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                             STANDARD COMMERCIAL LEASE


                                SECTION 1 - PARTIES

Thomas J. Flatley d/b/a The Flatley Company, LESSOR, which expression shall
include their heirs, successors and assigns where the context so admits, does
hereby lease to IntelliLink, Inc., LESSEE.


                                SECTION 2 - PREMISES

LESSEE, which expression shall include its successors, executors, 
administrators and assigns where the context so admits, does hereby lease the 
following described Premises: Suite Number 0006 on the lower level of Nashua 
Office Park, One Tara Boulevard, Nashua, NH 03062, consisting of 
approximately 717 square feet of space as outlined on Exhibit "A" of this 
Lease, which also includes a 15% common area factor, together with the right 
to use in common, with others entitled thereto, the hallways, stairways and 
elevators, necessary for access to said Premises and lavatories nearest 
thereto.

                                  SECTION 3 - TERM

The term of this Lease shall be for two (2) years, commencing on March 15, 
1992, or the Commencement Date (defined below), whichever is later, and 
terminating two (2) years immediately thereafter, unless sooner terminated as 
herein provided.

                            SECTION 4 - COMMENCEMENT DATE

The Commencement Date of the term of this Lease shall be the earlier of (a)
the day following the date on which the Premises are ready for occupancy, or
(b) the day LESSEE takes occupancy of the Premises.  The Premises shall be
deemed ready for occupancy on the first day as of which LESSOR'S work has been
completed except for items of work (and, if applicable, adjustment and fixtures)
which can be completed after occupancy has been taken, without causing undue
interference with LESSEE'S use of the Premises (i.e., so-called "punch list"
items) and LESSEE has been given notice thereof.  LESSOR shall complete as soon
as conditions permit, all "punch list" items and LESSEE shall afford LESSOR
access to the Premises for such purposes.

Notwithstanding the foregoing, if LESSEE'S personnel shall occupy all or any 
part of the Premises for the conduct of its business prior to the 
Commencement Date as determined pursuant to the preceding paragraph, such 
date of occupancy shall, for all intents and purposes of this Lease, be the 
Commencement Date.

LESSOR and LESSEE agree to execute a Supplemental Agreement setting forth the 
actual Occupancy and Term Dates, once the same have been established.

                                  SECTION 5 - RENT

The LESSEE agrees to pay to LESSOR, without deduction or offset, rent at the
rate of SIX THOUSAND FOUR HUNDRED FIFTY-THREE AND 00/100 ($6,453.00) Dollars
annually, payable in advance on the first day of each month, in equal monthly
installments of FIVE HUNDRED THIRTY-SEVEN AND 75/100 ($537.75) Dollars, and 
at that rate for any fraction of a month at the beginning of the term.

                         SECTION 5A - RENT COMMENCEMENT DATE

The payment of rental shall commence on the Commencement Date.

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                           SECTION 6 - ABATEMENT OF RENT

It is understood and agreed that if for any reason whatsoever, the LESSOR 
does not deliver possession of the Premises according to the terms of this 
Lease, the rent shall be abated until such date as possession of the Premises 
is rendered by the LESSOR.  In no event shall the LESSOR, its agents or 
employees be liable in damages for failure to deliver possession under the 
terms of this Lease, except for willful failure to do so.

                            SECTION 7 - SECURITY DEPOSIT

Upon the execution of this Lease by LESSEE, LESSEE shall pay to LESSOR, the 
amount of FIVE HUNDRED THIRTY-SEVEN AND 75/100 ($537.75) Dollars, which shall 
be held as security for LESSEE'S performance as herein provided.  Said 
Security Deposit shall be refunded to LESSEE at the end of this Lease, 
subject to LESSEE'S satisfactory compliance with the conditions herein 
contained and set forth.

                            SECTION B - ADDITIONAL RENT

In accordance with the following, LESSEE shall under the terms, conditions 
and provisions hereinafter provided, pay to LESSOR as additional rent, the 
following:

                                 REAL ESTATE TAXES

     1.   If real estate taxes upon the land and buildings (the "Property"), of
     which the Premises are a part, for any tax year exceed the real estate base
     tax amount, whether by reason of an increase in either the tax rate or the
     assessed valuation or both, LESSEE shall pay to LESSOR as additional rent
     within ten (10) days after billing therefor, an amount equal to the product
     of (a) such excess over the base taxes and (b) the following fraction:

                        Square Footage of Lessee's Premises
                    --------------------------------------------
                    Aggregate of All the Rentable Square Footage
           (whether or not rented or improved within the entire building)

     Effective April 1, 1993, LESSEE shall pay monthly, at the time when Rent
     payments are due hereunder, an amount equal to one-twelfth (1/12th) of the
     total of annual real estate taxes (as estimated by LESSOR) due from LESSEE
     to LESSOR pursuant to this Subsection 8.1. Promptly after the determination
     by any taxing authority of real estate taxes upon the Building for each tax
     year, LESSOR shall make a determination of the real estate taxes allocated
     to the Premises, and if the aforesaid payments theretofore made for such
     tax year by LESSEE exceed the real estate taxes allocated to the Premises,
     such overpayment shall be credited against the payments thereafter to be
     made by LESSEE pursuant to this paragraph; and if the real estate taxes
     allocated to the Premises for such tax year are greater than such payments
     theretofore made on account for such tax year, LESSEE shall within ten (10)
     days of written notice from the LESSOR make a suitable payment to LESSOR. 
     Xerox copies of tax bills submitted by LESSOR with any such statement shall
     be conclusive evidence of the amount of real estate taxes charged, assessed
     or imposed.  After the full assessment year, the initial monthly payment on
     account of the real estate taxes allocated to the Premises shall 
     be replaced each year by a payment which is one-twelfth (1/12th) of 
     the real estate taxes allocated to the Premises for the immediately 
     preceding tax year.

     2.   For the purposes of this clause, the term "Tax Year" shall mean 
     the twelve month period commencing on April 1st (or any month as it 
     may apply and/or change for the city, town or municipality tax period) 
     immediately preceding the Commencement Date and each twelve month 
     period thereafter during the term of this Lease.

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     3.   It is agreed by both parties that the Base Year as it applies to taxes
     for this Lease shall be April 1, 1992 - March 31, 1993.

     4.   If any abatement, refund or rebate shall be subsequently made for any
     tax year, an appropriate adjustment shall be made in the amount payable
     from, or paid by LESSEE to LESSOR on account of said real estate taxes,
     after deducting the LESSOR'S expenses reasonably incurred in obtaining such
     abatement, refund or rebate and provided there is no existing default of
     LESSEE.  The provisions of this subsection shall not, however, be
     applicable to the base tax assessment as originally levied.

     5.   If some method or type of taxation replaces the current method of
     assessment of real estate taxes, or the type thereof, LESSEE agrees that it
     shall pay an equitable share of the same computation herein provided, to
     the end that LESSEE'S share thereof shall be to the maximum extent
     practicable, comparable to that which LESSEE would bear under the foregoing
     provisions.

     6.   If a tax (other than a Federal or State net income tax) is assessed on
     account of the rents or other charges payable by LESSEE to the LESSOR under
     this Lease, LESSEE agrees to pay the same within ten (10) days after
     billing therefor, unless applicable law prohibits the payment of such tax
     by LESSEE.  LESSOR shall have the same rights and remedies for non-payment
     by LESSEE of any such amounts due on account of such taxes as LESSOR has
     hereunder, for the failure of LESSEE to pay rent as provided for in Section
     23 of this Lease.


                                 OPERATING EXPENSES

     7.   The following is a list of all such items of operating expenditures as
     are within the meaning of "Operating Expenses" hereinafter set forth.  If,
     in any calendar year of the term of this Lease, LESSOR'S Operating Expenses
     exceed Operating Expenses for the calendar year 1992, LESSEE shall after
     notice as hereinafter provided, pay to LESSOR as additional rent, an amount
     equal to (a) the product of such excess and (b) a fraction involving the
     same numerator and denominator as is provided for in Sub-section 8.1 of
     this Lease.

     8.   The expression "Operating Expenses" as used herein, shall mean the
     aggregate cost or expenses reasonably incurred by LESSOR with respect to
     the operation, administration, cleaning, repair, maintenance and management
     of the Property, including without limitation, those items enumerated
     hereinafter.  If during any portion of the calendar year for which
     Operating Expenses are being computed, less than 93% of the building's
     rentable area was occupied by tenants, actual Operating Expenses incurred
     shall be reasonably extrapolated by LESSOR on an item by item basis to the
     estimated operating expenses that would have been incurred if the building
     were at least 93% occupied for such year, and such extrapolated amounts
     shall for the purposes hereof, be deemed to be the Operating Expenses for
     such year.

     9.   Effective January 1, 1993, LESSEE shall pay monthly, at the time when
     Rent payments are due hereunder, an amount equal to one-twelfth (1/12th) of
     the total annual Operating Expenses (as estimated by LESSOR) due from
     LESSEE to LESSOR pursuant to Subsection 8.7 of this Lease. 
     Promptly after the end of each calendar year thereafter, LESSOR shall 
     make a determination of LESSEE'S share of such Operating Expenses; and 
     if the aforesaid payments theretofore made for such period by LESSEE 
     exceed LESSEE'S share, such overpayment shall be credited against the 
     payments thereafter to be made by LESSEE pursuant to this Paragraph; 
     and if LESSEE'S share is greater than such payments theretofore made 
     on account for such period, LESSEE shall within thirty (30) days of 
     written notice from the LESSOR make a suitable payment to LESSOR.

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     The initial monthly payment on account of the Operating Expense Charge
     shall be replaced after LESSOR'S determination of LESSEE'S share thereof
     for the preceding accounting period by a payment which is one-twelfth
     (1/12th) of LESSEE'S actual share thereof for the immediately preceding
     period, with adjustments as appropriate where such preceding period is less
     than a full twelve-month period.  LESSOR shall have the same rights and
     remedies for non-payment by LESSEE of any such amounts due on account of
     such Operating Expenses as LESSOR has hereunder, for the failure of LESSEE
     to pay rent as provided for in Section 23 of this Lease.

     10.  Without limitation, Operating Expenses shall include:

     a.   All expenses incurred by LESSOR or LESSOR'S agents which shall be
     directly related to employment of personnel, including amounts incurred for
     wages, salaries and other compensation for services, payroll, social
     security, unemployment and similar taxes, worker's compensation insurance,
     disability benefits, pensions, hospitalization, retirement plans and group
     insurance, uniforms and working clothes and the cleaning thereof, and
     expenses imposed on LESSOR or LESSOR'S agents pursuant to any collective
     bargaining agreement for the services of employees of LESSOR or LESSOR'S
     agents in connection with the operation, repair, maintenance, cleaning,
     management and protection of the Property, and its mechanical systems
     including, without limitation, day and night supervisors, property manager,
     accountants, bookkeepers, janitors, carpenters, engineers, mechanics,
     electricians and plumbers and personnel engaged in supervision of any of
     the persons mentioned above; provided that, if any such employee is also
     employed on other properties of LESSOR, such compensation shall be suitably
     prorated among the Property and such other properties.

     b.   The cost of services, utilities, materials and supplies furnished or
     used in the operation, repair, maintenance, cleaning, management and
     protection of the Property.

     c.   The cost of replacements for tools and other similar equipment used in
     the repair, maintenance, cleaning and protection of the Property; provided
     that, in the case of any such equipment used jointly on other properties of
     LESSOR, such costs shall be suitably prorated among the Property and such
     other properties.

     d.   Where the Property is managed by LESSOR or an affiliate of LESSOR, a
     sum equal to the amounts customarily charged by management firms in the
     Nashua area for similar properties whether or not actually paid, or where
     otherwise managed, the amounts accrued for management, together with
     amounts accrued for legal and other professional fees relating to the
     Property, but excluding such fees and commissions paid in connection with
     services rendered for securing or renewing leases and for matters not
     related to the normal administration and operation of the building.

     e.   Premiums for insurance against damage or loss to the building from
     such hazards as shall from time to time be generally required by
     institutional mortgagors in the Nashua area for similar 
     properties, including, but not by way of limitation, insurance 
     covering loss of rent attributable to any such hazards, and public 
     liability insurance.

     f.   Cost for electricity, water and sewer use charges, and other 
     utilities supplied to the Property and not paid for directly by LESSEE.

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     g.   Betterment assessments, provided the same are apportioned equally over
     the longest period permitted by law.

     h.   Amounts paid to independent contractors for services, materials and
     supplies furnished for the operation, repair, maintenance, cleaning and
     protection of the Property.

     i.   Any capital expenditure made by LESSOR during the term of this
     Lease, the total cost of which is not properly includable in Operating
     Expenses for the operating year in which it was made, shall nevertheless be
     included in such Operating Expenses for the operating year in which it was
     made, and Operating Expenses for each succeeding operating year shall
     include the annual charge-off of such capital expenditure.  Annual
     charge-off shall be determined by dividing the original capital expenditure
     plus an interest factor, reasonably determined by LESSOR, as being the
     interest rate then being charged for long-term mortgages by institutional
     lenders on "like" properties within the locality in which the building is
     located, by the number of years of useful life of the capital expenditure,
     and the useful life shall be determined reasonably by LESSOR in accordance
     with generally accepted accounting principles and practices in effect at
     the time of making such expenditure.


                                  SECTION 9 - USE

The LESSEE shall use the Premises only for the purpose of general offices.


                         SECTION 10 - COMPLIANCE WITH LAWS

The LESSEE acknowledges that no trade or occupation shall be conducted in the
Premises or use made thereof which will be unlawful, improper, noisy or
offensive, or contrary to any law or any municipal by-law or ordinance in force
in the city or town in which the Premises is situated.


                            SECTION 11 - FIRE INSURANCE

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

                               SECTION 12 - UTILITIES

The LESSOR shall provide and shall pay for all LESSEE'S water and sewer use
charges and reasonable heating and air-conditioning during the normal heating
and cooling season between the hours of 8:00 A.M. and 6:00 P.M., during normal
business days.  The normal cooling season shall be from April 15th to October
1st of any given year.  Normal business days are all days except Saturday,
Sunday, New Year's Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day,
Christmas Day (and the following day when any such day occurs on Sunday) and 
such other days as LESSOR presently or in the future recognizes as holidays 
for LESSOR'S general office staff. In addition, LESSOR agrees to furnish 
elevator service and to light passageways and stairways during business 
hours, and to furnish such cleaning service as is customary in similar 
buildings in said city or town, all subject to interruption due to any 
accident, to the making of repairs, alterations or improvements, to labor 
difficulties, to trouble in obtaining fuel, electricity, service or supplies 
from the sources from which they are usually obtained for said building, or 
to causes beyond


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LESSOR'S control.  If LESSEE shall require air-conditioning, heating or
ventilation outside the hours and days above specified, LESSOR shall furnish
such service and LESSEE shall pay therefor such charges as may from time to time
be in effect.  In the event LESSEE introduces into the Premises personnel or
equipment which overloads the capacity of the building system or in any other
way interferes with the system's ability to perform adequately its proper
functions, supplementary systems may if and as needed at LESSOR'S option, be
provided by LESSOR, at LESSEE'S expense.


                              SECTION 13 - ELECTRICAL

LESSOR shall purchase and receive electric current for the Premises directly
from the public utility company serving the building and LESSEE shall permit
LESSOR'S existing wires, risers, conduits and other electrical equipment of
LESSOR to be used for such purposes.  LESSOR shall not in any way be liable or
responsible to LESSEE for any loss or damage or expense which LESSEE may sustain
or incur if, during the term of this Lease, either the quantity or character of
electric current is changed or electric current is no longer available or
suitable for LESSEE'S requirements due to a factor or cause beyond LESSOR'S
control.  LESSOR at LESSEE'S expense, shall purchase and install all lamps,
tubes, bulbs, starters and ballasts.

Section 13 of this Lease shall apply until such time as LESSOR separately meters
LESSEE'S suite.  Thereupon, LESSEE shall be responsible to purchase its own
light and plug electric.


                          SECTION 14 - ADDITIONAL CHARGES

Should LESSEE fail to pay when due, any sums under this Lease designated as an
additional charge, LESSOR shall have the same rights and remedies as LESSOR has
hereunder, for failure to pay rent as provided for in Section 23 of this Lease.


                        SECTION 15 - MAINTENANCE OF PREMISES

The LESSEE agrees to maintain the Premises in the same condition as existed at
the commencement of the term or as they may be improved during the term of this
Lease, reasonable wear and tear, damage by fire and other casualty only
excepted, and whenever necessary, to replace plate glass and other glass
therein, acknowledging that the Premises are now in good order and the glass
whole.  The LESSEE shall not permit the Premises to be overloaded, damaged,
stripped, or defaced, nor suffer any waste.  LESSEE shall obtain written consent
of LESSOR before erecting any sign on the Premises.  LESSEE shall be responsible
for the cost of repairs which may be made necessary by reason of damage to
common areas in the building by LESSEE, LESSEE'S independent contractors, or
LESSEE'S invitees.  If repairs are required to be made by LESSEE pursuant to the
terms hereof, LESSOR may demand that LESSEE make the same forthwith, and if
LESSEE refuses or neglects to commence such repairs and complete the same with
reasonable dispatch after such demand, LESSOR may (but shall not be required to)
make or cause such repairs to be made and shall not be responsible to LESSEE
for any loss or damage that may occur to LESSEE'S stock or business by reason
thereof.  If LESSOR makes or causes such repairs to be made, LESSEE agrees that
LESSEE shall forthwith on demand, pay to LESSOR the cost thereof as an 
additional charge.


                            SECTION 16 - ALTERATIONS

The LESSEE shall not make any structural alterations or additions to the 
Premises, but may make non-structural alterations provided the LESSOR 
consents thereto in writing, which consent shall not be unreasonably withheld 
or delayed. All such allowed alterations shall be at LESSEE'S 

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sole cost and expense and shall be of such quality at least equal to the present
construction.  LESSEE shall not permit any mechanics' liens, or similar liens,
to remain upon the Premises for labor and material furnished to LESSEE or
claimed to have been furnished to LESSEE in connection with work or any
character performed or claimed to have been performed at the direction of LESSEE
and shall cause any such lien to be released of record forthwith without cost to
LESSOR.  Any alterations or improvements made by the LESSEE shall become the
property of the LESSOR at the termination of occupancy as provided herein.


                          SECTION 17 - LESSOR'S LIABILITY

LESSEE specifically agrees to look solely to LESSOR'S then equity interest in
the Property at the time owned, for recovery of any judgment from LESSOR; it
being specifically agreed that neither LESSOR (original or successor) nor anyone
claiming under the LESSOR, shall ever be personally liable for any such
judgment, or for the payment of any monetary obligation to LESSEE.

LESSOR being self-insured for Comprehensive General Liability, LESSEE would look
to LESSOR to maintain sufficient equity to satisfy its obligations not to exceed
amounts equal to those required of LESSEE for such coverage and evidence of
same.


                           SECTION 18 - LESSOR'S SERVICES

With respect to any services to be furnished by LESSOR to LESSEE, LESSOR shall
in no event be liable for failure to furnish the same when prevented from doing
so by strike, lockout, breakdown, accident, order or regulation of or by any
governmental authority, or failure of supply, or inability by the exercise of
reasonable diligence to obtain supplies, parts or employees necessary to furnish
such services, or because of war or other emergency, or for any cause due to any
act or neglect of LESSEE or LESSEE'S servants, agents, employees, licensees or
any person claiming by, through or under LESSEE.


                                SECTION 19 - DAMAGES

In no event shall LESSOR ever be liable to LESSEE for any indirect or
consequential damages suffered by LESSEE from whatever cause.


                     SECTION 20 - LESSEE'S LIABILITY INSURANCE

The LESSEE shall maintain with respect to the Premises and the Property of which
the Premises are a part, comprehensive public liability insurance in the amounts
of $1,000,000.00/$1,000,000.00, with property damage insurance in limits of
$1,000,000.00, in responsible companies qualified to do business in New
Hampshire and in good standing therein, insuring the LESSOR as well as the
LESSEE against injury to persons or damage to property as provided.  The LESSEE
shall deposit with the LESSOR, prior to the Commencement Date of the term of
this Lease, certificates for such insurance, and thereafter within thirty (30)
days prior to the expiration of any such policies.  All such insurance
certificates shall provide that such policies shall not be cancelled without at
least ten (10) days prior written notice to each insured named therein.


                         SECTION 21 - INSURABLE DAMAGES

LESSOR shall not be liable for any damage insurable by LESSEE to LESSEE'S 
fixtures, merchandise or property regardless of cause and LESSEE hereby 
releases LESSOR from same. LESSEE shall not be liable for any damage 
insurable by LESSOR to the Premises, regardless of cause and LESSOR hereby 
releases LESSEE from same.


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                    SECTION 22 - FIRE, CASUALTY, EMINENT DOMAIN

Should a substantial portion of the Premises, or of the Property of which the
Premises are a part, be damaged by fire or other casualty, or be taken by
eminent domain, the LESSOR may elect to terminate this Lease.  When such fire,
casualty, or taking renders the Premises substantially unsuitable for LESSEE'S
intended use, a just and proportionate abatement of rent shall be made, and the
LESSEE may elect to terminate this Lease if: (a) the LESSOR fails to give
written notice within ninety (90) days of its intention to restore the Premises,
or (b) the LESSOR fails to restore the Premises to a condition substantially
suitable for LESSEE'S intended use within one hundred twenty (120) days of said
fire, casualty or taking.  The LESSOR reserves, and the LESSEE grants to the
LESSOR, all rights which the LESSEE may have for damages or injury to the
Premises for any taking by eminent domain, except for damage to LESSEE'S
fixtures, property or equipment.


                          SECTION 23 - DEFAULT, BANKRUPTCY

If at any time subsequent to the date of this Lease, any one or more of the 
following events (herein referred to as a default of LESSEE) shall occur: (a) 
LESSEE shall fail to pay the installment of rent, escalation charge or other 
charges hereunder when due, and such failure shall continue for three (3) 
full business days after notice has been given to LESSEE from LESSOR; (b) 
LESSEE shall default in the observance or performance of any other of the 
LESSEE'S covenants, agreements, or obligations hereunder and such default 
shall not be corrected within thirty (30) days after such notice thereof; (c) 
LESSEE shall be declared bankrupt or insolvent according to law; or (d) if 
any assignment shall be made of LESSEE'S property for the benefit of 
creditors, then the LESSOR shall have the right thereafter, while such 
default continues, to re-enter and take complete possession of the Premises, 
to declare the term of this Lease ended, and to remove the LESSEE'S effects, 
without prejudice to any remedies which might be otherwise used for arrears 
of rent or other default.  The LESSEE shall indemnify the LESSOR against all 
loss of rent and other payments which the LESSOR may incur by reason of such 
termination during the remainder of the term. If the LESSEE should default, 
after reasonable notice thereof, in the observance or performance of any 
conditions or covenants on LESSEE'S part to be observed or performed under or 
by virtue of any of the provisions in any section of this Lease, the LESSOR, 
without being under any obligation to do so and without thereby waiving such 
default, may remedy such default for the account and at the expense of the 
LESSEE.  If the LESSOR makes any expenditures or incurs any obligations for 
the payment of money in connection therewith, including but not limited to 
reasonable attorney's fees in instituting, prosecuting or defending any 
action or proceeding, any such sums paid or obligations incurred, shall 
accrue interest at the rate of eighteen percent (18%) per annum, and all 
costs shall be paid to the LESSOR by the LESSEE, as additional rent.

                                SECTION 24 - NOTICE

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

Any notice from the LESSEE to the LESSOR relating to the Premises or to the 
occupancy thereof, shall be deemed duly served if mailed to the LESSOR at 
Braintree Hill Office Park, 50 Braintree Hill Park, Braintree, MA 02184, or 
to such other address as the LESSOR may from time to time advise in writing.


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                               SECTION 25 - SURRENDER

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


                             SECTION 26 - HOLDING OVER

Any holding over by LESSEE after the expiration of the term of this Lease shall
be treated as a daily Tenancy At Sufferance, at a rate equal to two (2) times
the rent plus escalation charges and other charges herein provided (prorated on
a daily basis) and shall otherwise be on the same terms and conditions as set
forth in this Lease, where the same may be applicable.


                             SECTION 27 - RIGHT TO MOVE

The LESSOR reserves the right to move the LESSEE and if LESSOR so requests,
LESSEE shall vacate the Premises and relinquish its right with respect to the
same, provided that LESSOR provides to LESSEE, space within the complex commonly
known as Nashua Office Park, Nashua, NH.

Such space shall be reasonably comparable in size, layout, finish and utility to
the existing Premises, and further provided that LESSOR shall, at its sole cost
and expense, move the LESSEE and its removable property from the Premises to
such new space in such a manner as will minimize, to the greatest extent
practicable, undue interference with the business or operations of LESSEE.  Any
such space shall from and after such relocation, be treated as the Premises
demised under this Lease, and shall be occupied by LESSEE under the same terms,
provisions and conditions as are set forth in this Lease.


                         SECTION 28 - RULES AND REGULATIONS

The LESSEE will observe and comply with the Rules and Regulations as attached
hereto and made a part hereof, including revisions and additions as the LESSOR
may from time to time institute.

                           SECTION 29 - NOT TO INVALIDATE

      If any term or provision of this Lease, or the application thereof to 
any person or circumstance shall, to the extent be invalid or unenforceable, 
the remainder of this Lease, or the application of such term of provision to 
persons or circumstances other than those as to which it is held invalid or 
unenforceable, shall not be affected hereby, and each term and provision of 
this Lease shall be valid and enforced to the fullest extent permitted by law.


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                            SECTION 30 - QUIET ENJOYMENT

LESSEE, subject to the terms and provisions of this Lease, on payment of the
rent and escalation charges and observing, keeping and performing all of the
other terms and provisions of this Lease on LESSEE'S part to be observed, kept
and performed, shall lawfully, peaceably and quietly have, hold, occupy and
enjoy the Premises during the term hereof, without hindrance or ejection by any
persons lawfully claiming under LESSOR to have title to the Premises superior to
LESSOR.


                       SECTION 31 - ASSIGNMENT AND SUBLETTING

The LESSEE shall not assign or sublet the whole or any portion of the Premises
without LESSOR'S prior written consent, which consent shall be at the sole
discretion of LESSOR.  Any increase in the rent resulting from the permitted
subletting will be due and payable to the LESSOR.  The foregoing restrictions
shall not be applicable to any assignment of this Lease or a subletting of the
Premises by LESSEE to a subsidiary wholly-owned by LESSEE, or controlling
operation, the stock in which is wholly-owned by the stockholders of LESSEE.  It
shall be a condition of the validity of any assignment, whether with the consent
of LESSOR or to a subsidiary or controlling corporation, that the assignee
agrees directly with LESSOR, to be bound by all the obligations of LESSEE
hereunder including, without limitation, the covenant against further assignment
and subletting.  No assignment or subletting shall relieve LESSEE from its
obligations hereunder and LESSEE shall remain fully and primarily liable
therefor.  If this Lease shall be assigned, or if the Premises or any portion
thereof shall be sublet or occupied by anyone other than LESSEE, LESSOR may, at
any time and from time to time, collect rent and other charges from the
assignee, sublessee or occupant, and apply the net amount collected to the rent
and other charges herein reserved, but no such assignment, subletting, occupancy
or collection shall be deemed a waiver of this covenant, or the acceptance of
the assignee, sublessee or occupant as a lessee, or a release of LESSEE or any
successor from obtaining the express consent in writing of LESSOR, to any
further assignment or subletting.  No assignment or subletting and no use of the
Premises by a subsidiary wholly-owned by LESSEE or controlling corporation of
LESSEE shall affect permitted uses.

Notwithstanding the provisions of the above, any proposed assignee or sublessee
submitted to the LESSOR for approval must have the same or greater financial
strength as LESSEE.  If LESSEE shall request permission to assign this Lease or
sublet the Premises or any part thereof to any person other than a subsidiary
wholly-owned by LESSEE or controlling corporation, the stock of which is
wholly-owned by the stockholders of LESSEE, LESSEE shall, together with such
request for consent thereto, inform LESSOR of the rental and other amounts to be
paid by such assignee or sublessee, the term of any subletting and the financial
information required by LESSOR to make the determination required by the first
sentence of this paragraph.

LESSOR shall have the right to terminate this Lease, provided that LESSOR shall
exercise such right within forty-five (45) days of its receipt of LESSEE'S
request for such consent and provided further, that LESSEE shall
have the right to withdraw its request for such consent within fifteen
(15) days after its receipt of such notice from LESSOR, in which event
such notice of termination shall become null and void.  If this Lease
shall be terminated pursuant to the provisions of the immediately preceding 
sentence, such termination shall become effective upon the last day of the 
calendar month next following LESSOR'S giving notice of termination. Upon 
LESSEE'S vacating the Premises in accordance with this Lease, LESSOR shall 
refund all unearned rent and other payments made by LESSEE.


<PAGE>
Page 11

                              SECTION 32 - SUBORDINATE

This Lease shall be subject and subordinate to any and all mortgages, deeds of
trust and other instruments in the nature of a mortgage, now or at any time
hereafter, a lien or liens on the Property of which the Premises are a part and
the LESSEE shall, when requested, promptly execute and deliver such written
instruments as shall be necessary to show the subordination of this Lease to
said mortgages, deeds of trust or other such instruments in the nature of
mortgage, and LESSEE hereby appoints such holder as LESSEE'S attorney-in-fact to
execute such subordination agreement upon default of LESSEE in complying with
such holder's request.

                            SECTION 33 - LESSOR'S ACCESS

The LESSOR or agents of the LESSOR may, at reasonable times, enter to view the
Premises and may remove placards and signs not approved and affixed as herein
provided, and make repairs and alterations as LESSOR should elect to do and may
show the Premises to others, and at any time within three (3) months prior to
the expiration of the term, may affix to any suitable part of the Premises a
notice for letting or selling the Premises or Property of which the Premises are
a part and keep the same so affixed without hindrance or molestation.


                     SECTION 34 - INDEMNIFICATION AND LIABILITY

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


                             SECTION 35 - LESSEE'S RISK

To the maximum extent this agreement may be made effective according to law,
LESSEE agrees to use and occupy the Premises and to use such other portions of
the building as LESSEE is herein given the right to use at LESSEE'S own risk;
and LESSOR shall have no responsibility or liability for any loss of or damage
to LESSEE'S removable property.  The provisions of this section shall be
applicable from and after the execution of this Lease and until the end of the
term of this Lease, and during such further period as LESSEE may use or be in
occupancy of any part of the Premises or of the building.


                     SECTION 36 - INJURY CAUSED BY THIRD PARTY

To the maximum extent this agreement may be made effective according to law,
LESSEE agrees that LESSOR shall not be responsible or liable to LESSEE or to
those claiming by, through or under LESSEE, for any loss or damage that may be
occasioned by or through the acts or omissions of persons occupying adjoining
premises or any part of the premises adjacent to or connecting with the Premises
or any part of the Property or otherwise.


                     SECTION 37 - LESSEE'S REMOVABLE PROPERTY

All articles of personal property and all business fixtures, machinery and 
equipment and furniture owned or installed by LESSEE solely at its expense in 
the Premises (LESSEE'S removable property) shall remain the property of the 
LESSEE and may be removed by LESSEE at any time prior to the expiration of 
this Lease, provided that LESSEE, at its expense, shall repair any damage to 
the building caused by such removal or installation.


<PAGE>
Page 12

                                SECTION 38 - WAIVER

Failure on the part of LESSOR or LESSEE to complain of any action or non-action
on the part of the other, no matter how long the same may continue, shall never
be a waiver by LESSOR or LESSEE, respectively, of any of the other's rights
hereunder.  Further, no waiver at any time of any of the provisions hereof by
LESSOR or LESSEE shall be construed as a waiver of any of the other provisions
hereof, and a waiver at any time of any of the provisions shall not be construed
as a waiver at any subsequent time of the same provisions.  The consent or
approval of LESSOR or LESSEE to or of any action by the other requiring such
consent or approval shall not be construed to waive or render unnecessary
LESSOR'S or LESSEE'S consent or approval to or of any subsequent similar act by
the other.

No payment by LESSEE, or acceptance by LESSOR, of a lesser amount than shall be
due from LESSEE to LESSOR shall be treated otherwise than as a payment on
account.  The acceptance by LESSOR of a check for a lesser amount with an
endorsement or statement thereon, or upon any letter accompanying such check,
that such lesser amount is payment in full, shall be given no effect, and LESSOR
may accept such check without prejudice to any other rights or remedies which
LESSOR may have against LESSEE.


                              SECTION 39 - CONTINGENCY

In addition, notwithstanding anything contained herein to the contrary, it is
hereby understood and agreed that this Lease Agreement is contingent upon the
existing tenant in the Building who has a Right of First Refusal on the Premises
demised hereunder refusing said space.  In the event said existing tenant does
not refuse such space and elects to lease same, this Lease Agreement shall
become null and void and of no further force or effect.


                       SECTION 40 - LESSEE'S RIGHT TO EXPAND

In the event LESSEE has not been in default of any of the terms, conditions and
covenants of this Lease Agreement and any Amendments made hereto during the term
hereof, LESSEE shall have the right, to lease additional space from the LESSOR
within Nashua Office Park, Nashua, NH, subject to availability and further
subject, but not limited to, the following terms and conditions:

     1.   LESSEE'S additional space requirement must be a minimum of 717 square
     feet (hereinafter referred to as the "Expansion Space").

     2.   LESSEE must notify LESSOR in writing of its additional space
     requirements no less than thirty (30) days prior to the date LESSEE desires
     such Expansion Space.

     3.   LESSEE must occupy said Expansion Space and the Premises demised
     hereunder for a term of no less than two (2) years.

     4.   Rent for said Expansion Space shall be at the then current market rent
     rate.  Notwithstanding the foregoing, in the event the term of this Lease
     is extended pursuant to Subsection 3 hereinabove, then rent for the 
     Expansion Space and the Premises demised hereunder shall be adjusted to 
     reflect the then current market rent rate effective on the commencement 
     date of such extended term.

It is hereby agreed between the parties that immediately following LESSOR'S 
receipt of LESSEE'S notice indicating its desire to lease Expansion Space, 
and once such Expansion Space has been located by LESSOR, LESSOR AND LESSEE 
shall enter into a mutually acceptable Amendment to this Lease setting forth 
the terms and provisions set forth hereinabove.

<PAGE>
Page 13

                   SECTION 41 - LESSEE'S RIGHT OF TERMINATION

In the event LESSEE desires to lease from LESSOR Expansion Space pursuant to the
terms and conditions described in Section 40 hereinabove, and in the event
LESSOR is unable to provide such Expansion Space due to unavailability of such
Expansion Space within Nashua Office Park, then LESSEE shall have the right to
terminate this Lease exercisable only after the first (1st) full year of the
term of this Lease, provided LESSEE gives LESSOR ninety (90) days prior written
notice.

Notwithstanding the foregoing, in the event the LESSEE exercises the
aforementioned termination right, Rent, Additional Rent, and all other charges
will be due and payable until the later of (i) the date LESSEE fully vacates the
Premises or (ii) the date which is ninety (90) days following LESSOR'S receipt
of LESSEE'S notice.


                         SECTION 42 - FINANCIAL INFORMATION

It is hereby agreed that prior to the execution of this document by LESSOR,
LESSEE shall furnish to LESSOR, a financial statement, credit reference or
similar documentation certifying LESSEE'S financial standing.


                       SECTION 43 - WHEN LEASE BECOMES BINDING

The submission of this document for examination and negotiation does not
constitute an offer to lease, or a reservation of, or option for the Premises,
and this document shall become effective and binding only upon the execution and
delivery thereof by both LESSOR and LESSEE, regardless of any written or verbal
representation of any agent, manager or other employee of LESSOR to the
contrary.  All negotiations, consideration, representations and understandings
between LESSOR and LESSEE are incorporated herein and this Lease expressly
supercedes any proposals or other written documents relating hereto.  This Lease
may be modified or altered only by written agreement between LESSOR and LESSEE,
and no act or omission of any employee or agent of LESSOR shall alter, change or
modify any of the provisions thereof.


IN WITNESS WHEREOF, the LESSOR and LESSEE have hereunto set their hands and 
common seals this 2nd day of March, 1992.

                                       LESSOR Thomas J. Flatley d/b/a
                                              The Flatley Company

/s/ Bonnie J. Frazier                         /s/ Richard P. Rourke
------------------------------                -------------------------------
WITNESS                                       By  Richard P. Rourke
                                              Its Senior Vice President
                                                  Authorized Agent


                                       LESSEE IntelliLink, Inc.

/s/ [ILLEGIBLE]                               /s/ A.K. Crozier
------------------------------                -------------------------------
WITNESS                                       By  A.K. Crozier
                                              Its President


                                              Duly Authorized

<PAGE>

COMMONWEALTH OF MASSACHUSETTS    )
                                 )     SS.
COUNTY OF NORFOLK                )

                                       March 2, 1992.

     Then personally appeared Richard P. Rourke to me known to be the individual
who acknowledged himself to be the Senior Vice President/Authorized Agent of The
Flatley Company, LESSOR, and that he, as such, being authorized to do so,
executed the foregoing instrument and acknowledged the execution thereof to be
his free act and deed for the purposes therein contained.

          IN WITNESS WHEREOF, I hereunto set my hand and official seal at
Norfolk County, Braintree, Massachusetts, this 2nd day of March, 1992.


                                       /s/ [ILLEGIBLE]
                                       -----------------------------
                                       Notary Public
                                       My commission expires: 7/2/93

STATE OF MASSACHUSETTS        )
                              )        SS.
COUNTY OF MIDDLESEX           )

                                       2/21/92, 1992.

     Then personally appeared A.K. Crozier to me known to be the individual who 
acknowledged himself to be the President of IntelliLink, Inc., LESSEE, and 
that he, as such, being authorized to do so, executed the foregoing 
instrument and acknowledged the execution thereof to be his free act and deed 
for the purposes therein contained.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal at 
Middlesex County, Concord, Massachusetts this 21st day of February, 1992.


                                       /s/ [ILLEGIBLE]
                                       --------------------------------
                                       Notary Public
                                       My Commission expires: 4/13/95


<PAGE>

                               RULES AND REGULATIONS


1.   The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors and halls shall not be obstructed or encumbered by any
LESSEE, nor shall they be used for any purpose other than ingress and egress to
and from the Premises.  LESSOR shall keep the sidewalks and curbs directly in
front of said Premises, clean and free from ice and snow.

2.   No awnings or other projections shall be attached to the outside walls of
the building without the prior written consent of the LESSOR.  No curtains,
blinds, shades or screens shall be attached to, hung in, or used in connection
with, any window or door of the Premises, without the prior written consent of
the LESSOR.  Any such awnings, projections, curtains, blinds, shades, screens or
other fixtures used by LESSEE (if given the prior written consent of the LESSOR
for such use), shall be of a quality, type, design and color, attached in a
manner approved by the LESSOR.

3.   A building directory will be maintained in the main lobby of the building
at the expense of the LESSOR and the number of such listings shall be at the
sole discretion of the LESSOR.  No sign, advertisement, notice or other
lettering shall be exhibited, inscribed, painted or affixed by any LESSEE on any
part of the outside or inside of the Premises or building, without the prior
written consent of the LESSOR.  In the event of violation of the foregoing by
any LESSEE, LESSOR may remove same without any liability and may charge the
expense incurred by such removal to any LESSEES violating this rule.  Interior
signs on doors and directory tablet shall be inscribed, painted or affixed for
each LESSEE, at LESSEE'S expense and shall be of a size, color and style
acceptable to the LESSOR.

4.   The sashes, sash doors, skylights, windows and doors that reflect or admit
light and air into the halls, passageways or other public places in the building
shall not be covered or obstructed by any LESSEE, nor shall any bottles, parcels
or other articles be placed on the windowsills.

5.   No show cases or other articles shall be put in front of, or affixed to any
part of the exterior of the building, nor placed in the halls, corridors,
vestibules or fire escapes, without the prior written consent of the LESSOR.

6.   The water and wash closets and other plumbing fixtures shall not be used
for any purposes other than those for which they were constructed, and no
sweepings, rubbish, rags or other substances shall be thrown therein.  All
damages resulting from any misuses of the fixtures shall be borne by the LESSEE
who, or whose servants, employees, agents, visitors, or licensees, shall have
caused same.

7.   No LESSEE shall mark, paint, drill into, or in any way deface any part of
the Premises or the building of which they form a part.  No boring, cutting or
stringing of wires shall be permitted, except with the prior written consent of
LESSOR, and as the LESSOR may direct.  No LESSEE shall lay linoleum, or other
similar floor covering, so that the same shall come in contact with the floor of
the Premises, and, if linoleum or other similar floor covering is desired to be
used, an interlining of builder's deadening felt shall be first affixed to the
floor by a paste or other material, soluble in water, the use of cement or other
similar adhesive material being expressly prohibited.


8.   No bicycles, vehicles or animals of any kind shall be brought in or kept
about the Premises, and no cooking shall be done or permitted by LESSEE on said
Premises.  No LESSEE shall cause or permit any unusual or objectionable odors 
to be produced upon or permeate from the Premises.


<PAGE>
Page  2

9.   No space in the building, except as provided in individual Leases, shall be
used for manufacturing, for the storage of merchandise, or for the sale of
merchandise, goods or property of any kind at auction.

10.  No LESSEE shall make, or permit to be made, any unsettling or disturbing
noises or disturb or interfere with occupants of this or neighboring buildings
or premises' or those having business with them, whether by the use of any
musical instrument, radio, talking machine, unmusical noise, whistling, singing,
or in any other way.  No LESSEE shall throw anything out of doors, windows,
skylights or down the passageways.

11.  No LESSEE, nor any of LESSEE'S servants, employees, agents, visitors or
licensees, shall at any time bring or keep upon the Premises any flammable,
combustible or explosive fluid, chemical and substance.

12.  No additional locks or bolts of any kind shall be placed upon any of the
doors or windows by any LESSEE, nor shall any changes be made in existing locks
or the mechanism thereof.  Each LESSEE must, upon the termination of his
tenancy, return to the LESSOR, all keys for stores, offices and toilet rooms,
either furnished to, or otherwise procured by, such LESSEE, and in the event of
the loss of any keys so furnished, such LESSEE shall pay the LESSOR the cost
thereof.

13.  All removals, or the carrying in or out of any safes, freight, furniture or
bulky matter of any description must take place during the hours which the
LESSOR or its agents may determine from time to time.  The LESSOR reserves the
right to inspect all freight to be brought into the building and to exclude from
the building, all freight which violates any of these Rules and Regulations or
the Lease of which these Rules and Regulations are a part.

14.  No LESSEE shall occupy or permit any portion of the Premises leased to him
to be occupied for the possession, storage, manufacture or sale of liquor,
narcotics, or dope, or as a barber or manicure shop.

15.  LESSOR shall have the right to prohibit any advertising by any LESSEE
which, in LESSOR'S opinion, tends to impair the reputation of the building or
its desirability as a building for offices, and upon written notice from LESSOR,
LESSEE shall refrain from or discontinue such advertising.  LESSEE shall not use
the name of the building or its owner in any advertising without the express
written consent of the LESSOR.

16.  No LESSEE shall install or permit the installation or use of any machines
dispensing goods for sale, including without limitation, foods, beverages,
cigarettes or cigars.  No food or beverage shall be carried in the public halls
and elevators of the buildings, except in closed containers.

17.  The Premises shall not be used for lodging or sleeping or for any immoral
or illegal purpose.

18.  Canvassing, soliciting and peddling in the building is prohibited and each
LESSEE shall cooperate to prevent the same by notifying the LESSOR.  LESSOR
reserves the right to inspect any parcel or package being removed from the
building by LESSEE, its employees, representatives and business invitees.

19.  There shall not be used in any space or in the public halls of any 
building, either by a LESSEE or by jobbers or others in the delivery of or 
receipt of merchandise, any hand trucks, except those equipped with rubber 
tires and side guards.

<PAGE>

                                     EXHIBIT "A"
                                     Floor Plan

                               [GRAPHIC OF FLOOR PLAN]





<PAGE>

                                    EXHIBIT "B"

                            Description of LESSOR'S Work

LESSOR shall construct LESSEE'S Premises in accordance with a mutually agreed 
upon floor plan.

<PAGE>
                                THE FLATLEY COMPANY

                          STANDARD FORM OF COMMERCIAL LEASE

                              SUBMISSION NOT AN OPTION

THE SUBMISSION OF THIS LEASE FOR EXAMINATION AND NEGOTIATION DOES NOT CONSTITUTE
AN OFFER TO LEASE, A RESERVATION OF, OR OPTION FOR THE PREMISES AND SHALL VEST
NO RIGHT IN ANY PARTY.  TENANT OR ANYONE CLAIMING UNDER OR THROUGH TENANT SHALL
HAVE THE RIGHTS TO THE PREMISES AS SET FORTH HEREIN AND THIS LEASE BECOMES
EFFECTIVE AS A LEASE ONLY UPON EXECUTION, ACKNOWLEDGEMENT AND DELIVERY THEREOF
BY LANDLORD AND TENANT, REGARDLESS OF ANY WRITTEN OR VERBAL REPRESENTATION OF
ANY AGENT, MANAGER OR EMPLOYEE OF LANDLORD TO THE CONTRARY.


<PAGE>



                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION                                                                  PAGE
-------                                                                  ----
<S>       <C>                                                            <C>
SECTION   1 - PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . .  -1-
SECTION   2 - PREMISES . . . . . . . . . . . . . . . . . . . . . . . . .  -1-
SECTION   3 - TERM . . . . . . . . . . . . . . . . . . . . . . . . . . .  -1-
SECTION   3A - ADJUSTMENT OF TERM. . . . . . . . . . . . . . . . . . . .  -1-
SECTION   4 - COMMENCEMENT DATE. . . . . . . . . . . . . . . . . . . . .  -1-
SECTION   5 - RENT . . . . . . . . . . . . . . . . . . . . . . . . . . .  -2-
SECTION   5A - RENT COMMENCEMENT DATE. . . . . . . . . . . . . . . . . .  -2-
SECTION   6 - ABATEMENT OF RENT. . . . . . . . . . . . . . . . . . . . .  -2-
SECTION   7 - SECURITY DEPOSIT . . . . . . . . . . . . . . . . . . . . .  -2-
SECTION   8 - ADDITIONAL RENT. . . . . . . . . . . . . . . . . . . . . .  -2-
          Real Estate Taxes. . . . . . . . . . . . . . . . . . . . . . .  -2-
          Operating Expenses . . . . . . . . . . . . . . . . . . . . . .  -3-
SECTION   9 - USE . . . . . . . . . . . . . . . . . . . . . . . . . . .  -6-
SECTION   10 - COMPLIANCE WITH LAWS. . . . . . . . . . . . . . . . . . .  -6-
SECTION   11 - FIRE INSURANCE. . . . . . . . . . . . . . . . . . . . . .  -6-
SECTION   12 - UTILITIES . . . . . . . . . . . . . . . . . . . . . . . .  -6-
SECTION   13 - ELECTRICAL. . . . . . . . . . . . . . . . . . . . . . . .  -7-
SECTION   14 - ADDITIONAL CHARGES. . . . . . . . . . . . . . . . . . . .  -7-
SECTION   15 - MAINTENANCE OF PREMISES . . . . . . . . . . . . . . . . .  -7-
SECTION   16 - ALTERATIONS . . . . . . . . . . . . . . . . . . . . . . .  -7-
SECTION   17 - LESSOR'S LIABILITY. . . . . . . . . . . . . . . . . . . .  -8-
SECTION   18 - LESSOR'S SERVICES . . . . . . . . . . . . . . . . . . . .  -8-
SECTION   19 - DAMAGES . . . . . . . . . . . . . . . . . . . . . . . . .  -8-
SECTION   20 - LESSEE'S LIABILITY INSURANCE. . . . . . . . . . . . . . .  -8-
SECTION   21 - INSURABLE DAMAGES . . . . . . . . . . . . . . . . . . . .  -8-
SECTION   22 - FIRE, CASUALTY, EMINENT DOMAIN. . . . . . . . . . . . . .  -8-
SECTION   23 - DEFAULT, BANKRUPTCY . . . . . . . . . . . . . . . . . . .  -9-
SECTION   24 - NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . .  -9-
SECTION   25 - SURRENDER . . . . . . . . . . . . . . . . . . . . . . . . -10-
SECTION   26 - HOLDING OVER. . . . . . . . . . . . . . . . . . . . . . . -10-
SECTION   27 - RIGHT TO MOVE . . . . . . . . . . . . . . . . . . . . . . -10-
SECTION   28 - RULES AND REGULATIONS . . . . . . . . . . . . . . . . . . -10-
SECTION   29 - NOT TO INVALIDATE . . . . . . . . . . . . . . . . . . . . -10-



<PAGE>

<CAPTION>
SECTION                                                                   PAGE
-------                                                                   ----
<S>       <C>                                                             <C>
SECTION   30 - QUIET ENJOYMENT. . . . . . . . . . . . . . . . . . . . . . -11-
SECTION   31 - ASSIGNMENT AND SUBLETTING. . . . . . . . . . . . . . . . . -11-
SECTION   32 - SUBORDINATE. . . . . . . . . . . . . . . . . . . . . . . . -12-
SECTION   33 - LESSOR'S ACCESS. . . . . . . . . . . . . . . . . . . . . . -12-
SECTION   34 - INDEMNIFICATION AND LIABILITY. . . . . . . . . . . . . . . -12-
SECTION   35 - LESSEE'S RISK. . . . . . . . . . . . . . . . . . . . . . . -12-
SECTION   36 - INJURY CAUSED BY THIRD PARTY . . . . . . . . . . . . . . . -12-
SECTION   37 - LESSEE'S REMOVABLE PROPERTY. . . . . . . . . . . . . . . . -13-
SECTION   38 - WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . -13-
SECTION   39 - FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . -13-
SECTION   40 - LATE PAYMENT . . . . . . . . . . . . . . . . . . . . . . . -13-
SECTION   41 - CONFERENCE ROOM. . . . . . . . . . . . . . . . . . . . . . -14-
SECTION   42 - TERMINATING EXISTING LEASE . . . . . . . . . . . . . . . . -14-
SECTION   43 - WHEN LEASE BECOMES BINDING . . . . . . . . . . . . . . . . -14-
               Rules and Regulations. . . . . . . . . . . . . . . . . . . -17-
               Exhibit "A". . . . . . . . . . . . . . . . . . . . . . . . -19-
               Exhibit "B". . . . . . . . . . . . . . . . . . . . . . . . -20-
</TABLE>


<PAGE>


                              STANDARD COMMERCIAL LEASE


                                SECTION 1 - PARTIES


Thomas J. Flatley d/b/a The Flatley Company, LESSOR, which expression shall
include their heirs, successors and assigns where the context so admits, does
hereby lease to IntelliLink, Corp., LESSEE.


                                SECTION 2 - PREMISES

LESSEE, which expression shall include its successors, executors, 
administrators and assigns where the context so admits, does hereby lease the 
following described Premises: Suite Number 200, consisting of approximately 
2,365 square feet of space, and Suite Number 210, consisting of approximately 
2,275 square feet of space (hereinafter collectively referred to as the 
"Premises") and Storage Space Number 203, consisting of approximately 475 
square feet of space (hereinafter referred to as "Storage Space"), all 
located on the second (2nd) floor of Nashua Office Park, One Tara Boulevard, 
Nashua, NH 03062, as outlined on Exhibit "A" of this Lease, which also 
includes a 15% common area factor, together with the right to use in common, 
with others entitled thereto, the hallways, stairways and elevators, 
necessary for access to said Premises and lavatories nearest thereto.


                                  SECTION 3 - TERM

The term of this Lease shall be for three (3) years, commencing on the
Commencement Date (defined below), and terminating three (3) years immediately
thereafter, unless sooner terminated as herein provided.


                          SECTION 3A - ADJUSTMENT OF TERM

If the Commencement Date (defined below) is other than the first day of a
calendar month, this Lease shall continue in full force and effect for a period
of three (3) years from the first day of the calendar month next succeeding the
Commencement Date.


                           SECTION 4 - COMMENCEMENT DATE

The Commencement Date shall be the date the Premises are ready for occupancy. 
The Premises shall be deemed ready for occupancy on the first day as of which
LESSOR'S Work, as described on Exhibit "B-2" attached hereto and made a part
hereof, has been completed except for items of work (and, if applicable,
adjustment and fixtures) which can be completed after occupancy without causing
undue interference with LESSEE'S use of the Premises (i.e., so-called "punch
list" items) and LESSEE has been given notice thereof.  LESSOR shall complete as
soon as conditions permit, all "punch list" items and LESSEE shall afford LESSOR
access to the Premises for such purposes.

Notwithstanding the foregoing, if LESSEE'S personnel shall occupy all or any
part of the Premises for the conduct of its business prior to the Lease
Commencement Date as determined pursuant to the preceding paragraph, such date
of occupancy shall, for all intents and purposes of Lease Agreement, Lease
Commencement Date.

LESSOR and LESSEE agree to execute a Supplemental Agreement setting forth the
actual Occupancy and Term Dates, once the same have been established.


<PAGE>


                               SECTION 5 - RENT

The LESSEE agrees to pay to LESSOR, without deduction or offset, rent at the
following rate:

SIXTY-SIX THOUSAND ONE HUNDRED TWENTY AND 00/100 ($66,120.00) Dollars annually,
payable in advance on the first day of each month, in equal monthly installments
of FIVE THOUSAND FIVE HUNDRED TEN AND 00/100 ($5,510.00) Dollars, for the
Premises, and at that rate for any fraction of a month at the beginning of the
term; and

THREE THOUSAND EIGHT HUNDRED 00/100 ($3,800.00) Dollars annually, payable in
advance on the first day of each month, in equal monthly installments of THREE
HUNDRED SIXTEEN AND 67/100 ($316.67) Dollars, for Storage Space, and at that
rate for any fraction of a month at the beginning of the term..


                         SECTION 5A - RENT COMMENCEMENT DATE

The payment of rental shall commence upon the Commencement Date.


                            SECTION 6 - ABATEMENT OF RENT

It is understood and agreed that if for any reason whatsoever, the LESSOR does
not deliver possession of the Premises according to the terms of this Lease, the
rent shall be abated until such date as possession of the Premises is rendered
by the LESSOR.  In no event shall the LESSOR, its agents or employees be liable
in damages for failure to deliver possession under the terms of this Lease,
except for willful failure to do so.


                           SECTION 7 - SECURITY DEPOSIT

LESSOR hereby acknowledges that it is currently in receipt of a Security Deposit
in the amount of FIVE HUNDRED THIRTY-SEVEN AND 75/100 ($537.75) Dollars, which
shall be held as security for LESSEE'S performance as herein provided.  Said
Security Deposit shall be refunded to LESSEE at the end of this Lease, subject
to LESSEE'S satisfactory compliance with the conditions herein contained and set
forth.


                            SECTION 8 - ADDITIONAL RENT

In accordance with the following, LESSEE shall under the terms, conditions and
provisions hereinafter provided, pay to LESSOR as additional rent, the
following:

                                 REAL ESTATE TAXES

          1.  If real estate taxes upon the land and buildings (the "Property"),
          of which the Premises are a part, for any tax year exceed the real 
          estate base tax amount, whether by reason of an increase in either 
          the tax rate or the assessed valuation or both, LESSEE shall pay to 
          LESSOR as additional rent within ten (10) days after billing 
          therefor, an amount equal to the product of (a) such excess over the 
          base taxes and (b) the following fraction:

                          Square Footage of Lessee's Premises
                          -----------------------------------
                    Aggregate of All the Rentable Square Footage
           (whether or not rented or improved within the entire building)

          Effective April 1, 1993, LESSEE shall pay monthly, at the time when
          Rent payments are due hereunder, an amount equal to one-twelfth
          (1/12th) of the total of annual real estate

                                        -2-
<PAGE>

taxes (as estimated by LESSOR) due from LESSEE to LESSOR pursuant to this
Subsection 8.1. Promptly after the determination by any taxing authority of real
estate taxes upon the Building for each tax year, LESSOR shall make a
determination of the real estate taxes allocated to the Premises, and if the
aforesaid payments theretofore made for such tax year by LESSEE exceed the real
estate taxes allocated to the Premises, such overpayment shall be credited
against the payments thereafter to be made by LESSEE pursuant to this paragraph;
and if the real estate taxes allocated to the Premises for such tax year are
greater than such payments theretofore made on account for such tax year, LESSEE
shall within ten (10) days of written notice from the LESSOR make a suitable
payment to LESSOR.  Xerox copies of tax bills submitted by LESSOR with any such
statement shall be conclusive evidence of the amount of real estate taxes
charged, assessed or imposed.  After the full assessment year, the initial
monthly payment on account of the real estate taxes allocated to the Premises
shall be replaced each year by a payment which is one-twelfth (1/12th) of the
real estate taxes allocated to the Premises for the immediately preceding tax
year.

2.  For the purposes of this clause, the term "Tax Year" shall mean the 
twelve month period commencing on April lst (or any month as it may apply 
and/or change for the city, town or municipality tax period) immediately 
preceding the Commencement Date and each twelve month period thereafter 
during the term of this Lease.

3.  It is agreed by both parties that the Base Year as it applies to taxes 
for this Lease shall be April 1, 1992 - March 30, 1993.

4.  If any abatement, refund or rebate shall be subsequently made for any tax 
year, an appropriate adjustment shall be made in the amount payable from, or 
paid by LESSEE to LESSOR on account of said real estate taxes, after 
deducting the LESSOR'S expenses reasonably incurred in obtaining such 
abatement, refund or rebate and provided there is no existing default of 
LESSEE.  An appropriate adjustment will be made to the base tax year as a 
result of the foregoing.

5.  It some method or type of taxation replaces the current method of 
assessment of real estate taxes, or the type thereof, LESSEE agrees that it 
shall pay an equitable share of the same computation herein provided, to the 
end that LESSER'S share thereof shall be to the maximum extent practicable, 
comparable to that which LESSEE would bear under the foregoing provisions.

6.  If a tax (other than a Federal or State net income tax) is assessed on 
account of the rents or other charges payable by LESSEE to the LESSOR under 
this Lease, LESSEE agrees to pay the same within ten (10) days after billing 
therefor, unless applicable law prohibits the payment of such tax by LESSEE.  
LESSOR shall have the same rights and remedies for non-payment by LESSEE of 
any such amounts due on account of such taxes as LESSOR has hereunder, for 
the failure of LESSEE to pay rent as provided for in Section 23 of this Lease.


                               OPERATING EXPENSES

7.  The following is a list of all such items of operating expenditures as 
are within the meaning of "Operating Expenses" hereinafter set forth.  If, in 
any calendar year

                                        -3-

<PAGE>

          of the term of this Lease, LESSOR'S Operating Expenses exceed
          Operating Expenses for the calendar year 1992, LESSEE shall after
          notice as hereinafter provided, pay to LESSOR as additional rent, an
          amount equal to the product of (a) such excess multiplied by (b) a
          fraction involving the same numerator and denominator as is provided
          for in Subsection 8.1 of this Lease.

          8.  The expression "Operating Expenses" as used herein, shall mean 
          the aggregate cost or expenses reasonably incurred by LESSOR with 
          respect to the operation, administration, cleaning, repair, 
          maintenance and management of the Property, including without 
          limitation, those items enumerated hereinafter.  If during any 
          portion of the calendar year for which Operating Expenses are being 
          computed, less than 93% of the building's rentable area was 
          occupied by tenants, actual Operating Expenses incurred shall be 
          reasonably extrapolated by LESSOR on an item by item basis to the 
          estimated operating expenses that would have been incurred if the 
          building were at least 93% occupied for such year, and such 
          extrapolated amounts shall for the purposes hereof, be deemed to be 
          the Operating Expenses for such year.

          9.  Effective January 1, 1993, LESSEE shall pay monthly, at the 
          time when Rent payments are due hereunder, an amount equal to 
          one-twelfth (1/12th) of the total annual Operating Expenses (as 
          estimated by LESSOR) due from LESSEE to LESSOR pursuant to 
          Subsection 8.7 of this Lease.  Promptly after the end of each 
          calendar year thereafter, LESSOR shall make a determination of 
          LESSEE'S share of such Operating Expenses; and if the aforesaid 
          payments theretofore made for such period by LESSEE exceed LESSEE'S 
          share, such overpayment shall be credited against the payments 
          thereafter to be made by LESSEE pursuant to this Paragraph; and if 
          LESSEE'S share is greater than such payments theretofore made an 
          account for such period, LESSEE shall within thirty (30) days of 
          written notice from the LESSOR make a suitable payment to LESSOR.

          The initial monthly payment on account of the Operating Expense Charge
          shall be replaced after LESSOR'S determination of LESSEE'S share
          thereof for the preceding accounting period by a payment which is
          one-twelfth (1/12th) of LESSEE'S actual share thereof for the
          immediately preceding period, with adjustments as appropriate where
          such preceding period is less than a full twelve-month period.  LESSOR
          shall have the same rights and remedies for non-payment by LESSEE of
          any such amounts due on account of such Operating Expenses as LESSOR
          has hereunder, for the failure of LESSEE to pay rent as provided for
          in Section 23 of this Lease.

          10.  Without limitation, Operating Expenses shall include:

               a.  All expenses incurred by LESSOR or LESSOR'S agents which 
               shall be directly related to employment of personnel, including 
               amounts incurred for wages, salaries and other compensation for 
               services, payroll, social security, unemployment and similar 
               taxes, worker's compensation insurance, disability benefits, 
               pensions, hospitalization, retirement plans and group insurance, 
               uniforms and working clothes and the cleaning thereof, and 
               expenses imposed on LESSOR or LESSOR'S agents pursuant to any 
               collective bargaining agreement for the services of employees of 
               LESSOR or LESSOR'S agents in connection with the operation, 
               repair, maintenance, cleaning, management and protection of the 
               Property, and its mechanical


                                      -4-

<PAGE>

               systems including, without limitation, day and night 
               supervisors, property manager, accountants, bookkeepers, 
               janitors, carpenters, engineers, mechanics, electricians and 
               plumbers and personnel engaged in supervision of any of the 
               persons mentioned above; provided that, if any such employee 
               is also employed on other properties of LESSOR, such 
               compensation shall be suitably prorated among the Property 
               and such other properties.

               b.  The cost of services, utilities, materials and supplies 
               furnished or used in the operation, repair, maintenance, 
               cleaning, management and protection of the Property.
               
               c.  The cost of replacements for tools and other similar 
               equipment used in the repair, maintenance, cleaning and 
               protection of the Property; provided that, in the case of any 
               such equipment used jointly on other properties of LESSOR, 
               such costs shall be suitably prorated among the Property and 
               such other properties.

               d.   Where the Property is managed by LESSOR or an affiliate 
               of LESSOR, a sum equal to the amounts customarily charged by 
               management firms in the Boston area for similar properties 
               whether or not actually paid, or where otherwise managed, the 
               amounts accrued for management, together with amounts accrued 
               for legal and other professional fees relating to the 
               Property, but excluding such fees and commissions paid in 
               connection with services rendered for securing or renewing 
               leases and for matters not related to the normal 
               administration and operation of the building.

               e.   Premiums for insurance against damage or loss to the 
               building from such hazards as shall from time to time be 
               generally required by institutional mortgagors in the Boston 
               area for similar properties, including, but not by way of 
               limitation, insurance covering loss of rent attributable to 
               any such hazards, and public liability insurance.
               
               f.   Cost for electricity, water and sewer use charges, and 
               other utilities supplied to the Property and not paid for 
               directly by LESSEE.
               
               g.   Betterment assessments, provided the same are 
               apportioned equally over the longest period permitted by law.

               h.   Amounts paid to independent contractors for services, 
               materials and supplies furnished for the operation, repair, 
               maintenance, cleaning and protection of the Property.
               
               i.   Any capital expenditure made by LESSOR during the term 
               of this Lease, the total cost of which is not properly 
               includable in Operating Expenses for the operating year in 
               which it was made, shall nevertheless be included in such 
               Operating Expenses for the operating year in which it was 
               made, and Operating Expenses for each succeeding operating 
               year shall include the annual charge-off of such capital 
               expenditure.  Annual charge-off shall be determined by 
               dividing the original capital expenditure plus an interest 
               factor, reasonably determined by LESSOR, as being the 
               interest rate then being charged for long-term mortgages by 
               institutional lenders on


                                       -5-

<PAGE>

               "like" properties within the locality in which the building 
               is located, by the number of years of useful life of the 
               capital expenditure, and the useful life shall be determined 
               reasonably by LESSOR in accordance with generally accepted 
               accounting principles and practices in effect at the time of 
               making such expenditure.

                                  SECTION 9 - USE

The LESSEE shall use the Premises only for the purpose of general business 
offices.


                         SECTION 10 - COMPLIANCE WITH LAWS

The LESSEE acknowledges that no trade or occupation shall be conducted in the 
Premises or use made thereof which will be unlawful, improper, noisy or 
offensive, or contrary to any law or any municipal by-law or ordinance in 
force in the city or town in which the Premises is situated.


                            SECTION 11 - FIRE INSURANCE

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


                             SECTION 12 - UTILITIES

The LESSOR shall provide and shall pay for all LESSEE'S water and sewer use 
charges and reasonable heating and air-conditioning during the normal heating 
and cooling season between the hours of 8:00 A.M. and 6:00 P.M., during 
normal business days.  The normal cooling season shall be from April 15th to 
October lst of any given year.  Normal business days are all days except 
Saturday, Sunday, New Year's Day, Memorial Day, July 4th, Labor Day, 
Thanksgiving Day, Christmas Day (and the following day when any such day 
occurs on Sunday) and such other days as LESSOR presently or in the future 
recognizes as holidays for LESSOR'S general office staff.  In addition, 
LESSOR agrees to furnish elevator service and to light passageways and 
stairways during business hours, and to furnish such cleaning service as is 
customary in similar buildings in said city or town, all subject to 
interruption due to any accident, to the making of repairs, alterations or 
improvements, to labor difficulties, to trouble in obtaining fuel, 
electricity, service or supplies from the sources from which they are usually 
obtained for said building, or to causes beyond LESSOR'S control.  If LESSEE 
shall require air-conditioning, heating or ventilation outside the hours and 
days above specified, LESSOR shall furnish such service and LESSEE shall pay 
therefor such charges as may from time to time be in effect.  In the event 
LESSEE introduces into the Premises personnel or equipment which overloads 
the capacity of the building system or in any other way interferes with the 
system's ability to perform adequately its proper functions, supplementary 
systems may if and as needed at LESSOR'S option, be provided by LESSOR, at 
LESSEE'S expense.

                                      -6-

<PAGE>
                              SECTION 13 - ELECTRICAL

LESSEE shall purchase and receive electric current for the Premises directly
from the public utility company serving the building and LESSEE shall permit
LESSOR'S existing wires, risers, conduits and other electrical equipment of
LESSOR to be used for such purposes.  LESSOR shall not in any way be liable or
responsible to LESSEE for any loss or damage or expense which LESSEE may sustain
or incur if, during the term of this Lease, either the quantity or character of
electric current is changed or electric current is no longer available or
suitable for LESSEE'S requirements due to a factor or cause beyond LESSOR'S
control.  LESSOR at LESSEE'S expense, shall purchase and install all lamps,
tubes, bulbs, starters and ballasts.


                          SECTION 14 - ADDITIONAL CHARGES

Should LESSEE fail to pay when due, any sums under this Lease designated as an
additional charge, LESSOR shall have the same rights and remedies as LESSOR has
hereunder, for failure to pay rent as provided for in Section 23 of this Lease.


                        SECTION 15 - MAINTENANCE OF PREMISES

The LESSEE agrees to maintain the Premises in the same condition as existed at
the commencement of the term or as they may be improved during the term of this
Lease, reasonable wear and tear, damage by fire and other casualty only
excepted, and whenever necessary, to replace plate glass and other glass
therein, acknowledging that the Premises are now in good order and the glass
whole.  The LESSEE shall not permit the Premises to be overloaded, damaged,
stripped, or defaced, nor suffer any waste.  LESSEE shall obtain written consent
of LESSOR before erecting any sign on the Premises.  LESSEE shall be responsible
for the cost of repairs which may be made necessary by reason of damage to
common areas in the building by LESSEE, LESSEE'S independent contractors, or
LESSEE'S invitees.  If repairs are required to be made by LESSEE pursuant to the
terms hereof, LESSOR may demand that LESSEE make the same forthwith, and if
LESSEE refuses or neglects to commence such repairs and complete the same with
reasonable dispatch after such demand, LESSOR may (but shall not be required to)
make or cause such repairs to be made and shall not be responsible to LESSEE for
any loss or damage that may occur to LESSEE'S stock or business by reason
thereof.  If LESSOR makes or causes such repairs to be made, LESSEE agrees that
LESSEE shall forthwith on demand, pay to LESSOR the cost thereof as an
additional charge.


                              SECTION 16 - ALTERATIONS

The LESSEE shall not make any structural alterations or additions to the
Premises, but may make non-structural alterations provided the LESSOR consents
thereto in writing, which consent shall not be unreasonably withheld or delayed.
All such allowed alterations shall be at LESSEE'S sole cost and expense and
shall be of such quality at least equal to the present construction.  LESSEE
shall not permit any mechanics' liens, or similar liens, to remain upon the
Premises for labor and material furnished to LESSEE or claimed to have been
furnished to LESSEE in connection with work of any character performed or
claimed to have been performed at the direction of LESSEE and shall cause any
such lien to be released of record forthwith without cost to LESSOR.  Any
alterations or improvements made by the LESSEE shall become the property of the
LESSOR at the termination of occupancy as provided herein.


                                      -7-

<PAGE>

                          SECTION 17 - LESSOR'S LIABILITY

LESSEE specifically agrees to look solely to LESSOR'S then equity interest in
the Property at the time owned, for recovery of any judgment from LESSOR; it
being specifically agreed that neither LESSOR (original or successor) nor anyone
claiming under the LESSOR, shall ever be personally liable for any such
judgment, or for the payment of any monetary obligation to LESSEE.

LESSOR being self-insured for Comprehensive General Liability, LESSEE would look
to LESSOR to maintain sufficient equity to satisfy its obligations not to exceed
amounts equal to those required of LESSEE for such coverage and evidence of
same.


                           SECTION 18 - LESSOR'S SERVICES

With respect to any services to be furnished by LESSOR to LESSEE, LESSOR shall
in no event be liable for failure to furnish the same when prevented from doing
so by strike, lockout, breakdown, accident, order or regulation of or by any
governmental authority, or failure of supply, or inability by the exercise of
reasonable diligence to obtain supplies, parts or employees necessary to furnish
such services, or because of war or other emergency, or for any cause due to any
act or neglect of LESSEE or LESSEE'S servants, agents, employees, licensees or
any person claiming by, through or under LESSEE.


                               SECTION 19 - DAMAGES

In no event shall LESSOR ever be liable to LESSEE for any indirect or 
consequential damages suffered by LESSEE from whatever cause.


                     SECTION 20 - LESSEE'S LIABILITY INSURANCE

The LESSEE shall maintain with respect to the Premises and the Property of which
the Premises are a part, comprehensive public liability insurance in the amounts
of $1,000,000.00/$1,000,000.00, with property damage insurance in limits of
$1,000,000.00, in responsible companies qualified to do business in
Massachusetts and in good standing therein, insuring the LESSOR as well as the
LESSEE against injury to persons or damage to property as provided.  The LESSEE
shall deposit with the LESSOR, prior to the Commencement Date of the term of
this Lease, certificates for such insurance, and thereafter within thirty (30)
days prior to the expiration of any such policies.  All such insurance
certificates shall provide that such policies shall not be cancelled without at
least ten (10) days prior written notice to each insured named therein.


                           SECTION 21 - INSURABLE DAMAGES

LESSOR shall not be liable for any damage insurable by LESSEE to LESSEE'S
fixtures, merchandise or property regardless of cause and LESSEE hereby releases
LESSOR from same.  LESSEE shall not be liable for any damage insurable by LESSOR
to the Premises, regardless of cause and LESSOR hereby releases LESSEE from
same.


                    SECTION 22 - FIRE, CASUALTY, EMINENT DOMAIN

Should a substantial portion of the Premises, or of the Property of which the
Premises are a part, be damaged by fire or other casualty, or be taken by
eminent domain, the LESSOR

                                      -8-
<PAGE>

may elect to terminate this Lease.  When such fire, casualty, or taking renders
the Premises substantially unsuitable for LESSEE'S intended use, a just and
proportionate abatement of rent shall be made, and the LESSOR may elect to
terminate this Lease if: (a) the LESSOR fails to give written notice within
ninety (90) days of its intention to restore the Premises, or (b) the LESSOR
fails to restore the Premises to a condition substantially suitable for LESSEE'S
intended use within one hundred twenty (120) days of said fire, casualty or
taking.  The LESSOR reserves, and the LESSEE grants to the LESSOR, all rights
which the LESSEE may have for damages or injury to the Premises for any taking
by eminent domain, except for damage to LESSEE'S fixtures, property or
equipment.


                          SECTION 23 - DEFAULT, BANKRUPTCY

If at any time subsequent to the date of this Lease, any one or more of the
following events (herein referred to as a default of LESSEE) shall occur: (a)
LESSEE shall fail to pay the installment of rent, escalation charge or other
charges hereunder when due, and such failure shall continue for three (3) full
business days after notice has been given to LESSEE from LESSOR; (b) LESSEE
shall default in the observance or performance of any other of the LESSEE'S
covenants, agreements, or obligations hereunder and such default shall not be
corrected within thirty (30) days after such notice thereof; (c) LESSEE shall be
declared bankrupt or insolvent according to law; or (d) if any assignment shall
be made of LESSEE'S property for the benefit of creditors, then the LESSOR shall
have the right thereafter, while such default continues, to re-enter and take
complete possession of the Premises, to declare the term of this Lease ended,
and to remove the LESSEE'S effects, without prejudice to any remedies which
might be otherwise used for arrears of rent or other default.  The LESSEE shall
indemnify the LESSOR against all loss of rent and other payments which the
LESSOR may incur by reason of such termination during the remainder of the term.
If the LESSEE should default, after reasonable notice thereof, in the observance
or performance of any conditions or covenants on LESSEE'S part to be observed or
performed under or by virtue of any of the provisions in any section of this
Lease, the LESSOR, without being under any obligation to do so and without
thereby waiving such default, may remedy such default for the account and at the
expense of the LESSEE.  If the LESSOR makes any expenditures or incurs any
obligations for the payment of money in connection therewith, including but not
limited to reasonable attorney's fees in instituting, prosecuting or defending
any action or proceeding, any such sums paid or obligations incurred, shall
accrue interest at the rate of eighteen percent (18%) per annum, and all costs
shall be paid to the LESSOR by the LESSEE, as additional rent.


                                SECTION 24 - NOTICE

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

Any notice from the LESSEE to the LESSOR relating to the Premises or to the
occupancy thereof, shall be deemed duly served if mailed to the LESSOR at
Braintree Hill Office Park, 50 Braintree Hill Park, Braintree, MA 02184, or to
such other address as the LESSOR may from time to time advise in writing.



                                      -9-

<PAGE>

                               SECTION 25 - SURRENDER

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


                             SECTION 26 - HOLDING OVER

Any holding over by LESSEE after the expiration of the term of this Lease shall
be treated as a daily Tenancy At Sufferance, at a rate equal to two (2) times
the rent plus escalation charges and other charges herein provided (prorated on
a daily basis) and shall otherwise be on the same terms and conditions as set
forth in this Lease, where the same may be applicable.


                             SECTION 27 - RIGHT TO MOVE

The LESSOR reserves the right to move the LESSEE and if LESSOR so requests,
LESSEE shall vacate the Premises and relinquish its right with respect to the
same, provided that LESSOR provides to LESSEE, space within the complex commonly
known as Nashua Office Park, Nashua, NH 03062.

Such space shall be reasonably comparable in size, layout, finish and utility to
the existing Premises, and further provided that LESSOR shall, at its sole cost
and expense, move the LESSEE and its removable property from the Premises to
such new space in such a manner as will minimize, to the greatest extent
practicable, undue interference with the business or operations of LESSEE.  Any
such space shall from and after such relocation, be treated as the Premises
demised under this Lease, and shall be occupied by LESSEE under the same terms,
provisions and conditions as are set forth in this Lease.


                         SECTION 28 - RULES AND REGULATIONS

The LESSEE will observe and comply with the Rules and Regulations as attached
hereto and made a part hereof, including revisions and additions as the LESSOR
may from time to time institute.


                           SECTION 29 - NOT TO INVALIDATE

If any term or provision of this Lease, or the application thereof to any person
or circumstance shall, to the extent be invalid or unenforceable, the remainder
of this Lease, or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each term

                                     -10-

<PAGE>

and provision of this Lease shall be valid and enforced to the fullest extent
permitted by law.


                            SECTION 30 - QUIET ENJOYMENT

LESSER, subject to the terms and provisions of this Lease, on payment of the
rent and escalation charges and observing, keeping and performing all of the
other terms and provisions of this Lease on LESSEE'S part to be observed, kept
and performed, shall lawfully, peaceably and quietly have, hold, occupy and
enjoy the Premises during the term hereof, without hindrance or ejection by any
persons lawfully claiming under LESSOR to have title to the Premises superior to
LESSOR.


                       SECTION 31 - ASSIGNMENT AND SUBLETTING

The LESSEE shall not assign or sublet the whole or any portion of the 
Premises without LESSOR'S prior written consent, which consent shall be at 
the sole discretion of LESSOR.  Any increase in the rent resulting from the 
permitted subletting will be due and payable to the LESSOR.  The foregoing 
restrictions shall not be applicable to any assignment of this Lease or a 
subletting of the Premises by LESSEE to a subsidiary wholly-owned by LESSEE, 
or controlling operation, the stock in which is wholly-owned by the 
stockholders of LESSEE.  It shall be a condition of the validity of any 
assignment, whether with the consent of LESSOR or to a subsidiary or 
controlling corporation, that the assignee agrees directly with LESSOR, to be 
bound by all the obligations of LESSEE hereunder including, without 
limitation, the covenant against further assignment and subletting.  No 
assignment or subletting shall relieve LESSEE from its obligations hereunder 
and LESSEE shall remain fully and primarily liable therefor.  If this Lease 
shall be assigned, or if the Premises or any portion thereof shall be sublet 
or occupied by anyone other than LESSEE, LESSOR may, at any time and from 
time to time, collect rent and other charges from the assignee, sublessee or 
occupant, and apply the net amount collected to the rent and other charges 
herein reserved, but no such assignment, subletting, occupancy or collection 
shall be deemed a waiver of this covenant, or the acceptance of the assignee, 
sublessee or occupant as a lessee, or a release of LESSEE or any successor 
from obtaining the express consent in writing of LESSOR, to any further 
assignment or subletting.  No assignment or subletting and no use of the 
Premises by a subsidiary wholly-owned by LESSEE or controlling corporation of 
LESSEE shall affect permitted uses.

Notwithstanding the provisions of the above, any proposed assignee or sublessee
submitted to the LESSOR for approval must have the same or greater financial
strength as LESSEE.  If LESSEE shall request permission to assign this Lease or
sublet the Premises or any part thereof to any person other than a subsidiary
wholly-owned by LESSEE or controlling corporation, the stock of which is
wholly-owned by the stockholders of LESSEE, LESSEE shall, together with such
request for consent thereto, inform LESSOR of the rental and other amounts to be
paid by such assignee or sublessee, the term of any subletting and the financial
information required by LESSOR to make the determination required by the first
sentence of this paragraph.

LESSOR shall have the right to terminate this Lease, provided that LESSOR shall
exercise such right within forty-five (45) days of its receipt of LESSEE'S
request for such consent and provided further, that LESSEE shall have the right
to withdraw its request for such consent within fifteen (15) days after its
receipt of such notice from LESSOR, in which event such notice of termination
shall become null and void.  If this Lease shall be terminated pursuant to the
provisions of the immediately

                                     -11-

<PAGE>

preceding sentence, such termination shall become effective upon the last day of
the calendar month next following LESSOR'S giving notice of termination.  Upon
LESSEE'S vacating the Premises in accordance with this Lease, LESSOR shall
refund all unearned rent and other payments made by LESSER.


                              SECTION 32 - SUBORDINATE

This Lease shall be subject and subordinate to any and all mortgages, deeds of
trust and other instruments in the nature of a mortgage, now or at any time
hereafter, a lien or liens on the Property of which the Premises are a part and
the LESSEE shall, when requested, promptly execute and deliver such written
instruments as shall be necessary to show the subordination of this Lease to
said mortgages, deeds of trust or other such instruments in the nature of
mortgage, and LESSEE hereby appoints such holder as LESSEE'S attorney-in-fact to
execute such subordination agreement upon default of LESSEE in complying with
such holder's request.


                            SECTION 33 - LESSOR'S ACCESS

The LESSOR or agents of the LESSOR may, at reasonable times, enter to view the
Premises and may remove placards and signs not approved and affixed as herein
provided, and make repairs and alterations as LESSOR should elect to do and may
show the Premises to others, and at any time within three (3) months prior to
the expiration of the term, may affix to any suitable part of the Premises a
notice for letting or selling the Premises or Property of which the Premises are
a part and keep the same so affixed without hindrance or molestation.


                     SECTION 34 - INDEMNIFICATION AND LIABILITY

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


                             SECTION 35 - LESSEE'S RISK

To the maximum extent this agreement may be made effective according to law,
LESSEE agrees to use and occupy the Premises and to use such other portions of
the building as LESSEE is herein given the right to use at LESSEE'S own risk;
and LESSOR shall have no responsibility or liability for any loss of or damage
to LESSEE'S removable property.  The provisions of this section shall be
applicable from and after the execution of this Lease and until the end of the
term of this Lease, and during such further period as LESSEE may use or be in
occupancy of any part of the Premises or of the building.


                     SECTION 36 - INJURY CAUSED BY THIRD PARTY

To the maximum extent this agreement may be made effective according to law,
LESSEE agrees that LESSOR shall not be responsible or liable to LESSEE or to
those claiming by, through or under LESSEE, for any loss or damage that may be

                                     -12-

<PAGE>

occasioned by or through the acts or omissions of persons occupying adjoining
premises or any part of the premises adjacent to or connecting with the Premises
or any part of the Property or otherwise.


                      SECTION 37 - LESSEE'S REMOVABLE PROPERTY

All articles of personal property and all business fixtures, machinery and
equipment and furniture owned or installed by LESSEE solely at its expense in
the Premises (LESSEE'S removable property) shall remain the property of the
LESSEE and may be removed by LESSEE at any time prior to the expiration of this
Lease, provided that LESSEE, at its expense, shall repair any damage to the
building caused by such removal or installation.


                                SECTION 38 - WAIVER

Failure on the part of LESSOR or LESSEE to complain of any action or non-action
on the part of the other, no matter how long the same may continue, shall never
be a waiver by LESSOR or LESSEE, respectively, of any of the other's rights
hereunder.  Further, no waiver at any time of any of the provisions hereof by
LESSOR or LESSEE shall be construed as a waiver of any of the other provisions
hereof, and a waiver at any time of any of the provisions shall not be construed
as a waiver at any subsequent time of the same provisions.  The consent or
approval of LESSOR or LESSEE to or of any action by the other requiring such
consent or approval shall not be construed to waive or render unnecessary
LESSOR'S or LESSEE'S consent or approval to or of any subsequent similar act by
the other.

No payment by LESSEE, or acceptance by LESSOR, of a lesser amount than shall be
due from LESSEE to LESSOR shall be treated otherwise than as a payment on
account.  The acceptance by LESSOR of a check for a lesser amount with an
endorsement or statement thereon, or upon any letter accompanying such check,
that such lesser amount is payment in full, shall be given no effect, and LESSOR
may accept such check without prejudice to any other rights or remedies which
LESSOR may have against LESSEE.


                         SECTION 39 - FINANCIAL INFORMATION

It is hereby understood and agreed that LESSEE will supply to the LESSOR, an an
annual basis, a copy of LESSEE'S audited financial statement within ninety (90)
days following LESSEE'S fiscal year end.  Any information obtained by LESSOR
pursuant to the provisions of this Paragraph shall be treated as confidential,
except that LESSOR may disclose such information to its lenders.


                             SECTION 40 - LATE PAYMENT

If Tenant fails to pay any installment of Annual Rent and/or Additional Rent on
or before the first (lst) day of the calendar month when such installment
becomes due and payable, Tenant shall pay to Landlord a late charge of five
percent (5%) of the amount of such installment, and, in addition, such unpaid
installment shall bear interest at the rate per annum which is four percent
(4%) greater than the "base lending rate" then in effect at The Wall Street
Journal, or the highest rate permitted by law, whichever may be less; with it
being the


                                      -13-

<PAGE>

express intent of the parties that nothing herein contained shall be construed
or implemented in such manner as to allow Landlord to charge or receive interest
in excess of the maximum legal rate then allowed by law.  Such late charge and
interest shall constitute Additional Rent hereunder due and payable with the
next monthly installment of Annual Rent due.


                            SECTION 41 - CONFERENCE ROOM

LESSEE shall have the right to use, in common with other tenants, the 
conference room on the lower level of Nashua Office Park, One Tara Boulevard, 
Nashua, NH 03062, on a prescheduled appointment basis.


                      SECTION 42 - TERMINATING EXISTING LEASE

In the event LESSEE is not then in default of any of the terms, conditions and
covenants of its existing Lease Agreement dated March 2, 1992, as amended by a
First Amendment to Lease dated May 13, 1992, as further amended by a Second
Amendment to Lease dated November 9, 1993, by and between LESSOR and LESSEE, for
the Premises described as Suite Numbers 210 and 203 on the second (2nd) floor of
Nashua Office Park, One Tara Boulevard, Nashua, NH 03062, (hereinafter referred
to as the "Existing Location"), upon the Commencement Date of the term of this
Lease, said existing Lease, as amended, shall become null and void.

Notwithstanding the foregoing, it is hereby understood and agreed that LESSEE
shall be obligated to pay all amounts owed LESSOR including but not limited to
the payment of Rent, Additional Rent, Electrical (if applicable) and any other
charges or expenses of any nature accruing on said Existing Location, prior to
the date of such relocations.

In the event LESSEE is delayed in moving from its Existing Locations to the
Premises demised hereunder by the fault or delays caused by LESSOR, LESSEE shall
be allowed to continue leasing said Existing Locations from LESSOR under the
same terms and conditions contained in the Lease and Amendments, including the
Rent and Additional Rent as presently being charged.


                      SECTION 43 - WHEN LEASE BECOMES BINDING

The submission of this document for examination and negotiation does not
constitute an offer to lease, or a reservation of, or option for the Premises,
and this document shall become effective and binding only upon the execution and
delivery thereof by both LESSOR and LESSEE, regardless of any written or verbal
representation of any agent, manager or other employee of LESSOR to the
contrary.  All negotiations, consideration, representations and understandings
between LESSOR and LESSEE are incorporated herein and this Lease expressly
supersedes any proposals or other written documents relating hereto.  This Lease
may be modified or altered only by written agreement between LESSOR and LESSEE,
and no act or omission of any employee or agent of LESSOR shall alter, change or
modify any of the provisions thereof.


                                      -14-

<PAGE>

IN WITNESS WHEREOF, the LESSOR and LESSEE have hereunto set their 
hands and common seals this 20th day of  November, 1995.


                                      LESSOR    Thomas J. Flatley d/b/a
                                                The Flatley Company



/s/ [ILLEGIBLE]                                 /s/  Thomas J. Flatley
-----------------------                         -------------------------------
WITNESS                                         By   Thomas J. Flatley
                                                Its  President



                                      LESSEE    IntelliLink, Corp.



                                                /s/ A.K. Crozier
-----------------------                         -------------------------------
WITNESS                                         By   
                                                Its  


                                                      Duly Authorized



                                      -15-

<PAGE>



COMMONWEALTH OF MASSACHUSETTS )
                              )   SS.
COUNTY OF NORFOLK             )

                                                       November 20,  1995.


          Then personally appeared Thomas J. Flatley to me known to be the

individual who acknowledged himself to be the President of The Flatley Company,

LESSOR, and that he, as such, being authorized to do so, executed the foregoing

instrument and acknowledged the execution thereof to be his free act and deed

for the purposes therein contained.

          IN WITNESS WHEREOF, I hereunto set my hand and official seal at

Norfolk County, Braintree, Massachusetts, this 20th day of November 1995.


                                                /s/ Mary P. Chartrand
                                                ------------------------------- 
                                                Notary Public
                                                My commission expires: 8/29/97



STATE OF NEW HAMPSHIRE  )
                        )   SS.
COUNTY OF HILLSBORO     )

                                                   October 18, 1995.


          Then personally appeared A. Keith Crozier to me known

to be the individual who acknowledged himself to be the President

of IntelliLink, Corp., LESSEE, and that he, as such, being authorized to do so,

executed the foregoing instrument and acknowledged the execution thereof to be

his free act and deed for the purposes therein contained.

          IN WITNESS WHEREOF, I hereunto set my hand and official seal

at Hillsboro County, Nashua, NH, this 18th day of October, 1995.

                                       /s/ Doreen A. Bradshaw
                                       ------------------------------- 
                                       Notary Public
                                       My commission expires: 
                                      
                                       DOREEN A. BRADSHAW, Notary Public
                                       My Commission Expires November 10, 1999


                                        -16-

<PAGE>


                               RULES AND REGULATIONS

1.  The sidewalks, entrances, passages, courts, elevators, vestibules, 
stairways, corridors and halls shall not be obstructed or encumbered by any 
LESSEE, nor shall they be used for any purpose other than ingress and egress 
to and from the Premises.  LESSOR shall keep the sidewalks and curbs directly 
in front of said Premises, clean and free from ice and snow.

2.  No awnings or other projections shall be attached to the outside walls of 
the building without the prior written consent of the LESSOR.  No curtains, 
blinds, shades or screens shall be attached to, hung in, or used in 
connection with, any window or door of the Premises, without the prior 
written consent of the LESSOR.  Any such awnings, projections, curtains, 
blinds, shades, screens or other fixtures used by LESSEE (if given the prior 
written consent of the LESSOR for such use), shall be of a quality, type, 
design and color, attached in a manner approved by the LESSOR.

3.  A building directory will be maintained in the main lobby of the building 
at the expense of the LESSOR and the number of such listings shall be at the 
sole discretion of the LESSOR.  No sign, advertisement, notice or other 
lettering shall be exhibited, inscribed, painted or affixed by any LESSEE on 
any part of the outside or inside of the Premises or building, without the 
prior written consent of the LESSOR.  In the event of violation of the 
foregoing by any LESSEE, LESSOR may remove same without any liability and may 
charge the expense incurred by such removal to any LESSEES violating this 
rule.  Interior signs on doors and directory tablet shall be inscribed, 
painted or affixed for each LESSEE, at LESSEE'S expense and shall be of a 
size, color and style acceptable to the LESSOR.

4.  The sashes, sash doors, skylights, windows and doors that reflect or 
admit light and air into the halls, passageways or other public places in the 
building shall not be covered or obstructed by any LESSEE, nor shall any 
bottles, parcels or other articles be placed on the windowsills.

5.  No show cases or other articles shall be put in front of, or affixed to 
any part of the exterior of the building, nor placed in the halls, corridors, 
vestibules or fire escapes, without the prior written consent of the LESSOR.

6.  The water and wash closets and other plumbing fixtures shall not be used 
for any purposes other than those for which they were constructed, and no 
sweepings, rubbish, rags or other substances shall be thrown therein.  All 
damages resulting from any misuses of the fixtures shall be borne by the 
LESSEE who, or whose servants, employees, agents, visitors, or licensees, 
shall have caused same.

7.  No LESSEE shall mark, paint, drill into, or in any way deface any part of 
the Premises or the building of which they form a part.  No boring, cutting 
or stringing of wires shall be permitted, except with the prior written 
consent of LESSOR, and as the LESSOR may direct.  No LESSEE shall lay 
linoleum, or other similar floor covering, so that the same shall come in 
contact with the floor of the Premises, and, if linoleum or other similar 
floor covering is desired to be used, an interlining of builder's deadening 
felt shall be first affixed to the floor by a paste or other material, 
soluble in water, the use of cement or other similar adhesive material being 
expressly prohibited.

8.  No bicycles, vehicles or animals of any kind shall be brought in or kept 
about the Premises, and no cooking shall be done or permitted by LESSEE on 
said Premises.  No LESSEE shall cause or permit any unusual or objectionable 
odors to be produced upon or permeate from the Premises.


                                        -17-

<PAGE>

9.  No space in the building, except as provided in individual Leases, shall 
be used for manufacturing, for the storage of merchandise, or for the sale of 
merchandise, goods or property of any kind at auction.

10. No LESSEE shall make, or permit to be made, any unsettling or disturbing 
noises or disturb or interfere with occupants of this or neighboring 
buildings or premises' or those having business with them, whether by the use 
of any musical instrument, radio, talking machine, unmusical noise, 
whistling, singing, or in any other way.  No LESSEE shall throw anything out 
of doors, windows, skylights or down the passageways.

11. No LESSEE, nor any of LESSEE'S servants, employees, agents, visitors or 
licensees, shall at any time bring or keep upon the Premises any flammable, 
combustible or explosive fluid, chemical and substance.

12. No additional locks or bolts of any kind shall be placed upon any of the 
doors or windows by any LESSEE, nor shall any changes be made in existing 
locks or the mechanism thereof.  Each LESSEE must, upon the termination of 
his tenancy, return to the LESSOR, all keys for stores, offices and toilet 
rooms, either furnished to, or otherwise procured by, such LESSEE, and in the 
event of the loss of any keys so furnished, such LESSEE shall pay the LESSOR 
the cost thereof.

13. All removals, or the carrying in or out of any safes, freight, furniture 
or bulky matter of any description must take place during the hours which the 
LESSOR or its agents may determine from time to time.  The LESSOR reserves 
the right to inspect all freight to be brought into the building and to 
exclude from the building, all freight which violates any of these Rules and 
Regulations or the Lease of which these Rules and Regulations are a part.

14. No LESSEE shall occupy or permit any portion of the Premises leased to 
him to be occupied for the possession, storage, manufacture or sale of 
liquor, narcotics, or dope, or as a barber or manicure shop.

15. LESSOR shall have the right to prohibit any advertising by any LESSEE 
which, in LESSOR'S opinion, tends to impair the reputation of the building or 
its desirability as a building for offices, and upon written notice from 
LESSOR, LESSEE shall refrain from or discontinue such advertising.  LESSEE 
shall not use the name of the building or its owner in any advertising 
without the express written consent of the LESSOR.

16. No LESSEE shall install or permit the installation or use of any machines 
dispensing goods for sale, including without limitation, foods, beverages, 
cigarettes or cigars.  No food or beverage shall be carried in the public 
halls and elevators of the buildings, except in closed containers.

17. The Premises shall not be used for lodging or sleeping or for any immoral 
or illegal purpose.

18. Canvassing, soliciting and peddling in the building is prohibited and 
each LESSEE shall cooperate to prevent the same by notifying the LESSOR.  
LESSOR reserves the right to inspect any parcel or package being removed from 
the building by LESSEE, its employees, representatives and business invitees.

19. There shall not be used in any space or in the public halls of any 
building, either by a LESSEE or by jobbers or others in the delivery of or 
receipt of merchandise, any hand trucks, except those equipped with rubber 
tires and side guards.

                                      -18-


<PAGE>




                                    EXHIBIT "A"

                                     Floor Plan









                                      -19-


<PAGE>

                                    EXHIBIT "B"

                            Description of LESSOR'S Work


           LESSOR shall construct LESSEE'S Premises in accordance with a
           mutually agreed upon floor plan.








                                      -20-


<PAGE>

[LETTERHEAD]

December 18, 1995

Mr. Keith Crozier
IntelliLink, Corp.
One Tara Boulevard
Nashua, NH  03062


                            SUPPLEMENTAL AGREEMENT

To be attached to and made a part of that certain Lease Agreement dated 
November 20, 1995, by and between Thomas J. Flatley d/b/a The Flatley 
Company, as LESSOR, and IntelliLink, Corp., as LESSEE.

Relative to the Premises located at Suite Number 200 on the second (2nd) 
floor of Nashua Office Park, One Tara Blvd., Nashua, NH  03062, and more 
specifically referred to in the above-mentioned Lease, our records indicate 
the following pertinent information with regard to same:

           Occupancy Date:     December 11, 1995

   Term Commencement Date:     December 11, 1995

        Actual Term Dates:     December 11, 1995 - December 31, 1998

   Rent Commencement Date:     December 11, 1995

If you concur with the above, please acknowledge by signature below, 
retaining one (1) copy of this agreement for your files and returning the 
other to my attention, at your earliest possible convenience.

Should this Supplemental Agreement not be executed and returned to LESSOR 
within thirty (30) days of its receipt by LESSEE, said dates as specified 
herein shall hereby be deemed assented to by the LESSOR.

Sincerely yours,

/s/ Diane Regan

Diane Regan
COMMERCIAL/INDUSTRIAL DIVISION

CC:  S. Weeks
     R. Gustafson

CERTIFIED MAIL - RETURN RECEIPT REQUESTED - Z 394 773 280

<PAGE>

Page Two
December 18, 1995
Mr. Keith Crozier
IntelliLink, Corp.


     The foregoing is hereby acknowledged and agreed.


WITNESS                                LESSEE:  IntelliLink, Corp.

-----------------------------------    ---------------------------------------
                                       By:  Keith Crozier
                                       Its:

                                       Duly Authorized




<PAGE>

                              THE FLATLEY COMPANY

                       STANDARD FORM OF COMMERCIAL LEASE


                            SUBMISSION NOT AN OPTION

THE SUBMISSION OF THIS LEASE FOR EXAMINATION AND NEGOTIATION DOES NOT 
CONSTITUTE AN OFFER TO LEASE, A RESERVATION OF, OR OPTION FOR THE PREMISES 
AND SHALL VEST NO RIGHT IN ANY PARTY.  TENANT OR ANYONE CLAIMING UNDER OR 
THROUGH TENANT SHALL HAVE THE RIGHTS TO THE PREMISES AS SET FORTH HEREIN AND 
THIS LEASE BECOMES EFFECTIVE AS A LEASE ONLY UPON EXECUTION, ACKNOWLEDGEMENT 
THEREOF BY LANDLORD AND TENANT, REGARDLESS OF ANY WRITTEN OR VERBAL 
REPRESENTATION OF ANY AGENT, MANAGER OR EMPLOYEE OF LANDLORD TO THE CONTRARY.

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                  PAGE
-------                                                                  ----
<S>                                                                      <C>
SECTION 1 - PARTIES  . . . . . . . . . . . . . . . . . . . . . . . .      -1-

SECTION 2 - PREMISES . . . . . . . . . . . . . . . . . . . . . . . .      -1-

SECTION 3 - TERM . . . . . . . . . . . . . . . . . . . . . . . . . .      -1-

SECTION 3A  ADJUSTMENT OF TERM . . . . . . . . . . . . . . . . . . .      -1-

SECTION 4 - COMMENCEMENT DATE  . . . . . . . . . . . . . . . . . . .      -1-

SECTION 5 - RENT . . . . . . . . . . . . . . . . . . . . . . . . . .      -2-

SECTION 5A  RENT COMMENCEMENT DATE . . . . . . . . . . . . . . . . .      -2-

SECTION 6 - ABATEMENT OF RENT  . . . . . . . . . . . . . . . . . . .      -2-

SECTION 7 - SECURITY DEPOSIT . . . . . . . . . . . . . . . . . . . .      -2-

SECTION 8 - ADDITIONAL RENT  . . . . . . . . . . . . . . . . . . . .      -2-
          Real Estate Taxes  . . . . . . . . . . . . . . . . . . . .      -2-
          Operating Expenses . . . . . . . . . . . . . . . . . . . .      -3-

SECTION 9    USE . . . . . . . . . . . . . . . . . . . . . . . . . .      -6-

SECTION 10 - COMPLIANCE WITH LAWS  . . . . . . . . . . . . . . . . .      -6-

SECTION 11 - FIRE INSURANCE  . . . . . . . . . . . . . . . . . . . .      -6-

SECTION 12 - UTILITIES . . . . . . . . . . . . . . . . . . . . . . .      -6-

SECTION 13 - ELECTRICAL  . . . . . . . . . . . . . . . . . . . . . .      -7-

SECTION 14 - ADDITIONAL CHARGES  . . . . . . . . . . . . . . . . . .      -7-

SECTION 15 - MAINTENANCE OF PREMISES . . . . . . . . . . . . . . . .      -7-

SECTION 16 - ALTERATIONS . . . . . . . . . . . . . . . . . . . . . .      -7-

SECTION 17 - LESSOR'S LIABILITY  . . . . . . . . . . . . . . . . . .      -8-

SECTION 18 - LESSOR'S SERVICES . . . . . . . . . . . . . . . . . . .      -8-

SECTION 19 - DAMAGES . . . . . . . . . . . . . . . . . . . . . . . .      -8-

SECTION 20 - LESSEE'S LIABILITY INSURANCE  . . . . . . . . . . . . .      -8-

SECTION 21 - INSURABLE DAMAGES . . . . . . . . . . . . . . . . . . .      -8-

SECTION 22 - FIRE, CASUALTY, EMINENT DOMAIN  . . . . . . . . . . . .      -8-

SECTION 23 - DEFAULT, BANKRUPTCY . . . . . . . . . . . . . . . . . .      -9-

SECTION 24 - NOTICE  . . . . . . . . . . . . . . . . . . . . . . . .      -9-

SECTION 25 - SURRENDER . . . . . . . . . . . . . . . . . . . . . . .      -9-

SECTION 26 - HOLDING OVER  . . . . . . . . . . . . . . . . . . . . .     -10-

SECTION 27 - RIGHT TO MOVE . . . . . . . . . . . . . . . . . . . . .     -10-

SECTION 28 - RULES AND REGULATIONS . . . . . . . . . . . . . . . . .     -10-

SECTION 29 - NOT TO INVALIDATE . . . . . . . . . . . . . . . . . . .     -10-

<PAGE>

SECTION 30 - QUIET ENJOYMENT . . . . . . . . . . . . . . . . . . . .     -10-

SECTION 31 - ASSIGNMENT AND SUBLETTING . . . . . . . . . . . . . . .     -11-

SECTION 32 - SUBORDINATE . . . . . . . . . . . . . . . . . . . . . .     -11-

SECTION 33 - LESSOR'S ACCESS . . . . . . . . . . . . . . . . . . . .     -12-

SECTION 34 - INDEMNIFICATION AND LIABILITY . . . . . . . . . . . . .     -12-
         
SECTION 35 - LESSEE'S RISK . . . . . . . . . . . . . . . . . . . . .     -12-
         
SECTION 36 - INJURY CAUSED BY THIRD PARTY  . . . . . . . . . . . . .     -12-
         
SECTION 37 - LESSEE'S REMOVABLE PROPERTY . . . . . . . . . . . . . .     -12-
         
SECTION 38 - WAIVER  . . . . . . . . . . . . . . . . . . . . . . . .     -13-
         
SECTION 39 - FINANCIAL INFORMATION . . . . . . . . . . . . . . . . .     -13-
         
SECTION 40 - LATE PAYMENT  . . . . . . . . . . . . . . . . . . . . .     -13-
         
SECTION 41 - GUARANTY  . . . . . . . . . . . . . . . . . . . . . . .     -13-
         
SECTION 42 - WHEN LEASE BECOMES BINDING  . . . . . . . . . . . . . .     -14-
             Rules and Regulations . . . . . . . . . . . . . . . . .     -17-
             Exhibit "A" . . . . . . . . . . . . . . . . . . . . . .     -19-
             Exhibit "B" . . . . . . . . . . . . . . . . . . . . . .     -20-
</TABLE>

<PAGE>

                           STANDARD COMMERCIAL LEASE


                              SECTION 1 - PARTIES

Thomas J. Flatley d/b/a The Flatley Company, LESSOR, which expression shall 
include their heirs, successors and assigns where the context so admits, does 
hereby lease to Intellilink Corp., LESSEE.


                              SECTION 2 - PREMISES

LESSEE, which expression shall include its successors, executors, 
administrators and assigns where the context so admits, does hereby lease the 
following described Premises: Suite Number 202 consisting of approximately 
1,535 square feet of space (hereinafter referred to as the "Premises") 
located on the second (2nd) floor of Nashua Office Park, One Tara Boulevard, 
Nashua, NH 03062, as outlined on Exhibit "A" of this Lease, which also 
includes a 15% common area factor, together with the right to use in common, 
with others entitled thereto, the hallways, stairways and elevators, 
necessary for access to said Premises and lavatories nearest thereto.


                                SECTION 3 - TERM

The term of this Lease shall be for two (2) years seven (7) months, 
commencing on the Commencement Date (defined below), and terminating two (2) 
years seven (7) months immediately thereafter, unless sooner terminated as 
herein provided.


                        SECTION 3A - ADJUSTMENT OF TERM

If the Commencement Date (defined below) is other than the first day of a 
calendar month, this Lease shall continue in full force and effect for a 
period of two (2) years seven (7) months from the first day of the calendar 
month next succeeding the Commencement Date.


                         SECTION 4 - COMMENCEMENT DATE

The Commencement Date of the term of this Lease shall be the earlier to occur 
of (i) the date the Premises are ready for occupancy or (ii) the date LESSEE 
takes occupancy of the Premises.  The Premises shall be deemed ready for 
occupancy on the first day as of which LESSOR'S work has been completed 
except for items of work (and, if applicable, adjustment and fixtures) which 
can be completed after occupancy has been taken, without causing undue 
interference with LESSEE'S use of the Premises (i.e., so-called "punch list" 
items) and LESSEE has been given notice thereof.  LESSOR shall complete as 
soon as conditions permit, all "punch list" items and LESSEE shall afford 
LESSOR access to the Premises for such purposes.

Notwithstanding the foregoing, if LESSEE'S personnel shall occupy all or any 
part of the Premises for the conduct of its business prior to the 
Commencement Date as determined pursuant to the preceding paragraph, such 
date of occupancy shall, for all intents and purposes of this Lease, be the 
Commencement Date.

LESSOR and LESSEE agree to execute a Supplemental Agreement setting forth the 
actual Occupancy and Term Dates, once the same have been established.

<PAGE>

                                SECTION 5 - RENT

The LESSEE agrees to pay to LESSOR, without deduction or offset, rent at the 
rate of TWENTY-THREE THOUSAND FOUR HUNDRED EIGHT AND 75/100 ($23,408.75) 
Dollars annually, payable in advance on the first day of each month, in equal 
monthly installments of ONE THOUSAND NINE HUNDRED FIFTY AND 73/100 
($1,950.73) Dollars, and at that rate for any fraction of a month at the 
beginning of the term.


                      SECTION 5A - RENT COMMENCEMENT DATE

The payment of rental shall commence upon the Commencement Date.


                         SECTION 6 - ABATEMENT OF RENT

It is understood and agreed that if for any reason whatsoever, the LESSOR 
does not deliver possession of the Premises according to the terms of this 
Lease, the rent shall be abated until such date as possession of the Premises 
is rendered by the LESSOR.  In no event shall the LESSOR, its agents or 
employees be liable in damages for failure to deliver possession under the 
terms of this Lease, except for willful failure to do so.


                          SECTION 7 - SECURITY DEPOSIT

Upon the execution of this Lease by LESSEE, LESSEE shall pay to LESSOR, the 
amount of ONE THOUSAND NINE HUNDRED FIFTY AND 73/100 ($1,950.73) Dollars 
which shall be held as security for LESSEE'S performance as herein provided.  
Said Security Deposit shall be refunded to LESSEE at the end of this Lease, 
subject to LESSEE'S satisfactory compliance with the conditions herein 
contained and set forth.


                          SECTION 8 - ADDITIONAL RENT

In accordance with the following, LESSEE shall under the terms, conditions 
and provisions hereinafter provided, pay to LESSOR as additional rent, the 
following:

                               REAL ESTATE TAXES

          1. If real estate taxes upon the land and buildings (the 
          "Property"), of which the Premises are a part, for any tax year 
          exceed the real estate base tax amount, whether by reason of an 
          increase in either the tax rate or the assessed valuation or both, 
          LESSEE shall pay to LESSOR as additional rent within ten (10) days 
          after billing therefor, an amount equal to the product of (a) such 
          excess over the base taxes and (b) the following fraction:

                     Square Footage of Lessee's Premises
                Aggregate of All the Rentable Square Footage
                --------------------------------------------
       (whether or not rented or improved within the entire building)

          Effective April 1, 1997, LESSEE shall pay monthly, at the 
                             ----
          time when Rent payments are due hereunder, an amount equal to 
          one-twelfth (1/12) of the total of annual real estate taxes (as 
          estimated by LESSOR) due from LESSEE to LESSOR pursuant to this 
          Subsection 8.1. Promptly after the determination by any taxing 
          authority of real estate taxes upon the Building for each tax year, 
          LESSOR shall make a determination of the real estate taxes 
          allocated to the Premises, and if the aforesaid payments 
          theretofore made for such tax year by LESSEE exceed the real estate 
          taxes


                                      -2-

<PAGE>

          allocated to the Premises, such overpayment shall be credited 
          against the payments thereafter to be made by LESSEE pursuant to 
          this paragraph; and if the real estate taxes allocated to the 
          Premises for such tax year are greater than such payments 
          theretofore made on account for such tax year, LESSEE shall within 
          ten (10) days of written notice from the LESSOR make a suitable 
          payment to LESSOR.  Xerox copies of tax bills submitted by LESSOR 
          with any such statement shall be conclusive evidence of the amount 
          of real estate taxes charged, assessed or imposed.  After the full 
          assessment year, the initial monthly payment on account of the real 
          estate taxes allocated to the Premises shall be replaced each year 
          by a payment which is one-twelfth (1/12th) of the real estate taxes 
          allocated to the Premises for the immediately preceding tax year.

          2. For the purposes of this clause, the term "Tax Year" shall mean 
          the twelve month period commencing on July 1st (or any month as it 
          may apply and/or change for the city, town or municipality tax 
          period) immediately preceding the Commencement Date and each twelve 
          month period thereafter during the term of this Lease.

          3. It is agreed by both parties that the Base Year as it applies to 
          taxes for this Lease shall be April 1, 1996 - March 31, 1997.

          4. If any abatement, refund or rebate shall be subsequently made 
          for any tax year, an appropriate adjustment shall be made in the 
          amount payable from, or paid by LESSEE to LESSOR on account of said 
          real estate taxes, after deducting the LESSOR'S expenses reasonably 
          incurred in obtaining such abatement, refund or rebate and provided 
          there is no existing default of LESSEE.  An appropriate adjustment 
          will be made to the base tax year as a result of the foregoing.

          5. If some method or type of taxation replaces the current method 
          of assessment of real estate taxes, or the type thereof, LESSEE 
          agrees that it shall pay an equitable share of the same computation 
          herein provided, to the end that LESSEE'S share thereof shall be to 
          the maximum extent practicable, comparable to that which LESSEE 
          would bear under the foregoing provisions.

          6. If a tax (other than a Federal or State net income tax) is 
          assessed on account of the rents or other charges payable by LESSEE 
          to the LESSOR under this Lease, LESSEE agrees to pay the same 
          within ten (10) days after billing therefor, unless applicable law 
          prohibits the payment of such tax by LESSEE. LESSOR shall have the 
          same rights and remedies for non-payment by LESSEE of any such 
          amounts due on account of such taxes as LESSOR has hereunder, for 
          the failure of LESSEE to pay rent as provided for in Section 23 of 
          this Lease.


                               OPERATING EXPENSES

          7. The following is a list of all such items of operating 
          expenditures as are within the meaning of "Operating Expenses" 
          hereinafter set forth. If, in any calendar year of the term of this 
          Lease, LESSOR'S Operating Expenses exceed Operating Expenses for 
          the calendar year 1996, as it relates to all other changes with the 
          exception of snow removal, which shall be an amount representative 
          of LESSOR'S actual snow removal costs over the previous five (5) 
          year period. LESSEE shall after notice as hereinafter provided, pay 
          to LESSOR as additional rent, an amount


                                      -3-

<PAGE>

          equal to the product of (a) such excess multiplied by (b) a 
          fraction involving the same numerator and denominator as is 
          provided for in Subsection 8.1 of this Lease.

          8. The expression "Operating Expenses" as used herein, shall mean 
          the aggregate cost or expenses reasonably incurred by LESSOR with 
          respect to the operation, administration, cleaning, repair, 
          maintenance and management of the Property, including without 
          limitation, those items enumerated hereinafter.  If during any 
          portion of the calendar year for which Operating Expenses are being 
          computed, less than 93% of the building's rentable area was 
          occupied by tenants, actual Operating Expenses incurred shall be 
          reasonably extrapolated by LESSOR on an item by item basis to the 
          estimated operating expenses that would have been incurred if the 
          building were at least 93% occupied for such year, and such 
          extrapolated amounts shall for the purposes hereof, be deemed to be 
          the Operating Expenses for such year.

          9. Effective January 1, 1997, LESSEE shall pay monthly, at the time 
                                  ----
          when Rent payments are due hereunder, an amount equal to 
          one-twelfth (1/12th) of the total annual Operating Expenses (as 
          estimated by LESSOR) due from LESSEE to LESSOR pursuant to 
          Subsection 8.7 of this Lease.  Promptly after the end of each 
          calendar year thereafter, LESSOR shall make a determination of 
          LESSEE'S share of such Operating Expenses; and if the aforesaid 
          payments theretofore made for such period by LESSEE exceed LESSEE'S 
          share, such overpayment shall be credited against the payments 
          thereafter to be made by LESSEE pursuant to this Paragraph; and if 
          LESSEE'S share is greater than such payments theretofore made on 
          account for such period, LESSEE shall within thirty (30) days of 
          written notice from the LESSOR make a suitable payment to LESSOR.

          The initial monthly payment on account of the Operating Expense 
          Charge shall be replaced after LESSOR'S determination of LESSEE'S 
          share thereof for the preceding accounting period by a payment 
          which is one-twelfth (1/12th) of LESSEE'S actual share thereof for 
          the immediately preceding period, with adjustments as appropriate 
          where such preceding period is less than a full twelve-month 
          period.  LESSOR shall have the same rights and remedies for 
          non-payment by LESSEE of any such amounts due on account of such 
          Operating Expenses as LESSOR has hereunder, for the failure of 
          LESSEE to pay rent as provided for in Section 23 of this Lease.

          10. Without limitation, Operating Expenses shall include:

              a. All expenses incurred by LESSOR or LESSOR'S agents which 
              shall be directly related to employment of personnel, including 
              amounts incurred for wages, salaries and other compensation for 
              services, payroll, social security, unemployment and similar 
              taxes, worker's compensation insurance, disability benefits, 
              pensions, hospitalization, retirement plans and group insurance, 
              uniforms and working clothes and the cleaning thereof, and 
              expenses imposed on LESSOR or LESSOR'S agents pursuant to any 
              collective bargaining agreement for the services of employees of 
              LESSOR or LESSOR'S agents in connection with the operation, 
              repair, maintenance, cleaning, management and protection of the 
              Property, and its mechanical systems including, without 
              limitation, day and night supervisors, property manager, 
              accountants, bookkeepers, janitors, carpenters, engineers, 
              mechanics, electricians and plumbers and personnel engaged in 
              supervision of any of the persons


                                      -4-

<PAGE>

              mentioned above; provided that, if any such employee is also 
              employed on other properties of LESSOR, such compensation shall 
              be suitably prorated among the Property and such other 
              properties.

              b. The cost of services, utilities, materials and supplies 
              furnished or used in the operation, repair, maintenance, 
              cleaning, management and protection of the Property.

              c. The cost of replacements for tools and other similar 
              equipment used in the repair, maintenance, cleaning and 
              protection of the Property; provided that, in the case of any 
              such equipment used jointly on other properties of LESSOR, 
              such costs shall be suitably prorated among the Property and 
              such other properties.

              d. Where the Property is managed by LESSOR or an affiliate of 
              LESSOR, a sum equal to the amounts customarily charged by 
              management firms in the Nashua area for similar properties 
              whether or not actually paid, or where otherwise managed, the 
              amounts accrued for management, together with amounts accrued 
              for legal and other professional fees relating to the 
              Property, but excluding such fees and commissions paid in 
              connection with services rendered for securing or renewing 
              leases and for matters not related to the normal 
              administration and operation of the building.

              e. Premiums for insurance against damage or loss to the 
              building from such hazards as shall from time to time be 
              generally required by institutional mortgagors in the Nashua 
              area for similar properties, including, but not by way of 
              limitation, insurance covering loss of rent attributable to 
              any such hazards, and public liability insurance.

              f. Cost for electricity, water and sewer use charges, and 
              other utilities supplied to the Property and not paid for 
              directly by LESSEE.

              g. Betterment assessments, provided the same are apportioned 
              equally over the longest period permitted by law.

              h. Amounts paid to independent contractors for services, 
              materials and supplies furnished for the operation, repair, 
              maintenance, cleaning and protection of the Property.

              i. Any capital expenditure made by LESSOR during the term of 
              this Lease, the total cost of which is not properly includable 
              in Operating Expenses for the operating year in which it was 
              made, shall nevertheless be included in such Operating Expenses 
              for the operating year in which it was made, and Operating 
              Expenses for each succeeding operating year shall include the 
              annual charge-off of such capital expenditure.  Annual 
              charge-off shall be determined by dividing the original capital 
              expenditure plus an interest factor, reasonably determined by 
              LESSOR, as being the interest rate then being charged for 
              long-term mortgages by institutional lenders on "like" properties 
              within the locality in which the building is located, by the 
              number of years of useful life of the capital expenditure, and 
              the useful life shall be determined reasonably by LESSOR in 
              accordance with generally accepted accounting principles and 
              practices in effect at the time of making such expenditure.


                                      -5-

<PAGE>

                                SECTION 9 - USE

The LESSEE shall use the Premises only for the purpose of general business 
offices.


                       SECTION 10 - COMPLIANCE WITH LAWS

The LESSEE acknowledges that no trade or occupation shall be conducted in the 
Premises or use made thereof which will be unlawful, improper, noisy or 
offensive, or contrary to any law or any municipal by-law or ordinance in 
force in the city or town in which the Premises is situated.


                          SECTION 11 - FIRE INSURANCE

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


                             SECTION 12 - UTILITIES

The LESSOR shall provide all LESSEE'S water and sewer use and reasonable heating
and air-conditioning during the normal heating and cooling season between the
hours of 8:00 A.M. and 6:00 P.M., during normal business days.  The normal
cooling season shall be from April 15th to October 1st of any given year. 
Normal business days are all days except Saturday, Sunday, New Year's Day,
Memorial Day, July 4th, Labor Day, Thanksgiving Day, Christmas Day (and the
following day when any such day occurs on Sunday) and such other days as LESSOR
presently or in the future recognizes as holidays for LESSOR'S general office
staff.  In addition, LESSOR agrees to furnish elevator service and to light
passageways and stairways during business hours, and to furnish such cleaning
service as is customary in similar buildings in said city or town, all subject
to interruption due to any accident, to the making of repairs, alterations or
improvements, to labor difficulties, to trouble in obtaining fuel, electricity,
service or supplies from the sources from which they are usually obtained for
said building, or to causes beyond LESSOR'S control.  If LESSEE shall require
air-conditioning, heating or ventilation outside the hours and days above
specified, LESSOR shall furnish such service and LESSEE shall pay therefor such
charges as may from time to time be in effect.  In the event LESSEE introduces
into the Premises personnel or equipment which overloads the capacity of the
building system or in any other way interferes with the system's ability to
perform adequately its proper functions, supplementary systems may if and as
needed at LESSOR'S option, be provided by LESSOR, at LESSEE'S expense.


                                      -6-

<PAGE>

                            SECTION 13 - ELECTRICAL

LESSOR shall purchase and receive electric current for the Premises directly 
from the public utility company serving the building and LESSEE shall permit 
LESSOR'S existing wires, risers, conduits and other electrical equipment of 
LESSOR to be used for such purposes.  LESSOR shall not in any way be liable 
or responsible to LESSEE for any loss or damage or expense which LESSEE may 
sustain or incur if, during the term of this Lease, either the quantity or 
character of electric current is changed or electric current is no longer 
available or suitable for LESSEE'S requirements due to a factor or cause 
beyond LESSOR'S control.  LESSOR at LESSEE'S expense, shall purchase and 
install all lamps, tubes, bulbs, starters and ballasts.


                        SECTION 14 - ADDITIONAL CHARGES

Should LESSEE fail to pay when due, any sums under this Lease designated as 
an additional charge, LESSOR shall have the same rights and remedies as 
LESSOR has hereunder, for failure to pay rent as provided for in Section 23 
of this Lease.


                      SECTION 15 - MAINTENANCE OF PREMISES

The LESSEE agrees to maintain the Premises in the same condition as existed 
at the commencement of the term or as they may be improved during the term of 
this Lease, reasonable wear and tear, damage by fire and other casualty only 
excepted, and whenever necessary, to replace plate glass and other glass 
therein, acknowledging that the Premises are now in good order and the glass 
whole.  The LESSEE shall not permit the Premises to be overloaded, damaged, 
stripped, or defaced, nor suffer any waste.  LESSEE shall obtain written 
consent of LESSOR before erecting any sign on the Premises.  LESSEE shall be 
responsible for the cost of repairs which may be made necessary by reason of 
damage to common areas in the building by LESSEE, LESSEE'S independent 
contractors, or LESSEE'S invitees.  If repairs are required to be made by 
LESSEE pursuant to the terms hereof, LESSOR may demand that LESSEE make the 
same forthwith, and if LESSEE refuses or neglects to commence such repairs 
and complete the same with reasonable dispatch after such demand, LESSOR may 
(but shall not be required to) make or cause such repairs to be made and 
shall not be responsible to LESSEE for any loss or damage that may occur to 
LESSEE'S stock or business by reason thereof.  If LESSOR makes or causes such 
repairs to be made, LESSEE agrees that LESSEE shall forthwith on demand, pay 
to LESSOR the cost thereof as an additional charge.


                            SECTION 16 - ALTERATIONS

The LESSEE shall not make any structural alterations or additions to the 
Premises, but may make non-structural alterations provided the LESSOR 
consents thereto in writing, which consent shall not be unreasonably withheld 
or delayed. All such allowed alterations shall be at LESSEE'S sole cost and 
expense and shall be of such quality at least equal to the present 
construction.  LESSEE shall not permit any mechanics' liens, or similar 
liens, to remain upon the Premises for labor and material furnished to LESSEE 
or claimed to have been furnished to LESSEE in connection with work of any 
character performed or claimed to have been performed at the direction of 
LESSEE and shall cause any such lien to be released of record forthwith 
without cost to LESSOR. Any alterations or improvements made by the LESSEE 
shall become the property of the LESSOR at the termination of occupancy as 
provided herein.


                                      -7-

<PAGE>

                       SECTION 17 - LESSOR'S LIABILITY

LESSEE specifically agrees to look solely to LESSOR'S then equity interest in 
the Property at the time owned, for recovery of any judgment from LESSOR; it 
being specifically agreed that neither LESSOR (original or successor) nor 
anyone claiming under the LESSOR, shall ever be personally liable for any 
such judgment, or for the payment of any monetary obligation to LESSEE.

                        SECTION 18 - LESSOR'S SERVICES

With respect to any services to be furnished by LESSOR to LESSEE, LESSOR 
shall in no event be liable for failure to furnish the same when prevented 
from doing so by strike, lockout, breakdown, accident, order or regulation of 
or by any governmental authority, or failure of supply, or inability by the 
exercise of reasonable diligence to obtain supplies, parts or employees 
necessary to furnish such services, or because of war or other emergency, or 
for any cause due to any act or neglect of LESSEE or LESSEE'S servants, 
agents, employees, licensees or any person claiming by, through or under 
LESSEE.

                             SECTION 19 - DAMAGES

In no event shall LESSOR ever be liable to LESSEE for any indirect or 
consequential damages suffered by LESSEE from whatever cause.

                  SECTION 20 - LESSEE'S LIABILITY INSURANCE

The LESSEE shall maintain with respect to the Premises and the Property of 
which the Premises are a part, comprehensive public liability insurance in 
the amounts of $1,000,000.00/$1,000,000.00, with property damage insurance in 
limits of $1,000,000.00, in responsible companies qualified to do business in 
New Hampshire and in good standing therein, insuring the LESSOR as well as 
the LESSEE against injury to persons or damage to property as provided.  The 
LESSEE shall deposit with the LESSOR, prior to the Commencement Date of the 
term of this Lease, certificates for such insurance, and thereafter within 
thirty (30) days prior to the expiration of any such policies.  All such 
insurance certificates shall provide that such policies shall not be 
cancelled without at least ten (10) days prior written notice to each insured 
named therein.

                        SECTION 21 - INSURABLE DAMAGES

LESSOR shall not be liable for any damage insurable by LESSEE to LESSEE'S 
fixtures, merchandise or property regardless of cause and LESSEE hereby 
releases LESSOR from same.  LESSEE shall not be liable for any damage 
insurable by LESSOR to the Premises, regardless of cause and LESSOR hereby 
releases LESSEE from same.

                 SECTION 22 - FIRE, CASUALTY, EMINENT DOMAIN

Should a substantial portion of the Premises, or of the Property of which the 
Premises are a part, be damaged by fire or other casualty, or be taken by 
eminent domain, the LESSOR may elect to terminate this Lease. When such fire, 
casualty, or taking renders the Premises substantially unsuitable for 
LESSEE'S intended use, a just and proportionate abatement of rent shall be 
made, and the LESSEE may elect to terminate this Lease if:  (a) the LESSOR 
fails to give written notice within ninety (90) days of its intention to 
restore the Premises, or (b) the LESSOR fails to restore the Premises to a 
condition


                                       -8-
<PAGE>

substantially suitable for LESSEE'S intended use within one hundred twenty 
(120) days of said fire, casualty or taking.  The LESSOR reserves, and the 
LESSEE grants to the LESSOR, all rights which the LESSEE may have for damages 
or injury to the Premises for any taking by eminent domain, except for damage 
to LESSEE'S fixtures, property or equipment.

                       SECTION 23 - DEFAULT, BANKRUPTCY

If at any time subsequent to the date of this Lease, any one or more of the 
following events (herein referred to as a default of LESSEE) shall occur: (a) 
LESSEE shall fail to pay the installment of rent, escalation charge or other 
charges hereunder when due, and such failure shall continue for three (3) 
full business days after notice has been given to LESSEE from LESSOR; (b) 
LESSEE shall default in the observance or performance of any other of the 
LESSEE'S covenants, agreements, or obligations hereunder and such default 
shall not be corrected within thirty (30) days after such notice thereof; (c) 
LESSEE shall be declared bankrupt or insolvent according to law; or (d) if 
any assignment shall be made of LESSEE'S property for the benefit of 
creditors, then the LESSOR shall have the right thereafter, while such 
default continues, to re-enter and take complete possession of the Premises, 
to declare the term of this Lease ended, and to remove the LESSEE'S effects, 
without prejudice to any remedies which might be otherwise used for arrears 
of rent or other default.  The LESSEE shall indemnify the LESSOR against all 
loss of rent and other payments which the LESSOR may incur by reason of such 
termination during the remainder of the term. If the LESSEE should default, 
after reasonable notice thereof, in the observance or performance of any 
conditions or covenants on LESSEE'S part to be observed or performed under or 
by virtue of any of the provisions in any section of this Lease, the LESSOR, 
without being under any obligation to do so and without thereby waiving such 
default, may remedy such default for the account and at the expense of the 
LESSEE.  If the LESSOR makes any expenditures or incurs any obligations for 
the payment of money in connection therewith, including but not limited to 
reasonable attorney's fees in instituting, prosecuting or defending any 
action or proceeding, any such sums paid or obligations incurred, shall 
accrue interest at the rate of eighteen percent (18%) per annum, and all 
costs shall be paid to the LESSOR by the LESSEE, as additional rent.

                             SECTION 24 - NOTICE

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

Any notice from the LESSEE to the LESSOR relating to the Premises or to the 
occupancy thereof, shall be deemed duly served if mailed to the LESSOR at 
Braintree Hill Office Park, 50 Braintree Hill Park, Braintree, MA 02184, or 
to such other address as the LESSOR may from time to time advise in writing.

                           SECTION 25 - SURRENDER

The LESSEE shall at the expiration or other termination of this Lease, remove 
all LESSEE'S goods and effects from the Premises (including without hereby 
limiting the generality of the foregoing, all signs and lettering affixed or 
painted by the LESSEE, either inside or outside of the Premises). LESSEE 
shall deliver to LESSOR, the Premises and all keys, locks thereto and other 
fixtures connected therewith and all


                                       -9-
<PAGE>

alterations and additions made to or upon the Premises, in the same condition 
as they were at the Commencement Date of the term of this Lease, or as they 
were put in during the term hereof, reasonable wear and tear and damage by 
fire or other casualty only excepted.  In the event of LESSEE'S failure to 
remove any of LESSEE'S property from the Premises, LESSOR is hereby 
authorized without liability to LESSEE for loss or damage thereto, and at the 
sole risk of LESSEE, to remove and store any of the property at LESSEE'S 
expense, or to retain same under LESSOR'S control or to sell at public or 
private sale, without notice, any or all of the property not so removed and 
to apply the net proceeds of such sale to the payment of any sum due 
hereunder, or to destroy such property.

                          SECTION 26 - HOLDING OVER

Any holding over by LESSEE after the expiration of the term of this Lease 
shall be treated as a daily Tenancy At Sufferance, at a rate equal to two (2) 
times the rent plus escalation charges and other charges herein provided 
(prorated on a daily basis) and shall otherwise be on the same terms and 
conditions as set forth in this Lease, where the same may be applicable.

                          SECTION 27 - RIGHT TO MOVE

The LESSOR reserves the right to move the LESSEE and if LESSOR so requests, 
LESSEE shall vacate the Premises and relinquish its right with respect to the 
same, provided that LESSOR provides to LESSEE, space within the complex 
commonly known as Nashua Office Park, Nashua, NH 03062.

Such space shall be reasonably comparable in size, layout, finish and utility 
to the existing Premises, and further provided that LESSOR shall, at its sole 
cost and expense, move the LESSEE and its removable property from the 
Premises to such new space in such a manner as will minimize, to the greatest 
extent practicable, undue interference with the business or operations of 
LESSEE.  Any such space shall from and after such relocation, be treated as 
the Premises demised under this Lease, and shall be occupied by LESSEE under 
the same terms, provisions and conditions as are set forth in this Lease.

                      SECTION 28 - RULES AND REGULATIONS

The LESSEE will observe and comply with the Rules and Regulations as attached 
hereto and made a part hereof, including revisions and additions as the 
LESSOR may from time to time institute.

                        SECTION 29 - NOT TO INVALIDATE

If any term or provision of this Lease, or the application thereof to any person
or circumstance shall, to the extent be invalid or unenforceable, the remainder
of this Lease, or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each term and provision of this Lease shall
be valid and enforced to the fullest extent permitted by law.

                         SECTION 30 - QUIET ENJOYMENT

LESSEE, subject to the terms and provisions of this Lease, on payment of the 
rent and escalation charges and observing, keeping and performing all of the 
other terms and provisions of this Lease on LESSEE'S part to be observed, 
kept and performed, shall lawfully, peaceably and quietly have, hold, occupy 
and


                                    -10-
<PAGE>

enjoy the Premises during the term hereof, without hindrance or ejection by 
any persons lawfully claiming under LESSOR to have title to the Premises 
superior to LESSOR.

                    SECTION 31 - ASSIGNMENT AND SUBLETTING

The LESSEE shall not assign or sublet the whole or any portion of the 
Premises without LESSOR'S prior written consent, which consent shall be at 
the sole discretion of LESSOR.  Any increase in the rent resulting from the 
permitted subletting will be due and payable to the LESSOR.  The foregoing 
restrictions shall not be applicable to any assignment of this Lease or a 
subletting of the Premises by LESSEE to a subsidiary wholly-owned by LESSEE, 
or controlling operation, the stock in which is wholly-owned by the 
stockholders of LESSEE.  It shall be a condition of the validity of any 
assignment, whether with the consent of LESSOR or to a subsidiary or 
controlling corporation, that the assignee agrees directly with LESSOR, to be 
bound by all the obligations of LESSEE hereunder including, without 
limitation, the covenant against further assignment and subletting.  No 
assignment or subletting shall relieve LESSEE from its obligations hereunder 
and LESSEE shall remain fully and primarily liable therefor.  If this Lease 
shall be assigned, or if the Premises or any portion thereof shall be sublet 
or occupied by anyone other than LESSEE, LESSOR may, at any time and from 
time to time, collect rent and other charges from the assignee, sublessee or 
occupant, and apply the net amount collected to the rent and other charges 
herein reserved, but no such assignment, subletting, occupancy or collection 
shall be deemed a waiver of this covenant, or the acceptance of the assignee, 
sublessee or occupant as a lessee, or a release of LESSEE or any successor 
from obtaining the express consent in writing of LESSOR, to any further 
assignment or subletting.  No assignment or subletting and no use of the 
Premises by a subsidiary wholly-owned by LESSEE or controlling corporation of 
LESSEE shall affect permitted uses.

Notwithstanding the provisions of the above, any proposed assignee or 
sublessee submitted to the LESSOR for approval must have the same or greater 
financial strength as LESSEE.  If LESSEE shall request permission to assign 
this Lease or sublet the Premises or any part thereof to any person other 
than a subsidiary wholly-owned by LESSEE or controlling corporation, the 
stock of which is wholly-owned by the stockholders of LESSEE, LESSEE shall, 
together with such request for consent thereto, inform LESSOR of the rental 
and other amounts to be paid by such assignee or sublessee, the term of any 
subletting and the financial information required by LESSOR to make the 
determination required by the first sentence of this paragraph.

LESSOR shall have the right to terminate this Lease, provided that LESSOR shall
exercise such right within forty-five (45) days of its receipt of LESSEE'S
request for such consent and provided further, that LESSEE shall have the right
to withdraw its request for such consent within fifteen (15) days after its
receipt of such notice from LESSOR, in which event such notice of termination
shall become null and void.  If this Lease shall be terminated pursuant to the
provisions of the immediately preceding sentence, such termination shall become
effective upon the last day of the calendar month next following LESSOR'S 
giving notice of termination. Upon LESSEE'S vacating the Premises in 
accordance with this Lease, LESSOR shall refund all unearned rent and other 
payments made by LESSEE.

                          SECTION 32 - SUBORDINATE

This Lease shall be subject and subordinate to any and all mortgages, deeds 
of trust and other instruments in the nature of a mortgage, now or at any 
time hereafter, a lien or liens on the Property of which the Premises are a 
part and the LESSEE


                                      -11-
<PAGE>

shall, when requested, promptly execute and deliver such written instruments 
as shall be necessary to show the subordination of this Lease to said 
mortgages, deeds of trust or other such instruments in the nature of 
mortgage, and LESSEE hereby appoints such holder as LESSEE'S attorney-in-fact 
to execute such subordination agreement upon default of LESSEE in complying 
with such holder's request.

                         SECTION 33 - LESSOR'S ACCESS

The LESSOR or agents of the LESSOR may, at reasonable times (except in cases 
of emergency), enter to view the Premises and may remove placards and signs 
not approved and affixed as herein provided, and make repairs and alterations 
as LESSOR should elect to do and may show the Premises to others, and at any 
time within three (3) months prior to the expiration of the term, may affix 
to any suitable part of the Premises a notice for letting or selling the 
Premises or Property of which the Premises are a part and keep the same so 
affixed without hindrance or molestation.

                  SECTION 34 - INDEMNIFICATION AND LIABILITY

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

                          SECTION 35 - LESSEE'S RISK

To the maximum extent this agreement may be made effective according to law, 
LESSEE agrees to use and occupy the Premises and to use such other portions 
of the building as LESSEE is herein given the right to use at LESSEE'S own 
risk; and LESSOR shall have no responsibility or liability for any loss of or 
damage to LESSEE'S removable property.  The provisions of this section shall 
be applicable from and after the execution of this Lease and until the end of 
the term of this Lease, and during such further period as LESSEE may use or 
be in occupancy of any part of the Premises or of the building.

                  SECTION 36 - INJURY CAUSED BY THIRD PARTY

To the maximum extent this agreement may be made effective according to law,
LESSEE agrees that LESSOR shall not be responsible or liable to LESSEE or to
those claiming by, through or under LESSEE, for any loss or damage that may be
occasioned by or through the acts or omissions of persons occupying adjoining
premises or any part of the premises adjacent to or connecting with the Premises
or any part of the Property or otherwise.

                  SECTION 37 - LESSEE'S REMOVABLE PROPERTY

All articles of personal property and all business fixtures, machinery and 
equipment and furniture owned or installed by LESSEE solely at its expense in 
the Premises (LESSEE'S removable property) shall remain the property of the 
LESSEE and may be removed by LESSEE at any time prior to the expiration of 
this Lease, provided that LESSEE, at its expense, shall repair any damage to 
the building caused by such removal or installation.


                                      -12-
<PAGE>

                               SECTION 38 - WAIVER

Failure on the part of LESSOR or LESSEE to complain of any action or 
non-action on the part of the other, no matter how long the same may 
continue, shall never be a waiver by LESSOR or LESSEE, respectively, of any 
of the other's rights hereunder.  Further, no waiver at any time of any of 
the provisions hereof by LESSOR or LESSEE shall be construed as a waiver of 
any of the other provisions hereof, and a waiver at any time of any of the 
provisions shall not be construed as a waiver at any subsequent time of the 
same provisions.  The consent or approval of LESSOR or LESSEE to or of any 
action by the other requiring such consent or approval shall not be construed 
to waive or render unnecessary LESSOR'S or LESSEE'S consent or approval to or 
of any subsequent similar act by the other.

No payment by LESSEE, or acceptance by LESSOR, of a lesser amount than shall 
be due from LESSEE to LESSOR shall be treated otherwise than as a payment on 
account.  The acceptance by LESSOR of a check for a lesser amount with an 
endorsement or statement thereon, or upon any letter accompanying such check, 
that such lesser amount is payment in full, shall be given no effect, and 
LESSOR may accept such check without prejudice to any other rights or 
remedies which LESSOR may have against LESSEE.

                      SECTION 39 - FINANCIAL INFORMATION

It is hereby understood and agreed that LESSEE will supply to the LESSOR, on 
an annual basis, a copy of LESSEE'S audited financial statement within ninety 
(90) days following LESSEE'S fiscal year end.  Any information obtained by 
LESSOR pursuant to the provisions of this Paragraph shall be treated as 
confidential, except that LESSOR may disclose such information to its lenders.

                          SECTION 40 - LATE PAYMENT

If LESSEE fails to pay any installment of Annual Rent and/or Additional Rent 
on or before the first (lst) day of the calendar month when such installment 
becomes due and Payable, LESSEE shall pay to LESSOR a late charge of five 
percent (5%) of the amount of such installment, and, in addition, such 
unpaid installment shall bear interest at the rate per annum which is four 
percent (4%) greater than the "base lending rate" then in effect at The 
Wall Street Journal, or the highest rate permitted by law, whichever may be 
less; with it being the express intent of the parties that nothing herein 
contained shall be construed or implemented in such manner as to allow LESSOR 
to charge or receive interest in excess of the maximum legal rate then 
allowed by law.  Such late charge and interest shall constitute Additional 
Rent hereunder due and payable with the next monthly installment of Annual 
Rent due.

                           SECTION 41 - GUARANTY

One (1) Guaranty is attached hereto and made a part hereof.


                                     -13-
<PAGE>

                    SECTION 42 - WHEN LEASE BECOMES BINDING

The submission of this document for examination and negotiation does not 
constitute an offer to lease, or a reservation of, or option for the 
Premises, and this document shall become effective and binding only upon the 
execution thereof by both LESSOR and LESSEE, regardless of any written or 
verbal representation of any agent, manager or other employee of LESSOR to 
the contrary.  All negotiations, consideration, representations and 
understandings between LESSOR and LESSEE are incorporated herein and this 
Lease expressly supersedes any proposals or other written documents relating 
hereto.  This Lease may be modified or altered only by written agreement 
between LESSOR and LESSEE, and no act or omission of any employee or agent of 
LESSOR shall alter, change or modify any of the provisions thereof.

IN WITNESS WHEREOF, the LESSOR and LESSEE have hereunto set their hands and 
common seals this 13th day of June, 1996.


                                       LESSOR    Thomas J. Flatley d/b/a
                                                 The Flatley Company


/S/ Francesca M. Austin                          /s/ Thomas J. Flatley
------------------------------                   ------------------------------
WITNESS                                          By   Thomas J. Flatley
                                                 Its  President


                                       LESSEE    Intellilink Corp.


/S/ [Illegible]                                  /s/ Brad Rowe
------------------------------                   ------------------------------
WITNESS                                          By   
                                                 Its  President

                                                      Duly Authorized


                                      -14-
<PAGE>

COMMONWEALTH OF MASSACHUSETTS )
                              )   SS.
COUNTY OF NORFOLK             )

                                                                June 13, 1996.

     Then personally appeared Thomas J. Flatley to me known to be the individual
who acknowledged himself to be the President of The Flatley Company, LESSOR, and
that he, as such, being authorized to do so, executed the foregoing instrument
and acknowledged the execution thereof to be his free act and deed for the
purposes therein contained.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal at Norfolk
County, Braintree, Massachusetts, this 13th day of June, 1996.


                                       /s/ Diane R. Regan
                                       -------------------------------
                                       Notary Public
                                       My commission expires:
                                                                   [SEAL]

STATE OF    California        )
         --------------------
                              )   SS.
COUNTY OF   Santa Clara       )
          -------------------

                                                                 June 5, 1996.
                                                                 ------

     Then personally appeared Brad Rowe to me known to be the individual 
who acknowledged himself to be the President of Intellilink Corp., LESSEE, 
and that he, as such, being authorized to do so, executed the foregoing 
instrument and acknowledged the execution thereof to be his free act and deed 
for the purposes therein contained.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal at Santa 
Clara County, San Jose, California, this 5th day of June, 1996.



[SEAL]                                 /s/ Valerie Bliesener
                                       -------------------------------------
                                       Notary Public
                                       My commission expires: April 21, 2000


                                      -15-
<PAGE>

                                      GUARANTY

     IN CONSIDERATION of the execution and delivery of the within Lease dated 
the 13th day of June, 1996, by and between Thomas J. Flatley d/b/a The 
    ----        ----    --
Flatley Company, as Lessor, and Intellilink Corp., as Lessee, the 
undersigned, Puma Technology, Inc., having its place of business 
at_________________________________________________________,  does hereby 
guarantee, jointly and severally, to the Lessor, its successors and assigns, 
in the event of a default by the Lessee in the within Lease, the payment of 
rental reserved in the within Lease and the performance by the Lessee of its 
covenants and agreements therein contained.  This Guaranty and the limits set 
forth herein, shall not limit the rights of the Lessor as contained in the 
Lease in the event of any defaults by Lessee.

     The undersigned hereby expressly waives notice of all defaults and 
agrees that the waiver of any rights by the Lessor against the Lessee, 
arising out of defaults by the Lessee or otherwise, shall not in any way 
modify or release the obligations of the undersigned.

     IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be 
executed at San Jose, CA, this 5th day of June, 1996.


                                       Puma Technology, Inc.


/s/ [Illegible]                        /s/ Brad Rowe
------------------------------         ------------------------------
Witness                                By   
                                       Its  President & CEO




STATE OF    California        )
         --------------------
                              )   SS.
COUNTY OF   Santa Clara       )
          -------------------

                                                                 June 5, 1996.
                                                                 ------

     Then personally appeared  Brad Rowe  to me known to be the individual who 
acknowledged himself to be the President & CEO of Puma Technology, Inc., and 
that he, as such, being authorized to do so, executed the foregoing instrument 
and acknowledged the execution thereof to be his free act and deed for the 
purposes therein contained.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal at Santa 
Clara County, San Jose, California, this 5th day of June, 1996.


[SEAL]                                 /s/ Valerie Bliesener
                                       -------------------------------------
                                       Notary Public
                                       My commission expires: April 21, 2000


                                      -16-
<PAGE>

                              RULES AND REGULATIONS

1.   The sidewalks, entrances, passages, courts, elevators, vestibules, 
stairways, corridors and halls shall not be obstructed or encumbered by any 
LESSEE, nor shall they be used for any purpose other than ingress and egress 
to and from the Premises.  LESSOR shall keep the sidewalks and curbs directly 
in front of said Premises, clean and free from ice and snow.

2.   No awnings or other projections shall be attached to the outside walls 
of the building without the prior written consent of the LESSOR.  No 
curtains, blinds, shades or screens shall be attached to, hung in, or used in 
connection with, any window or door of the Premises, without the prior 
written consent of the LESSOR.  Any such awnings, projections, curtains, 
blinds, shades, screens or other fixtures used by LESSEE (if given the prior 
written consent of the LESSOR for such use), shall be of a quality, type, 
design and color, attached in a manner approved by the LESSOR.

3.   A building directory will be maintained in the main lobby of the 
building at the expense of the LESSOR and the number of such listings shall 
be at the sole discretion of the LESSOR.  No sign, advertisement, notice or 
other lettering shall be exhibited, inscribed, painted or affixed by any 
LESSEE on any part of the outside or inside of the Premises or building, 
without the prior written consent of the LESSOR.  In the event of violation 
of the foregoing by any LESSEE, LESSOR may remove same without any liability 
and may charge the expense incurred by such removal to any LESSEES violating 
this rule.  Interior signs on doors and directory tablet shall be inscribed, 
painted or affixed for each LESSEE, at LESSEE'S expense and shall be of a 
size, color and style acceptable to the LESSOR.

4.   The sashes, sash doors, skylights, windows and doors that reflect or 
admit light and air into the halls, passageways or other public places in the 
building shall not be covered or obstructed by any LESSEE, nor shall any 
bottles, parcels or other articles be placed on the windowsills.

5.   No show cases or other articles shall be put in front of, or affixed to 
any part of the exterior of the building, nor placed in the halls, corridors, 
vestibules or fire escapes, without the prior written consent of the LESSOR.

6.   The water and wash closets and other plumbing fixtures shall not be used 
for any purposes other than those for which they were constructed, and no 
sweepings, rubbish, rags or other substances shall be thrown therein.  All 
damages resulting from any misuses of the fixtures shall be borne by the 
LESSEE who, or whose servants, employees, agents, visitors, or licensees, 
shall have caused same.

7.   No LESSEE shall mark, paint, drill into, or in any way deface any part 
of the Premises or the building of which they form a part.  No boring, 
cutting or stringing of wires shall be permitted, except with the prior 
written consent of LESSOR, and as the LESSOR may direct.  No LESSEE shall lay 
linoleum, or other similar floor covering, so that the same shall come in 
contact with the floor of the Premises, and, if linoleum or other similar 
floor covering is desired to be used, an interlining of builder's deadening 
felt shall be first affixed to the floor by a paste or other material, 
soluble in water, the use of cement or other similar adhesive material being 
expressly prohibited.

8.   No bicycles, vehicles or animals of any kind shall be brought in or kept 
about the Premises, and no cooking shall be done or permitted by LESSEE on 
said Premises. No LESSEE shall cause or permit any unusual or objectionable 
odors to be produced upon or permeate from the Premises.


                                      -17-
<PAGE>

9.   No space in the building, except as provided in individual Leases, shall 
be used for manufacturing, for the storage of merchandise, or for the sale of 
merchandise, goods or property of any kind at auction.

10.   No LESSEE shall make, or permit to be made, any unsettling or 
disturbing noises or disturb or interfere with occupants of this or 
neighboring buildings or premises' or those having business with them, 
whether by the use of any musical instrument, radio, talking machine, 
unmusical noise, whistling, singing, or in any other way.  No LESSEE shall 
throw anything out of doors, windows, skylights or down the passageways.

11.   No LESSEE, nor any of LESSEE'S servants, employees, agents, visitors or 
licensees, shall at any time bring or keep upon the Premises any flammable, 
combustible or explosive fluid, chemical and substance.

12.   No additional locks or bolts of any kind shall be placed upon any of 
the doors or windows by any LESSEE, nor shall any changes be made in existing 
locks or the mechanism thereof.  Each LESSEE must, upon the termination of 
his tenancy, return to the LESSOR, all keys for stores, offices and toilet 
rooms, either furnished to, or otherwise procured by, such LESSEE, and in the 
event of the loss of any keys so furnished, such LESSEE shall pay the LESSOR 
the cost thereof.

13.   All removals, or the carrying in or out of any safes, freight, 
furniture or bulky matter of any description must take place during the hours 
which the LESSOR or its agents may determine from time to time.  The LESSOR 
reserves the right to inspect all freight to be brought into the building and 
to exclude from the building, all freight which violates any of these Rules 
and Regulations or the Lease of which these Rules and Regulations are a part.

14.   No LESSEE shall occupy or permit any portion of the Premises leased to 
him to be occupied for the possession, storage, manufacture or sale of 
liquor, narcotics, or dope, or as a barber or manicure shop.

15.   LESSOR shall have the right to prohibit any advertising by any LESSEE 
which, in LESSOR'S opinion, tends to impair the reputation of the building or 
its desirability as a building for offices, and upon written notice from 
LESSOR, LESSEE shall refrain from or discontinue such advertising.  LESSEE 
shall not use the name of the building or its owner in any advertising 
without the express written consent of the LESSOR.

16.   No LESSEE shall install or permit the installation or use of any 
machines dispensing goods for sale, including without limitation, foods, 
beverages, cigarettes or cigars.  No food or beverage shall be carried in the 
public halls and elevators of the buildings, except in closed containers.

17.   The Premises shall not be used for lodging or sleeping or for  any 
immoral or illegal purpose.

18.   Canvassing, soliciting and peddling in the building is prohibited and 
each LESSEE shall cooperate to prevent the same by notifying the LESSOR.  
LESSOR reserves the right to inspect any parcel or package being removed from 
the building by LESSEE, its employees, representatives and business invitees.

19.   There shall not be used in any space or in the public halls of any 
building, either by a LESSEE or by jobbers or others in the delivery of or 
receipt of merchandise, any hand trucks, except those equipped with rubber 
tires and side guards.


                                      -18-

<PAGE>
                                        
                                 LEASE AGREEMENT

This Lease Agreement dated this 18th day of March, 1997, by and between 
Thomas J. Flatley d/b/a The Flatley Company, as LESSOR, and Intellilink 
Corporation, as LESSEE.
                                        
                                   WITNESSETH:

1.   PREMISES: Located within Nashua Office Park, One Tara Boulevard, Nashua, NH
     03062, LESSOR hereby leases to LESSEE, and LESSEE hires from LESSOR, the
     area as indicated on Exhibit "A", as attached hereto and made a part
     hereof, (the "Premises"), containing approximately 804 square feet of floor
     area.

2.   TERM: The term of this Lease Agreement shall be for eight
     (8)  months, commencing on the commencement date (defined below), and
     terminating eight (8) months immediately thereafter, unless sooner
     terminated as herein provided.

3.   COMMENCEMENT DATE: The Commencement Date of the term of this Lease shall be
     July 1, 1996.

     Notwithstanding the foregoing, if LESSEE'S personnel shall occupy all or 
     any part of the Premises for the conduct of its business prior to the 
     Commencement Date as determined pursuant to the preceding paragraph, such 
     date of occupancy shall, for all intents and purposes of this Lease, be 
     the Commencement Date. 

     LESSOR and LESSEE agree to execute a Supplemental Agreement setting forth 
     the actual Occupancy and Term Dates, once the same have been established.

4.   RENT: The LESSEE agrees to pay to LESSOR, without deduction or offset, rent
     at the rate of FOUR THOUSAND TWO HUNDRED EIGHTY-EIGHT AND 00/100
     ($4,288.00) Dollars annually, payable in advance of the first day of each
     month, in equal monthly installments of FIVE HUNDRED THIRTY-SIX AND 00/100
     ($536.00) Dollars, and at that rate for any fraction of a month at the
     beginning of the term.

5.   RENT COMMENCEMENT DATE: The payment of rental shall commence upon the
     Commencement Date.

6.   ADDTTTONAL RENT: In accordance with the following, LESSEE shall under the
     terms, conditions and provisions hereinafter provided, pay to LESSOR as
     additional rent, the following:

                                 REAL ESTATE TAXES

     1.   If real estate taxes upon the land and buildings (the "Property"), of
     which the Premises are a part, for any tax year exceed the real estate base
     tax amount, whether by reason of an increase in either the tax rate or the
     assessed valuation or both, LESSEE shall pay to LESSOR as additional rent
     within ten (10) days after billing therefore, an amount equal to the
     product of (a) such excess over the base taxes and (b) the following 
     fraction:
                                        
                      Square Footage of LESSEE'S Premises
                  --------------------------------------------
                  Aggregate of All the Rentable Square Footage 
         (whether or not rented or improved within the entire building)

Effective April 1, 1996, LESSEE shall pay monthly, at the time when Rent 
payments are due hereunder, an amount equal to one-twelfth (1/12th) of the 
total of annual real estate taxes (as estimated by LESSOR) due from LESSEE to 
LESSOR pursuant to this Subsection 6.1. Promptly after the determination by 
any taxing

<PAGE>

authority of real estate taxes upon the Building for each tax year, LESSOR 
shall make a determination of the real estate taxes allocated to the 
Premises, and if the aforesaid payments theretofore made for such tax year by 
LESSEE exceed the real estate taxes allocated to the Premises, such 
overpayment shall be credited against the payments thereafter to be made by 
LESSEE pursuant to this paragraph; and if the real estate taxes allocated to 
the Premises for such tax year are greater than such payments theretofore 
made on account for such tax year, LESSEE shall within ten (10) days of 
written notice from the LESSOR make a suitable payment to LESSOR.  Xerox 
copies of tax bills submitted by LESSOR with any such statement shall be 
conclusive evidence of the amount of real estate taxes charged, assessed or 
imposed.  After the full assessment year, the initial monthly payment on 
account of the real estate taxes allocated to the Premises shall be replaced 
each year by a payment which is one-twelfth (1/12th) of the real estate taxes 
allocated to the Premises for the immediately preceding tax year.

2.   For the purposes of this clause, the term "Tax Year" shall mean the 
twelve month period commencing on April 1st (or any month as it may apply 
and/or change for the city, town or municipality tax period) immediately 
preceding the Commencement Date and each twelve month period thereafter 
during the term of this Lease.

3.   It is agreed by both parties that the Base Year as it applies to taxes 
for this Lease shall be April 1, 1996 - March 31, 1996.

4.   If any abatement, refund or rebate shall be subsequently made for any 
tax year, an appropriate adjustment shall be made in the amount payable from, 
or paid by LESSEE to LESSOR on account of said real estate taxes, after 
deducting the LESSOR'S expenses reasonably incurred in obtaining such 
abatement, refund or rebate and provided there is no existing default of 
LESSEE.  An appropriate adjustment will be made to the base tax year as a 
result of the foregoing.

5.   If some method or type of taxation replaces the current method of 
assessment of real estate taxes, or the type thereof, LESSEE agrees that it 
shall pay an equitable share of the same computation herein provided, to the 
end that LESSEE'S share thereof shall be to the maximum extent practicable, 
comparable to that which LESSEE would bear under the foregoing provisions.

6.   If a tax (other than a Federal or State net income tax) is assessed on 
account of the rents or other charges payable by LESSEE to the LESSOR under 
this Lease, LESSEE agrees to pay the same within ten (10) days after billing 
therefore, unless applicable law prohibits the payment of such tax by LESSEE. 
LESSOR shall have the same rights and remedies for non-payment by LESSEE of 
any such amounts due on account of such taxes as LESSOR has hereunder, for 
the failure of LESSEE to pay rent as provided for in Section 11 of this Lease.
                                        
                                OPERATING EXPENSES

7.   The following is a list of all such items of operating expenditures as 
are within the meaning of "Operating Expenses" hereinafter set forth.  If, in 
any calendar year of the term of this Lease, LESSOR'S Operating Expenses 
exceed Operating Expenses for the calendar year 1996, as it related to all 
other charges with the exception of snow removal, which shall be an amount 
representative of LESSOR'S actual snow removal costs over the previous five 
(5) year period, LESSEE shall after notice as hereinafter provided, pay to 
LESSOR as additional rent, an amount equal to the product of (a) such excess 
multiplied by (b) a fraction involving the same numerator and denominator as 
is provided for in Subsection 6.1 of this Lease.

8.   The expression "Operating Expenses" as used herein, shall mean the 
aggregate cost of expenses reasonably incurred by LESSOR

<PAGE>

with respect to the operation, administration, cleaning, repair, maintenance 
and management of the Property, including without limitation, those items 
enumerated hereinafter. If during any portion of the calendar year for which 
Operating Expenses are being computed, less than 93% of the building's 
rentable area was occupied by tenants, actual Operating Expenses incurred 
shall be reasonably extrapolated by LESSOR on an item by item basis to the 
estimated operating expenses that would have been incurred if the building 
were at least 93% occupied for such year, and such extrapolated amounts shall 
for the purposes hereof, be deemed to be the Operating Expenses for such year.

9. Effective January 1, 1997, LESSEE shall pay monthly, at the time when Rent 
payments are due hereunder, an amount equal to one-twelfth (1/12th) of the 
total annual Operating Expenses (as estimated by LESSOR) due from LESSEE to 
LESSOR pursuant to Subsection 8.7 of this Lease. Promptly after the end of 
each calendar year thereafter, LESSOR shall make a determination of LESSEE'S 
share of such Operating Expenses; and if the aforesaid payments theretofore 
made for such period by LESSEE exceed LESSEE'S share, such overpayment shall 
be credited against the payments thereafter to be made by LESSEE pursuant to 
this Paragraph; and if LESSEE'S share is greater than such payments 
theretofore made on account for such period, LESSEE shall within thirty (30) 
days of written notice from the LESSOR make a suitable payment to LESSOR.

The initial monthly payment on account of the Operating Expense Charge shall be
replaced after LESSOR'S determination of LESSEE'S share thereof for the
preceding accounting period by a payment which is one-twelfth (1/12th) of
LESSEE'S actual share thereof for the immediately preceding period, with
adjustments as appropriate where such preceding period is less than a full
twelve-month period.  LESSOR shall have the same rights and remedies for
non-payment by LESSEE of any such amounts due on account of such Operating
Expenses as LESSOR has hereunder, for the failure of LESSEE to pay rent as
provided for in Section 23 of this Lease.

10.  Without limitation, Operating Expenses shall include:

     a.   All expenses incurred by LESSOR or LESSOR'S agents which shall be
     directly related to employment of personnel, including amounts incurred for
     wages, salaries and other compensation for services, payroll, social
     security, unemployment and similar taxes, worker's compensation insurance,
     disability benefits, pensions, hospitalization, retirement plans and group
     insurance, uniforms and working clothes and the cleaning thereof, and 
     expenses imposed on LESSOR or LESSOR'S agents pursuant to  any collective
     bargaining agreement for the services of employees of LESSOR or LESSOR'S
     agents in connection with the operation, repair, maintenance, cleaning,
     management and protection of the Property, and its mechanical systems
     including, without limitation, day and night supervisors, property manager,
     accountants, bookkeepers, janitors, carpenters, engineers, mechanics,
     electricians and plumbers and personnel engaged in supervision of any of
     the persons mentioned above; provided that, if any such employee is also
     employed on other properties of LESSOR, such compensation shall be suitably
     prorated among the Property and such other properties.

     b.   The cost of services, utilities, materials and supplies furnished 
     or used in the operation, repair, maintenance, cleaning, management and 
     protection of the Property.

     c.   The cost of replacements for tools and other similar equipment used 
     in the repair, maintenance, cleaning and protection of the Property; 
     provided that, in the case of any such equipment used jointly on other 
     properties of LESSOR, such costs shall be suitable prorated among the

<PAGE>

     Property and such other properties.

     d.   Where the Property is managed by LESSOR or an affiliate of LESSOR, a
     sum equal to the amounts customarily charged by management firms in the
     Nashua area for similar properties whether or not actually paid, or where
     otherwise managed, the amounts accrued for management, together with
     amounts accrued for legal and other professional fees relating to the
     Property, but excluding such fees and commissions paid in connection with
     services rendered for securing or renewing leases and for matters not
     related to the normal administration and operation of the building.

     e.   Premiums for insurance against damage or loss to the building from
     such hazards as shall from time to time be generally required by
     institutional mortgagors in the Nashua area for similar properties,
     including, but not by way of limitation, insurance covering loss of rent
     attributable to any such hazards, and public liability insurance.

     f.   Cost for electricity, water and sewer use charges, and other utilities
     supplied to the Property and not paid for directly by LESSEE.

     g.   Betterment assessments, provided the same are apportioned equally over
     the longest period permitted by law.

     h.   Amounts paid to independent contractors for services, materials and
     supplies furnished for the operation, repair, maintenance, cleaning and
     protection of the Property.

     i.   Any capital expenditure made by LESSOR during the term of this Lease,
     the total cost of which is not properly includable in Operating Expenses
     for the operating year in which it was made, shall nevertheless be included
     in such Operating Expenses for the operating year in which it was made, and
     Operating Expenses for each succeeding operating year shall include the
     annual charge-off of such capital expenditure.  Annual charge-off shall be
     determined by dividing the original capital expenditure plus an interest
     factor, reasonably determined by LESSOR, as being the interest rate then
     being charged for long-term mortgages by institutional lenders on "like"
     properties within the locality in which the building is located, by the
     number of years of useful life of the capital expenditure, and the useful
     life shall be determined reasonably by LESSOR in accordance with generally
     accepted accounting principles and practices in effect at the time of
     making such expenditure.

7.   ELECTRICAL: LESSOR shall purchase and receive electric current for the
     Premises directly from the public utility company serving the building. 
     LESSOR at LESSEE'S expense, shall purchase and install all lamps, tubes,
     bulbs, starters and ballasts.

     Section 7 of this Lease Agreement shall apply until such time as LESSOR 
     separately meters LESSEE'S Premises.  Thereupon, LESSEE shall be 
     responsible to purchase its own light and plug electricity.

8.   UTILITIES: The LESSOR shall provide all shall pay for all LESSEE'S 
     water and sewer use charges and reasonable heating and air-conditioning 
     during the normal heating and cooling season between the hours of 8:00 
     a.m. and 6:00 p.m. during normal business days.

9.   NOTICES:  Any notice from the LESSOR to the LESSEE relating to the 
     Premises or to the occupancy thereof, shall be deemed duly served if 
     addressed to the LESSEE and sent certified or registered mail to Nashua 
     Office Park, One Tara Boulevard, Nashua, NH 03062.

<PAGE>

     Any notice from the LESSEE to the LESSOR relating to the Premises or to
     the occupancy thereof, shall be deemed duly served if addressed to the
     LESSOR and sent certified or regisered mail to Braintree Hill Office Park,
     50 Braintree Hill Park, Braintree, MA 02184.

10.  USE: LESSEE shall use the Premises only for the purpose of storage space.

11.  LATE PAYMENT: If LESSEE fails to pay any installment of Annual Rent and/or
     Additional Rent on or before the first (lst) day of the calendar month when
     such installment becomes due and payable, LESSEE shall pay to LESSOR a late
     charge of five percent (5%) of the amount of such installment, and, in
     addition, such unpaid installment shall bear interest at the rate per annum
     which is four percent (4%) greater than the "base lending rate" then in
     effect at The Wall Street Journal, or the highest rate permitted by law
     whichever may be less; with it being the express intent of the parties that
     nothing herein contained shall be construed or implemented in such manner
     of the maximum legal rate then allowed by law.  Such late charge and
     interest shall constitute Additional Rent hereunder due and payable with
     the next monthly installment of Annual Rent due.

12.  FINANCIAL INFORMATION: It is hereby understood and agreed that LESSEE will
     supply to the LESSOR, on an annual basis, a copy of LESSEE'S audited
     financial statement within ninety (90) days following LESSEE'S fiscal year 
     end.  Any information obtained by LESSOR pursuant to the provisions of 
     this Paragraph shall be treated as confidential, except that LESSOR may 
     disclose such information to its lenders.

13.  CONDITION OF PREMISES: LESSEE acknowledges that it has examined and
     inspected the Premises and is familiar with the physical condition thereof.
     LESSEE further acknowledges (1) that LESSOR has not made and does not
     hereby make any representations regarding the physical condition of the
     Premises and (2) that there are no warranties, either expressed or implied,
     regarding the condition of the Premises.  Any such warranties which may
     exist, are hereby expressly released and waived.  Accordingly, LESSEE
     hereby agrees to accept the Premises in their "as is" condition.

14.  INSURANCE: LESSEE agrees to save LESSOR and indemnify LESSOR against any
     and all injury, loss, damage or claims for injury, loss or damage, of
     whatever nature, as a result of LESSEE'S use of said space.  At the
     execution of this Agreement, LESSEE must produce evidence of Liability
     Insurance prior to its entering the Premises with minimum coverage of ONE
     MILLION AND 00/100 ($1,000,000.00) Dollars, on account of bodily injury to
     or death of one person, and ONE MILLION AND 00/100 ($1,000,000.00) Dollars,
     on account of bodily injury to or death of more than one person as a result
     of any one accident or disaster, and with ONE MILLION AND 00/100
     ($1,000,000.00) Dollars minimum coverage for property damage in any
     accident and to deposit said policy or policies (or certificates thereof)
     with the LESSOR within thirty (30) days of any use or occupancy of the
     Premises.

15.  GUARANTY: One (1) Corporate Guaranty is attached hereto and made a part
     hereof.

16.  RULES AND REGULATIONS: LESSEE will observe and comply with the Rules and 
     Regulations as attached hereto and made a part hereof, including 
     revisions and additions as the LESSOR may from time to time institute.

17.  The submission of this document is for examination and negotiation does 
     not constitute an offer, and this document shall become effective and 
     binding only upon the execution thereof by both LESSOR and LESSEE, 
     regardless of any written

<PAGE>

     or verbal representation of any agent, manager or other employee of LESSOR
     to the contrary.  All negotiations, consideration, representations and
     understandings between LESSOR and LESSEE are incorporated herein and this
     Lease Agreement expressly supersedes any proposals or other written
     documents relating hereto.  This Lease Agreement may be modified or altered
     only be written agreement between LESSOR and LESSEE, and no act or omission
     of any employee or agent of LESSOR shall alter, change or modify any of the
     provisions thereof.


     IN WITNESS WHEREOF, LESSOR and LESSEE have hereunto set their hands and 
common seals this 18th day of March, 1997.

                                        LESSOR:   Thomas J. Flatley d/b/a
                                                  The Flatley Company

/s/ Jennifer Pacino                               /s/ Thomas J. Flatley
-----------------------------                     ------------------------------
WITNESS                                           By   Thomas J. Flatley
                                                  Its  President


                                          LESSEE:   Intellink Corporation

                                                   /s/ M. Bruce Nakao
-----------------------------                     ------------------------------
WITNESS                                           By  
                                                  Its  Sr. VP, CFO

                                                       Duly Authorized

<PAGE>

                               RULES AND REGULATIONS

1.   The sidewalks, entrances, passages, courts, elevators, vestibules, 
stairways, corridors and halls shall not be obstructed or encumbered by any 
LESSEE, nor shall they be used for any purpose other than ingress and egress 
to and from the Premises.  LESSOR shall keep the sidewalks and curbs directly 
in front of said Premises, clean and free from ice and snow.

2.   No awnings or other projections shall be attached to the outside walls 
of the building without the prior written consent of the LESSOR.  No 
curtains, blinds, shades or screens shall be attached to, hung in, or used in 
connection with, any window or door of the Premises, without the prior 
written consent of the LESSOR.  Any such awnings, projections, curtains, 
blinds, shades, screens or other fixtures used by LESSEE (if given the prior 
written consent of the LESSOR for such use), shall be of a quality, type, 
design and color, attached in a manner approved by the LESSOR.

3.   A building directory will be maintained in the main lobby of the 
building at the expense of the LESSOR and the number of such listings shall 
be at the sole discretion of the LESSOR.  No sign, advertisement, notice or 
other lettering shall be exhibited, inscribed, painted or affixed by any 
LESSEE on any part of the outside or inside of the Premises or building, 
without the prior written consent of the LESSOR. In the event of violation of 
the foregoing by any LESSEE, LESSOR may remove same without any liability and 
may charge the expense incurred by such removal to any LESSEES violating this 
rule.  Interior signs on doors and directory tablet shall be inscribed, 
painted or affixed for each LESSEE, at LESSEE'S expense and shall be of a 
size, color and style acceptable to the LESSOR.

4.   The sashes, sash doors, skylights, windows and doors that reflect or 
admit light and air into the halls, passageways or other public places in the 
building shall not be covered or obstructed by any LESSEE, nor shall any 
bottles, parcels or other articles be placed on the windowsills.

5.   No show cases or other articles shall be put in front of, or affixed to 
any part of the exterior of the building, nor placed in the halls, corridors, 
vestibules or fire escapes, without the prior written consent of the LESSOR.

6.   The water and wash closets and other plumbing fixtures shall not be used 
for any purposes other than those for which they were constructed, and no 
sweepings, rubbish, rags or other substances shall be thrown therein.  All 
damages resulting from any misuses of the fixtures shall be borne by the 
LESSEE who, or whose servants, employees, agents, visitors, or licensees, 
shall have caused same.

7.   No LESSEE shall mark, paint, drill into, or in any way deface any part of
the Premises or the building of which they form a part.  No boring, cutting or
stringing of wires shall be permitted, except with the prior written consent of
LESSOR, and as the LESSOR may direct. No LESSEE shall lay linoleum, or other 
similar floor covering, so that the same shall come in contact with the floor 
of the Premises, and, if linoleum or other similar floor covering is desired 
to be used, an interlining of builder's deadening felt shall be first affixed 
to the floor by a paste or other material, soluble in water, the use of 
cement or ther similar adhesive mateial being expressly prohibited.

8.   No bicycles, vehicles or animals of any kind shall be

<PAGE>

brought in or kept about the Premises, and no cooking shall be done or 
permitted by LESSEE on said Premises.  No LESSEE shall cause or permit any 
unusual or objectionable odors to be produced upon or permeate from the 
Premises.

9.   No space in the building, except as provided in individual Leases, shall 
be used for manufacturing, for the storage of merchandise, or for the sale of 
merchandise, goods or property of any kind at auction.

10.  No LESSEE shall make, or permit to be made, any unsettling or disturbing 
noises or disturb or interfere with occupants of this or neighboring 
buildings or premises' or those having business with them, whether by the use 
of any musical instrument, radio, talking machine, unmusical noise, 
whistling, singing, or in any other way.  No LESSEE shall throw anything out 
of doors, windows, skylights or down the passageways.

11.  No LESSEE, nor any of LESSEE'S servants, employees, agents, visitors or 
licensees, shall at any time bring or keep upon the Premises any flammable, 
combustible or explosive fluid, chemical and substance.

12.  No additional locks or bolts of any kind shall be placed upon any of the 
doors or windows by any LESSEE, nor shall any changes be made in existing 
locks or the mechanism thereof.  Each LESSEE must, upon the termination of 
his tenancy, return to the LESSOR, all keys for stores, offices and toilet 
rooms, either furnished to, or otherwise procured by, such LESSEE, and in the 
event of the loss of any keys so furnished, such LESSEE shall pay the LESSOR 
the cost thereof.

13.  All removals, or the carrying in or out of any safes, freight, furniture 
or bulky matter of any description must take place during the hours which the 
LESSOR or its agents may determine from time to time.  The LESSOR reserves 
the right to inspect all freight to be brought into the building and to 
exclude from the building, all freight which violates any of these Rules and 
Regulations or the Lease of which these Rules and Regulations are a part.

14.  No LESSEE shall occupy or permit any portion of the Premises leased to 
him to be occupied for the possession, storage, manufacture or sale of 
liquor, narcotics, or dope, or as a barber or manicure shop.

15.  LESSOR shall have the right to prohibit any advertising by any LESSEE 
which, in LESSOR'S opinion, tends to impair the reputation of the building or 
its desirability as a building for offices, and upon written notice from 
LESSOR, LESSEE shall refrain from or discontinue such advertising.  LESSEE 
shall not use the name of the building or its owner in any advertising 
without the express written consent of the LESSOR.

16.  No LESSEE shall install or permit the installation or use of any 
machines dispensing goods for sale, including without limitation, foods, 
beverages, cigarettes or cigars.  No food or beverage shall be carried in the 
public halls and elevators of the buildings, except in closed containers.

<PAGE>

17.  The Premises shall not be used for lodging or sleeping or for any 
immoral or illegal purpose.

18.  Canvassing, soliciting and peddling in the building is prohibited and 
each LESSEE shall cooperate to prevent the same by notifying the LESSOR.  
LESSOR reserves the right to inspect any parcel or package being removed from 
the building by LESSEE, its employees, representatives and business invitees.

19.  There shall not be used in any space or in the public halls of any 
building, either by a LESSEE or by jobbers or others in the delivery of or 
receipt of merchandise, any hand trucks, except those equipped with rubber 
tires and side guards. 

<PAGE>

COMMONWEALTH OF MASSACHUSETTS  )
                               ) SS. 
COUNTY OF NORFOLK              )

                                                         _______________, 1997.

     Then personally appeared Thomas J. Flatley to me known to be the 
individual who acknowledged himself to be the President of The Flatley 
Company, LESSOR, and that he, as such, being authorized to do so, executed 
the foregoing instrument and acknowledged the execution thereof to be his 
free act and deed for the purposes therein contained.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal at Norfolk 
County, Braintree, Massachusetts, this __ day of _______________, 1997.


                                        --------------------------------
                                        Notary Public
                                        My commission expires:



STATE OF __________________ )
                            )  SS.
COUNTY OF _________________ )

                                                         _______________, 1997.


     Then personally appeared ______________________________ to me known to 
be the individual who acknowledged himself to be the _______________________ 
of Intellilink Corporation, LESSEE, and that he, as such, being authorized to 
do so, executed the foregoing instrument and acknowledged the execution 
thereof to be his free act and deed for the purposes therein contained.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal at 
______________ County, ______________, __________________, this _______day of 
_____________________,1997.

                                        --------------------------------
                                        Notary Public
                                        My commission expires:

<PAGE>
                                         
                                    EXHIBIT "A"

                                    Floor Plan



                             [GRAPHIC OF FLOOR PLAN]


<PAGE>
                                        
                                    GUARANTY

     IN CONSIDERATION of the execution and delivery of the within Lease dated 
the ________ day of _______________, 19__, by and between Thomas J. Flatley 
d/b/a The Flatley Company, as LESSOR, and Intellilink Corporation, as LESSEE, 
the undersigned, Puma Technology, Inc., having its place of business at 
_______________________, does hereby guarantee, jointly and severally, to the 
LESSOR, its successors and assigns, in the event of a default by the LESSEE 
in the within Lease, the payment of rental reserved in the within Lease and 
the performance by the LESSEE of its covenants and agreements therein 
contained.  This Guaranty and the limits set forth herein, shall not limit 
the rights of the LESSOR as contained in the Lease in the event of any 
defaults by LESSEE.

     The undersigned hereby expressly waives notice of all defaults and 
agrees that the waiver of any rights by the LESSOR against the LESSEE, 
arising out of defaults by the LESSEE or otherwise, shall not in any way 
modify or release the obligations of the undersigned.

     IN WITNESS WHEREOF, the undersigned has caused thIs Guaranty to be 
executed at ___________________, this 18th day of  March, 1997.


                                         Puma Technology, Inc.
                                         ------------------------------------

/s/ Wendy Peter                            /s/ M. Bruce Nakao
-------------------------------          ------------------------------------
Witness                                  By: 
                                         Its: Sr. VP, CFO



STATE OF ____________________ )
                              )  SS.
COUNTY OF ___________________ )

                                               _______________________,  19__.

     Then personally appeared ___________________________ to me known to be 
the individual who acknowledged himself to be the __________________ of Puma 
Technology, Inc., and that he, as such, being authorized to do so, executed 
the foregoing instrument and acknowledged the execution thereof to be his 
free act and deed for the purposes therein contained.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal at _______ 
County,_________, _________________, this ________ day of ____________, 19__.


                                         ------------------------------------
                                        Notary Public
                                           My commission expires:


<PAGE>
                                      
                             THE FLATLEY COMPANY


                      STANDARD FORM OF COMMERICAL LEASE



                           SUBMISSION NOT AN OPTION
                                      
        EMPLOYEES OR AGENTS OF LANDLORD HAVE NO AUTHORITY TO MAKE 
            OR AGREE TO MAKE A LEASE OR ANY OTHER AGREEMENT IN 
          CONNECTION HEREWITH.  THE SUBMISSION OF THIS LEASE FOR 
       EXAMINATION AND NEGOTIATION DOES NOT CONSTITUTE AN OFFER TO 
       LEASE, A RESERVATION OF, OR OPTION FOR THE PREMISES AND SHALL 
        VEST NO RIGHT IN ANY PARTY, TENANT OR ANYONE CLAIMING UNDER 
        OR THROUGH TENANT SHALL HAVE THE RIGHTS TO THE PREMISES AS 
           SET FORTH AND THIS LEASE BECOME EFFECTIVE AS A LEASE 
               ONLY UPON EXECUTION, ACKNOWLEDGE AND DELIVERY 
         THEREOF BY LANDLORD AND TENANT, REGARDLESS OF ANY WRITTEN 
        OR VERBAL REPRESENTATION OF ANY AGENT, MANAGER OR EMPLOYEE 
                        OF LANDLORD TO THE CONTRARY.
                                      

<PAGE>

                             TABLE OF CONTENTS

<TABLE>
<CAPTION>

SECTION                                                              PAGE
<S>           <C>                                                    <C>
ARTICLE 1     SUMMARY OF BASIC LEASE PROVISIONS. . . . . . . . . .     2

SECTION 1.1   INTRODUCTION . . . . . . . . . . . . . . . . . . . .     2
SECTION 1.2   BASIC DATA . . . . . . . . . . . . . . . . . . . . .     2
SECTION 1.3   ENUMERATION OF EXHIBITS  . . . . . . . . . . . . . .     4

ARTICLE II    DESCRIPTION OF PREMISES AND APPURTENANT RIGHTS . . .     4

SECTION 2.1   LOCATION OF PREMISES . . . . . . . . . . . . . . . .     4
SECTION 2.2   APPURTENANT RIGHTS AND RESERVATIONS  . . . . . . . .     4

ARTICLE III   TERM OF LEASE: CONDITION OF PREMISES . . . . . . . .     5

SECTION 3.1   TERM OF LEASE. . . . . . . . . . . . . . . . . . . .     5

ARTICLE IV    RENT . . . . . . . . . . . . . . . . . . . . . . . .     5

SECTION 4.1   RENT PAYMENTS. . . . . . . . . . . . . . . . . . . .     5
SECTION 4.2   REAL ESTATE TAX. . . . . . . . . . . . . . . . . . .     6
SECTION 4.3   TENANT'S SHARE OF OPERATING COSTS. . . . . . . . . .     8

ARTICLE V     USE OF PREMISES. . . . . . . . . . . . . . . . . . .    10

SECTION 5.1   PERMITTED USE. . . . . . . . . . . . . . . . . . . .    10
SECTION 5.2   COMPLIAINCE WIIH LAWS. . . . . . . . . . . . . . . .    11
SECTION 5.3   INSURANCE RISKS. . . . . . . . . . . . . . . . . . .    11
SECTION 5.4   ELECTRICAL EQUIPMENT . . . . . . . . . . . . . . . .    12
SECTION 5.5   TENANT'S OPERATIONAL COVENANTS . . . . . . . . . . .    12
SECTION 5.6   SIGNS, BLINDS and DRAPES . . . . . . . . . . . . . .    13
SECTION 5.7   HAZARDOUS MATERIALS. . . . . . . . . . . . . . . . .    13

ARTICLE VI    INSTALLATIONS, ALTERATIONS, AND ADDITIONS. . . . . .    14

SECTION 6.1   INSTALLATIONS, ALTERATIONS, AND ADDITIONS. . . . . .    14

ARNCLE VII    ASSIGNMENT AND SUBLETTING. . . . . . . . . . . . . .    15

SECTION 7.1   PROHIBITION. . . . . . . . . . . . . . . . . . . . .    15
SECTION 7.2   ACCEPTANCE OF RENT FROM TRANSFEREE . . . . . . . . .    17

ARTICLE VIII  REPAIRS MAINTENANCE. . . . . . . . . . . . . . . . .    17

SECTION 8.1   TENANT OBLIGATIONS . . . . . . . . . . . . . . . . .    17
SECTION 8.2   LANDLORD OBLIGATIONS . . . . . . . . . . . . . . . .    17


<PAGE>


ARTICLE IX    SERVICES TO BE FURNISHED BY LANDLORD;
              UTILITIES. . . . . . . . . . . . . . . . . . . . . .    18

SECTION 9.1   LANDLORD'S SERVICES. . . . . . . . . . . . . . . . .    18
SECTION 9.2   CAUSES BEYOND CONTROL OF THE LANDLORD. . . . . . . .    19
SECTION 9.3   SEPARATELY METERED UTILITIES . . . . . . . . . . . .    19

ARTICLE X     INDEMNITY. . . . . . . . . . . . . . . . . . . . . .    19

SECTION 10(a) THE TENANT'S INDEMNITY . . . . . . . . . . . . . . .    19
SECTION 10(b) THE LANDLORD'S INDEMNITY . . . . . . . . . . . . . .    20
SECTION 10.2  THE TENANT'S RISK. . . . . . . . . . . . . . . . . .    20
SECTION 10.3  INJURY CAUSED BY THIRD PARTIES . . . . . . . . . . .    21
SECTION 10.4  SECURITY . . . . . . . . . . . . . . . . . . . . . .    21

ARTICLE XI    INSURANCE. . . . . . . . . . . . . . . . . . . . . .    21

SECTION 11.1  INSURANCE OBLIGATIONS. . . . . . . . . . . . . . . .    21
SECTION 11.2  CONSTRUCTION PERIOD INSURANCE. . . . . . . . . . . .    21
SECTION 11.3  WAIVER OF SUBROGATION. . . . . . . . . . . . . . . .    22

ARTICLE XII   CASUALTY . . . . . . . . . . . . . . . . . . . . . .    22

SECTION 12.1  DEFINITION OF "SUBSTANTLAL DAMAGE" AND
              "PARTIAL DAMAGE" . . . . . . . . . . . . . . . . . .    22
SECTION 12.2  PARTIAL DAMAGE TO THE BUILDING . . . . . . . . . . .    22
SECTION 12.3  SUBSTANTIAL DAMAGE TO THE BUILDING . . . . . . . . .    23
SECTION 12.4  ABATEMENT OF RENT. . . . . . . . . . . . . . . . . .    23
SECTION 12.5  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . .    23

ARTICLE XIII  EMINENT DOMAIN . . . . . . . . . . . . . . . . . . .    24

SECTION 13.1  RIGHTS OF TERMINATION FOR TAKING . . . . . . . . . .    24
SECTION 13.2  PAYMENT OF AWARD . . . . . . . . . . . . . . . . . .    25
SECTION 13.3  ABATEMENT OF RENT. . . . . . . . . . . . . . . . . .    25
SECTION 13.4  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . .    25

ARTICLE XIV   TENANT'S DEFAULT . . . . . . . . . . . . . . . . . .    25

SECTION 14.1  TENANT'S DEFAULT . . . . . . . . . . . . . . . . . .    25

ARTICLE XV    THE LANDLORD'S ACCESS TO PREMISES. . . . . . . . . .    30

SECTION 15.1  THE LANDLORD'S RIGHT OF ACCESS . . . . . . . . . . .    30

ARTICLE XVI   LANDLORD'S MORTGAGES . . . . . . . . . . . . . . . .    30


<PAGE>


SECTION 16.1   SUBORDINATION . . . . . . . . . . . . . . . . . . .    30
SECTION 16.2   MODIFICATIONS . . . . . . . . . . . . . . . . . . .    30

ARTICLE XVII   MISCELLANEOUS PROVISIONS. . . . . . . . . . . . . .    30

SECTION 17.1   CAPTIONS. . . . . . . . . . . . . . . . . . . . . .    30
SECTION 17.2   NO ACCORD AND SATISFACTION  . . . . . . . . . . . .    31
SECTION 17.3   CUMULATIVE REMEDIES . . . . . . . . . . . . . . . .    31
SECTION 17.4   LANDLORD'S RIGHT TO CURE. . . . . . . . . . . . . .    31
SECTION 17.5   BROKERAGE . . . . . . . . . . . . . . . . . . . . .    31
SECTION 17.6   HOLDOVER. . . . . . . . . . . . . . . . . . . . . .    32
SECTION 17.7   COUNTERPARTS. . . . . . . . . . . . . . . . . . . .    32
SECTION 17.8   CONSTRUCTION AND GRAMMATICAL USAGE. . . . . . . . .    32
SECTION 17.9   SECURITY DEPOSIT. . . . . . . . . . . . . . . . . .    32
SECTION 17.10  LANDLORD'S ENFORCEMENT EXPENSES . . . . . . . . . .    33
SECTION 17.11  TENANT'S ENFORCEMENT EXPENSES . . . . . . . . . . .    33
SECTION 17.12  NO SURRENDER. . . . . . . . . . . . . . . . . . . .    34
SECTION 17.13  COVENANT OF QUIET ENJOYMENT . . . . . . . . . . . .    34
SECTION 17.14  NO PERSONAL LIABILITY OF THE LANDLORD . . . . . . .    34
SECTION 17.15  NOTICES . . . . . . . . . . . . . . . . . . . . . .    34
SECTION 17.16  FINANCIAL INFORMATION . . . . . . . . . . . . . . .    34
SECTION 17.17  RULES AND REGULATIONS . . . . . . . . . . . . . . .    35
SECTION 17.18  RIGHT TO MOVE . . . . . . . . . . . . . . . . . . .    35
SECTION 17.19  TENANT'S RIGHT TO EXPAND. . . . . . . . . . . . . .    35
SECTION 17.20  TENANT'S OPTION TO EXPAND . . . . . . . . . . . . .    36
SECTION 17.21  WHEN LEASE BECOMES BINDING. . . . . . . . . . . . .    37
SECTION 17.22  MISCELLANEOUS . . . . . . . . . . . . . . . . . . .    38
SECTION 17.23  ENTIRE AGREEMENT. . . . . . . . . . . . . . . . . .    38

RULES AND REGULATIONS. . . . . . . . . . . . . . . . . . . . . . .    38
</TABLE>

EXHIBIT A:      PLAN showing the Premises
EXHIBIT B:      Description of Landlord's Work
EXHIBIT B-1:    Construction
EXHIBIT C:      Term Commencement Date Agreement
EXHIBIT D:      Landlord's Waiver



<PAGE>


                                     LEASE


     This instrument is an indenture of lease by and between Thomas J. Flatley
d/b/a The Flatley Company ("Landlord") and Puma Technology, Inc., a Delaware
corporation ("Tenant").

     The parties to this instrument hereby agree with each other as follows:


                                   ARTICLE I
                         SUMMARY OF BASIC LEASE PROVISIONS

     1.1 INTRODUCTION

     As further supplemented in the balance of this instrument and its 
Exhibits, the following sets forth the basic terms of this Lease, and, where 
appropriate, constitutes definitions of certain terms used in this Lease.

1.2  BASIC DATA

Date:                           May 23, 1997

Landlord:                       Thomas J. Flatley d/b/a
                                The Flatley Company

Present Mailing Address
of Landlord:                    50 Braintree Hill Office Park
                                Braintree, MA 02184

Payment Address:                P.O. Box 850168
                                Braintree, MA 02185-0168

Tenant:                         Puma Technology, Inc.

Mailing Address of
Tenant:                         240 North First Street
                                San Jose, CA 95134

Premises:                       Suite Nos. 1104, 2200, 2201, 2202, 2203 and
                                2210 located on the first (1st) and second 
                                (2nd) floors of Nashua Office Park, One Tara
                                Boulevard, Nashua, NH 03062


                                     -2-

<PAGE>

Lease Term:                     Five (5) years (plus the partial calendar month
                                immediately following the Term Commencement Date
                                if the Term Commencement Date does not
                                fall on the first day of a month).

Term Commencement Date:         June 1, 1997

Base Rent:                      For the first lease year through the second 
                                lease year, at the rate of $177,304.00 per annum
                                ($14,775.33 per month);

                                For the third lease year through the fourth 
                                lease year, at the rate of $189,284.00 per 
                                annum ($15,773.67 per month); and

                                For the fifth lease year, at the rate of 
                                $195,273.96 per annum ($16,272.83 per month).

Rent Commencement Date:         Shall commence on the Term Commencement Date.

Security Deposit:               $14,775.33 of which $2,488.88 is on account.

Permitted Use:                  General Business Office, and for no other 
                                purpose or purposes.

Tenant's Proportionate
Share:                          shall be based on the fraction:

                       Square Footage of TENANT's Premises
                    -----------------------------------------
                   Aggregate of All the Rentable Square Footage
           (whether or not rented or improved within the entire Building)

Additional Rent:                (i) Operating Expense Base: The Operating 
                                Costs for the Building and Lot for Fiscal Year 
                                ending December 1997.

                                (ii) Real Estate Tax Base: Real Estate Taxes 
                                for the Building and Lot for the City of 
                                Nashua Fiscal Year ending March 31 1998.

Tenant's Insurance
Requirements:                   Public Liability: ONE MILLION AND 00/100 
                                ($1,000,000.00) Dollars for injury to one 
                                person, ONE MILLION AND 00/100 ($1,000,000.00)
                                Dollars for injury to more than one person, 
                                per incident.


                                     -3-

<PAGE>

                                Property Damage: ONE MILLION AND 00/100 
                                ($1,000,000.00) Dollars per incident.

1.3                             ENUMERATION OF EXHIBITS

Exhibit A:                      Plan showing the Premises.

Exhibit B:                      Description of Landlord's work.

Exhibit B-1:                    Work Letter

Exhibit C:                      Term Commencement Date Agreement

Exhibit D:                      Landlord's Waiver

                                 ARTICLE II
                   DESCRIPTION OF PREMISES AND APPURTENANT
                                   RIGHTS

2.1   LOCATION OF PREMISES

      The Landlord hereby leases to Tenant, and Tenant hereby accepts from 
Landlord, the premises (the "Premises") described as Suite Number 1104 on the 
first (1st) floor and Suite Numbers 2200, 2201, 2202, 2203 and 2210 in 
"Landlord's building (the "Building") located at Nashua Office Park, One Tara 
Boulevard, Nashua, NH 03062, consisting of approximately 11,980 square feet of 
space as identified on Exhibit A. Nothing, in Exhibit A shall be treated as a 
representation that the Premises or the Building, shall be precisely of the 
area, dimensions, or shapes as shown, it being the intention of the parties 
only to show diagrammatically, rather than precisely, on Exhibit A the layout 
of the Premises and the Building.

2.2    APPURTENANT RIGHTS AND RESERVATIONS

       Tenant shall have, as appurtenant to the Premises, rights to use in 
common with others entitled thereto the common facilities included in the 
Building or the land on which the Building is located (the "Lot"), including 
common walkways, driveways, lobbies, hallways, ramps, stairways and elevators, 
necessary for access to said Premises and lavatories nearest thereto.  Such 
rights shall always be subject to reasonable rules and regulations from time 
to time established by Landlord by suitable notice, and to the right of 
Landlord to designate and to change from time to time the areas and facilities 
so to be used, provided that such changes do not unreasonably interfere with 
the use of the Premises for the Permitted Use.


                                     -4-

<PAGE>

      Not included in the Premises are the roof or ceiling, the floor and all 
perimeter walls of the space identified in Exhibit A, except the inner 
surfaces thereof and the perimeter doors and windows.  The Landlord reserves 
the right to install, use, maintain, repair and replace in the Premises (but 
in such manner as not unreasonably to interfere with Tenant's use of the 
Premises) utility lines, shafts, pipes, and the like, in, over and upon the 
Premises, provided that the same are located above the dropped ceiling (or, if 
there is no dropped ceiling, then within three (3) feet of the roof deck), 
below the floor surfaces or tight against demising walls or columns.  Landlord 
agrees to repair any damage to the Premises caused by the installation of any 
such items.  Such utility lines, shafts, pipes and the like shall not be 
deemed part of the Premises under this Lease.  The Landlord also reserves the 
right to alter or relocate any common facility and to change the lines of the 
Lot.

                                 ARITCLE III
                     TERM OF LEASE: CONDITION OF PREMISES

3.1   TERM OF LEASE

      The term of this Lease shall be the period specified in Section 1.2 
hereof as the "Lease Term" commencing upon the Term Commencement Date 
specified in Section 1.2. Promptly upon the determination of the date 
constituting the Term Commencement Date, the parties hereto shall enter into a 
term commencement date agreement substantially in the form of Exhibit C 
attached hereto and made a part hereof.

                                  ARTICLE IV
                                     RENT

4.1   RENT PAYMENTS

      The Base Rent (at the rates specified in Section 1.2 hereof) and the 
additional rent or other charges payable pursuant to this Lease (collectively 
the "Rent") shall be payable by Tenant to Landlord at the Payment Address or 
such other place as Landlord may from time to time designate by notice to 
Tenant without any demand whatsoever except as otherwise specifically provided 
in this Lease and without any counterclaim, offset or deduction whatsoever, 
EXCEPT AS PROVIDED HEREIN.

      (a)   Commencing on the Rent Commencement Date, Base Rent and the monthly
installments of Tenant's Proportionate Share of the Taxes and Tenant's
Proportionate Share of Operating Expenses shall be payable in advance on the
first day of each and every calendar month during the term of this Lease.  If
the Rent Commencement Date falls on a day other than the first day of a calendar
month, the first payment which Tenant shall make shall be made on the Rent
Commencement Date and shall be equal to a proportionate part of such monthly
Rent for the partial month from the Rent Commencement Date to the first day of
the succeeding calendar month, and the monthly Rent for such succeeding calendar
month.  As used in this Lease, the term "lease year" shall mean any twelve (12)
month period commencing on the Term


                                     -5-

<PAGE>

Commencement Date; provided, however, if the Term Commencement Date does not 
fall on the first day of a month, then the term "lease year" shall mean any 
twelve month period commencing on the first day of the month immediately 
following the Term Commencement Date, in which event the first lease year 
shall also include the partial month containing the Term Commencement Date.

      (b)   Base Rent and the monthly installments of Tenant's Proportionate
Share of the Taxes and Tenant's Proportionate Share of Operating Expenses for
any partial month shall be paid by Tenant to Landlord at such rate on a pro 
rata basis.  Any other charges payable by Tenant on a monthly basis, as 
hereinafter provided, shall likewise be prorated.


      (c)   Rent not paid when due shall bear interest at a rate (the "Lease 
Interest Rate") equal to the lesser of (I) the so-called base rate of interest 
charged from time to time by The First National Bank of Boston, N.A., plus TWO 
percent (2%) per annum or (ii) the maximum legally permissible rate, from the 
due date until paid.

      (d)   Rent for the first full month of the initial Term for which rent 
is due shall be paid by Tenant upon the execution of this Lease.

4.2   REAL ESTATE TAX

      (a)   The term "Taxes" shall mean all taxes and assessments (including 
without limitation, assessments for public improvements or benefits and water 
and sewer use charges), and other charges or fees in the nature of taxes for 
municipal services which at any time during or in respect of the Lease Term 
may be assessed, levied, confirmed or imposed on or in respect of, or be a lien 
upon, the Building and the Lot, or any part thereof, or any rent therefrom or 
any estate, right, or interest therein, or any occupancy, use, or possession 
of such property or any part thereof, and ad valorem taxes for any personal 
property used in connection with the Building or Lot.  Without limiting the 
foregoing, Taxes shall also include any payments made by Landlord in lieu of 
taxes.  The Landlord agrees that Tenant's share of any special assessment 
shall be determined (whether or not Landlord avails itself of the privilege so 
to do) as if Landlord had elected to pay the same in installments over the 
longest period of time permitted by applicable law and Tenant shall be 
responsible only for those installments (including interest accruing and 
payable thereon) or parts of installment that are attributable to periods 
within the Lease Term.

      Should the STATE OF NEW HAMPSHIRE, or any political subdivision thereof, 
or any other governmental authority having jurisdiction over the Building, (1) 
impose a tax, assessment, charge or fee, which Landlord shall be required to 
pay, by way of substitution for or as a supplement to such Taxes, or (2) 
impose an income or franchise tax or a tax on rents in substitution for or as 
a supplement to a tax levied against the Building or the Lot or any part 
thereof and/or the personal property used in connection


                                      -6-

<PAGE>

with the Building or the Lot or any part thereof, all such taxes, assessments,
fees or charges ("Substitute Taxes") shall be deemed to constitute Taxes 
hereunder.  Taxes shall also include, in the year paid, all fees and costs 
incurred by Landlord in seeking to obtain a reduction of, or a limit on the 
increase in, any Taxes, BUT ONLY TO THE EXTENT OF reduction or limitation 
ACTUALLY obtained.  Except as hereinabove provided with regard to Substitute 
Taxes, Taxes shall not include any inheritance, estate, succession, transfer, 
gift, franchise, net income or capital stock tax.

      (b)   The Tenant shall pay to Landlord, as additional rent, Tenant's
Proportionate Share of the Taxes assessed against the Building and Lot which
exceeds Tenant's Real Estate Tax Base during any tax year (i.e., April 1 through
March 31) during the Lease Term.

      Effective April 1, 1998, Tenant shall pay monthly, at the time when Rent
payments are due hereunder, an amount equal to one-twelfth (1/12th) of the 
total of annual Taxes (as estimated by Landlord) due from Tenant to Landlord 
pursuant to this Article 4.2(b). Promptly after the determination by any 
taxing authority of Taxes upon the Building and Lot for each tax year, 
Landlord shall make a determination of the Taxes allocated to the Premises, 
and if the aforesaid payments theretofore made for such tax year by Tenant 
exceed the Taxes allocated to the Premises, such overpayment shall be credited 
against the payments thereafter to be made by Tenant pursuant to this 
paragraph; and if the Taxes allocated to the Premises for such tax year are 
greater than such payments theretofore made on account for such tax year, 
Tenant shall within ten (10) days of written notice from the Landlord make a 
suitable payment to Landlord.  Xerox copies of tax bills submitted by Landlord 
with any such statement shall be conclusive evidence of the amount of Taxes 
charged, assessed or imposed.  After the full assessment year, the initial 
monthly payment on account of the Taxes allocated to the Premises shall be 
replaced each year by a payment which is one-twelfth (1/12th) of the Taxes
allocated to the Premises for the immediately preceding tax year.

      (c)   If any Taxes, with respect to which Tenant shall have paid 
Tenant's Proportionate Share, shall be adjusted to take into account any 
abatement or refund, Tenant shall be entitled to a credit against rental 
obligations hereunder, in the amount of Tenant's Proportionate Share of such 
abatement or refund less Landlord's costs or expenses, including without 
limitation appraiser's and attorneys' fees, of securing such abatement or 
refund or, if the Lease Term has expired and Tenant has no outstanding 
monetary obligations to Landlord, Landlord shall promptly pay such amount to 
Tenant.  The Tenant shall not apply for any real estate tax abatement without 
the prior written consent of Landlord.

      (d)   Tenant shall pay or cause to be paid, prior to delinquency, any 
and all taxes and assessments levied upon all trade fixtures, inventories and 
other personal property placed in and upon the Premises by Tenant.


                                     -7-

<PAGE>

4.3  TENANT'S SHARE OF OPERATING COSTS

          If, in any calendar year of the term of this Lease, Landlord's 
Operating Costs exceed the Operating Expense Base, as it relates to all other 
changes with the exception of snow removal, which shall be an amount 
representative of Landlord's actual snow removal cost over the previous five 
(5) year period. Tenant shall after notice as hereinafter provided, pay to 
Landlord as additional rent, an amount equal to the product of (a) such 
excess multiplied by (b) a fraction involving the same numerator and 
denominator as is provided for in Article 1.2, namely Basic Data, of this 
Lease.

          Effective January 1, 1998, Tenant shall pay monthly, at the time 
when Rent payments are due hereunder, an amount equal to one-twelfth (1/12th) 
of the total annual Operating Costs (as estimated by Landlord) due from 
Tenant to Landlord pursuant to Article 4.3 of this Lease.  Promptly after the 
end of each calendar year thereafter, Landlord shall make a determination of 
Tenant's share of such Operating Costs; and if the aforesaid payments 
theretofore made for such period by Tenant exceed Tenant's share, such 
overpayment shall be credited against the payments thereafter to be made by 
Tenant pursuant to this Paragraph; and if Tenant's share is greater than such 
payments theretofore made on account for such period, Tenant shall within 
thirty (30) days of written notice from the Landlord make a suitable payment 
to Landlord.

          The initial monthly payment on account of the Operating Costs shall be
replaced after Landlord's determination of Tenant's share thereof for the
preceding accounting period by a payment which is one-twelfth (1/12th) of
Tenant's actual share thereof for the immediately preceding period, with
adjustments as appropriate where such preceding period is less than a full
twelve-month period.  Landlord shall have the same rights and remedies for
non-payment by Tenant of any such amounts due on account of such 
Operating Costs as Landlord has hereunder, for the failure of Tenant
to pay rent as provided for in Article 14 of this Lease.

          As used in this Lease, the term "Operating Costs" shall mean all 
costs and expenses incurred by Landlord in connection with the operation, 
insuring, repair, equipping, maintenance, replacement, management and 
cleaning (collectively, "the Operation") of the Building, the Building
heating, ventilating, electrical, plumbing, and other systems and the Lot 
(collectively, "the Property"), including, without limitation, the following:

          (1)  All expenses incurred by Landlord or Landlord's agents which 
shall be directly related to employment of personnel, including amounts 
incurred for wages, salaries and other compensation for services, payroll, 
social security, unemployment and similar taxes, worker's compensation 
insurance, disability benefits, pensions, hospitalization, retirement plans 
and group insurance, uniforms and working clothes and the cleaning thereof, 
and expenses imposed on Landlord or Landlord's agents pursuant to any 
collective bargaining agreement for the services of employees of Landlord or 
Landlord's agents in connection with the Operation of the Property, and its 
mechanical systems including, without limitation, day and night supervisors, 
property manager, accountants, bookkeepers, janitors, carpenters, engineers, 
mechanics,  

                                        -8-

<PAGE>

electricians and plumbers and personnel engaged in supervision of any of the 
persons mentioned above; provided that, if any such employee is also employed 
on other properties of Landlord such compensation shall be suitably prorated 
among the Property and such other properties;

          (2)  The cost of services, materials and supplies furnished or used 
in the Operation of the Property, including, without limitation, the cost to 
perform Landlord's obligations under Sections 8.2 and 9.1 of this Lease;

          (3)  The amounts paid to managing agents and for legal and other 
professional fees relating to the Operation of the Property, but excluding 
such fees paid in connection with (x) negotiations for or the enforcement of 
leases; and (y) seeking abatements of Taxes; provided, however, that 
management fees shall not exceed prevailing market rates;

          (4)  Insurance premiums;

          (5)  Costs for electricity, steam and other utilities required in 
the Operation of the Property;

          (6)  Water and sewer use charges;

          (7)  The costs of snow-plowing and removal and landscaping;

          (8)  Amounts paid to independent contractors for services, 
materials and supplies furnished for the Operation of the Property;

          (9)  All other expenses incurred in connection with the Operation 
of the Property; and

          (10) ONLY THOSE CAPITAL EXPENDITURES MADE TO REDUCE OPERATING 
EXPENSES OR WHICH ARE FOR ENERGY CONSERVATION SHALL BE INCLUDED IN OPERATING 
EXPENSES PURSUANT TO THIS SECTION.

NOTWITHSTANDING THE FOREGOING, OPERATING COSTS SHALL NOT, HOWEVER, INCLUDE:

          (a)  EXPENSES IN CONNECTION WITH THE SERVICES OR OTHER BENEFITS OF 
A TYPE WHICH ARE NOT PROVIDED TO LESSEE BUT WHAT ARE PROVIDED TO ANOTHER 
TENANT OR OCCUPANT.

          (b)  COSTS INCURRED DUE TO VIOLATION BY LESSOR OR ANY TENANT OF THE 
TERMS AND CONDITIONS OF ANY LEASE.

          (c)  OVERHEAD AND PROFIT INCREMENT PAID TO SUBSIDIARIES OR 
AFFILIATES OR LESSOR FOR SERVICES ON OR TO THE REAL PROPERTY TO THE EXTENT 
ONLY THAT THE COST OF SUCH SERVICES EXCEEDS COMPETITIVE COSTS OF SUCH 
SERVICES WERE THEY NOT SO RENDERED BY A SUBSIDIARY AFFILIATE.

                                        -9-
<PAGE>

          (d)  LESSOR'S GENERAL OVERHEAD, IF ANY, NOT DIRECTLY CONNECTED WITH 
THE OPERATION AND MANAGEMENT OF THE BUILDING.

          (e)   ANY COMPENSATION PAID TO CLERKS, ATTENDANTS OR OTHER PERSONS 
IN COMMERCIAL CONCESSIONS OPERATED BY LESSOR.

          (f)  ALL ITEMS AND SERVICES FOR WHICH LESSEE IS SEPARATELY CHARGED, 
REIMBURSES LESSOR OR PAYS THIRD PERSONS.

          (g)  ANY FINES OR PENALTIES INCURRED DUE TO VIOLATIONS BY LESSOR OF 
ANY GOVERNMENTAL RULE OR AUTHORITY.

          (h)  ANY COSTS WHATSOEVER RELATED TO LESSOR'S EXPANSION OF THE 
BUILDING OR CONSTRUCTION OF NEW IMPROVEMENTS ON THE LAND.

WITH A THIRTY (30) DAY PRIOR WRITTEN NOTICE TO LESSOR, LESSEE SHALL HAVE THE 
RIGHT TO AUDIT THE LESSOR'S RECORDS, AT LESSOR'S MAIN OFFICE DURING NORMAL 
BUSINESS HOURS, AS THEY RELATE TO THE CHARGES AS CONTAINED UNDER SECTION 4.2, 
NAMELY REAL ESTATE TAX AND SECTION 4.3, NAMELY TENANT'S SHARE OF OPERATING 
COSTS.  ANY ADJUSTMENT TO THE ORIGINAL BILLING AS A RESULT OF SUCH AUDIT, 
SHALL BE MADE TO THE NEXT REGULAR RENT PAYMENT HEREUNDER.  THIS RIGHT TO 
AUDIT DOES NOT EXTEND LESSEE THE RIGHT TO WITHHOLD PAYMENT OF SUCH REAL 
ESTATE TAXES OR OPERATING EXPENSES.

LESSOR AGREES TO KEEP BOOKS AND RECORDS SHOWING OPERATING EXPENSES IN 
ACCORDANCE WITH A SYSTEM OF ACCOUNTS AND ACCOUNTING PRACTICES WHICH ARE 
CONSISTENTLY MAINTAINED ON A YEAR-TO-YEAR BASIS AND IN ACCORDANCE WITH 
GENERALLY ACCEPTED ACCOUNTING PRACTICES.  LESSEE AGREES THAT ALL INFORMATION 
GAINED FROM INSPECTIONS OR AUDITS OF SUCH BOOKS AND RECORDS CONDUCTED BY OR 
ON BEHALF OF LESSEE SHALL BE CONFIDENTIAL AND SHALL NOT BE DISCLOSED OTHER 
THAN TO CARRY OUT THE PURPOSES HEREOF, PROVIDED, HOWEVER, THAT LESSEE SHALL 
BE PERMITTED TO DIVULGE SUCH INFORMATION IN CONNECTION WITH ANY 
ADMINISTRATIVE OR JUDICIAL PROCEEDING IN WHICH LESSOR IS INVOLVED AND WHERE 
LESSEE IS REQUIRED TO DIVULGE SUCH INFORMATION.

                                     ARTICLE V
                                   USE OF PREMISES

5.1  PERMITTED USE

          Tenant agrees that the Premises shall be used and occupied by 
Tenant only for the purposes specified as the Permitted Use thereof in 
Section 1.2 of this Lease, and for no other purpose or purposes.

                                      -10-
<PAGE>

          The Tenant shall comply and shall cause its employees, agents, and 
invitees to comply with such reasonable rules and regulations as Landlord 
shall from time to time establish for the proper regulation of the Building 
and the Lot, provided that Landlord gives Tenant reasonable advance notice 
thereof and that such additional rules and regulations shall be of general 
application to all the tenants in the Building, except where different 
circumstances justify different treatment.  SUCH RULES AND REGULATIONS SHALL 
NOT CONFLICT WITH THE LEASE OR IMPOSE A GREATER BURDEN ON TENANT.


5.2  COMPLIANCE WITH LAWS

          Tenant agrees that no trade or occupation shall be conducted in the 
Premises or use made thereof which will be unlawful, improper, or contrary to 
any law, ordinance, by-law, code, rule, regulation or order applicable in the 
municipality in which the Premises are located or which will disturb the 
quiet enjoyment of the other tenants of the Building.  Tenant shall obtain 
any and all approvals, permits, licenses, variances and the like from 
governmental or quasi-governmental authorities, including without limitation 
any Architectural Access Board and Board of Fire Underwriters (collectively, 
"Approvals") which are required for Tenant's use of the Premises, including, 
without limitation, any which may be required for any construction work and 
installations, alterations, or additions made by Tenant to, in, on, or about 
the Premises; provided, however, that Tenant shall not seek or apply for any 
Approvals without first having given Landlord a reasonable opportunity to 
review any applications for Approvals and all materials and plans to be 
submitted in connection therewith and obtaining Landlord's written consent.  
In any event, Tenant shall be responsible for all costs, expenses, and fees 
in connection with obtaining all Approvals.  Tenant's inability to obtain or 
delay in obtaining any such Approval shall in no event reduce, delay, or 
terminate Tenant's rental, payment, and performance obligations hereunder.  
Tenant shall, at its own cost and expense, (i) make all installations, 
repairs, alterations, additions, or improvements to the Premises required by 
any law, ordinance, by-law, code, rule, regulation or order of any 
governmental or quasi-governmental authority DUE TO TENANT'S SPECIFIC USE OR 
ALTERATIONS AS OPPOSED TO GENERAL OFFICE USE; (ii) keep the Premises equipped 
with all required safety equipment and appliances; and (iii) comply with all 
laws, ordinances, codes, rules, regulations, and orders and the requirements 
of Landlord's and Tenant's insurers applicable to the Premises, Building and 
Lot.  Tenant shall not place a load upon any floor in the Premises exceeding 
the lesser of (a) the floor load per square foot of area which such floor was 
designed to carry as certified by Landlord's architect and (b) the floor load 
per square foot of area which is allowed by law.  Landlord reserves the right 
to prescribe the weight and position of all business machines and mechanical 
equipment, including safes, which shall be placed so as to distribute the 
weight.

5.3  INSURANCE RISKS

          Tenant shall not permit any use of the Premises which will make 
voidable or, unless Tenant pays the extra insurance premium attributable 
thereto as provided below,

                                        -11-
<PAGE>

increase the premiums for any insurance on the Building or on the contents of 
said property or which shall be contrary to any law or regulation from time 
to time established by the New England Fire Insurance Rating Association (or 
any successor organization) or which shall require any alteration or addition 
to the Building.  Tenant shall, within thirty (30) days after written demand 
therefor, reimburse Landlord and all other tenants for the costs of all extra 
insurance premiums caused by Tenant's use of the Premises.  Any such amounts 
shall be deemed to be additional rent hereunder.

5.4  ELECTRICAL EQUIPMENT

         The Tenant shall not, without Landlord's written consent in each 
instance, connect to the electrical distribution system any fixtures, 
appliances, or equipment which will operate individually or collectively at a 
wattage in excess of the capacity of the electrical system serving the 
Premises as the same may be reasonably determined by Landlord and Landlord 
may audit Tenant's use of electric power to determine Tenant's compliance 
herewith.  If Landlord, in its sole discretion, permits such excess usage, 
Tenant will pay for the cost of such excess power as additional rent, 
together with the cost of installing any additional risers, meters, or other 
facilities that may be required to furnish or measure such excess power to 
the Premises.

5.5  TENANT'S OPERATIONAL COVENANTS

     (a)  Affirmative Covenants

          In regard to the use and occupancy of the Premises, Tenant will at 
its expense:  (1) keep the inside and outside of all glass in the doors and 
windows of the Premises reasonably clean AND FREE OF ANY OBSTRUCTIONS; (2) 
UNLESS COVERED BY LANDLORD'S COMPREHENSIVE PUBLIC LIABILITY INSURANCE, 
replace promptly any cracked or broken glass of the Premises PROVIDED SUCH 
REPLACEMENT IS NECESSARY DUE TO THE NEGLIGENCE OF THE TENANT, ITS AGENTS, 
CONTRACTORS OR INVITEES, with glass of like kind and quality; (3) maintain 
the Premises in a clean, orderly and sanitary condition and free of insects, 
rodents, vermin and other pests; (4) keep any garbage, trash, rubbish or 
other refuse in vermin-proof containers within the interior of the Premises 
until removed (and Tenant shall cause the Premises to be inspected and 
exterminated on a regular basis by a reputable, licensed exterminator and 
shall provide Landlord, on request, with a copy of Tenant's contract for such 
services); (5) keep all mechanical apparatus OWNED BY TENANT FREE of 
vibration and loud noise which may be transmitted beyond the Premises; and 
(6) comply with and observe all rules and regulations reasonably established 
by Landlord from time to time.

     (b)  Negative Covenants

          In regard to the use and occupancy of the Premises and common 
areas, Tenant will not: (7) place or maintain any trash, refuse or other 
articles in any vestibule or entry of the Premises, on the sidewalks or 
corridors adjacent thereto or elsewhere on the exterior of the Premises so as 
to obstruct any corridor, stairway, sidewalk or

                                      -12-

<PAGE>

common area; (8) permit undue accumulations of or burn garbage, trash, 
rubbish or other refuse within or without the Premises; (9) cause or permit 
objectionable odors to emanate or to be dispelled from the Premises; or (10) 
commit, or suffer to be committed, any waste upon the Premises or any public 
or private nuisance or other act or thing which may disturb the quiet 
enjoyment of any other tenant or occupant of the Building, or use or permit 
the use of any portion of the Premises for any unlawful purpose; (11) park 
trucks or other vehicles in a manner that will block access to the loading 
docks serving the Building.

5.6  SIGNS, BLINDS and DRAPES

          Tenant shall not place any signs on the exterior of the Building or 
on or in any window, public corridor or door visible from the exterior of the 
Premises.  No drapes or blinds may be put on or in any window nor may any 
Building drapes or blinds be removed by Tenant.

5.7  HAZARDOUS MATERIALS

         WITH THE EXCEPTION OF ORDINARY OFFICE SUPPLIES, the Tenant shall not 
use, handle, store or dispose of any oil, hazardous or toxic substances, 
materials or wastes (collectively "Hazardous Materials") in, under, on or 
about the Property except for such storage and use consented to by Landlord 
in advance which consent may be withheld in Landlord's sole and absolute 
discretion.  Any Hazardous Materials in the Premises, and all containers 
therefor, shall be used, kept, stored and disposed of in conformity with all 
applicable laws, ordinances, codes, rules, regulations and orders of 
governmental authorities.  If the transportation, storage, use or disposal of 
Hazardous Materials anywhere on the Property in connection with Tenant's use 
of the Premises results in (1) contamination of the soil or surface or ground 
water or (2) loss or damage to person(s) or property, then Tenant agrees (i) 
to notify Landlord immediately of any contamination, claim of contamination, 
loss or damage, (ii) after consultation with and approval by Landlord, to 
clean up all contamination in full compliance with all applicable statutes, 
regulations and standards, and (iii) to indemnify, defend and hold Landlord 
harmless from and against any claims, suits, causes of action, costs and 
fees, including, without limitation, attorneys' fees, arising from or 
connected with any such contamination, claim of contamination, loss or 
damage.  This provision shall survive the termination of this Lease.  No 
consent or approval of Landlord shall in any way be construed as imposing 
upon Landlord any liability for the means, methods, or manner of removal, 
containment or other compliance with applicable law for and with respect to 
the foregoing.  The terms of this Section 5.7 shall apply to any 
transportation, storage, use or disposal of Hazardous Materials irrespective 
of whether Tenant has obtained Landlord's consent therefor but nothing in 
this Lease shall limit or otherwise modify the requirement of obtaining 
Landlord's prior consent as set forth in the first sentence of this Section 
5.7. LANDLORD REPRESENTS AND WARRANTS TO THE BEST OF ITS KNOWLEDGE THAT AS OF 
THE RENT COMMENCEMENT DATE THERE SHALL BE NO HAZARDOUS MATERIALS LOCATED ON, 
AT, IN OR UNDER THE PROPERTY AND THAT LANDLORD HAS RECEIVED

                                  -13-

<PAGE>

NO NOTICE OF ANY RELEASE OR THREAT OF RELEASE OF ANY OF ANY HAZARDOUS 
MATERIALS ON, AT, IN OR UNDER THE PROPERTY OR NEAR THE PROPERTY.  LANDLORD 
SHALL INDEMNIFY AND HOLD TENANT HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, 
LOSS, COST, EXPENSE OR DAMAGE RESULTING FROM ANY BREACH BY LANDLORD OF THE 
FOREGOING REPRESENTATION AND WARRANTY.

                                     ARTICLE VI
                     INSTALLATIONS, ALTERATIONS, AND ADDITIONS


6.1  INSTALLATIONS, ALTERNATIONS, AND ADDITIONS

          Tenant shall not make structural installations, alterations, or 
additions to the Premises, but may make nonstructural installations, 
alterations or additions provided that Landlord consents thereto in advance 
and in writing. TENANT SHALL HAVE THE RIGHT TO MAKE NONSTRUCTURAL ALTERATIONS 
COSTING IN EXCESS OF $15,000.00 WITHOUT FIRST OBTAINING LANDLORD'S PRIOR 
WRITTEN CONSENT.  In any event, Tenant shall not demolish the existing office 
space in the Premises, without the prior written approval of Landlord, which 
approval may NOT BE UNREASONABLY withheld OR DELAYED PROVIDED, HOWEVER, THAT 
TENANT CONFORMS TO THE STANDARD TYPICAL CONSTRUCTION CRITERIA ESTABLISHED BY 
LANDLORD FOR THE BUILDING. In no event shall Landlord's approval of any 
proposed installations, alterations, or additions to the Premises, whether in 
connection with Tenant's initial leasehold improvements or otherwise, 
constitute a representation by Landlord that such work complies with the 
requirements of any applicable law or regulation, including without 
limitation the requirements of the ADA.  Any installations, alterations, or 
additions made by Tenant shall be at Tenant's sole cost and expense and shall 
be done in a good and workmanlike manner using materials of a quality at 
least equivalent to that of the existing improvements and in compliance with 
the requirements of Section 5.2; and prior to Tenant's use of the Premises, 
after the performance of any such work, Tenant shall procure certificates of 
occupancy and any other required certificates.  Tenant shall not suffer or 
permit any mechanics' or similar liens to be placed upon the Premises for 
labor or materials furnished to Tenant or claimed to have been furnished to 
Tenant in connection with work of any character performed or claimed to have 
been performed at the direction of Tenant, and shall cause any such lien to 
be released of record forthwith without cost to Landlord.  Any and all Tenant 
installations, alterations, and additions, in or to the Premises, that are 
intended to become or do become part of the real estate or fixtures therein 
(other than trade fixtures that are readily removable without damage to the 
Premises) including but not limited to equipment, appliances, and machinery, 
shall be fully paid for and free and clear of any and all chattel mortgages, 
conditional bills of sale, security interests, or any liens or encumbrances 
of any kind or nature.  At all times when any installation, alteration, or 
addition by Tenant is in progress, there shall be maintained, at Tenant's 
cost and expense, insurance meeting the requirements of Section 11.3 below 
and certificates of insurance evidencing such coverage shall be furnished to 
Landlord prior to the commencement of any such work.  Any installations, 
alterations or additions made by Tenant to the Premises, including, without 
limitation, all utility systems, 

                                     -14-

<PAGE>

fixtures, machinery, equipment, and appliances installed in connection 
therewith, other than movable personal property, shall become the property of 
Landlord at the termination or expiration of this Lease, unless Landlord 
requires, at the time of Landlord's approval of such work, Tenant to remove 
any of the same, IF NOT TYPICAL OFFICE ALTERATIONS, in which event Tenant 
shall, at its own cost and expense, comply with such requirement and repair 
any damage caused by such removal.

          It is further agreed and understood that at the termination of this 
Lease or any extensions thereof, Tenant shall leave the Premises broom clean 
and in good repair, order and condition, ORDINARY WEAR AND TEAR EXCEPTED

                            ARTICLE VII
                      ASSIGNMENT AND SUBLETTING

7.1  PROHIBITION

         Notwithstanding any other provision of this Lease, Tenant shall not, 
directly or indirectly, assign, mortgage, pledge or otherwise transfer, 
voluntarily or involuntarily, this Lease or any interest herein or sublet 
(which term without limitation, shall include granting of concessions, 
licenses, and the like) or allow any other person or entity to occupy the 
whole or any part of the Premises, without, in each instance, having first 
received the express consent of Landlord, WHICH CONSENT SHALL NOT BE 
UNREASONABLY WITHHELD OR DELAYED.  Any assignment of this Lease or subletting 
of the whole or any part of the Premises (other than as permitted to a 
subsidiary or a controlling corporation as set forth below) by Tenant without 
Landlord's express consent shall be invalid, void and of no force or effect.  
This prohibition includes, without limitation, any assignment, subletting, or 
other transfer which would occur by operation of law, merger, consolidation, 
reorganization, acquisition, transfer, or other change of Tenant's corporate 
or proprietary structure, including a change in the partners of any 
partnership, and the sale, pledge, or other transfer of any of the issued or 
outstanding capital stock of any corporate Tenant (unless such stock is 
publicly traded on a recognized security exchange or over-the-counter 
market). Any request for consent under this Section 7.1 shall set forth, in 
detail reasonably satisfactory to Landlord, the identification of the 
proposed assignee or sublessee, its financial condition and the terms on 
which the proposed assignment or subletting is to be made, including, without 
limitation, the rent or any other consideration to be paid in respect thereto 
and such request shall be treated as Tenant's warranty in respect of the 
information submitted therewith.

          In any case where Landlord shall consent to any assignment or 
subletting, Tenant originally named herein shall remain fully liable for 
Tenant obligations hereunder, including, without limitation, the obligation 
to pay the rent and other amounts provided under this Lease and such 
liability shall not be affected in any way by any future amendment, 
modification, or extension of this Lease (BUT SHALL NOT BE INCREASED BY SUCH 
FUTURE AMENDMENTS) or any further assignment, other transfer, or subleasing 
and Tenant hereby irrevocably consents to any and all such transactions.

                                         -15-
<PAGE>

Tenant agrees to pay to Landlord, within fifteen (15) days of billing 
therefor, all reasonable legal and other out-of-pocket expenses UP TO 
$1,000.00 incurred by Landlord in connection with any request to assign or 
sublet.  It shall be a condition of the validity of any permitted assignment 
or subletting that the assignee or sublessee agree directly with Landlord, in 
form REASONABLY satisfactory to Landlord, to be bound by all Tenant 
obligations hereunder, including, without limitation, the obligation to pay 
all Rent and other amounts provided for under this Lease and the covenant 
against further assignment or other transfer or subletting.

     Without limiting Landlord's discretion to grant or withhold its consent 
to any proposed assignment or subletting, if Tenant requests Landlord's 
consent to assign this Lease or sublet all or any portion of the Premises, 
Landlord shall have the option, exercisable by notice to Tenant given within 
thirty (30) days after Landlord's receipt of such request, to terminate this 
Lease as of the date specified in such notice which shall be not less than 
thirty (30) nor more than sixty (60) days after the date of such notice for 
the entire Premises, in the case of an assignment or subletting of the whole, 
and for the portion of the Premises, in the case of a subletting of a 
portion.  In the event of termination in respect of a portion of the 
Premises, the portion so eliminated shall be delivered to Landlord on the date 
specified in good order and condition in the manner provided in Section 8.1 
at the end of the Lease Term and thereafter, to the extent necessary in 
Landlord's judgment, Landlord, at Tenant's sole cost and expense, may have 
access to and may make modification to the Premises so as to make such 
portion a self-contained rental unit with access to common areas, elevators 
and the like.  Rent and Tenant's Proportionate Share shall be adjusted 
according to the extent of the Premises for which this Lease is terminated.  
Without limitation of the rights of Landlord hereunder in respect thereto, if 
there is any assignment of this Lease by Tenant for consideration or a 
subletting of the whole of the Premises by Tenant at a rent which exceeds the 
rent payable hereunder by Tenant, or if there is a subletting of a portion of 
the Premises by Tenant at a rent in excess of the subleased portion's PRO 
RATA share of the Rent payable hereunder by Tenant, then Tenant shall pay to 
Landlord, as additional rent, forthwith upon Tenant's receipt of the 
consideration (or the cash equivalent thereof) therefor, in the case of an 
assignment, and in the case of a subletting, FIFTY PERCENT (50%) of the 
amount of any such excess rent.  The provisions of this paragraph shall apply 
to each and every assignment of this Lease and each and every subletting of 
all or a portion of the Premises, whether to a subsidiary or controlling 
corporation of Tenant or any other person, firm or entity, in each case on 
the terms and conditions set forth herein. For the purposes of this Section 
7.1, the term "rent" shall mean all rent, additional rent or other payments 
and/or consideration payable by one party to another for the use and 
occupancy of all or a portion of the Premises.

     The requirement of Landlord's prior consent and Landlord's recapture 
right shall not, however, be applicable to an assignment of this Lease by 
Tenant to a subsidiary (for such period of time as at least 50% of the stock 
of such subsidiary continues to be owned by Tenant, it being agreed that the 
subsequent sale or transfer of the stock of such subsidiary (either 
individually or in the aggregate) resulting in Tenant owning less than 50% of 
the stock of such subsidiary shall be treated as if such sale or transfer 
were, for all purposes, an assignment of this Lease governed by the provisions

                                        -16-

<PAGE>

of this Section 7.1) or controlling corporation, provided (and it shall be a 
condition of the validity of any such assignment) that such subsidiary or 
controlling corporation agree directly with Landlord to be bound by all of 
the obligations of Tenant hereunder, including, without limitation, the 
obligation to pay the rent and other amounts provided for under this Lease, 
the covenant to use the Premises only for the purposes specifically permitted 
under this Lease and the covenant against further assignment; but such 
assignment shall not relieve Tenant herein named of any of its obligations 
hereunder, and Tenant shall remain fully liable therefor.  Further, 
Landlord's consent shall not be required for an assignment of this Lease in 
connection with a transfer of substantially all operations of Tenant to 
another entity by way of merger, consolidation or sale of substantially all 
of the stock therein or assets thereof, provided that at the time of such 
assignment such entity has a net worth at least equal to that of Tenant or 
any guarantor on the date hereof or on the date of such assignment, whichever 
is greater.

7.2  ACCEPTANCE OF RENT FROM TRANSFEREE

          The acceptance by Landlord of the payment of Rent, additional rent, 
or other charges following assignment, subletting, or other transfer 
prohibited by this Article VII shall not be deemed to be a consent by 
Landlord to any such assignment, subletting, or other transfer, nor shall the 
same constitute a waiver of any right or remedy of Landlord.

                               ARTICLE VIII
                         REPAIRS AND MAINTENANCE

8.1  TENANT OBLIGATIONS

          From and after the date that possession of the Premises is 
delivered to Tenant and until the end of the Lease Term, Tenant shall keep 
the Premises and every part thereof in good order, condition, and repair, 
reasonable wear and tear and damage by casualty, as a result of condemnation, 
or as a result of the failure of Landlord to provide services required to be 
provided hereunder only excepted; and shall return the Premises to Landlord 
at the expiration or earlier termination of the Lease Term in such condition.

8.2  LANDLORD OBLIGATIONS

         Except as may be provided in Articles XII and XIII, Landlord agrees 
to keep in good order, condition, and repair the structural components and 
the roof of the Building, the common utility and Building systems, the common 
hallways, entrances, restrooms and elevators, the paved surface of the 
parking areas serving the Building and the sprinkler system to the extent the 
same is located outside the Premises (Tenant being responsible for all 
portions of the sprinkler system located within the Premises), except that 
Tenant shall reimburse Landlord, as additional rent hereunder, for the costs 
of maintaining, repairing, or otherwise correcting any condition caused by an 
act, omission, neglect or default under this Lease of Tenant or any employee, 
agent, or

                                        -17-
<PAGE>

contractor of Tenant or any other party for whose conduct Tenant is 
responsible UNLESS COVERED BY LANDLORD'S COMPREHENSIVE PUBLIC LIABILITY 
INSURANCE.  Without limitation, Landlord shall not be responsible to make any 
improvements or repairs other than as expressly provided in this Section 8.2, 
and Landlord shall not be liable for any failure to make such repairs unless 
Tenant has given notice to Landlord of the need to make such repairs and 
Landlord has failed to commence to make such repairs within a reasonable time 
thereafter.

                                    ARTICLE IX
                       SERVICES TO BE FURNISHED BY LANDLORD;
                                     UTILITIES

9.1  LANDLORD'S SERVICES

          The Landlord shall provide all Tenant's water and sewer use and 
reasonable heating and air-conditioning during the normal heating and cooling 
season between the hours of 8:00 A.M. and 6:00 P.M., during normal business 
days.  The normal cooling season shall be from April 15th to October 1st of 
any given year. Normal business days are all days except Saturday, Sunday, 
New Year's Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day, 
Christmas Day (and the following day when any such day occurs on Sunday) and 
such other days as Landlord presently or in the future recognizes as holidays 
for Landlord's general office staff.  In addition, Landlord agrees to furnish 
elevator service and to light passageways and stairways during business 
hours, and to furnish such cleaning service as is customary in similar 
buildings in said city or town, all subject to interruption due to any 
accident, to the making of repairs, alterations or improvements, to labor 
difficulties, to trouble in obtaining fuel, electricity, service or supplies 
from the sources from which they are usually obtained for said building, or 
to causes beyond Landlord's control.  If Tenant shall require 
air-conditioning, heating or ventilation outside the hours and days above 
specified, Landlord shall furnish such service and Tenant shall pay therefor 
such charges as may from time to time be in effect.  In the event Tenant 
introduces into the Premises personnel or equipment which overloads the 
capacity of the building system or in any other way interferes with the 
system's ability to perform adequately its proper functions, supplementary 
systems may if and as needed at Landlord's option, be provided by Landlord, 
at Tenant's expense.

          NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF 
DURING THE LEASE TERM THERE IS A LOSS OR INTERFERENCE WITH A BUILDING SYSTEM 
AND SUCH LOSS OR INTERFERENCE SHALL MATERIALLY INTERFERE WITH TENANT'S USE OF 
THE PREMISES AS CONTEMPLATED BY THIS LEASE, LANDLORD SHALL PROMPTLY RESTORE 
SAID BUILDING SYSTEM TO ENABLE TENANT'S USE OF THE PREMISES.  IN THE EVENT 
THE BUILDING SYSTEM IS NOT RESTORED WITHIN FIVE (5) DAYS FROM THE DATE OF 
SUCH LOSS OR INTERFERENCE, A JUST PROPORTION OF THE BASE RENT AND ADDITIONAL 
RENT PAYABLE BY TENANT SHALL ABATE, COMMENCING ON THE DATE OF SUCH 
INTERRUPTION OR LOSS, BUT SUCH ABATEMENT OR REDUCTION SHALL END WHEN LANDLORD 
SHALL HAVE SUBSTANTIALLY RESTORED THE BUILDING SYSTEM.

                                        -18-
<PAGE>

9.2  CAUSES BEYOND CONTROL OF THE LANDLORD

          The Landlord shall in no event be liable for failure to perform any 
of its obligations under this Lease when prevented from doing so by causes 
beyond its reasonable control, including without limitation labor dispute, 
breakdown, accident, order or regulation of or by any governmental authority, 
or failure of supply, or inability by the exercise of reasonable diligence to 
obtain supplies, parts, or employees necessary to furnish services required 
under this Lease, or because of war or other emergency, or for any cause due 
to any act, neglect, or default of Tenant or Tenant's servants, contractors, 
agents, employees, licensees or any person claiming by, through or under 
Tenant, and in no event shall Landlord ever be liable to Tenant for any 
indirect, special or consequential damages under the provisions of this 
Section 9.2 or any other provision of this Lease.

9.3  SEPARATELY METERED UTILITIES

         Tenant shall pay directly to the utility, as they become due, all 
bills for electricity, gas, water and sewer, and other utilities (whether 
they are used for furnishing heat or for other purposes) that are furnished 
to the Premises and now or hereafter separately metered or billed by the 
utility to the Premises.  If any utilities used or consumed by Tenant are not 
separately metered, Tenant shall pay its allocable share of such utilities, 
based on use, as determined by Landlord.  Landlord at Tenant's expense, shall 
purchase and install all lamps, tubes, bulbs, starters and ballasts.

                              ARTICLE X
                              INDEMNITY

          10.1 THE TENANT'S INDEMNITY. The Tenant shall indemnify and save 
harmless Landlord, the directors, officers, agents, and employees of 
Landlord, against and from all claims, expenses, or liabilities of whatever 
nature (a) arising directly or indirectly from any default or breach by 
Tenant or Tenant's contractors, licensees, agents, servants, or employees 
under any of the terms or covenants of this Lease (including without 
limitation any violation of Landlord's Rules and Regulations and any failure 
to maintain or repair equipment or installations to be maintained or repaired 
by Tenant hereunder) or the failure of Tenant or such persons to comply with 
any rule, order, regulation, or lawful direction now or hereafter in force of 
any public authority, in each case to the extent the same are related, 
directly or indirectly, to the Premises or the Building, or Tenant's use 
thereof; or (b) arising directly or indirectly from any accident, injury, or 
damage, however caused, to any person or property, on or about the damages; 
or (c) arising directly or indirectly from any accident, injury, or damage to 
any person or property occurring outside the Premises but within the Building 
or on the Lot, where such accident, injury, or damage results, or is claimed 
to have resulted, from any act, omission, or negligence on the part of 
Tenant, or Tenant's contractors, licensees, agents, servants, employees, or 
customers, or anyone claiming by or through Tenant: provided, however, that in 
no event shall Tenant be obligated under this clause (c) to indemnify 
Landlord, the directors, officers, agents, employees of Landlord, to the 
extent such claim, expense, or liability results from any omission, fault, 
negligence,

                                        -19-

<PAGE>

or other misconduct of Landlord or the officers, agents, or employees of 
Landlord on or about the Premises or the Building.

          This indemnity and hold harmless agreement shall include, without 
limitation, indemnity against all expenses, attorney's fees and liabilities 
incurred in connection with any such claim or proceeding brought thereon and 
the defense thereof with counsel reasonably acceptable to Landlord.  At the 
request of Landlord, Tenant shall defend any such claim or proceeding 
directly on behalf and for the benefit of Landlord.

(b)       THE LANDLORD'S INDEMNITY.  THE LANDLORD SHALL INDEMNIFY AND SAVE 
HARMLESS TENANT, THE DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES OF TENANT, 
AGAINST AND FROM ALL CLAIMS, EXPENSES, OR LIABILITIES OF WHATEVER NATURE (A) 
ARISING DIRECTLY OR INDIRECTLY FROM ANY DEFAULT OR BREACH BY LANDLORD OR 
LANDLORD'S CONTRACTORS, LICENSEES, AGENTS, SERVANTS, OR EMPLOYEES UNDER ANY 
OF THE TERMS OR COVENANTS OF THIS LEASE (INCLUDING WITHOUT LIMITATION ANY 
FAILURE TO MAINTAIN OR REPAIR EQUIPMENT OR INSTALLATIONS TO BE MAINTAINED OR 
REPAIRED BY LANDLORD HEREUNDER) OR THE FAILURE OF LANDLORD OR SUCH PERSONS TO 
COMPLY WITH ANY RULE, ORDER, REGULATION, OR LAWFUL DIRECTION NOW OR HEREAFTER 
IN FORCE OF ANY PUBLIC AUTHORITY, IN EACH CASE TO THE EXTENT THE SAME ARE 
RELATED, DIRECTLY OR INDIRECTLY, TO THE PREMISES OR THE BUILDING, OR 
LANDLORD'S USE THEREOF; OR (B) ARISING DIRECTLY OR INDIRECTLY FROM ANY 
ACCIDENT, INJURY, OR DAMAGE, HOWEVER CAUSED, TO ANY PERSON OR PROPERTY, ON OR 
ABOUT THE PREMISES; OR (C) ARISING DIRECTLY OR INDIRECTLY FROM ANY ACCIDENT, 
INJURY, OR DAMAGE TO ANY PERSON OR PROPERTY OCCURRING OUTSIDE THE PREMISES 
BUT WITHIN THE BUILDING OR ON THE LOT, WHERE SUCH ACCIDENT, INJURY, OR DAMAGE 
RESULTS, OR IS CLAIMED TO HAVE RESULTED, FROM ANY ACT, OMISSION, OR 
NEGLIGENCE ON THE PART OF LANDLORD, OR LANDLORD'S CONTRACTORS, LICENSEES, 
AGENTS, SERVANTS, EMPLOYEES, OR CUSTOMERS, OR ANYONE CLAIMING BY OR THROUGH 
LANDLORD; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL LANDLORD BE OBLIGATED 
UNDER THIS SECTION 10.1 (b) TO INDEMNIFY TENANT, THE DIRECTORS, OFFICERS, 
AGENTS, EMPLOYEES OF TENANT, TO THE EXTENT SUCH CLAIM, EXPENSE, OR LIABILITY 
RESULTS FROM ANY OMISSION, FAULT, NEGLIGENCE, OR OTHER MISCONDUCT OF TENANT OR 
THE OFFICERS, AGENTS, OR EMPLOYEES OF TENANT ON OR ABOUT THE PREMISES OR THE 
BUILDING.

          THIS INDEMNITY AND HOLD HARMLESS AGREEMENT SHALL INCLUDE, WITHOUT 
LIMITATION, INDEMNITY AGAINST ALL EXPENSES, ATTORNEY'S FEES AND LIABILITIES 
INCURRED IN CONNECTION WITH ANY SUCH CLAIM OR PROCEEDING BROUGHT THEREON AND 
THE DEFENSE THEREOF WITH COUNSEL REASONABLY ACCEPTABLE TO TENANT.  AT THE 
REQUEST OF TENANT, LANDLORD, SHALL DEFEND ANY SUCH CLAIM, OR PROCEEDING 
DIRECTLY ON BEHALF AND FOR THE BENEFIT OF TENANT.

10.2  THE TENANT'S RISK

          The Tenant agrees to use and occupy the Premises and to use such 
other portions of the Building and the Lot as Tenant is herein given the 
right to use at Tenant's sole risk; and Landlord shall have no responsibility 
or liability for any loss or damage, however caused, to furnishings, 
fixtures, equipment, or other personal property of Tenant or of any persons 
claiming by, through, or under Tenant.

                                        -20-

<PAGE>

10.3  INJURY CAUSED BY THIRD PARTIES

          The Tenant agrees that Landlord shall not be responsible or liable 
to Tenant, or to those claiming by, through, or under Tenant, for any loss or 
damage resulting to Tenant or those claiming by, through, or under Tenant, or 
its or their property, that may be occasioned by or through the acts or 
omissions of persons occupying any part of the Building, or for any loss or 
damage from the breaking, bursting, crossing, stopping, or leaking of 
electric cables and wires, and water, gas, sewer, or steam pipes, or like 
matters.

10.4  SECURITY

          Tenant agrees that, in all events, Tenant is responsible for 
providing security to the Premises and its own personnel.

                                     ARTICLE XI
                                     INSURANCE

11.1  TENANT'S INSURANCE OBLIGATIONS

          Tenant shall carry public liability insurance in a company or 
companies licensed to do business in the state in which the Premises are 
located and reasonably approved by Landlord.  Said insurance shall be in 
minimum amounts reasonably required by Landlord from time to time by notice 
to Tenant and shall name Landlord as an additional insured, as its interests 
may appear, and Tenant shall provide Landlord with evidence, when requested, 
that such insurance is in full force and effect.  Tenant shall carry property 
damage insurance for all of its equipment and for all leasehold improvements 
above the building standard which are made by Landlord or Tenant in and to 
the Premises, which policies shall name Landlord as an additional insured.  
If required by Landlord, receipts evidencing payment for said insurance shall 
be delivered to Landlord at least annually by Tenant and each policy shall 
contain an endorsement that will prohibit its cancellation or amendment prior 
to the expiration of thirty (30) days after notice of such proposed 
cancellation or amendment to Landlord. Tenant shall carry insurance in the 
initial amounts listed in the Basic Data and shall provide Landlord with 
certificates of such Tenant Insurance Requirements on or prior to the 
Commencement Date.

11.2  CONSTRUCTION PERIOD INSURANCE

          At any time when demolition or construction work is being performed 
on or about the Premises or Building by or on behalf of Tenant, the Tenant 
shall keep in full force and effect the following insurance coverage in each 
instance with policies reasonably acceptable to Landlord, including, without 
limitation, the amount of any deductible thereunder:


                                        -21-

<PAGE>

          (1)  builder's risk completed value (non-reporting form) in such 
form and affording such protections as required by Landlord, naming landlord 
and its mortgagees as additional insureds; and

          (2)  workers' compensation or similar insurance in form and amounts 
required by law.

          Tenant shall cause a certificate or certificates of such insurance 
to be delivered to Landlord prior to the commencement of any work in or about 
the Building or the Premises, in default of which Landlord shall have the 
right, but not the obligation, to obtain any or all such insurance at the 
expense of Tenant, in addition to any other right or remedy of Landlord.  The 
provisions of this Section 11.3 shall survive the expiration or earlier 
termination of this Lease.

11.3  WAIVER OF SUBROGATION

          Tenant and Landlord each hereby release the other to the extent of 
their respective insurance coverage, from any and all liability for any loss 
or damage caused by fire or any of the extended coverage casualties or any 
other casualty insured against, even if such fire or other casualty shall be 
brought about by the fault or negligence of Tenant, Landlord or their agents. 
Tenant and Landlord agree that their respective policies covering such loss 
or damage shall contain a clause to the effect that this release shall not 
affect said policies or the right of Tenant or Landlord, as the case may be, 
to recover thereunder and otherwise acknowledging this mutual waiver of 
subrogation.

                                  ARTICLE XII
                                   CASUALTY

12.1  DEFINITION OF "SUBSTANTIAL DAMAGE" AND "PARTIAL DAMAGE"

          The term "substantial damage," as used herein, shall refer to 
damage which is of such a character that in Landlord's reasonable, good faith 
estimate the same cannot, in ordinary course, be expected to be repaired 
within 90 calendar days from the time that such repair work would commence.  
Any damage which is not "substantial damage" is "partial damage."

12.2  PARTIAL DAMAGE TO THE BUILDING

           If during the Lease Term there shall be partial damage to the 
Building by fire or other casualty and if such damage shall materially 
interfere with Tenant's use of the Premises as contemplated by this Lease, 
Landlord shall promptly proceed to restore the Building to substantially the 
condition in which it was immediately prior to the occurrence of such damage.

                                         -22-

<PAGE>

12.3      SUBSTANTIAL DAMAGE TO THE BUILDING

          If during the Lease Term there shall be substantial damage to the 
Building by fire or other casualty and if such damage shall materially 
interfere with Tenant's use of the Premises as contemplated by this Lease, 
Landlord shall promptly restore the Building to the extent reasonably 
necessary to enable Tenant's use of the Premises, unless Landlord, within 
ninety (90) days after the occurrence of such damage, shall give notice to 
ALL OF THE TENANTS OF THE BUILDING of Landlord's election to terminate ALL 
TENANTS LEASES WITHIN THE BUILDING.  The Landlord shall have the right to 
make such election in the event of substantial damage to the Building whether 
or not such damage materially interferes with Tenant's use of the Premises.  
If Landlord shall give such notice, then this Lease shall terminate as of the 
date of such notice with the same force and effect as if such date were the 
date originally established as the expiration date hereof.  If Landlord has 
not restored the Premises to the extent required under this Section 12.3 
within nine (9) months after the date of such damage or destruction, such 
nine-month period to be extended to the extent of any delays of the 
completion of such restoration due to matters beyond Landlord's reasonable 
control, or if the Premises shall be substantially damaged during the last 
nine (9) months of the Lease Term then, in either such case, Tenant may elect 
to terminate this Lease by giving written notice of such election to Landlord 
within thirty (30) days after the end of such nine-month period and before 
the substantial completion of such restoration.  If Tenant so elects to 
terminate this Lease, then this Lease and the term hereof shall cease and 
come to an end on the date that is thirty (30) days after the date that 
Landlord receives Tenant's termination notice, unless on or before such date 
Landlord has substantially completed such restoration.

12.4      ABATEMENT OF RENT

          If during the Lease Term the Building shall be damaged by fire or 
casualty and if such damage shall materially interfere with Tenant's use of 
the Premises as contemplated by this Lease, a just proportion of the Base 
Rent payable by Tenant hereunder shall abate proportionately for the period 
in which, by reason of such damage, there is such interference with Tenant's 
use of the Premises, having regard to the extent to which Tenant may be 
required to discontinue Tenant's use of the Premises, but such abatement or 
reduction shall end if and when Landlord shall have substantially restored 
the Premises or so much thereof as shall have been originally constructed by 
Landlord (exclusive of any of Tenant's fixtures, furnishings, equipment and 
the like or work performed therein by Tenant) to substantially the condition 
in which the Premises were prior to such damage.

12.5      MISCELLANEOUS

          In no event shall Landlord have any obligation to make any repairs or
perform any restoration work under this Article XII if prevented from doing so
by reason of any cause beyond its reasonable control, including, without
limitation, the requirements


                                    -23-


<PAGE>

of any applicable laws, codes, ordinances, rules, or regulations, the refusal 
of the holder of a mortgage or ground lease affecting the premises to make 
available to Landlord the net insurance proceeds attributable to such 
restoration, or the inadequacy of such proceeds to fund the full cost of such 
repairs or restoration, but reasonably promptly after Landlord ascertains the 
existence of any such cause, it shall either terminate this Lease or waive such 
condition to its restoration obligations and proceed to restore the Premises 
as otherwise provided herein.  Further, Landlord shall not be obligated in 
any event to make any repairs or perform any restoration work EXCEPT FOR 
DAMAGE CAUSED BY NEGLIGENCE OF LANDLORD, ITS AGENTS OR CONTRACTORS, to any 
alterations, additions, or improvements to the Premises performed by or for 
the benefit of Tenant or to any fixtures in or portions of the Premises or 
the Building which were constructed or installed by or for some party other 
than Landlord or which are not the property of Landlord.


                                  ARTICLE XIII
                                 EMINENT DOMAIN

13.1      RIGHTS OF TERMINATION FOR TAKING

          If the Premises, or such portion thereof as to render the balance 
(if reconstructed to the maximum extent practicable in the circumstances) 
physically unsuitable for Tenant's purposes, shall be taken (including a 
temporary taking in excess of 180 days) by condemnation or right of eminent 
domain or sold in lieu of condemnation, Landlord or Tenant may elect to 
terminate this Lease by giving notice to the other of such election not later 
than thirty (30) days after Tenant has been deprived of possession.

          Further, if so much of the Building (which may include the 
Premises) or the Lot shall be so taken, condemned or sold or shall receive 
any direct or consequential damage by reason of anything done pursuant to 
public or quasi-public authority such that continued operation of the same 
would, in Landlord's opinion, be uneconomical, Landlord may elect to 
terminate this Lease by giving notice to Tenant of such election not later 
than thirty (30) days after the effective date of such taking.

          Should any part of the Premises be so taken or condemned or receive 
such damage and should this Lease be not terminated in accordance with the 
foregoing provisions, Landlord shall promptly after the determination of 
Landlord's award on account thereof, expend so much as may be necessary of 
the net amount which may be awarded to Landlord in such condemnation 
proceedings in restoring the Premises to an architectural unit that is 
reasonably suitable to the uses of Tenant permitted hereunder.  Should the 
net amount so awarded to Landlord be insufficient to cover the cost of so 
restoring the Premises, in the reasonable estimate of Landlord, Landlord may, 
but shall have no obligation to, supply the amount of such insufficiency and 
restore the Premises to such an architectural unit, with all reasonable 
diligence, or Landlord may terminate this Lease by giving notice to Tenant 
within a reasonable time after Landlord has determined the estimated cost of 
such restoration.

                                        -24-


<PAGE>

13.2      PAYMENT OF AWARD

          The Landlord shall have and hereby reserves and excepts, and Tenant 
hereby grants and assigns to Landlord, all rights to recover for damages to 
the Building and the Lot and the leasehold interest hereby created, and to 
compensation accrued or hereafter to accrue by reason of such taking or 
damage, as aforesaid.  The Tenant covenants to deliver such further 
assignments and assurances thereof as Landlord may from time to time request. 
Nothing contained herein shall be construed to prevent Tenant from 
prosecuting in any condemnation proceedings a claim for the value of any of 
Tenant's trade fixtures installed in the Premises by Tenant at Tenant's 
expense and for relocation expenses, provided that such action shall not 
affect the amount of compensation otherwise recoverable hereunder by Landlord 
from the taking authority.

13.3      ABATEMENT OF RENT

          In the event of any such taking of the Premises, the Base Rent or a 
fair and just proportion thereof, according to the nature and extent of the 
damage sustained, shall be suspended or abated, as appropriate and equitable 
in the circumstances.

13.4      MISCELLANEOUS

          In no event shall Landlord have any obligation to make any repairs 
under this Article XIII if prevented from doing so by reason of any cause 
beyond its reasonable control, including, without limitation, requirements of 
any applicable laws, codes, ordinances, rules, or regulations or requirements 
of any mortgagee. Further, Landlord shall not be obligated to make any 
repairs to any portions of the Premises or the Building which were 
constructed or installed by or for some party other than Landlord or which 
are not the property of Landlord, and Tenant shall be obligated to perform 
any repairs on and restorations to any alterations, additions, or 
improvements to the Premises performed by or for the benefit of Tenant.


                                 ARTICLE XIV

14.1      TENANT'S DEFAULT

          (a)  EVENTS OF DEFAULT.  The following shall be "Events of Default"
under this Lease:

          (i)  If Tenant shall fail to pay any monthly installment of Rent when 
          due, and such default shall continue for five (5) days after written 
          notice from Landlord; provided that no such notice shall be required 
          if Tenant has received a similar notice within three hundred 
          sixty-five (365) days prior to such violation or failure;

                                      -25-


<PAGE>



               (ii)      If Tenant shall fail to timely make any other payment 
          required under this Lease and such default shall continue for five 
          (5) days after written note from Landlord; provided that no such 
          notice shall be required if Tenant has received a similar notice 
          within three hundred sixty-five (365) days prior to such violation 
          or failure;

               (iii)     If Tenant shall violate or fail to perform any of the 
          other terms, conditions, covenants or agreements herein made by 
          Tenant, if such violation or failure continues for a period of thirty 
          (30) days after Landlord's written notice thereof to Tenant; provided 
          that no such notice shall be required if Tenant has received a 
          similar notice within three hundred sixty-five (365) days prior to 
          such violation or failure;

               (iv)      Tenant's becoming insolvent, as that term is defined 
          in Title 11 of the United States Code, entitled Bankruptcy, 11 
          U.S.C. Section 101 et. seq. (the "Bankruptcy Code"), or under the 
          insolvency laws of any State, District, Commonwealth or Territory of 
          the United States (the "Insolvency Laws");
                    
               (v)       the appointment of a receiver or custodian for all or 
          a substantial portion of Tenant's property or assets, or the 
          institution of a foreclosure action upon all or a substantial portion 
          of Tenant's real or personal property;

               (vi)      the filing of a voluntary petition under the 
          provisions of the Bankruptcy Code or Insolvency Laws;

               (vii)     the filing of an involuntary petition against Tenant 
          as the subject debtor under the Bankruptcy Code or Insolvency Laws, 
          which is either not dismissed within forty-five (45) days of filing, 
          or results in the issuance of an order for relief against the debtor,
          whichever is earlier;

               (viii)    Tenant's making or consenting to an assignment for the
          benefit of creditors or a common law composition of creditors; or

               (ix)      Tenant's interest in this Lease being taken on 
          execution in any action against the Tenant.

          (b)  LANDLORD'S REMEDIES.   Should an Event of Default occur under 
this Lease, Landlord may pursue any or all of the following remedies:

          (i)  TERMINATION OF LEASE.  Landlord may terminate this Lease by 
          giving written notice of such termination to Tenant, or by 
          reentry, whereupon the mailing of such notice of termination 
          addressed to Tenant, or in the case of reentry, upon such 
          reentry, with or without notice or demand and with process of law 
          (forcibly if necessary), this Lease shall automatically cease and 
          terminate and Tenant shall be immediately obligated to quit the 
          Premises.  Termination by entry or notice as provided herein shall 
          be effective and complete upon entry or the mailing of notice, 
          respectively, and shall require no further action on the


                                     -26-

<PAGE>

part of Landlord including, without limitation, resort to legal process under
applicable law.  Any other notice to quit or notice of Landlord's intention to
reenter the Premises is hereby expressly waived.  If Landlord elects to
terminate this Lease, everything contained in this Lease on the part of Landlord
to be done and performed shall cease without prejudice, subject, however, to the
right of Landlord to recover from Tenant all Annual Rent and Additional Rent and
any other sums accrued up to the time of termination or recovery of possession
by Landlord, whichever is later.

          (ii)  SUIT FOR POSSESSION. Landlord may proceed to recover possession
of the Premises under and by virtue of the provisions of the laws of the state
in which the Premises are located or by such other proceedings, including
reentry and possession, as may be applicable.

          (iii)  RELETTING OF PREMISES. Should this Lease be terminated 
before the expiration of the Tenn of this Lease by reason of Tenant's default 
as hereinabove provided, or if Tenant shall abandon or vacate the Premises 
before the expiration or termination of the Term of this Lease without having 
paid the full rental for the remainder of such Term, Landlord shall have the 
option, but not the obligation, to relet the Premises for such rent and upon 
such terms as are not unreasonable under the circumstances, and, if the full 
Annual Rent and Additional Rent reserved under this Lease, BUT IN NO EVENT 
MORE THAN THE ACCELERATED REMAINING RENT AND COST TO RELET (and any of the 
costs, expenses or damages indicated below) shall not be realized by 
Landlord, Tenant shall be liable for all damages sustained by Landlord, 
including, without limitation, deficiency in rent, reasonable attorneys' 
fees, brokerage fees and expenses of placing the Premises in first-class 
rentable condition including without limitation any alterations and 
improvements.  Landlord, in putting the Premises in good order or preparing 
the same for rerental may, at Landlord's option, make such alterations, 
repairs or replacements in the Premises as Landlord, in its sole judgment, 
considers advisable and necessary for the purpose of reletting the Premises, 
and the making of such alterations, repairs, or replacements shall not 
operate or be construed to release Tenant from liability hereunder as 
aforesaid.  Landlord shall in no event be liable in any way whatsoever for 
failure to relet the Premises, or in the event that the Premises are relet, 
for failure to collect the rent under such reletting, and in no event shall 
Tenant be entitled to receive the excess, if any, of such net rent collected 
over the sums payable by Tenant to Landlord hereunder.

          (iv)   ACCELERATION OF PAYMENT. If Tenant shall fail to pay any 
monthly installment of Rent pursuant to the terms of this Lease, within five 
(5) days of the date when each such payment is due, for three (3) consecutive 
months, or three (3) times in any period of twelve (12) consecutive months, 
then Landlord may, by giving written notice to Tenant, exercise any of the 
following options: (A) declare the entire rent reserved under this Lease to be 
due and payable within ten (10) days of such notice; (B) declare the rent 
reserved under this Lease for the next six (6) months (or at Landlord's 
option for a lesser period) to


                                        -27-
<PAGE>

          be due and payable within ten (10) days of such notice; or (C) 
          require an additional security deposit to be paid to Landlord 
          within ten (10) days of such notice in an amount not to exceed six 
          (6) months rent.  Landlord may invoke any of the options provided 
          for herein at any time during which an Event of Default remains 
          uncured.

               (v)  MONETARY DAMAGES.  Any damage or loss of rent sustained 
          by Landlord may be recovered by Landlord, at Landlord's option, at 
          the time of the reletting, or in separate actions, from time to 
          time, as said damage shall have been made more easily 
          ascertainable by successive relettings, or at Landlord's option in 
          a single proceeding deferred until the expiration of the Term of 
          this Lease (in which event Tenant hereby agrees that the cause of 
          action shall not be deemed to have accrued until the date of 
          expiration of said Term) or in a single proceeding prior to either 
          the time or relenting or the expiration of the Tenn of this Lease. 
          In addition, should it be necessary for Landlord to employ legal 
          counsel to enforce any of the provisions herein contained, Tenant 
          agrees to pay all attorney's fees and court costs reasonably 
          incurred.

               (vi) ANTICIPATORY BREACH; CUMULATIVE REMEDIES.  Nothing 
          contained herein shall prevent the enforcement of any claim 
          Landlord may have against Tenant for anticipatory breach of the 
          unexpired Term of this Lease.  In the event of a breach or 
          anticipatory breach by Tenant of any of the covenants or 
          provisions hereof, Landlord shall have the right of injunction 
          and the right to invoke any remedy allowed at law or in equity as 
          if reentry, summary proceedings and other remedies were not 
          provided for herein. Mention in this Lease of any particular 
          remedy shall not preclude Landlord from any other remedy, in law 
          or in equity, whether or not mentioned herein.  Landlord's 
          election to pursue one or more remedies, whether as set forth 
          herein or otherwise, shall not bar Landlord from seeking any other 
          or additional remedies at any time and in no event shall Landlord 
          ever be deemed to have elected one or more remedies to the 
          exclusion of any other remedy or remedies.  Any and all rights and 
          remedies that Landlord may have under this Lease, and at law and 
          in 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.  Tenant hereby expressly waives any and all 
          rights of redemption granted by or under any present or future 
          laws in the event of Tenant being evicted or dispossessed for any 
          cause, or in the event of Landlord obtaining possession of the 
          Premises, by reason of the violation by Tenant of any of the 
          covenants and conditions of this Lease, or otherwise.

          (c)  WAIVER.  If, under the provisions hereof, Landlord shall 
institute proceedings against Tenant and a compromise or settlement thereof 
shall be made, the same shall not constitute a waiver of any other covenant, 
condition or agreement herein contained, nor of any of Landlord's rights 
hereunder.  No waiver by Landlord of any breach of any covenant, condition or 
agreement herein contained shall operate as a waiver of such covenant, 
condition, or agreement itself, or of any subsequent breach thereof.  No 
payment by Tenant or receipt by Landlord of a lesser amount than the


                                      -28- 

<PAGE>


monthly installments of rent herein stipulated shall be deemed to be other 
than on account of the earliest stipulated rent, nor shall any endorsement or 
statement on any check or letter accompanying a check for payment of Rent or 
any other sum be deemed an accord and satisfaction, and Landlord may accept 
such check or payment without prejudice to Landlord's right to recover the 
balance of such Rent or any other sum or so pursue any other remedy provided 
in this Lease.  No reentry by Landlord, and no acceptance by Landlord of keys 
from Tenant, shall be considered an acceptance of a surrender of the Lease or 
Premises.

          (d)  RIGHT OF LANDLORD TO CURE TENANT'S DEFAULT. If Tenant defaults 
in the making of any payment or in the doing of any act herein required to be 
made or done by Tenant, then Landlord may, but shall not be required to, make 
such payment or do such act, and charge the amount of the expense thereof, if 
made or done by Landlord, with interest thereon at the rate per annum which 
is TWO percent (2%) greater than the "base-lending rate" then in effect at 
The First National Bank of Boston, Boston, Massachusetts, or the highest rate 
permitted by law, whichever may be less; with it being the express intent of 
the parties that nothing herein contained shall be construed or implemented 
in such a manner as to allow Landlord to charge or receive interest in excess 
of the maximum legal rate then allowed by law.  Such payment and interest 
shall constitute Additional Rent hereunder due and payable with the next 
monthly installment of Rent; but the making of such payment or the taking of 
such action by Landlord shall not operate to cure such default or to stop 
Landlord from the pursuit of any remedy to which Landlord would otherwise be 
entitled.

          (e)  LATE PAYMENT. If Tenant fails to pay any installment of Rent 
WITHIN FIVE (5) DAYS AFTER WRITTEN NOTICE FROM LANDLORD THAT such installment 
becomes due and payable, Tenant shall pay to Landlord a late charge of five 
percent (5%) of the amount of such installment, and, in addition, such unpaid 
installment shall bear interest at the rate per annum which is TWO percent 
(2%) greater than the "base lending rate" then in effect at The First 
National Bank of Boston, Boston, Massachusetts, or the highest rate permitted 
by law, whichever may be less; with it being the express intent of the 
parties that nothing herein contained shall be construed or implemented in 
such manner as to allow Landlord to charge or receive interest in excess of 
the maximum legal rate then allowed by law.  Such late charge and interest 
shall constitute Additional Rent hereunder due and payable with the next 
monthly installment of Rent due, or if payments have been accelerated 
pursuant to this Article 14, due and payable immediately.

          (f)  LIEN ON PERSONAL PROPERTY. LANDLORD EXPRESSLY WAIVES ITS 
STATUTORY OR COMMON LAW LANDLORD'S LIEN AND ANY AND ALL RIGHTS GRANTED UNDER 
ANY PRESENT OR FUTURE LAWS TO LEVY OR DISTRAIN FOR RENT (WHETHER IN ARREARS 
OR IN ADVANCE) AGAINST THE AFORESAID PROPERTY OF TENANT ON THE PREMISES AND 
FURTHER AGREES TO EXECUTE ANY REASONABLE INSTRUMENTS EVIDENCING SUCH WAIVER, 
AT ANY TIME OR TIMES HEREAFTER UPON TENANT'S REQUEST IN THE FORM OF EXHIBIT 
"D" ATTACHED HERETO.


                                      -29-


<PAGE>
 

                                   ARTICLE XV
                        THE LANDLORD'S ACCESS TO PREMISES

15.1      THE LANDLORD'S RIGHT OF ACCESS

          The Landlord and its agents, contractors, and employees shall have 
the right to enter the Premises at all reasonable hours upon reasonable 
advance notice AND ACCOMPANIED BY A REPRESENTATIVE OF TENANT or any time in 
case of emergency, for the purpose of inspecting or of making repairs or 
alterations, to the Premises or the Building or additions to the Building, 
and Landlord shall also have the right to make access available at all 
reasonable hours UPON REASONABLE ADVANCE NOTICE to prospective or existing 
mortgagees or purchasers of any part of the Building.

          For a period commencing twelve (12) months prior to the expiration 
of the Lease Term, Landlord may have reasonable access to the Premises at all 
reasonable hours UPON REASONABLE ADVANCE NOTICE for the purpose of exhibiting 
the same to prospective tenants.

                                    ARTICLE XVI

16.1      SUBORDINATION

          Upon the written request of Landlord, Tenant shall enter into a 
recordable agreement IN A COMMERCIALLY REASONABLE FORM with the holder of any 
present or future mortgage of the Premises, Building or Lot which shall 
provide that (i) this Lease shall be subordinated to such mortgage, (ii) in 
the event of foreclosure of said mortgage or any other action thereunder by 
the mortgagee, the mortgagee (and its successors in interest) and Tenant shall 
be directly bound to each other to perform the respective undischarged 
obligations of Landlord and Tenant hereunder (in the case of Landlord 
accruing after such foreclosure or other action and in the case of Tenant 
whether accruing before or after such foreclosure or other action), (iii) 
this Lease shall continue in full force and effect, and (iv) Tenant's rights 
hereunder shall not be disturbed, except as in this Lease provided.  The word 
"mortgage" as used herein includes mortgages, deeds of trust and all similar 
instruments, all modifications, extensions, renewals and replacements 
thereof, and any and all assignments of the Landlord's interest in this Lease 
given as collateral security for any obligation of Landlord.

                                    ARTICLE XVII
                              MISCELLANEOUS PROVISIONS

17.1      CAPTIONS

          The captions throughout this Lease are for convenience or reference 
only and shall in no way be held or deemed to define, limit, explain, 
describe, modify, or add to the interpretation, construction, or meaning of 
any provision of this Lease. 


                                      -30-


<PAGE>


17.2      NO ACCORD AND SATISFACTION

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

17.3      CUMULATIVE REMEDIES

          The specific remedies to which Landlord may resort under the terms 
of this Lease are cumulative and not intended to be exclusive of any other 
remedies or means of redress to which it may be lawfully entitled in case of 
any breach or threatened breach by Tenant of any provisions of this Lease.  
In addition to the other remedies provided in this Lease, Landlord shall be 
entitled to the restraint by injunction of the violation or attempted or 
threatened violation of any of the covenants, conditions or provisions of 
this Lease or to a decree compelling specific performance of any such 
covenants, conditions or provisions. Except as otherwise set forth herein, 
any obligations of Tenant as set forth herein (including, without limitation, 
rental and other monetary obligations, repair obligations and obligations to 
indemnify Landlord) shall survive the expiration or earlier termination of 
this Lease, and Tenant shall immediately reimburse Landlord for any expense 
incurred by Landlord in curing Tenant's failure to satisfy any such 
obligation (notwithstanding the fact that such cure might be effected by 
Landlord following the expiration or earlier termination of this Lease).

17.4      LANDLORD'S RIGHT TO CURE

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

17.5      BROKERAGE

          Tenant warrants that there are no claims for broker's commission or 
finder's fees in connection with its execution of this Lease or the tenancy 
hereby created and


                                      -31-

<PAGE>

agrees to indemnify and save Landlord harmless from any liability that may 
arise from such claim, including reasonable attorneys fees.

17.6      HOLDOVER

          If Tenant remains in the Premises after the termination of this 
Lease, by its own terms or for any other reason, such holding over shall not 
be deemed to create any tenancy, but Tenant shall be a tenant at sufferance 
only, at a daily rate equal to ONE HUNDRED FIFTY PERCENT (150%) the Rent 
applicable immediately prior to such termination plus the then applicable 
additional rent and other charges under this Lease.  Tenant shall also pay to 
Landlord all damages, direct or indirect, sustained by Landlord by reason of 
any such holding over. Otherwise, such holding over shall be on the terms and 
conditions set forth in this Lease as far as applicable.

17.7      COUNTERPARTS

          This Lease is executed in any number of counterparts, each copy of 
which is identical, and any one of which shall be deemed to be complete in 
itself and may be introduced in evidence or used for any purpose without the 
production of the other copies.

17.8      CONSTRUCTION AND GRAMMATICAL USAGE

          This Lease shall be governed, construed and interpreted in 
accordance with the laws of THE STATE OF NEW HAMPSHIRE, and Tenant agrees to 
submit to the personal jurisdiction of any court (federal or state) in said 
STATE for any dispute, claim or proceeding arising out of or relating to this 
Lease.  In construing this Lease, feminine or neuter pronouns shall be 
substituted for those masculine in form and vice versa, and plural terms 
shall be substituted for singular and singular for plural in any place in 
which the context so admits or requires.  If there be more than one party 
tenant, the covenants of Tenant shall be the joint and several obligations of 
each such party and, if Tenant is a partnership, the covenants of Tenant 
shall be the joint and several obligations of each of the partners and the 
obligations of the firm.

17.9      SECURITY DEPOSIT

          Tenant has deposited with Landlord the Security Deposit as security 
for the faithful performance and observance by Tenant of the terms, 
provisions and conditions of this Lease.  It is agreed that in the event 
Tenant defaults in respect of any of the terms, provisions and conditions of 
this Lease, Landlord may use, apply or retain the whole or any part of the 
Security Deposit to the extent required for payment of any Rent or any other 
sum as to which Tenant is in default or for any sum which Landlord may expend 
or may be required to expend by reason of Tenant's default in respect of any 
of the terms, covenants and conditions of this Lease, including but not 
limited to any damage or deficiency accrued before or after summary 
proceedings or other reentry by Landlord, including the costs of such 
proceeding or reentry and further including, without limitation, reasonable 
attorney's fees.  It is agreed that Landlord shall always


                                     -32-

<PAGE>

have the right to apply the Security Deposit, or any part thereof, as 
aforesaid, WITH ADVANCE notice and without prejudice to any other remedy or 
remedies which Landlord may have, or Landlord may pursue any other such 
remedy or remedies in lieu of applying the Security Deposit or any part 
thereof.  No interest shall be payable on the Security Deposit.  If Landlord 
shall use, apply or retain the Security Deposit in whole or in part and the 
Lease continues or Tenant's occupancy continues in the Premises, Tenant shall 
within ten (10) days after written notice from the Landlord make such further 
or other deposit of monies as may be necessary to bring the balance of the 
deposit to $14,775.33. In the event that Tenant shall fully and faithfully 
comply with all of the terms, provisions, covenants and conditions of this 
Lease, the Security Deposit shall be returned to Tenant within FORTY-FIVE 
(45) days after the date fixed as the end of the Lease and after delivery of 
entire possession of the Premises to Landlord in accordance with the terms of 
this Lease.  In the event of a sale or other transfer of the Building, or 
leasing of the entire Building including the Premises subject to Tenant's 
tenancy hereunder, Landlord shall transfer the Security Deposit then 
remaining to the vendee or lessee and Landlord shall thereupon be released 
from all liability for the return of such Security Deposit to Tenant; and 
Tenant agrees to look solely to the new Landlord for the return of said 
Security Deposit then remaining.  The holder of any mortgage upon the 
Building or Lot shall never be responsible to Tenant for the Security Deposit 
or its application or return unless the Security Deposit shall actually have 
been received in hand by such holder.  Tenant further covenants that it will 
not assign or encumber or attempt to assign or encumber the Security Deposit 
and that neither Landlord nor its successors or assigns shall be bound by any 
such assignment, encumbrance, attempted assignment or attempted encumbrance.

17.10    LANDLORD'S ENFORCEMENT EXPENSES

          Unless prohibited by applicable law, the Tenant agrees to pay to the
Landlord the amount of all fees and expenses (including, without limitation,
attorneys' fees and costs) incurred by the Landlord arising out of or resulting
from any act or omission by the Tenant with respect to this Lease or the
Premises, including without limitation, any breach by the Tenant of its
obligations hereunder, irrespective of whether Landlord resorts to litigation as
a result thereof.

17.11     TENANTS'S ENFORCEMENT EXPENSES

          UNLESS PROHIBITED BY APPLICABLE LAW, THE LANDLORD AGREES TO PAY TO THE
TENANT THE AMOUNT OF ALL FEES AND EXPENSES (INCLUDING, WITHOUT LIMITATION,
ATTORNEYS' FEES AND COSTS) INCURRED BY THE TENANT ARISING OUT OF OR RESULTING
FROM ANY ACT OR OMISSION BY THE LANDLORD WITH RESPECT TO THIS LEASE OR THE
PREMISES, INCLUDING WITHOUT LIMITATION, ANY BREACH BY THE LANDLORD OF ITS
OBLIGATIONS HEREUNDER, IRRESPECTIVE OF WHETHER TENANT RESORTS TO LITIGATION AS A
RESULT THEREOF.


                                      -33-

<PAGE>


17.12     NO SURRENDER

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

17.13     COVENANT OF QUIET ENJOYMENT

          Subject to the terms and provisions of this Lease and on payment of 
the Rent, additional rent, and other sums due hereunder and compliance with 
all of the terms and provisions of this Lease, Tenant shall lawfully, 
peaceably, and quietly have, hold, occupy, and enjoy the Premises during the 
term hereof, without hindrance or ejection by Landlord or by any persons 
claiming under Landlord; the foregoing covenant of quiet enjoyment is in lieu 
of any other covenant, express or implied.

17.14     NO PERSONAL LIABILITY OF THE LANDLORD

          It is specifically agreed that the obligations of Landlord under 
this Lease do not constitute personal obligations of Landlord and that Tenant 
shall not seek recourse against the personal assets of Landlord for 
satisfaction of any liability with respect to this Lease.

17.15     NOTICES

          Any notice or consent required to be given by or on behalf of 
either party to the other shall be in writing and shall be given by mailing 
such notice or consent as set forth in Article 1.2 of this Lease, addressed, 
if to Landlord, at the address set forth in Article 1.2 of this Lease, and, 
if to Tenant, at the address as set forth in Article 1.2 of this Lease, or at 
such other address as may be specified from time to time in writing sent to 
the other party by like notice.

          Whenever, by the terms of this Lease, notice shall or may be given 
either to Landlord or to Tenant, such notice shall be in writing and shall be 
delivered by hand or sent by registered or certified mail, postage prepaid or 
by so-called "express" mail (such as Federal Express or U.S. Postal Service 
Express Mail).

17.16     FINANCIAL INFORMATION

          IT IS HEREBY UNDERSTOOD AND AGREED THAT UPON LANDLORD'S WRITTEN 
REQUEST, SOLELY FOR THE REASONS SET FORTH BELOW, TENANT SHALL SUPPLY TO THE 
LANDLORD, FINANCIAL INFORMATION REASONABLY ACCEPTABLE TO LANDLORD;

          1.   UPON WRITTEN REASONABLE REQUEST BY LANDLORD'S LENDER.
          2.   UPON WRITTEN REASONABLE REQUEST FOR PURPOSES OF FINANCING OR 
          REFINANCING THE PREMISES.
          3.   SHOULD TENANT BE IN DEFAULT AS DEFINED IN SECTION 14.1 HEREIN.


                                      -34-


<PAGE>

17.17     RULES AND REGULATIONS

          The Tenant will observe and comply with the Rules and Regulations as
attached hereto and made a part hereof, including revisions and additions as the
Landlord may from time to time institute.


17.18     RIGHT TO MOVE

          The Landlord reserves the right to move the Tenant and if Landlord so
requests, Tenant shall vacate the Premises and relinquish its right with respect
to the same, provided that Landlord GIVES TENANT NOT LESS THAN NINETY (90) DAYS
PRIOR WRITTEN NOTICE OF SUCH A MOVE, AND FURTHER provides to Tenant, space
within the complex commonly known as Nashua Office Park, Nashua, NH 03062.

Such space shall be reasonably comparable in size, layout, finish and utility
to the existing Premises, and further provided that Landlord shall, at its sole
cost and expense, move the Tenant and its removable property from the Premises
to such new space in such a manner as will minimize, to the greatest extent
practicable, undue interference with the business or operations of Tenant. 
LANDLORD FURTHER AGREES TO PAY FOR ALL VERIFIED REASONABLE DIRECT AND INDIRECT
COSTS AS A RESULT OF ANY SUCH RELOCATION, TO INCLUDE BUT NOT BE LIMITED TO COSTS
OF RELOCATING FURNITURE, FILES AND EQUIPMENT, TELEPHONE INSTALLATION, AND THE
REASONABLE COSTS OF NEW STATIONERY.  Any such space shall from and after such
relocation, be treated as the Premises demised under this Lease, and shall be
occupied by Tenant under the same terms, provisions and conditions as are set
forth in this Lease.

17.19 TENANT'S RIGHT TO EXPAND

          IN THE EVENT TENANT HAS NOT BEEN IN DEFAULT OF ANY OF THE TERMS, 
CONDITIONS AND COVENANTS OF THIS LEASE AND ANY AMENDMENTS MADE HERETO DURING 
THE TERM HEREOF, LANDLORD HEREBY AGREES TO LEASE TO TENANT AND TENANT HEREBY 
AGREES TO LEASE FROM LANDLORD APPROXIMATELY 1,199 SQUARE FEET OF SPACE 
ADJACENT TO TENANT'S EXISTING PREMISES ON THE SECOND (2ND) FLOOR OF NASHUA 
OFFICE PARK, ONE TARA BOULEVARD, NASHUA, NH 03062 (HEREINAFTER REFERRED TO AS 
THE "EXPANSION PREMISES I").  THE LANDLORD SHALL DELIVER THE EXPANSION 
PREMISES I TO TENANT ON OR BEFORE OCTOBER 1, 1997, PROVIDED, HOWEVER, IF 
LANDLORD IS UNABLE TO DELIVER THE EXPANSION PREMISES I ON OR BEFORE SUCH DATE 
AS A RESULT OF THE EXISTING TENANT HOLDING OVER IN THE EXPANSION PREMISES I, 
LANDLORD SHALL NOT BE RESPONSIBLE FOR ANY DELAY CAUSED THEREBY AND LANDLORD 
SHALL DILIGENTLY PURSUE ALL ITS REMEDIES UNDER THE LAW OR ITS LEASE WITH SUCH 
THIRD PARTY TO EVICT SUCH HOLDOVER TENANT FROM THE EXPANSION PREMISES I. 
NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, EFFECTIVE 
ON THE COMMENCEMENT DATE WITH RESPECT TO THE EXPANSION PREMISES I, THE 
FOLLOWING TERMS AND PROVISIONS OF THIS LEASE SHALL BE AMENDED ACCORDINGLY:


                                      -35-

<PAGE>

          1.   THE DESCRIPTION OF TENANT'S PREMISES AS SET FORTH IN ARTICLE 2.1
               HEREIN, SHALL BE AMENDED IN PART BY DELETING THE PHRASE 
               "CONSISTING OF APPROXIMATELY 11,980 SQUARE FEET OF SPACE" AND 
               REPLACING WITH "CONSISTING OF APPROXIMATELY 13,179 SQUARE FEET 
               OF SPACE".

          2.   THE TERM OF THE EXPANSION PREMISES I SHALL BE COTERMINOUS WITH 
               THE TERM OF THIS LEASE AS SET FORTH IN ARTICLE 3.1 HEREIN.

          3.   SAID EXPANSION PREMISES SHALL BE OFFERED TO TENANT AT THE SAME 
               PER SQUARE FOOT RENTAL RATE THEN BEING PAID BY TENANT IN 
               ACCORDANCE WITH ARTICLE 4.1 HEREIN.

          4.   TENANT HEREBY AGREES TO ACCEPT THE EXPANSION PREMISES I IN THEIR
               "AS-IS" CONDITION.

EXCEPT AS PROVIDED HEREINABOVE, ALL OTHER TERMS AND PROVISIONS OF THIS LEASE
SHALL APPLY TO THE EXPANSION PREMISES I AND SHALL REMAIN THE SAME WHERE
APPLICABLE AND ARE HEREBY REAFFIRMED.

17.20     TENANT'S OPTION TO EXPAND

          IN THE EVENT TENANT HAS NOT BEEN IN DEFAULT OF ANY OF THE TERMS, 
CONDITIONS AND COVENANTS OF THIS LEASE AND ANY AMENDMENTS MADE HERETO DURING 
THE TERM HEREOF, TENANT SHALL HAVE THE RIGHT, TO LEASE ADDITIONAL SPACE FROM 
THE LANDLORD WITHIN NASHUA OFFICE PARK, ONE TARA BOULEVARD, NASHUA, NH 03062, 
SUBJECT TO AVAILABILITY AND FURTHER SUBJECT, BUT NOT LIMITED TO, THE 
FOLLOWING TERMS AND CONDITIONS:

          1.   TENANT'S ADDITIONAL SPACE REQUIREMENT MUST BE APPROXIMATELY 1,336
               SQUARE FEET ON THE SECOND (2ND) FLOOR OF SAID BUILDING 
               (HEREINAFTER REFERRED TO AS THE `EXPANSION PREMISES II').

          2.   TENANT MUST NOTIFY LANDLORD IN WRITING OF ITS ADDITIONAL SPACE
               REQUIREMENTS NO LESS THAN NINETY (90) DAYS PRIOR TO THE DATE 
               TENANT DESIRES SUCH EXPANSION PREMISES II.

          3.   TENANT MUST OCCUPY SAID EXPANSION PREMISES II AND THE PREMISES
               DEMISED HEREUNDER FOR A TERM WHICH SHALL BE COTERMINOUS WITH THE
               EXISTING LEASE, BUT IN NO EVENT LESS THAN THREE (3) YEARS.

          4.   RENT FOR SAID EXPANSION SPACE II SHALL BE AT THE THEN CURRENT 
               MARKET RENT RATE.

IT IS HEREBY AGREED BETWEEN THE PARTIES THAT IMMEDIATELY FOLLOWING LANDLORD'S 
RECEIPT OF TENANT'S NOTICE INDICATING ITS DESIRE TO LEASE EXPANSION PREMISES 
II LANDLORD AND LESSEE SHALL ENTER INTO A MUTUALLY ACCEPTABLE AMENDMENT TO 
THE SETTINCY FORTH THE TERMS AND PROVISIONS SET FORTH HEREINABOVE.

                                      -36-


<PAGE>

17.21     WHEN LEASE BECOMES BINDING

          Employees or agents of Landlord have no authority to make or agree 
to make a lease or any other agreement or undertaking in connection herewith. 
 The submission of this Lease for examination and negotiation does not 
constitute an offer to lease, a reservation of, or option for the Premises 
and shall vest no right in any party.  Tenant or anyone claiming under or 
through Tenant shall have the rights to the Premises as set forth herein and 
this Lease becomes effective as a Lease only upon execution, acknowledgement 
and delivery thereof by Landlord and Tenant, regardless of any written or 
verbal representation of any agent, manager or employee of Landlord to the 
contrary.

17.22     MISCELLANEOUS

          Each party hereto has reviewed and revised (or requested revisions 
of) this Lease, and therefore any usual rules of construction requiring that 
ambiguities are to be resolved against a particular party shall not be 
applicable in the construction and interpretation of this Lease or any 
Exhibits hereto.

17.23     ENTIRE AGREEMENT

          This Lease and the exhibits and any rider attached hereto, set 
forth all the covenants, promises, agreements conditions, representations and 
understandings between Landlord and Tenant concerning the Premises and there 
are no covenants, promises, agreements, conditions, representations or 
understandings, either oral or written between them other than those herein 
set forth and this Lease expressly supersedes any proposals or other written 
documents relating hereto.  Except as herein otherwise provided, no 
subsequent alteration, amendment, change or addition to this Lease shall be 
binding upon Landlord and Tenant unless reduced to writing and signed by 
them.  Tenant agrees that Landlord and its agents have made no 
representations or promises with respect to the Premises, or the Building of 
which the Premises are a part, or the Lot, except as herein expressly set 
forth.

          IN WITNESS OF, the parties hereto have executed this instrument 
under s@ as of the date set forth in Section 1.2, above.


LANDLORD:                           Thomas J. Flatley d/b/a The Flatley Company

                                    /s/ Thomas J. Flatley
                                    -------------------------------------------
                                    By:  Thomas J. Flatley
                                    Its: President

TENANT:                             Puma Technology, Inc

                                    /s/ M. Bruce Nakao
                                    -------------------------------------------
                                    By:  M. Bruce Nakao
                                    Its: Sr VP, CFO


                                      -37-

<PAGE>

                               RULES AND REGULATIONS

1.   The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors and halls shall not be obstructed or encumbered by any
Tenant, nor shall they be used for any purpose other than ingress and egress to
and from the Premises.  Landlord shall keep the sidewalks and curbs directly in
front of said Premises, clean and free from ice and snow.

2.   No awnings or other projections shall be attached to the outside walls of
the building without the prior written consent of the Landlord.  No curtains,
blinds, shades or screens shall be attached to, hung in, or used in connection
with, any window or door of the Premises, without the prior written consent of
the Landlord.  Any such awnings, projections, curtains, blinds, shades, screens
or other fixtures used by Tenant (if given the prior written consent of the
Landlord for such use), shall be of a quality, type, design and color, attached
in a manner approved by the Landlord.

3.   A building directory will be maintained in the main lobby of the building
at the expense of the Landlord and the number of such listings shall be at the
sole discretion of the Landlord.  No sign, advertisement, notice or other
lettering shall be exhibited, inscribed, painted or affixed by any Tenant on any
part of the outside or inside of the Premises or building, without the prior
written consent of the Landlord.  In the event of violation of the foregoing by
any Tenant, Landlord may remove same without any liability and may charge the
expense incurred by such removal to any Tenants violating this rule.  Interior
signs on doors and directory tablet shall be inscribed, painted or affixed for
each Tenant, at Tenant's expense and shall be of a size, color and style
acceptable to the Landlord.

4.   The sashes, sash doors, skylights, windows and doors that reflect or admit
light and air into the halls, passageways or other public places in the building
shall not be covered or obstructed by any Tenant, nor shall any bottles, parcels
or other articles be placed on the windowsills.

5.   No show cases or other articles shall be put in front of, or affixed to any
part of the exterior of the building, nor placed in the halls, corridors,
vestibules or fire escapes, without the prior written consent of the Landlord.

6.   The water and wash closets and other plumbing fixtures shall not be used
for any purposes other than those for which they were constructed, and no
sweepings, rubbish, rags or other substances shall be thrown therein.  All
damages resulting from any misuses of the fixtures shall be done by the Tenant
who, or whose servants, employees, agents, visitors, or licensees, shall have
caused same.

7.   No Tenant shall mark, paint, drill into, or in any way deface any part of
the Premises or the building of which they form a part.  No boring, cutting or
stringing of wires shall be permitted, except with the prior written consent of
Landlord, and as the Landlord may direct.  No Tenant shall lay linoleum, or
other similar floor covering, so


                                    -38-
<PAGE>

that the same shall come in contact with the floor of the Premises, and, if 
linoleum or other similar floor covering is desired to be used, an 
interlining of builder's deadening felt shall be first affixed to the floor 
by a paste or other material, soluble in water, the use of cement or other 
similar adhesive material being expressly prohibited.

8.   No bicycles, vehicles or animals of any kind shall be brought in or kept
about the Premises, and no cooking shall be done or permitted by Tenant on said
Premises.  No Tenant shall cause or permit any unusual or objectionable odors to
be produced upon or permeate from the Premises.

9.   No space in the building, except as provided in individual Leases, shall be
used for manufacturing, for the storage of merchandise, or for the sale of
merchandise, goods or property of any kind at auction.

10.  No Tenant shall make, or permit to be made, any unsettling or disturbing
noises or disturb or interfere with occupants of this or neighboring buildings
or premises' or those having business with them, whether by the use of any
musical instrument, radio, talking machine, unusual noise, whistling,
singing, or in any other way.  No Tenant shall throw anything out of doors,
windows, skylights or down the passageways.

11.  No Tenant, nor any of Tenant's servants, employees, agents, visitors or
licensees, shall at any time bring or keep upon the Premises any flammable,
combustible or explosive fluid, chemical and substance.

12.  No additional locks or bolts of any kind shall be placed upon any of the
doors or windows by any Tenant, nor shall any changes be made in existing locks
or the mechanism thereof.  Each Tenant must, upon the termination of his
tenancy, return to the Landlord, all keys for stores, offices and toilet rooms,
either furnished to, or otherwise procured by, such Tenant, and in the event of
the loss of any keys so furnished, such Tenant shall pay the Landlord the cost
thereof.

13.  All removals, or the carrying in or out of any safes, freight, furniture or
bulky matter of any description must take place during the hours which the
Landlord or its agents may determine from time to time.  The Landlord reserves
the right to inspect all freight to be brought into the building and to exclude
from the building, all freight which violates any of these Rules and Regulations
or the Lease of which these Rules and Regulations are a part.

14.  No Tenant shall occupy or permit any portion of the Premises leased to him
to be occupied for the possession, storage, manufacture or sale of liquor,
narcotics or as a barber or manicure shop.

15.  Landlord shall have the right to prohibit any advertising by any Tenant
which, in Landlord's opinion, tends to impair the reputation of the building or
its desirability as a building for offices, and upon written notice from
Landlord, Tenant shall refrain from or discontinue such advertising.  Tenant
shall not use the name of the building or its owner in any advertising without
the express written consent of the Landlord.


                                      -39-
<PAGE>

16.  No Tenant shall install or permit the installation or use of any machines
dispensing goods for sale, including without limitation, foods, beverages,
cigarettes or cigars.  No food or beverage shall be carried in the public halls
and elevators of the buildings, except in closed containers.

17.  The Premises shall not be used for lodging or sleeping or for any immoral
or illegal purpose.

18.  Canvassing, soliciting and peddling in the building is prohibited and each
Tenant shall cooperate to prevent the same by notifying the Landlord.  Landlord
reserves the right to inspect any parcel or package being removed from the
building by Tenant, its employees, representatives and business invitees.

19.  There shall not be used in any space or in the public halls of any 
building, either by a Tenant or by jobbers or others in the delivery of or 
receipt of merchandise, any hand trucks, except those equipped with rubber 
tires and side guards.

                                      -40-
<PAGE>



                                     EXHIBIT A


                                     Floor Plan







                                       -41-

<PAGE>



                                     EXHIBIT B

LANDLORD shall construct TENANT Premises in accordance with a mutually agreed
upon floor plan.







                                        -42-
<PAGE>

                                    EXHIBIT B-1
                                    CONSTRUCTION

Attached to and made part of Lease dated as of _________________, 1997.

Between
Thomas J. Flatley d/b/a The Flatley Company
and
Puma Technology, Inc.

A.   SUBSTANTIAL COMPLETION.  For the purposes hereof, the Landlord's Work shall
be deemed to be Substantially Complete on the date that (i) Landlord's Work, as
defined in Paragraph B hereof, has been completed in a good and workmanlike
manner except for minor items of work and adjustment of equipment and fixtures
which can be completed within thirty (30) days after Landlord's receipt of a
punch list from the Tenant, without causing unreasonable interference with
Tenant's use of the Premises (i.e., so-called "punch list" items) which "punch
list" items (a) shall be designated by Tenant and/or Tenant's Representative, in
conjunction with Landlord's architect and/or Landlord's Representative, and (b)
Landlord shall complete within thirty (30) days (except for any "Long Lead Time
Items" as developed between Landlord's Representative and Tenant's
Representative as attached hereto); and (ii) Tenant has received a Certificate
of Occupancy (permanent or temporary) from the City of Nashua in connection with
Landlord's Work.  In the event a temporary Certificate of Occupancy is issued,
Landlord agrees to diligently proceed to obtain a permanent Certificate of
Occupancy.  If Landlord fails to (i) complete the punch list items within thirty
(30) days following receipt of the punch list from the Tenant or (ii) obtain a
permanent Certificate of Occupancy within ninety (90) days, Tenant shall have
the right, but not the obligation, to complete such work at Landlord's cost and
expense, and Tenant may deduct from Base Rent the cost thereof if Landlord does
not reimburse Tenant on demand therefor.

B.   LANDLORD'S WORK.  Notwithstanding the foregoing, for the purposes of
determining Substantial Completion, "Landlord's Work" shall be defined as all
work shown on the Final Plans, as defined in Paragraph D hereof, but shall not
include telephone data, furniture, fixtures, and equipment ("FF &E"), special
work (i.e., Long Lead Time Items) and any items of work which are delayed by
changes made by Tenant to the Final Plans, or Tenant's physical move. 
Landlord's Work shall be performed in a good and workmanlike manner, in
compliance with all applicable laws and regulations and in accordance with the
Final Plans.

C.   PAYMENT FOR WORK.  Tenant shall pay for the cost of Landlord's Work (as 
set forth below) and shall contribute to the cost of the Landlord's Work, 
including, the construction work and materials, all permit fees, all 
architectural, engineering, and Landlord's general contractor's fees and 
general conditions which shall be 10% of the

                                      -43-
<PAGE>

total construction costs; Tenant shall pay 50% of the estimated construction
costs upon Lease execution and the balance upon substantial completion of
Landlord's Work.

If (A) Tenant makes any changes after the Tenant's Plans have been approved by
Landlord and Tenant, and (B) the net cost of Landlord's Work will be increased
thereby, then Tenant shall pay to Landlord within ten (10) days of Substantial
Completion the amount by which the net increase in the cost of Landlord's Work
resulting from all of the applicable changes.  All change orders (which shall
include Landlord's general contractor's fee of 10% of the total construction
costs (unless such change order extends the time for substantial completion of
Landlord's Work in which event the fee shall be 10% of the work so extending the
substantial completion date) shall be agreed upon in writing by Landlord and
Tenant's Representative prior to the commencement of any work in accordance with
standard Bulletin Proposal format, a copy of the form of which is attached
hereto as Exhibit B-2.

All payments to Landlord's contractor shall be made via AIA Requisition form
which shall be executed by the Landlord's Representative prior to payment to
such contractors.  All subcontractors shall provide releases of liens as
condition to payment of monthly requisitions.  Each requisition shall contain
customary trade payment breakdown and backup for each trade for the prior
month's work.

D.   PLAN PREPARATION AND APPROVAL.  Landlord shall prepare a full and complete
set of biddable working plans and specifications ("Tenant's Plans") in
accordance with the following schedule:.

1.   Submission of all plans for construction shall satisfy the permitting
process with the City of Nashua Building Department and shall be available on or
before May 15, 1997.  Landlord shall be responsible for obtaining all
construction permits and approvals in connection with Landlord's Work.

2.   In or within ten (10) days of completion of the design development
drawings, but in no event later than May 15, 1997, Landlord shall provide
Tenant with a detailed cost estimate by trade breaking out all costs and
expenses associated with Landlord's Work.

3.   Response (i.e. approval or disapproval of Tenant's Plans) by Tenant to the
Tenant's Plans shall be on or before the fifth (5th) business day after Landlord
submits to Tenant all of Tenant's Plans (or revised plans).  Landlord agrees to
promptly commence, and thereafter diligently and continuously proceed, to
complete and deliver to Tenant, Tenant's Plans, and Landlord and Tenant agree
that upon delivery of Tenant's Plans to Tenant, each shall proceed with
reasonable diligence and continuity to complete the process of finalizing and
approving Tenant's Plans with the intent of the parties completing the process
by May 15, 1997 or earlier.  Landlord shall use best efforts to supply progress
prints of the Tenant's Plans to Tenant from time to time during plan
preparation.


                                      -44-
<PAGE>

4.   Upon approval of Tenant's Plans by Landlord and Tenant, such plans are
referred to herein as the "Final Plans".  Landlord shall submit the Final Plans
to at least three (3) qualified subcontractors.

     Landlord and Tenant shall jointly review and evaluate the bids to determine
which bids, if any, conform to the requirements of this Section, and which
appear to be bona fide, responsible and free of apparent error.  In the event
that both Landlord and Tenant approve any such bids, Landlord shall enter into a
contract or contracts with the lowest qualified bidder(s) promptly thereafter. 
Landlord agrees to consult with and make a diligent, good faith effort to
include Tenant in all aspects of the bidding process.  Tenant and Tenant's
Representative shall be notified of and entitled to attend all progress and
status meetings relating to Landlord's Work.  Tenant shall also have the right
to inspect and review the plans and specifications of the base building and
systems relating thereto to ensure the capacity and quality thereof.

5.   Landlord shall submit to Tenant a detailed budget by trade breaking out all
costs associated with Landlord's Work.  On or before the fifth (5th) business
day after Landlord's submission to Tenant of the cost of Landlord's Work
(including appropriate back-up by trade), Tenant shall either (i) agree upon the
price for Landlord's Work and the estimated amount to be paid by Tenant to
Landlord, if any, for the cost of Landlord's Work in excess of the Construction
Allowance (subject to adjustment based on change orders), and authorize Landlord
to commence Landlord's Work, or (ii) Tenant shall have the right to revise the
Tenant's Plans and have Landlord work in conjunction with Tenant towards value
engineering.  Time is of the essence in connection with the authorization to
Landlord to proceed with construction.

E.   PERFORMANCE OF WORK.  Landlord agrees to use best efforts to complete
Landlord's Work in accordance with the schedule of certain dates attached hereto
as Exhibit B-3, including, without limitation, the dates of (i) delivery to
Tenant of Tenant's Plans and portions thereof, (ii) approval by Tenant of
Tenant's Plans and portions thereof, (iii) commencement of construction, (iv)
anticipated date of Substantial Completion of Landlord's Work and delivery to
Tenant.  The actual date of Substantial Completion of the Premises is defined as
a "Rent Commencement Date".

     If Tenant (i) fails or omits to supply additional information relating 
to Landlord's Work which may be requested after Tenant's authorization to 
Landlord to proceed with construction, or materially interferes with the 
performance of Landlord's Work in the exercise of its rights pursuant to 
Paragraph F hereof, and any of the foregoing failures continues for three (3) 
business days after written notice from Landlord to Tenant, or (E) changes 
the scope of Landlord's Work or requests change orders which because of the 
process for approval therefor or the additional time to perform the work or 
obtain the materials delay the performance of Landlord's Work and Landlord 
gives Tenant written notice of such delay ( (i) and (ii) collectively, 
"Tenant Delays"), then the Rent Commencement Date shall be deemed to have 
occurred as of the date the Premises would

                                      -45-
<PAGE>

have been Substantially Completed in accordance with Paragraphs A & B hereof, 
but for such Tenant Delays the Premises are not, in fact, ready for Tenant's
occupancy.  Landlord agrees to use reasonable efforts to accelerate construction
or reschedule certain portions of the Landlord's Work to make up for lost time
due to any delays, provided that Landlord shall not be required to incur
additional costs as a result thereof and any overtime costs incurred by Landlord
as a result of accelerating construction due to Tenant Delays shall be Tenant
change orders.

If Landlord does not Substantially Complete Landlord's Work to the Premises in
accordance with Paragraphs A and B hereof by the Required Delivery Date (as same
may have been adjusted as a result of Tenant Delays) then from the Required
Delivery Date (as same may have been adjusted as a result of Tenant Delays)
until the date of which Landlord's Work is Substantially Complete, Tenant shall
not be obligated to pay Base Rent, but such obligation shall commence on the
date of which Landlord's Work is Substantially Complete.  If Landlord does not
Substantially Complete the Premises in accordance with Paragraphs A and B
hereof on or before the Required Delivery Date (as same may have been adjusted
as a result of Tenant Delays) (the "Penalty Date"), then from the Penalty Date
until the date on which Landlord's Work is Substantially Complete, Tenant shall
be entitled to a credit towards the Base Rent under this Lease in the amount of
two days of Base Rent for each day from the Penalty Date until the date on which
Landlord's Work is Substantially Complete.

F.   TENANT'S WORK.  Tenant shall have the right to contract with cabling and
wiring contractors to install cable and wiring, furniture contractor and other
specialty trades, provided Tenant's contractors shall cooperate and coordinate
their work with the general contractor for Landlord's Work (which schedule shall
be as set by said general contractor), and shall comply with reasonable,
non-discriminatory rules and regulations, in an "open-shop" capacity.  All
Tenant contractors shall be subject to the supervision and authority of
Landlord's job superintendent.

G.   TENANT'S CONTRACTORS.  In the event that Tenant engages any separate 
contractors in the performance of Tenant's Work, Tenant and Tenant's 
contractors and Landlord and Landlord's contractors shall cooperate in all 
ways with each other to avoid any delay to the work being performed by each 
party or any damages which might occur to any work or materials to be 
installed in the Premises or conflict in any other way with the performance 
of such work.  Tenant and its agents, contractors, and employees shall have 
the right to enter the Premises at all reasonable hours for the purpose of 
performing Tenant's Work.

H.   ACCEPTANCE OF WORK.  Tenant shall be conclusively deemed to have agreed 
that Landlord has performed all of its obligations under this Exhibit B-1 
unless not later than sixty (60) days after the Rent Commencement Date, 
Tenant shall give Landlord written notice specifying the respects in which 
Landlord has not performed any such obligation.  Notwithstanding the 
foregoing, Landlord guarantees that Landlord's Work shall be free from 
defects for a period of twelve (12) months from the Rent Commencement Date.

                                      -46-
<PAGE>

I.   RIGHTS AND REMEDIES.  Landlord shall have the same rights and remedies 
which Landlord has upon the nonpayment of Base Rent and Additional Rent for 
nonpayment of the cost of Landlord's Work in excess of the Construction 
Allowance pursuant to the provisions herein.


                                      -47-
<PAGE>


                                   EXHIBIT C

                        TERM COMMENCEMENT DATE AGREEMENT



To be attached to and made a part of that certain Lease Agreement dated April
___________, 1997 by and between Thomas J. Flatley d/b/a The Flatley Company as
LANDLORD, and Puma Technology, Inc., as TENANT.

Relative to the Premises located on the second floor first (1st) and second
(2nd) floors of Nashua Office Park and more specifically referred to in the
above-mentioned Lease, our records indicate the following pertinent information
with regard to same:


     Occupancy Date:

     Term Commencement Date:

     Actual Term Dates:

     Rent Commencement Date:


If you concur with the above, please acknowledge by signature below, retaining
one (1) copy of this Agreement for your files and returning the other to my
attention, at your earliest possible convenience.


                                      -48-
<PAGE>

PAGE TWO
TERM COMMENCEMENT DATE AGREEMENT



Should this Term Commencement Date Agreement not be executed and returned
to LANDLORD within thirty (30) days of its receipt by TENANT, said dates as
specified herein shall hereby be deemed assented to by the TENANT.

Sincerely yours,




Lease Administration
COMMERCIAL/INDUSTRIAL DIVISIONS




cc:

CERTIFIED MAIL - RETURN RECEIPT REQUESTED 
P


    The foregoing is hereby acknowledged and agreed.




WITNESS                             TENANT: Puma Technology, Inc.

                                    /s/ M. Bruce Nakao
------------------------------      -------------------------------
                                    By: M. Bruce Nakao
                                        Sr. VP, CFO

                                        Duly Authorized



                                      -49-
<PAGE>

                                   EXHIBIT D

                               LANDLORD'S WAIVER


To induce ______________________, a lender having its principal place of 
business at ______________________ (the "Lender"), to enter into certain 
financial transactions with ____________, a             corporation having its 
principal place of business at _________________ ("Borrower"), including but 
not limited to a certain transaction dated __________________, and in 
consideration thereof, Thomas J. Flatley d/b/a The Flatley Company 
("Landlord"), who by indenture dated ________________ has leased to Borrower 
a portion of the premises known as _____________________, consisting of 
approximately ________ square feet (the "Premises") hereby represents, 
warrants, covenants and agrees to and with the Borrower, the Bank and each of 
them, as follows:

The Landlord hereby subordinates, waives, releases and relinquishes to said 
Lender, its successors or assigns, all right, title and interest, if any, 
which the Landlord may otherwise claim in and to all property (collateral) 
which is the subject of the Security Agreement dated _____________________, 
between the Borrower and the Lender, including substitutions, accessions, 
replacements and after-acquired collateral.  A description of the collateral 
secured by the Security Agreement is attached hereto as Exhibit "A".

The Landlord consents to the continued location of all collateral on the
Premises and hereby authorizes and empowers the Bank, its agents, attorneys,
employees, successors and assigns, to enter upon the Premises and to remove the
collateral provided that (1) the Lender gives Landlord prior written notice of
Borrower's default; (2) the Lender gives Landlord a ten (10) day prior written
notice before entering the Premises to recover the collateral and (3) the Lender
agrees to restore the demised Premises to their original condition, reasonable
wear and tear excepted.

Landlord further agrees that the Lender may, by giving simultaneous written
notice to the Landlord of the Lender's intention to take occupancy, maintain
sole, exclusive use and occupation of the Premises for such reasonable time as
may be necessary to remove the collateral from the Premises, provided that such
reasonable period of time shall not exceed thirty (30) days; and the Lender
shall pay to Landlord that Rent then being paid by Borrower for its use and
occupancy of the Premises.  It is clearly understood and agreed that in no event
will a foreclosure sale take place within the Premises.


                                      -50-
<PAGE>

THAT CERTAIN LEASE BY AND BETWEEN THOMAS J. FLATLEY d/b/a THE FLATLEY COMPANY
AND                   , A                    CORPORATION, DOES NOT CONSTITUTE 
COLLATERAL OF SECURED PARTIES.

This Waiver and Assent shall be binding upon Landlord and Landlord's successors
and assigns and shall inure to the benefit of the Lender and its successors and
assigns.

IN WITNESS WHEREOF, Landlord and the Lender have executed this Waiver and 
Assent this     day of              , 1997.

WITNESSETH:                            THOMAS J. FLATLEY
                                       d/b/a THE FLATLEY CONTANY



---------------------------------      --------------------------------------
                                       By:  Thomas J. Flatley
                                       Its: President



WITNESSETH:




---------------------------------      --------------------------------------
                                       By:
                                       Its:





                                      -51-
<PAGE>

                           COMMONWEALTH OF MASSACHUSETTS

Norfolk, ss.

     Then personally appeared before me the above named Thomas J. Flatley, as
President, and acknowledged the foregoing to be his free act and deed, on behalf
of THOMAS J. FLATLEY d/b/a THE FLATLEY COMPANY before me, this         day
of          , 1997.



                                   ------------------------
                                   Notary Public
                                   My Commission Expires:



                           COMMONWEALTH OF MASSACHUSETTS

     , ss.

     Then personally appeared before me the above named                   , as
                   and
acknowledged the foregoing to be      free act and deed, on behalf of __________
____, before me, this       day of              , 1997.




                                   ------------------------
                                   Notary Public
                                   My Commission Expires:





                                      -52-
<PAGE>


                                    EXHIBIT "A"

                                TO LANDLORD'S WAIVER



     Notwithstanding anything contained herein to the contrary, it is hereby 
understood and agreed, that certain Lease by and between Thomas J. Flatley 
d/b/a The Flatley Company and _______________________________, a 
_________________________________Corporation, does not constitute Collateral 
of secured parties.



                                      -53-
<PAGE>


                                    CALIFORNIA

                                    ALL-PURPOSE

                                  ACKNOWLEDGEMENT


STATE OF CALIFORNIA          )

COUNTY OF  Santa Clara       )
          -----------------

On May 14, 1997 before me,               Valerie Bliesener
   ------------          -----------------------------------------------------,
      DATE              NAME, TITLE OF OFFICER - E.G., "JANE DOE, NOTARY PUBLIC"

personally appeared,               Masami Bruce Nakao
                     ----------------------------------------------------------
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.



WITNESS my hand and official seal.                            

                                                        [STAMP]
        Valerie Bliesener
----------------------------------     (SEAL)
     NOTARY PUBLIC SIGNATURE




                                OPTIONAL INFORMATION

TITLE OR TYPE OF DOCUMENT    Standard form of Commercial Lease
                         -----------------------------------------------------
DATE OF DOCUMENT      05-08-97              NUMBER OF PAGES
                ---------------------------                -------------------
SIGNER(S) OTHER THAN NAMED ABOVE
                                ----------------------------------------------



<PAGE>

                             FIRST AMENDMENT TO LEASE

     This Agreement made this 7th day of May, 1998, by and between Thomas J. 
Flatley d/b/a The Flatley Company (hereinafter referred to as LANDLORD), and 
Puma Technology, Inc. (hereinafter referred to as TENANT),

                                    WITNESSETH:

     WHEREAS, by a certain Lease Agreement dated May 23, 1997, as amended by 
a Supplemental Agreement dated November 19, 1997 (hereinafter referred to as 
the "Lease"), LANDLORD leased to TENANT certain premises located at Nashua 
Office Park, One Tara Boulevard, Nashua, NH 03062, consisting of 
approximately 13,179 square feet of space, more particularly described 
therein as ("Premises"), and,

     TENANT wishes to lease from LANDLORD, and LANDLORD wishes to lease to 
TENANT an additional 1,336 square feet of space (hereinafter referred to as 
"Expansion Premises II") located on the second (2nd) floor of Nashua Office 
Park, One Tara Boulevard, Nashua, NH 03062, as outlined on Exhibit "A-1" 
attached hereto and made a part hereof;

     LANDLORD and TENANT desire to amend the Lease to reflect this and 
certain additional changes which have been agreed to by the parties and all 
changes as set forth below shall become effective on the First Amendment to 
Lease Commencement Date (as hereinafter defined).

NOW, THEREFORE, for more valuable consideration, the receipt of which is 
hereby acknowledged each to the other, the above-named parties do hereby 
agree to amend said Lease as follows:

1.   Effective upon the First Amendment to Lease Commencement Date, the
     description of TENANT'S Premises as set forth in Section 2.1 of the Lease,
     namely Location of Premises, shall be amended, in part, as follows:

          ... Suite Number 1104 on the first (lst) floor and Suite No. 2200 on 
          the second (2nd) floor of Nashua Office Park, One Tara Boulevard, 
          Nashua, NH 03062, consisting of approximately 14,515 square feet of 
          space ...

2.   The term of this First Amendment to Lease shall commence on the First
     Amendment to Lease Commencement Date (defined below), and shall be
     coterminous with the existing Lease Agreement, and therefore shall
     terminate June 30, 2002.

     The First Amendment to Lease Commencement Date shall be February 15, 
     1998.
     
     Notwithstanding the foregoing, if TENANT'S personnel shall occupy all 
     or any part of the Expansion Premises II for the conduct of its 
     business prior to the First Amendment to Lease Commencement Date as 
     determined pursuant to the preceding paragraph, such date of occupancy 
     shall, for all intents and purposes of this First Amendment to Lease, 
     be the First Amendment to Lease Commencement Date.

LANDLORD and TENANT agree to execute a Supplemental Agreement setting 
forth the actual Occupancy and Term Dates, once the same have been 
established.


                                      1
<PAGE>

3.   Effective upon the First Amendment to Lease Commencement Date, the 
     TENANT agrees to pay to LANDLORD, without deduction or offset, rent FOR 
     THE EXPANSION PREMISES II ONLY, at the rate of NINETEEN THOUSAND SEVEN 
     HUNDRED SEVENTY-TWO AND 80/100 ($19,772.80) DOLLARS annually, payable in 
     advance, on the first day of each month, in equal monthly installments 
     of ONE THOUSAND SIX HUNDRED FORTY-SEVEN AND 73/100 ($1,647.73) DOLLARS 
     for the period commencing on the First Amendment to Lease Commencement 
     Date and continuing through and including June 30, 1999, and at that rate
     for any fraction of a month; and

     TWENTY-ONE THOUSAND ONE HUNDRED EIGHT AND 80/100 ($21,108.80) DOLLARS 
     annually, payable in advance, on the first day of each month, in equal 
     monthly installments of ONE THOUSAND SEVEN HUNDRED FIFTY-NINE AND 07/100 
     ($1,759.07) DOLLARS for the period commencing July 1, 1999 and continuing
     through and including June 30, 2001, and at that rate for any fraction of
     a month; and

     TWENTY-ONE THOUSAND SEVEN HUNDRED SEVENTY-SIX AND 80/100 ($21,776.80)
     DOLLARS annually, payable in advance, on the first day of each month, in
     equal monthly installments of ONE THOUSAND EIGHT HUNDRED FOURTEEN AND
     73/100 ($1,814.73) DOLLARS for the period commencing July 1, 2001 and
     continuing through and including June 30, 2002, and at that rate for any
     fraction of a month of the term.

4.   CONSTRUCTION COST. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE 
     CONTRARY, IT IS HEREBY UNDERSTOOD AND AGREED THAT LANDLORD HEREBY AGREES 
     TO PERFORM THE CONSTRUCTION AS DESCRIBED ON EXHIBIT "B-1", ATTACHED 
     HERETO AND MADE A PART HEREOF.  TENANT HEREBY AGREES TO REIMBURSE 
     LANDLORD FOR THE TOTAL CONSTRUCTION COST, NAMELY TWENTY-TWO THOUSAND 
     THREE HUNDRED SEVENTY NINE AND 23/100 ($22,379.23) DOLLARS, (HEREINAFTER 
     REFERRED TO AS THE "TOTAL CONTRIBUTION") . LANDLORD IS IN RECEIPT OF 
     ONE-HALF (1/2) OF THE TOTAL CONTRIBUTION, NAMELY ELEVEN THOUSAND ONE 
     HUNDRED EIGHTY-NINE AND 62/100 ($11,189.62) DOLLARS.  THE BALANCE OF THE 
     TOTAL CONTRIBUTION, NAMELY ELEVEN THOUSAND ONE HUNDRED EIGHTY-NINE AND 
     61/100 ($11,189.61) DOLLARS SHALL BE REMITTED BY TENANT TO LANDLORD UPON 
     SUBSTANTIAL COMPLETION OF LANDLORD IS WORK TO THE PREMISES.  LANDLORD'S 
     WORK SHALL BE DEEMED SUBSTANTIALLY COMPLETED WHEN THE EXPANSION PREMISES 
     II IS READY FOR OCCUPANCY EXCEPT FOR ITEMS OF WORK (AND, IF APPLICABLE, 
     ADJUSTMENTS AND FIXTURES) WHICH CAN BE COMPLETED AFTER OCCUPANCY HAS 
     BEEN TAKEN, WITHOUT CAUSING UNDUE INTERFERENCE WITH TENANT'S USE OF THE 
     EXPANSION PREMISES II (I.E., SO-CALLED "PUNCH LIST" ITEMS) AND TENANT 
     HAS GIVEN NOTICE THEREOF. LANDLORD SHALL COMPLETE AS SOON AS CONDITIONS 
     PERMIT, ALL "PUNCH LIST" ITEMS AND TENANT SHALL AFFORD LANDLORD ACCESS 
     TO THE EXPANSION PREMISES II FOR SUCH PURPOSES.

5.   Except where this First Amendment to Lease specifically changes same, all
     other terms, conditions and covenants of the Lease shall apply to the
     Expansion Premises II and shall remain the same, where applicable, and are
     hereby reaffirmed.

6.   The submission of this document for examination and negotiation does 
     not constitute an offer, and this document shall become effective and 
     binding only upon the execution and delivery thereof by both 
     LANDLORD and TENANT, regardless of any written or verbal representation 
     of any agent, manager or other employee of LANDLORD to the contrary. All 
     negotiations, consideration, representations and understandings between 
     LANDLORD and TENANT are incorporated herein and the Lease and this First 
     Amendment to Lease expressly supersede any proposals or other written 
     documents


                                      2
<PAGE>

     relating hereto. The Lease and this First Amendment to Lease may be 
     modified or altered only by written agreement between LANDLORD and TENANT,
     and no act or omission of any employee or agent of LANDLORD shall alter, 
     change or modify any of the provisions thereof.

     IN WITNESS WHEREOF, the parties hereto have signed and sealed this
instrument on the day and year first above written.

                             LANDLORD   Thomas J. Flatley d/b/a
                                        The Flatley Company


/s/ Sara Capaccioli                   /s/  Thomas J. Flatley
---------------------------           ----------------------------
WITNESS                               By   Thomas J. Flatley
                                      Its President



                             TENANT   Puma Technology, Inc.

/s/ Wendy Peter                       /s/ M. Bruce Nakao
---------------------------           ----------------------------
WITNESS                               By
                                      Its

                                       Duly Authorized





                                      3
<PAGE>




COMMONWEALTH OF MASSACHUSETTS  )
                               )        SS.
COUNTY OF NORFOLK              )

                                                                    May 7, 1998.

     Then personally appeared Thomas J. Flatley to me known to be the 
individual who acknowledged himself to be the President of The Flatley 
Company, LANDLORD, and that he, as such, being authorized to do so, executed 
the foregoing instrument and acknowledged the execution thereof to be his 
free act and deed for the purposes therein contained.
     IN WITNESS WHEREOF, I hereunto set my hand and official seal at Norfolk 
County, Braintree, Massachusetts, this 7th day of May, 1998.



                                /s/ Jennifer Pacino
                                ---------------------------
                                Notary Public
                                My commission expires:

                                    
STATE OF                            
        ---------------------  )               [SEAL]
COUNTY OF                      )  SS.
         --------------------  )



                                                        , 19   .
                                          --------------    ---

     Then personally appeared                                       to me 
known to be the individual who acknowledged himself to be the 
of Puma Technology, Inc., TENANT, and that he, as such, being authorized to 
do so, executed the foregoing instrument and acknowledged the execution 
thereof to be his free act and deed for the purposes therein contained.

      IN WITNESS WHEREOF, I hereunto set my hand and official seal at _________
County, __________, _____________, this ____ day of _________________, 19__.


                                       -------------------------------
                                       Notary Public
                                       my commission expires:





                                      4
<PAGE>

                                EXHIBIT "A-1"
                     Floor Plan - Expansion Premises II






































                                      5
<PAGE>



                                EXHIBIT "B-1"

                  LANDLORD'S Work - Expansion Premises II


LANDLORD shall construct TENANT'S Expansion Premises II in accordance with a 
mutually agreed upon floor plan.











































                                      6