant to be performed or fulfilled, such failure having continued for a 
period of thirty (30) days after notice thereof shall have been given by the 
Landlord to the Tenant, unless such non-monetary default, although curable, 
shall require a longer period as is reasonable to effect a cure, in which 
case the Tenant shall have up to an additional one hundred twenty (120) days 
to cure; (iii) if the Tenant or any guarantor of the Tenant's obligations 
hereunder shall generally not pay its debts as they become due or shall admit 
in writing its inability to pay its debts, or shall make a general assignment 
for the benefit of creditors; (iv) if the Tenant or any such guarantor shall 
commence any case, proceeding or other action seeking reorganization, 
arrangement, adjustment, liquidation, dissolution or

<PAGE>



composition of it or its debts under any law relating to bankruptcy, 
insolvency, reorganization or relief of debtors, or seeking appointment of a 
receiver, trustee, custodian or other similar official for it or for all or 
any substantial part of its property; (v) if any case, proceeding or other 
action against the Tenant or any guarantor of the Tenant's obligations 
hereunder shall be commenced seeking to have an order for relief entered 
against it as debtor, or seeking reorganization, arrangement, adjustment, 
liquidation, dissolution or composition of it or its debts under any law 
relating to bankruptcy, insolvency, reorganization or relief of debtors, or 
seeking appointment of a receiver, trustee, custodian or other similar 
official for it or for all or any substantial part of its property, and such 
case, proceeding or other action (x) results in the entry of an order for 
relief against it which is not fully stayed within seven business days after 
the entry thereof or (y) remains undismissed for a period of 45 days; (vi) if 
the leasehold interest hereby created is levied upon by execution or taken by 
process of law; or (vii) the dissolution of the Tenant or any guarantor of 
the Tenant's obligations hereunder.

16.02 Remedies. In the event of default existing beyond all applicable grace 
and cure periods, it will be lawful for the Landlord thereupon, or at any 
time thereafter, at the Landlord's option, to exercise all rights and 
remedies available at law or in equity and to terminate this Lease and to 
enter upon the Leased Premises and to expel the Tenant and those claiming 
under the Tenant, without being guilty of any manner of trespass, and 
thenceforth peacefully and quietly hold and enjoy the Leased Premises as if 
this Lease had not been made; without prejudice, however, to any right to sue 
f or and recover any base rent and additional rent and other sums then and 
thereafter due under this Lease, or to any claim f or damages or right of 
action or remedy for preceding breach of any covenant, agreement or condition 
herein contained which the Landlord might otherwise have or use.

16.03 Additional Remedies. Upon the termination of this Lease under any 
provision contained in Section 16.01, or if this Lease is otherwise 
terminated by operation of law or as a result of any uncured default or 
breach of any obligation of Tenant, Tenant shall nevertheless remain liable 
for all Rent (including, without limitation, additional rent payable on 
account of Operating Expenses, and all other payments or amounts deemed to be 
additional rent hereunder) then due and payable hereunder as of the date of 
the termination of this Lease, together with all damages due or sustained by 
Landlord prior to such termination or arising as a result of events or 
conditions occurring or in existence during the Term hereof and prior to or 
after such termination, and all reasonable costs, fees and expenses incurred 
by Landlord in pursuit of, or in the collection of its remedies hereunder or 
under any law, or in leasing or attempting to lease

<PAGE>


all or any porting the Leased Premises to others from time to time 
(including, without limitation, all repossession costs, brokerage 
commissions, reasonably attorney's fees in connection with the foregoing 
matters, and all reasonable costs of such alterations, repairs, and 
decoration as Landlord, in its reasonable judgment, considers necessary or 
advisable in connection with such reletting) (all such rent, damages, costs, 
fees and expenses being referred to herein as the "Termination Damages") and, 
in addition thereto, additional damages (the "Additional Damages") , which, 
at the election of Landlord, shall be either of the following:

(a) an amount or amounts equal to all Rent (including, without limitation, 
base Rent and all additional rent) which, but for termination, would have 
been payable to Landlord over the remainder of the Term, reduced by the 
amount of rent, if any, which the Landlord shall actually receive from time 
to time during such period from others to whom the Leased Premises may be 
rented from time to time. The Landlord shall not be obligated to attempt to 
collect any rental or other payment obligation from any other person renting 
all or any portion of the Leased Premises by litigation or otherwise. Such 
Additional Damages shall be computed and payable in monthly installments, 
with interest on any amount in arrears at the maximum rate of interest per 
year permitted by law, in arrears, on the f rst day of each calendar month 
following termination of the Lease and shall continue to become due and 
payable in monthly installments until the date on which the Term would have 
expired but for such termination and any and all amounts due and payable 
hereunder, including any amount in arrears, shall be a continuing liability 
of Tenant thereafter, and interest thereon shall accrue at the maximum rate 
of per year permitted by law, until Tenant shall discharge same by payment to 
Landlord of the amount due, and any suit or action brought from time to time 
to collect any such Additional Damages for any month or months shall not in 
any manner prejudice the right of Landlord to collect any Additional Damages 
for any subsequent month or months by a similar proceeding. There shall be 
added to any payment required to be made hereunder, as Additional Damages, 
any additional Termination Damages incurred by Landlord during the month 
preceding the due date of such payment, in pursuit of, or in the collection 
of any of its remedies hereunder, or under any law, or in leasing or 
attempting to lease the Leased Premises to others (including, without 
limitation, all repossession costs, brokerage commissions, fees for legal 
services in connection with such reletting, and all costs of such 
alterations, repairs, and decorations as Landlord considers necessary or 
advisable in connection with such reletting); or

(b) an amount equal to the present value (as of the date of such termination) 
of all Rent (including, without limitation, base Rent and additional rent) 
which, but for termination of this Lease, would have become due during the 
remainder of the Term, reduced by an amount equal to the fair rental value of 
the Leased Premises over the remainder of the

<PAGE>


Term, as determined by an independent real estate appraiser named by 
Landlord, in which case such Additional Damages shall be payable to Landlord 
in one lump sum on demand made by Landlord at any time and shall bear 
interest at the rate of 1 1/2% per month from the date of termination until 
paid. For purposes of this clause (b) , present value shall be computed by 
the application of a discount rate equal to the discount rate in effect at 
the Federal Reserve Bank nearest to the location of the Foundry Complex as of 
the date of determination.

In addition, if this Lease is terminated under any provision contained in 
Section 16.01, or as a result of any default or breach of any obligation of 
Tenant, Landlord may, but shall have no obligation to, relet the Leased 
Premises or any part thereof, alone or together with other premises, for such 
term or terms (which may be greater or less than the period which otherwise 
would have constituted the balance of the Term) ad non such terms and 
conditions (which may include concessions or free rent and alterations of the 
Leased Premises) as Landlord, in its reasonable discretion, may determine, 
but Landlord shall not be liable for, nor shall Tenant's obligations 
hereunder be diminished by reason of, failure by Landlord to relet the Leased 
Premises or any failure by Landlord to collect any rent due upon such 
reletting. The Landlord agrees to use reasonable efforts to mitigate its 
damages if and to the extent required by applicable law.

Nothing contained in this Lease shall, however, limit or prejudice the right 
of Landlord to prove for and obtain in proceedings under any federal or state 
laws relating to bankruptcy or insolvency or reorganization or arrangement 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 than the amount of the loss or damages referred to 
above.

16.04 Remedies Cumulative. Any and all rights and remedies which Landlord may 
have under this Lease, and at law and equity, shall be cumulative and shall 
not be deemed inconsistent with each other, and any two or more of all such 
rights and remedies may be exercised at the same time insofar as permitted by 
law.

16.05 Creditors. In the event of default, this Lease will not, except at the 
option of the Landlord, continue for the benefit of any attaching creditor, 
assignee for the benefit of creditors, permanent receiver, or trustee in 
bankruptcy.

16.06 Attorneys 0' Fees. In the event of any litigation between Landlord and 
Tenant, the unsuccessful party as determined by a court of competent 
jurisdiction shall reimburse the successful party for all reasonable legal 
fees and expenses incurred by the successful party in 

<PAGE>


prosecuting or defending any such action.

17. Other Rights and Responsibilities of Landlord; Services and Utilities.

17.01 Landlord's Rights. The Landlord and its authorized representatives will 
have the right to enter the Leased Premises at all reasonable times upon 
reasonable notice (except in the case of emergency when no notice shall be 
required) for any of the following purposes: (i) to determine whether the 
Leased Premises are in good condition and whether the Tenant is complying 
with its obligations under this Lease; (ii) to give any notice required or 
permitted to be given to the Tenant hereunder; (iii) to show the Leased 
Premises to prospective brokers, agents, buyers, or tenants during the last 
six (6) months of the Term; or (iv) to do any necessary maintenance and to 
make any restoration or repairs to the Leased Premises or the Building. In 
exercising such rights, Landlord shall use diligent efforts to prevent or 
minimize inconvenience with Tenant's use of the Leased Premises and Parking 
Area.

17.02 Common Facilities. The Landlord will have the right to relocate or 
change any common facility in the Building provided that comparable 
facilities are provided and Tenant's use and enjoyment of and access to the 
Leased Premises and the Parking Area are not materially affected.

17.03 Building Hours. The Landlord will have the right to close the Building 
after regular business hours (from 8:00 a.m. to 6:00 p.m. on weekdays and 
from 8:00 a.m. to 1:00 p.m. on Saturdays) and on Sundays and legal holidays 
but Tenant will have access to the Leased Premises and the Parking Area 
twenty-four (24) hours per day, seven (7) days per week, throughout the Term.

17.04 Repairs. The Landlord will have the right to close doors, entryways and 
common areas for the purpose of repairing, maintaining or altering the same. 
In exercising such rights, Landlord shall use diligent efforts to prevent or 
minimize inconvenience and interference with Tenant's use of the Leased 
Premises.

17.05 Services. The Landlord will provide the following to the Tenant: (i) water
for reasonable domestic purposes and reasonable heat at the Tenant's expense for
the comfortable use and occupancy of the Leased Premises; (ii) electrical energy
at Tenant's expense f or ordinary room illumination, operation of office and
business machines and equipment operating on standard 110 volt current drawing
not in excess of 15 amps; (iii) maintenance and cleaning of the areas of the
Building used in common by all tenants; (iv) the services, utilities, facilities
and supplies set forth in Exhibit D attached hereto; and (v) at Tenant's
reasonable request and expense, such additional services as are usual and
customary in similar buildings in Providence.

<PAGE>


The Tenant will pay for the cost of electricity and any other service or 
utility used by it. The Tenant will also pay all electrical costs for 
heating, ventilation and air conditioning. Except when occasioned by the 
Landlord's gross negligence or willful misconduct, the Landlord will have no 
responsibility or liability (other than as set forth in Section 17.06 hereof) 
for defects, delays, lapses or cessation in or of these services and, in any 
event, the Landlord will have no liability for consequential damages 
resulting from any defect, delay, lapse or cessation in or of these services.

17.06 Interruptions. Notwithstanding any provisions of this Lease to the 
contrary, in the event Tenant is not reasonably able to use the Leased 
Premises or the Parking Area on account of work, repairs or alterations made 
by Landlord or a cessation or reduction in any access, utilities or services 
necessary for use of the Leased Premises or the Parking Area, the base Rent 
shall be abated equitably hereunder from and after the date that is two (2) 
business days after the date upon which Tenant became unable to use the 
Leased Premises or the Parking Area, as applicable, until the date Tenant is 
again reasonably able to use the Leased Premises and the Parking Area. In 
addition, in the event the Tenant is not reasonably able to use the Leased 
Premises f or a period of 270 consecutive days as a result of the 
interruption in utilities or the performance of any environmental remediation 
work with respect to the Leased Premises, the Tenant shall be entitled to 
terminate this Lease pursuant to thirty (30) days written notice to the 
Landlord. Such termination notice shall be null and void and have no force or 
effect in the event the Landlord restores the utilities which have been 
interrupted or otherwise permits the Tenant to reasonably use the Leased 
Premises within thirty (30) days after delivery of Tenant's termination 
notice.

17.07 Signs. Tenant may, at its sole cost and expense and subject to and in 
compliance with all applicable laws, install Tenant's sign on the exterior 
facade of the Building. Said sign shall be of a size and design and with 
materials selected by Tenant provided it is consistent with the Landlord's 
standard building signage in the Foundry Complex.

18.  Surrender; Holdover.

18.01 Surrender. At the termination of this Lease, the Tenant will peaceably 
surrender the Leased Premises in good order, condition and repair, excepting 
reasonable wear and tear and excepting damage by fire or other casualty which 
has been insured against.

18.02 Holdover. If the Tenant remains in possession of the Leased Premises after
the expiration of the Term of this Lease and continues to pay rent without any
express agreement as to holding over, the Landlord's

<PAGE>



acceptance of rent will be deemed an acknowledgement of the Tenant's holding 
over upon a month-to-month tenancy, subject, however, to all of the terms and 
conditions of this Lease except as to the Term hereof and any option to renew 
the Term.

18.03 Holdover Rent. If the Tenant remains in possession of the Leased 
Premises after the expiration of the Term of this Lease, whether as a 
month-to-month tenant pursuant to Paragraph 18.02 or otherwise, and the 
Landlord at any time declines to accept the rent at the rate specified 
herein, the Tenant's holding over thereater will be deemed to be as a tenant 
at sufferance. The Tenant will nevertheless be subject to all of the terms 
and conditions of this Lease except as to the Term hereof and any option to 
renew the term and except that the tenant will pay a monthly rent in an 
amount equal to one hundred fifty (150%) percent of the amount otherwise due 
hereunder. Nothing herein in paragraphs 18.02 and 18.03 shall be understood 
to imply any right of holdover on the part of the Tenant.

19. Quiet Enjoyment. Upon paying the rent and all other payments required to 
be made by the Tenant hereunder, and upon the Tenant's performing and 
fulfilling all terms, conditions or agreements on its part to be performed 
and fulfilled, the Tenant will quietly have and enjoy the Leased Premises 
during the Term of this Lease without lawful hindrance by any person claiming 
by, through or under the Landlord.

20. Waivers. The failure of the Landlord to insist in any one or more 
instances upon the strict and literal performance of any of the agreements, 
terms, or conditions of this Lease or to exercise any option of the Landlord 
herein contained, will not be construed as a waiver for the future of such 
term, condition, agreement or option. The receipt by the Landlord of rent 
with knowledge of the breach of any term, condition, or agreement will not be 
deemed to be a waiver of such breach. The receipt by the Landlord of rent 
after the giving of any notice required to be given to the Tenant by law or 
by the terms of this Lease will not in any way affect the operation of such 
notice.

21. Notices. No notice, approval, consent or other communication permitted or 
required to be given by this Lease will be effective unless the same is sent 
postage prepaid, by United States registered or certified mail, return 
receipt requested, to the other party at the following addresses: if to the 
Landlord, at the address set forth in Section 1.01, with a copy to: David J. 
Tracy, Esquire, McGovern, Noel & Benik, 1800 Hospital Trust Tower, 
Providence, Rhode Island 02903; and with a copy to mortgagees pursuant to 
Section 26; and if to the Tenant, to Inso Providence Corporation, with a copy 
to the address set forth in Section 1.01, with a copy to: Hale and Dorr, 60 
State Street, Boston, Massachusetts 02109, Attn: Mark G. Borden, Esq. or to 
such other address as either party may designate by notice to the other party.


<PAGE>


22. Governing La . This Lease and the performance thereof will be governed, 
interpreted, construed and regulated by the laws of the State of Rhode Island 
without resort to the conflict of laws rules of the State of Rhode Island.

23. Successors and Assigns. This Lease will bind and enure to the benefit of 
the parties hereto and their respective successors and permitted assigns. 
References herein to the parties will be deemed to include their respective 
successors and permitted assigns.

24. Entire Agreement. This Lease contains all of the agreements of the 
parties and may not be modified or amended except by written agreement.

25. Tenant's Rules and Regulations. The Tenant will comply with rules and 
regulations, enforced in a non-discriminatory manner, attached to this Lease 
as Exhibit C. The Landlord will have the right from time to time to alter or 
amend the same. Upon delivery of a copy of reasonable altered or amended 
rules and regulations to the Tenant, the Tenant will become bound by them and 
will comply with the same. If there is a conflict between the rules and 
regulations and any of the provisions of this Lease, the provisions of this 
Lease will prevail. The Landlord will not be liable to the Tenant for 
violation of any rules and regulations by other tenants, but Landlord will 
use reasonable efforts (excluding litigation or defaulting a tenant) to 
enforce the rules and regulations uniformly against all tenants in a 
non-discriminatory manner.

26. Notice to Mortgagee. After receiving written notice from any person, firm 
or other entity that it holds a mortgage which includes as part of the 
mortgaged premises the Building, Tenant shall, so long as such mortgage is 
outstanding, be required to give to such holder the same notice as it 
required to be given to Landlord under the terms of this Lease; but such 
notice may be given by Tenant to Landlord and such holder concurrently.

27. Assignment of Rents. With reference to any assignment by Landlord of 
Landlord's interest in this Lease, or the rents payable hereunder, 
conditional in nature or otherwise, which assignment is made to the holder of 
a mortgage on the Building, Tenant agrees that the execution thereof by 
Landlord, and the acceptance thereof by the holder of such mortgage, shall 
not be deemed an assumption by such holder of any of the obligations of 
Landlord hereunder, unless such holder shall, by written notice sent to 
Tenant, specifically otherwise elect.

28. Mechanics' Liens. Tenant agrees immediately to discharge (either by 
payment or by filing of the necessary bond, or otherwise) any mechanics, 
materialmen's or other lien(s) against the Building, the 

<PAGE>



Leased Premises, the Land and/or the Landlord's interest therein, which liens 
may arise out of any payment due, or purported to be due, for any labor, 
services, materials, supplies or equipment alleged to have been furnished to 
or for Tenant in, upon or about the Building and/or the Leased Premises. 
Landlord shall not be deemed to have consented to the placing of a lien on 
the Building or Leased Premises by any person dealing with the Tenant.

29. No Brokerage. Tenant and Landlord warrant and represent, each to the 
other, that they have dealt with no broker in connection with the 
consummation of this Lease other than Landlord's broker, Commercial 
Properties, Ltd. Landlord shall pay all commissions due to Commercial 
Properties, Ltd. as a result of this Lease pursuant to the separate agreement 
between Landlord and Broker. In the event of any brokerage claims against any 
party predicated upon prior dealings with the other by any other broker, the 
defaulting party agrees to defend the same and indemnify the other against 
any such claim.

30. Provisions Binding, Limitation on Landlord's Liability, Etc. Except as 
herein otherwise expressly provided, the terms hereof shall be binding upon 
and shall inure to the benefit of the successors and assigns, respectively, 
of Landlord and Tenant. The obligations of the Landlord shall be binding only 
upon the assets of the Landlord which comprise the Land and the Building. No 
individual partner, trustee, shareholder, officer, director or employee of 
the Landlord shall be personally liable and the Tenant shall look solely to 
Landlord's interest in the Land and Building in pursuit of its remedies. The 
reference contained to successors and assigns of Tenant is not intended to 
constitute a consent to assignment by Tenant, but has reference only to those 
instances in which Landlord may later give written consent to a particular 
assignment as required by the provisions hereof.

31.  Estoppel Letter. Upon not less than ten (10) days' prior notice by 
Landlord from time to time, Tenant agrees to execute, acknowledge and deliver 
to Landlord, and to any assignee, mortgagee, lender or any other third party 
which Landlord may designate, a statement in writing certifying that this 
Lease is unmodified and in full force and effect and that Tenant has no known 
defenses, offsets or counterclaims against its obligations to pay the rent, 
additional rent and any other charges and to perform its other covenants 
under this Lease (or, if there have been any modifications that the same is 
in full force and effect as modified and stating the modifications and, if 
there are any known defenses, off sets or counterclaims, setting them forth 
in reasonable detail) , and a statement that, to the best of Tenant's 
knowledge, Landlord is not in default hereunder (or if in default, the 
general nature of such default). Any such statement delivered pursuant to 
this Section may be relied upon by any prospective purchaser or mortgagee of 
the Leased Premises, or any prospective assignee of any such mortgage.

<PAGE>


32.  Security Deposit.

32.01 Security Deposit - Amount. Tenant, contemporaneously with the execution 
of this Lease, has deposited with Landlord the sum set forth in Section 1.01 
as the Security Deposit, if any, receipt of which is hereby acknowledged by 
Landlord. The Security Deposit set forth in Section 1.01 shall be held by 
Landlord, without liability for interest, as security for the faithful 
performance by Tenant of all of the terms, covenants, and conditions of this 
Lease by the Tenant to be kept and performed during the lease Term. If at any 
time during the lease Term, any of the rent herein reserved shall be overdue 
and unpaid, or any other sum payable by Tenant to Landlord hereunder shall be 
overdue and unpaid, Landlord may, but shall not be required, at its sole 
discretion, appropriate and apply any portion of said Security Deposit to the 
payment of any such sum.

32.02 Application of Security Deposit. In the event of the failure of Tenant 
to keep and perform any of the terms, covenants and conditions of this Lease 
to be kept and performed by Tenant, then the Landlord at its sole option may 
appropriate and apply the entire Security Deposit, or so much thereof as may 
be necessary, to compensate the Landlord for loss or damage sustained or 
suffered by the Landlord due to such breach on the part of the Tenant. Should 
the entire Security Deposit, or any portion thereof, be appropriated and 
applied by the Landlord, the Tenant shall, upon the written demand of 
Landlord, forthwith remit to Landlord a sufficient amount in cash to restore 
the Security Deposit to the original sum, and Tenant's failure to do so 
within five (5) days after receipt of such demand shall constitute an event 
of default hereunder. Should Tenant comply with all of such terms, covenants 
and conditions and promptly pay all sums payable by Tenant to Landlord 
hereunder, the Security Deposit shall be returned in full to Tenant within 
thirty (30) days following the end of the Term of this Lease, or upon the 
earlier termination of this Lease, minus any portion thereof which may have 
been utilized by Landlord to cure any default or applied to any damage 
suffered by Landlord. Neither said deposit, nor application thereof by 
Landlord, as provided herein, shall be a bar or defense to any action 
whatsoever which Landlord may at any time commence for a breach of any of the 
covenants or conditions of this Lease.

32.03 Transfer of Deposit. The Landlord may deliver the funds deposited
hereunder by the Tenant to the purchaser of Landlord's interest in the Leased
Premises, in the event that such interest be conveyed, and thereupon Landlord
shall be discharged by Tenant Lessee from any further liability with respect to
such Security Deposit provided said purchaser assumes in writing Landlord's
obligations under this Lease (subject to and with the benefit of Section 30),
including obligations relating to the

<PAGE>


Security Deposit.

33.  Special Mortgagee Provisions.

33.01 Rights of Mortgage Holders. In the event the holder of a mortgage shall 
succeed to the interests of the Landlord such holder shall be liable to 
perform all of the obligations of Landlord accruing from and after such 
entry, subject to and with the benefit of all of the provisions of this 
Lease. No Rent, additional rent or any other charge shall be paid more than 
10 days prior to the due dates thereof and payments made in violation of this 
provision shall (except to the extent that such payment are actually received 
by a mortgagee in possession or in the process of foreclosing its mortgage) 
be a nullity as against such mortgagee and Tenant shall be liable for the 
amount of such payments to such mortgagee.

33.02 Mortgagee's Right to Cure Defaults. Notwithstanding anything contained 
in this Lease to the contrary, 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 Tenants 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 which Tenant has 
been given notice, 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 sixty (60) days thereafter; but 
nothing contained in this Section shall be deemed to impose any obligation on 
any such mortgagees to correct or cure any such condition.

34.  option to Extend.

34.01 Extended Term. The Tenant is hereby given the option to extend the Term 
of this Lease for a single term of five (5) years at the expiration of the 
initial Term (the "Extended Term") . This Lease shall be deemed to be 
extended at the end of the Term hereof for the Extended Term upon and subject 
to the following terms and conditions:

(a) There shall not exist at the time of the exercise of the option to extend 
the Term or at the commencement date of the Extended Term any default or 
event of default under this Lease; and

(b) Tenant shall have given Landlord written notice of Tenant's exercise of 
its option to extend this Lease on or before the date occurring not later 
than twelve (12) months prior to the Termination Date.

34.02 Terms of Extension. All terms and provisions of this Lease

<PAGE>


shall apply to the Extended Term, except for the amount of annual base Rent 
and additional rent for Operating Expenses and real estate taxes payable 
therefor, which shall be equal to the current fair market rental rate for all 
such items of rent and additional rent. In no event, however, shall the base 
Rent and additional rent be less than the base Rent and additional rent 
payable f or the last year of the prior Term. In the event that the Tenant 
fails to provide the notice described in subparagraph (ii) above, within the 
time set forth therein, the Tenant shall be deemed to have waived its option 
to extend the Term for the Extended Term. Tenant shall have no further right 
to extend this Lease beyond the Extended Term. Each reference in the Lease to 
the "Term" shall be deemed to include any option term f or which the Tenant 
has exercised its option to extend unless the context clearly requires a 
different meaning.

Upon the Tenants exercising its option to extend, the parties shall attempt 
to agree upon the f air market rental value of the Leased Premises. In the 
event that the parties hereto cannot agree to such fair market rental value 
on or before the date which is nine (9) months prior to the original 
Termination Date of this Lease (the "Adjustment Date"), the fair market 
rental value for such Extended Term shall be determined by binding appraisal 
as follows:

(a) Either of Landlord or Tenant may give the other written notice after the 
Adjustment Date designating an independent appraiser ("First Appraiser"). The 
other party shall within fifteen (15) days thereafter designate a second 
independent appraiser ("Second Appraiser") and the First Appraiser and Second 
Appraiser so designated or appointed shall meet within ten (10) days after 
the Second Appraiser is appointed. If, within fifteen (15) days after the 
second Appraiser is appointed, the First Appraiser and Second Appraiser do 
not agree upon the then fair market rental value of the Leased Premises, they 
shall themselves appoint a Third Appraiser who shall be a competent and 
impartial person; and in the event of their being unable to agree upon such 
appointment within fifteen (15) days after the time aforesaid, the Third 
Appraiser shall be selected by the parties themselves if they can agree 
thereon within a further period of fifteen (15) days. If the parties do not 
so agree then either party, on behalf of both, may request such appointment 
by the then President of the Rhode Island Board of Realtors or any similar 
association.

(b) In the event of the failure, refusal or inability of any appraiser to act, a
new appraiser shall be appointed in his stead, which appointment shall be made
in the same manner as hereinbefore provided for the appointment of such
appraiser so failing, refusing or being unable to act. Each party shall pay the
fees and expenses of the one of the two original appraisers appointed by such
party, or in whose stead, as above provided, such appraiser was appointed, and
one-half of the fees and expenses of the Third Appraiser, and all other
expenses, if any, shall be

<PAGE>


borne equally by both parties. Any appraiser designated to serve in 
accordance with the provisions of this option to extend shall be 
disinterested, shall be qualified to appraise real estate in Rhode Island of 
the type covered by this option to extend, shall be a member of the American 
Institute of Real Estate Appraisers (or any successor association or body of 
comparable standing if such Institute is not then in existence), and shall 
have been actively engaged in the appraisal of commercial real estate in 
Rhode Island for a period of not less than five (5) years immediately 
preceding his appointment. Each party will also pay their own attorneys' fees.

(c) The appraisers shall determine the fair market rental value of the Leased 
Premises as of the date of appraisal. A decision joined in by two of the 
three appraisers shall be the decision of the Appraisers and shall be binding 
on the parties. After reaching a decision, the appraisers shall give written 
notice thereof to Landlord and Tenant.

(d) If the appraisers fail to reach a decision within thirty (30) days after 
the appointment of the Third Appraiser, the Appraisers shall average the 
three appraisals if no appraisal is more than ten (10%) percent in variation 
from the other two (2) appraisals and such average shall be the fair market 
rental value of the Leased Premises. If there is any such variation of more 
than ten (10%) percent, the appraisal process shall start over with the 
appointment of new appraisers.

Notwithstanding the foregoing to the contrary, the Landlord and the Tenant 
may at any time terminate the aforesaid appraisal process should they agree 
on a fair market rental value for the Leased Premises for the extended term 
in question.

In the event for any reason whatsoever the parties have not executed a 
written instrument setting forth the annual base Rent and additional rent for 
the Extended Term by the originally scheduled Termination Date for the 
initial Term (including, without limitation, as a result of any dispute or 
disagreement as to the annual base Rent for the Option Term), the Tenant 
shall continue pay the annual base Rent specified in Section 1.01 increased 
by ten (10%) percent (together with all additional rent) and when the new 
rent has been determined, the Tenant shall pay to the Landlord any 
underpayment and the Landlord shall refund any overpayment within a period of 
thirty (30) days.

35. Right of First offer - Additional Space.

If at any time during the Term Landlord intends to lease the whole or any
portion of the remaining space in the Building, the Tenant shall have the right
of first refusal to lease the additional space (the "Additional Space")
comprising the remainder of the Building shown on the Site Plan 

<PAGE>


attached hereto as Exhibit A-1. The term of the Tenant's lease of the 
applicable Additional Space shall be the term offered to the prospective 
tenant for the applicable Additional Space. Tenant's exercise of this right 
of first refusal to lease the Additional Space is subject to the condition 
that there shall not exist at the time of Tenant's attempted exercise of such 
right of first refusal any event of default under this Lease.

Should the Landlord desire to lease such Additional Space, the Landlord shall
notify the Tenant in writing of its intention to lease the same. Such notice
shall set forth the rentable square footage involved, the location of the space,
the applicable rent including the applicable additional rent for taxes,
Operating Expenses and the like, the amount of any allowance for leasehold
improvements as well as the other applicable economic lease terms. The Landlord
agrees to provide the Tenant with the letter of intent or other document, if
any, setting forth the terms of the proposed lease transaction. Upon receipt of
such written notice, the Tenant shall have thirty (30) days to notify the
Landlord in writing that the Tenant is exercising its right of first refusal
pursuant to the terms of this Section. Upon Tenant's sending such notice to the
Landlord, the Tenant will be deemed to have agreed to lease the Additional Space
upon the terms set forth in the Landlord's aforesaid notice. If Tenant declines
to accept Landlord's offer, Landlord shall be free for a period of one hundred
fifty (150) days to lease the subject space to a third party on terms no more
favorable to such party than those proposed to Tenant. If Landlord fails to
execute a lease on such terms upon the expiration of said one hundred fifty
(150) day period (the "Revival Date"), Tenant's first refusal rights shall again
apply. The annual base rent and additional rent including, without limitation,
additional rent for taxes and operating expenses as defined and described in the
Landlord's notice to the Tenant shall be the amounts to be paid by the Tenant
for the Additional, Space even if the additional rent is to be paid without a
base year and: covers a broader' category of items. The Tenant and the Landlord
shall, within ten (10) business days after the date of the Tenant's notice to
the Landlord that it has exercised its right of first refusal hereunder with
respect to the Additional Space, execute an amendment to this Lease, which of
the Tenant and add the Additional Space to this Lease for all purposes including
the calculation of the Tenant's Percentage and the payment of additional rent
for Operating Expenses. If the proposed term for the Additional Space to be
leased by the Tenant pursuant to the exercise of the foregoing right of first
refusal extends beyond the end of the Term of this Lease, Tenant's exercise of
the within right of first refusal shall be conditioned upon Tenant's extending
the Term so as to make it coterminous with the proposed term of the first
refusal space. In such event the base Rent during such extension of the Term
beyond the original ten (10) year Term for the Leased Premises

<PAGE>


(excluding the Additional Space) shall be the fair rental value determined 
under Section 34.02. The fair rental value shall be determined pursuant to 
the dates set forth in Section 34.02 with the Tenant being deemed to have 
exercised its option to extend on the first day of the last year of the Term. 
Upon the expiration of such new Term for the Leased Premises including 
Additional Premises, the Tenant shall have the option to extend set forth in 
Section 34.01; provided, however, if the Term of the Lease has been extended 
for five (5) or more years as provided above in order to cause this Lease to 
be coterminous with the term of the first refusal space, the Tenant will no 
longer have an option to extend under Section 34.01.

         In the event the Tenant should desire to lease any available space 
in the Building prior to receiving any notice from the Landlord in connection 
with Tenant's right of first refusal, the Tenant may notify the Landlord of 
such desire and, in such notice, the Tenant shall specify the base rent and 
additional rent the Tenant is willing to pay for such space. The Tenant 
acknowledges and agrees that the Landlord is not obligated to lease any space 
in the Building to the Tenant except in connection with Tenant's exercise of 
its right of first refusal. The Landlord is not obligated to accept the 
proposed rental offered by the Tenant and the Landlord may elect to attempt 
to lease any such space to another tenant subject only to the right of first 
refusal set forth herein.

Notwithstanding anything contained herein to the contrary this right of first 
refusal and the right to lease the Additional Space as aforesaid may not be 
assigned apart from this Lease and shall automatically expire on the date of 
the expiration of such right or the earlier termination of this Lease.

36. Financial Information. The Tenant agrees to provide its most recent 
financial statements and other relevant financial information covering Tenant 
and the Guarantor promptly upon Landlord's request for same from time to 
time. If Tenant or Guarantor is a publicly traded company and Landlord is 
able to obtain the applicable financial statements and financial information 
for such entity from another source, the Tenant shall not be obligated to 
provide said financial statements and information to Landlord.

37. Force Majeure. Except as otherwise set forth herein with respect to
Landlord's construction and delivery obligations under Section 4 and excluding
the exercise of the right to cure by a mortgagee pursuant to Section 33.02 in
connection with Landlord failures under Section 4, in any case where either
party hereto is required to do any act, delays caused by or resulting from Act
of God, war, civil commotion, fire or other casualty, labor difficulties,
general shortages of labor, materials or equipment, government regulations or
any other unavoidable delays shall

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not be counted in determining the time when the performance of such act must 
be completed, whether such time be designated by a fixed time, a fixed period 
of time or "a reasonable time." Notwithstanding the foregoing, the concept of 
unavoidable delay or force majeure shall not apply to the payment of base 
Rent, additional rent or any other payments under this Lease.

38. Landlord's Representations, Warranties and Covenants. Landlord represents 
and warrants to Tenant that (i) Landlord holds fee simple title to the Leased 
Premises, Building and Land, free and clear of any encumbrance that may 
interfere with the use of the same by the Tenant for the uses contemplated 
under this Lease; and (ii) Landlord has full authority and capacity to enter 
into this Lease and all necessary corporate and partnership actions and 
consents necessary for Landlord to enter into this Lease have been taken or 
obtained. Landlord covenants to Tenant that upon completion of the Landlord's 
Work, the Leased Premises, Building and Land will be in material compliance 
with all applicable zoning and land use laws.

39. Landlord's Hazardous Waste Indemnity. To the best of Landlord's 
knowledge, Landlord represents and warrants to Tenant that the Leased 
Premises, Building and Land do not contain any "hazardous substances" or 
"hazardous waste", as defined in the Comprehensive Environmental Response, 
Compensation and Liability Act, as amended, and regulations thereunder, the 
Resource Conservation and Recovery Act, as amended, and regulations 
thereunder, and the Federal Clean Water Act, and regulations thereunder, or 
oil, petroleum products, asbestos, radioactive materials or similar regulated 
substances (collectively, "Hazardous Materials") other than the Hazardous 
Materials, if any, identified in the "Level 1 Environmental Site Assessment 
Report" dated April 27, 1995 (the "Environmental Report"), a copy of which 
has been provided to Tenant. Landlord hereby agrees to defend, indemnify and 
hold Tenant harmless from and against any and all clean-up costs, remediation 
costs and reasonable legal fees incurred in connection with or arising out of 
or relating in any way to the presence of Hazardous Materials as identified 
by the Environmental Report as of the date hereof or the presence of 
Hazardous Materials in or on the Land, the Building or the Leased Premises 
caused solely by Landlord's activities on the Leased Premises, Building or 
Land, but excluding any damages of the Tenant such as, without limitation, 
any consequential or incidental damages incurred in connection with or 
arising out of the presence of Hazardous Materials in or on the Building, the 
Land and the Leased Premises. Tenant agrees to defend, indemnify and hold 
Landlord harmless from and against any and all cleanup costs, remediation 
costs and reasonable legal fees incurred in connection with the presence of 
Hazardous Materials in or on the Building, the Land or the Leased Premises 
caused by Tenant's or its agents', employees' or contractors' activities.

40. Notice of Lease. Upon request of either party, after the Tenant

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takes occupancy of the Leased Premises pursuant to Section 4.02 hereof, both 
parties shall execute and deliver a notice of this Lease in form appropriate 
for recording or registration, stating the Commencement Date and Termination 
Date of the Lease and making reference to Tenant's extension, expansion and 
first offer rights, and if this Lease is terminated before the Term expires, 
an instrument in such form acknowledging the date of termination.

41. Landlord's Right to Cure Defaults. Landlord may, but shall not be 
obligated to, cure, at any time, following sixty (60) days' prior notice to 
Tenant, except in cases of emergency when no notice shall be required, any 
default by Tenant under this Lease; and whenever Landlord so elects, all 
costs and expenses incurred by Landlord, including reasonable attorneys' fees 
and expenses, in curing such a default shall be paid by Tenant to Landlord as 
additional rent on demand, together with interest thereon at the maximum rate 
permitted by law from the date of payment by Landlord to date of payment by 
Tenant.

42.      Balance of Building.

42.01. In the event any portion of the Building not included within the 
Leased Premises is used for a purpose other than office use and uses 
ancillary thereto (the "Other Use") , the following provisions shall apply:

         (a) In the event, at the Landlord's option, the Operating Expenses 
for such additional portion of the Building are included in the Operating 
Expenses payable by the Tenant under Section 6.04, Landlord shall identify 
those Operating Expenses that are attributable primarily to the Other Use, or 
same higher as a result of the Other Use than the would be if the space 
subject to the Other Use were being used for office purposes, and Landlord 
shall remove such costs and increased costs from the Operating Expenses for 
which Tenant would otherwise be liable hereunder;

         (b)      If the Other Use generates more parking demand than office 
use would, the Permanent Parking Spaces shall become Tenant's exclusive 
parking spaces. In the event any portion of the Building not included within 
the Leased Premises is used for retail uses, the Permanent Parking Spaces 
shall be the Tenant's exclusive use, and Landlord and Tenant shall cooperate 
reasonable and in good faith, at Landlord's sole cost and expense, to 
identify the Permanent Parking Spaces as being reserved for the Tenant; and

         (c) If the Other Use places a greater demand on Building operating 
systems, such increased demand shall be accommodated at Landlord's expense in 
a manner that will not diminish the availability or capacity of such systems 
to service the Leased Premises.

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42.02. The portion of the Building not included within the Leased Premises
shall, whether occupied of not, be kept in safe, secure and clean condition, at
Landlord's sole cost and expense.

IN WITNESS WHEREOF, the Landlord and Tenant have executed this instrument under
seal as of the day and year first above written.

LANDLORD

THE FOUNDRY ASSOCIATES, L.P.

By: /s/ Antonio Guerra
Antonio Guerra
General Partner

TENANT

INSO PROVIDENCE CORPORATION

By: /s/ Graham Marshall

Name: Graham Marshall
Title: General Manager