CUMMINGS PROPERITES MANAGEMENT, INC.
                           STANDARD FORM
                         COMMERCIAL LEASE
                                                         698351-WFD
                                                                   
In consideration of the covenants herein contained, Cummings
Properties Management, Inc., hereinafter called LESSOR, does hereby
lease to Vivid Technologies, Inc. (a MA corp.), 10-E Commerce Way,
Woburn, MA 01801 hereinafter called LESSEE, the following described
premises, hereinafter called the leased premises: approximately
18,462 square feet at 10-I Commerce Way, Woburn, MA 01801

TO HAVE AND HOLD the leased premises for a term of five (5) years
commencing at noon on July 1, 1998 and ending at noon on June 30,
2003 unless sooner terminated as herein provided.  LESSOR and
LESSEE now covenant and agree that the following terms and
conditions shall govern this lease during the term hereof and for
such further time as LESSEE shall hold the leased premises.

       1.   RENT. LESEE shall pay to LESSOR based rat at the rate of two
          hundred seventy six thousand six (276,006.00) U.S. dollars per
          year, drawn on a U.S. bank, payable in advance in monthly
          installments of $23,000.50 on the first day in each calendar month
          in advance, the first monthly payment to be made upon LESSEE's
          execution of this lease, including payment in advance of
          appropriate fractions of a monthly payment for any portion of a
          month at the commencement or end of said lease term.  All payments
          shall be made to LESSOR or agent at 200 West Cummings Park Woburn,
          Massachusetts 01801, or at such other place, as LESSOR shall from
          time to time in writing designate.  If the "Cost of Living" has
          increased as shown by the Consumer Price Index (Boston,
          Massachusetts, all items, all urban consumers), U.S. Bureau of
          Labor Statistics, the amount of base rent due during each calendar
          year of this lease and any extensions thereof shall be annually
          adjusted in proportion to any increase in the Index.  All such
          adjustments shall take place with the rent due on January 1 of each
          year during the lease term.  The base month from which to determine
          the amount of each increase in the Index shall be January 1998,
          which figure shall be compared with the figure for November 1998,
          and each November thereafter to determine the percentage increase
          (if any) in the base rent to be paid during the following calendar
          year.  In the event that the Consumer Price Index as presently
          computed is discontinued as a measure of "Cost of Living" changes,
          any adjustments shall then be made on the basis of a comparable
          index then in general use.
     
       2.   SECURITY DEPOSIT. LESSEE shall pay to LESSOR a security
          deposit in the amount of forty six thousand (46,000.00) U.S.
          dollars upon the execution of this lease by LESSEE, which shall be
          held as security for LESSEE's performance as herein provided and
          refunded to LESSEE without interest at the end of this lease,
          subject to LESSEE's satisfactory compliance with the conditions
          hereof. LESSEE may not apply the security deposit to payment of the
          last month's rent.  In the event of any default or breach of this
          lease by LESSEE, LESSOR may immediately apply the security deposit
          first to offset any outstanding invoice or other payment due to
          LESSOR, with the balance applied to outstanding rent.  If all or
          any portion of the security deposit is applied to cure a default or
          breach during the term of the lease, LESSEE shall be responsible
          for restoring said deposit forthwith, and failure to do so shall be
          considered a substantial default under the lease.  LESSEE's failure
          to remit the full security deposit or any portion thereof when due
          shall also constitute a substantial lease default.  Until such time
          as LESSEE pays the security deposit and first month's rent, LESSOR
          may declare this lease null and void for failure of consideration.

       3.   USE OF PREMISES.  LESSEE shall use the leased premises only
          for the purpose of executive and administrative offices, electronic
          research and development, and light manufacturing.
       
       4.   ADDITIONAL RENT. LESSEE shall pay to LESSOR as additional rent
          a proportionate share (based on square footage leased by LESSEE as
          compared with the total leasable square footage of the building of
          which the leased premises are a part) of any increase in the real
          estate taxes levied against the land and building of which the
          leased premises are a part (hereinafter called the building),
          whether such increase is caused by an increase in the tax rate, or
          the assessment on the property, or a change in the method of
          determining real estate taxes.  LESSEE shall make payment within
          thirty (30) days of written notice from LESSOR that such increased
          taxes are payable, and any additional rent shall be prorated should
          the lease be terminated before the end of any tax year.  The base
          from which to determine the amount of any increase in taxes shall
          be the rate and the assessment in effect as of July 1, 1997.
       
       5.   UTILITIES.  LESSOR shall provide equipment per LESSOR's
          building standard specifications to heat the leased premises in
          season and to cool all office areas between May 1 and November 1.
          LESSEE shall pay all charges for utilities used on the leased
          premises, including electricity, gas, oil, water and sewer.  LESSEE
          shall pay the utility provider or LESSOR, as applicable, for all
          such utility charges asa determined by separate meters serving the
          leased premises.  LESSEE shall also pay LESSOR a proportionate
          share of any other fees andb charges relating in any way to utility
          use at the building.  No plumbing, construction or electrical workc
          of any type shall be done without LESSOR's prior written approval
          and LESSEE obtaining the appropriate municipal permit.  a)
          reasonably  b) excluding tie-in fees and capital expenditures for
          which LESSEE is not otherwise responsible hereunder  c) (excluding
          data or telephone wiring)
          
       6.   COMPLIANCE WITH LAWS.  LESSEE acknowledges that no trade,
          occupation, activity or work shall be conducted in the leased
          premises or use made thereof which may be unlawful, improper, noisy
          or contrary to any applicable statute, regulation, ordinance or
          bylaw.  LESSEE shall keep all employees working in the leased
          premises covered by Worker's Compensation Insurance and shall
          obtain any licenses and permits necessary for LESSEE's occupancy.
          LESSEE shall be responsible for causing any alterations by LESSEE
          which are allowed hereunder to be in full compliance with any
          applicable statute, regulation, ordinance or bylaw, and for causing
          the leased premises to be in such full compliance in connection
          with LESSEE's specific use.
       
       7.   FIRE, CASUALTY, EMINENT DOMAIN.  Should a substantial portion
          of the leased premises, or of the property of which they are a
          part, be substantially damaged by fire or other casualty, or be
          taken by eminent domain, LESSORa may elect to terminate this
          leaseb.  When such fire, casualty, or taking renders the leased
          premisesc unsuitable for their intended use, a just and
          proportionate abatement of rent shall be made, and LESSEE may elect
          to terminate this lease if: (a) LESSOR fails to give written notice
          within thirty (30) days of intention to restore the leased
          premises, or (b) LESSOR fails to restore the leased premises to a
          condition reasonably suitable for their intended use within ninety
          (90) days of said fire, casualty or taking.  LESSOR reserves all
          rights for damages or injury to the leased premises for any taking
          by eminent domain, except for damage to LESSEE's property,
          equipment, LESSEE's relocation costs, or unamortized improvements
          installed by LESSEE.  a) or LESSEE b) as provided herein below c)
          or a portion thereof reasonably
       
       8.   FIRE INSURANCE.  Subject to the provisions of Section 6,
          LESSEE shall not permit any use of the leased premises which will
          adversely affect or make voidable any insurance on the property of
          which the leased premises are a part, or on the contents of said
          property, or which shall be contrary to any law or regulation from
          time to time established by the Insurance Service Office (or
          successor), local Fire Department, LESSOR's insurer, or any similar
          body.  LESSEE shall on demand reimburse LESSOR, and all other
          tenants, all extra insurance premiums caused by LESSEE's use of the
          leased premises for a use not set forth in Section 3 hereinabove.
          LESSEE shall not vacate the leased premises other than during
          LESSEE's customary non-business days or hours.
          
          9. a) building  b) (including replacement) during
          LESSOR's normal business hours of the parking areas and
          c)  its agents d) to LESSEE's property  e) except
          LESSOR's negligence, chemical, water or corrosion damage
          caused by LESSEE,
  
       9.   MAINTENANCE OF PREMISES.  LESSOR will be responsible for all
          structural maintenance of thea and for the maintenanceb of all
          space heating and cooling equipment, sprinklers, doors, locks,
          plumbing, and electrical wiring, but specifically excluding damage
          caused  by the careless, malicious, willful, or negligent acts of
          LESSEE orc, chemical, water or corrosion damaged from any sourcee,
          and maintenance of any non "building standard" leasehold
          improvements.  LESSEE agrees to maintain at its expense all otherf
          aspects of the leased premises in the same condition as they are at
          the commencement of the term or as they may be put in during the
          term of this lease, normal wear and tear and damage by fire or
          other  casualtyg only excepted, and whenever necessary, to replace
          light bulbs, plate glass and other glass therein, acknowledging
          that the leased premises are now in good order and the light bulbs
          and glass whole. LESSEE will properly control or vent all solvents,
          degreasers, smoke, odors, etc. and shall not cause the area
          surrounding the leased premises to be in anything other than a neat
          and clean condition, depositing all waste in appropriate
          receptacles.  LESSEE  shall  be solely responsible for any damage
          to plumbing  equipment, sanitary lines, or any other portion of the
          building which results from the discharge or use of any acid or
          corrosive substance by LESSEE.  LESSEE shall not permit the leased
          premises to be overloaded, damaged, stripped or defaced, nor suffer
          any waste, and will not keep animals within the leased premises.
          If the leased premises include any wooden mezzanine type space, the
          floor capacity of such space is suitable only for office use, light
          storage or assembly work. LESSEE will protect any carpet with
          plastic or masonite chair pads under any  rolling chairs.  Unless
          heat is provided at LESSOR's expense, LESSEE shall maintain
          sufficient heat to prevent freezing of pipes or other damage.  Any
          increase in air conditioning equipment or electrical capacity or
          any installation or maintenance of equipment which is necessitated
          by some specific aspect of LESSEE's use of the leased premises
          shall be LESSEE's sole responsibility, at LESSEE's expense and
          subject to LESSOR's prior written consent.  All maintenance
          provided by LESSOR shall be during LESSOR's normal business hours.
          f) interior non-structural  g) or the act or omission of LESSOR or
          its agents
  
       10.    a), but without LESSOR's consent for any such alteration
          costing less than $10,000.00  c) or bonded over

       10.  ALTERATIONS.  LESSEE shall not make structural alterations or
          additions of any kind to the leased premises, but may make
          nonstructural alterations provided LESSOR consents thereto in
          writinga.  All such allowed alterations shall be at LESSEE's
          expense and shall conform with LESSOR's construction
          specifications.  If LESSOR or LESSOR's agent provides any services
          or maintenance for LESSEE in connection with such alterations or
          otherwise under this leaseb, any just invoice will be promptly
          paid.  LESSEE shall not permit any mechanics' liens, or similar
          liens, to remain upon the leased premises in connection with work
          of any character performed or claimed to have been perfomed at the
          direction of LESSEE and shall cause any such lien to be released or
          removed without cost to LESSORd.  Any alterations or additions
          shall become part of the leased premises and the property of
          LESSOR.  Any alterations completed by LESSOR or LESSEE  shall be
          LESSOR's  "building standard" unless noted otherwise.  LESSOR shall
          have the right at any time to change the arrangement of parking
          areas, stairs, walkways or other common areas of the buildinge.  b)
          at LESSEE's request or as a result of LESSEE's breach of its lease,
          obligations (after expiration of any applicable grace period) e)
          provided any changes do not materially impair LESSEE's access to
          and use of the leased premises.
       
       11.  ASSIGNMENT OR SUBLEASING.  LESSEE shall not assign this lease
          or sublet or allow any other firm or individual to occupy the whole
          or any part of the leased premises without LESSOR's prior written
          consent. Notwithstanding such assignment or subleasing, LESSEE and
          GUARANTOR shall remain liable to LESSOR for the payment of all rent
          and for the full performance of the covenants and conditions of
          this lease.  LESSEE shall pay LESSOR promptly fora legal and
          administrative expenses incurred by LESSOR in connection with any
          consent requested hereunder by LESSEE.
  
          a)   reasonable.
          
       12.  SUBORDINATION.  This lease shall be subject and subordinate to
          any and all mortgages and other instruments in the nature of a
          mortgage, now or at any time hereafter, and 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 or other such instruments in the nature of a mortgage.
  
       13.  LESSOR'S ACCESS.  LESSOR or agents of LESSOR maya at any
          reasonable time enter to view the leased premises, to make repairs
          and alterations as LESSORb.  for the leased premisesd, the common
          areas or any other portions of the building, to make repairs which
          LESSEE is required but has failed to do, andg to show the leased
          premises to others.  a) upon reasonable prior notice  b) is
          required hereunder to perform  c) during the last 6 months of the
          lease term  d) or as LESSOR should elect to do for
     
       14.  SNOW REMOVAL.  The plowing of snow from all roadways and
          unobstructed parking areas shall be at the sole expense of LESSOR.
          The control of snow and ice on all walkways, steps and loading area
          serving the leased premises and all other areas not readily
          accessible to plows shall be the sole responsibility of LESSEE.
          Notwithstanding the foregoing, however, LESSEE shall hold LESSOR
          and OWNER harmless from any and all claims by LESSEE's agents,
          representatives, employees, callers or invitees for damage or
          personal injury resulting in any way from snow or ice on any area
          serving  the leased premises.a
       
          15.  a)For purposes of LESSEE's liability and insurance under
            Section 14, 16 and 17  c) use reasonable efforts to
          
       15.  ACCESS AND PARKING.  LESSEE shall have the right without
          additional charge  to use parking facilities provided for the
          leased premises in common with others entitled to the use thereofa.
          Said parking areas plus any stairs, corridors, walkways, elevators
          or other common areas (hereinafter collectively called the common
          areas) shall in all cases be considered a part of the leased
          premises when they are used by LESSEE or LESSEE's employees,
          agents, callers or invitees.  LESSEE will not obstruct in any
          manner any portion of the building or the walkways or approaches to
          the building, and will conform to all rules and regulations now or
          hereafter made by LESSOR for parking, and for the care, use, or
          alteration of the building, its facilities and approaches.b
          
          LESSEE further warrants that LESSEE willc not permit any
          employee or visitor to violate this or any other covenant
          or obligation of LESSEE.  No unattended parking will be
          permitted between 7:00 PM and 7:00 AM without  LESSOR's
          prior written approval, and from December 1 through March
          31 annually, such parking shall be permitted only in
          those areas specifically designated for assigned
          overnight parking. Unregistered or disabled vehicles, or
          storage trailers of any type, may not be parked at any
          time.  LESSOR may tow, at LESSEE's sole risk and expense,
          any misparked vehicle belonging to LESSEE or LESSEE's
          agents, employees, invitees or callers, at any time.
          LESSOR shall not be responsible for providing any
          security services for the leased premises.

          15.  b),  provided the same (i) do not derogate from LESSEE's
            rights hereunder and (ii)  are applied uniformly to all tenants in
            the building.

16.   LIABILITY.  LESSEE shall be solely responsible as between
  LESSOR and LESSEE for death or personal injuries to all persons
  whomsoever occuring in or on the leased premises (including any
  common areas that are considered part of the leased premises
  hereunder)a from whatever cause arising, and damage to property to
  whomsoever belonging arising out of the use, control, condition or
  occupation of the leased premises by LESSEE; andc LESSEE agrees to
  indemnity and save harmeless LESSOR and OWNER from any and all
  liability, including but not limited to costs, expenses, damages,
  causes of action, claims, judments and attorney's fees caused by or
  in any way growing out of any matters aforesaid, except for death,
  personal injuries or property damage resulting from the sole
  negligence of LESSOR.  b).b  a) as described in Section 15    b) or
  its agents   c) subject to Paragraph G of the Rider

17.  INSURANCE.  LESSEE will secure and carry at its own expense a
  commercial general liability policy insuring LESSEE, LESSOR and
  OWNER against any claims based on bodily injury (including death)
  or property damage arising out of the condition of the leased
  premises (including any common areas that are considered part of
  the leased premises hereunder) or their use by LESSEE, such policy
  to insure LESSEE, LESSOR and OWNER against any claim up to One
  Million (1,000,000) Dollars in the case of any one accident
  involving bodily injury (including death), and up to One Million
  (1,000,000) Dollars against any claim for damage to property.
  LESSOR and OWNER shall be included in each such policy as
  additional insureds using ISO Form CG 20 26 11 85 or some other
  form approved by LESSOR.  LESSEE will file LESSOR prior to
  occupancy certificates and any aplicable riders or endorsments
  showing that such insurance is in force, and thereafter will file
  renewal certificates 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.  In the event LESSEE shall fail to provide
  or maintain such insurance at any time during the term of this
  lease, then LESSOR may elect to contract for such insurance at
  LESSEE's expense

18.  SIGNS.  LESSOR authorizes, and LESSEE at LESSEE's expensea
  erect, signageb for the leased premises in accordance with LESSOR's
  building standards for style, size, location, etc. LESSEE shall
  obtain the prior written consent of LESSOR before erecting any sign
  on the leased premises, which consent shall include approval as to
  size, wording, design and location.  LESSOR may remove and dispose
  of any sign not approved, erected or displayed in conformance with
  this lease.
          a) may         b) similar to LESSEE's current sign

19.  BROKERAGE.  LESSEE warrants and represents to LESSOR that
  LESSEE has dealt with no broker or third person with respect to
  this lease, and LESSEE agrees to indemnify LESSOR against any
  brokerage claims arising by virtue of this lease.  LESSOR warrants
  and represents to LESSEE that LESSOR has employed no exclusive
  broker or agent in connection with the letting of the leased
  premises.
          10.  d) upon 30 days notice
          16.  d) Except for claims resulting from the sole
          negligence, act or omission of LESSOR or its agents,
          14.  a) except for claims arising out of LESSOR's
          negligence to the extent covered by LESSEE's insurance
          required to be maintained hereunder.

           20.  a)  Thirty (30)     c)  by process of law    d) up
           to a maximum of two years rent

20.  DEFAULT AND ACCERLARATION OF RENT.  In the event that : (a)
   any assignment for the benefit of creditors, trust mortgage,
   receivership or other insolvency proceeding shall be made or
   instituted with respect to LESSEE or LESSEE's property; (b) LESSEE
   shall default in the observance or performance of any of LESSEE's
   covenants, agreements, or obligations hereunder, other than
   substantial monetary payments as provided below, and such default
   shall not be corrected withina days after written notice thereofb;
   then LESSOR shall have the right thereafter, while such default
   continues and without demand or further notice, to re-enter and
   take possession of the leased premises, to declare the term of this
   lease ended, and to remove LESSEE's effectsc, without being guilty
   of any manner of trespass, and without prejudice to any remedies
   which might be otherwise used for arrears of rent or other default
   or breach of the lease.  If LESSEE shall default in the payment of
   the security deposit, rent, taxes, substantial invoice from LESSOR
   or LESSOR's agent for goods and/or services or other sum herein
   specified, and such default shall continue for ten (10) days after
   written notice thereof, and, because both parties agree that
   nonpayment of said sums when due is a substantial breach of the
   lease, and, because the payment of rent in monthly installments is
   for the sole benefit and convenience of LESSEE, then in addition to
   the foregoing remedies the entire balance of rent which is due
   hereunderd shall become immediately due and payable as liquidated
   damages.  LESSOR, without being under any obligation to do so and
   without thereby waiving any default, may remedy same for the
   account and at the expense of LESSEE. If LESSOR pays or incurs any
   obligations for the payment of money in connection therewith, such
   sums paid or obligations incurred plus interest and costs, shall be
   paid to LESSOR by LESSEE as additional rent.  Any sums received by
   LESSOR from or on behalf of LESSEE at any time shall be applied
   first to any unamortized improvements completed for LESSEE's
   occupancy, then to offset any outstanding invoice or other payment
   due to LESSOR, with the balance applied to outstanding rent.
   LESSEE agrees to pay reasonable attorney's fees and/or
   administrative costs incurred by LESSOR in enforcing any or all
   obligations of LESSEE under this lease at any time.  LESSEE shall
   pay LESSOR interest at the rate or eighteen (18) percent per annum
   on any payment from LESSEE to LESSOR which is past due.
           b)   or more if LESSEE is diligently prosecuting a  cure
           but is unable to complete within said 30 day period
           
21.  NOTICE.  Any notice from LESSOR to LESSEE relating to the
   leased premises or to the occupancy thereof shall be deemed duly
   served when left at the leased premises addressed to LESSEE, or
   served by constable, or sent to the leased premises by certified
   mail, return receipt requested, postage prepaid, addressed to
   LESSEE.  Any notice from LESSEE to LESSOR relating to the leased
   premises or to the occupancy thereof shall be deemed duly served
   when served by constable, or delivered to LESSOR by certified mail,
   return receipt requested, postage prepaid, addressed to LESSOR at
   200 West Cummings Park, Woburn, MA 01801 or at LESSOR's last
   designated address.  Nor oral notice or representation shall have
   any force or effect.  Time is of the essence in the service of any
   notice.

22.  OCCUPANCY.  In the event that Lessee takes possession of said
   leased premises prior to the start of the lease term, LESSEE will
   perform and observe all of LESSEE's covenants from the date upon
   which LESSEE takes possession except the obligation for the payment
   of rent.  In the event that LESSEE continues to occupy or control
   all or any part of the leased premises after the agreed termination
   of this lease without the written permission of LESSOR, then LESSEE
   shall be liable to LESSOR for any and all loss, damages or expenses
   incurred by LESSOR, and all other terms of this lease shall
   continue to apply except that rent shall be due in full monthly
   installments at a rate of one hundred fifty (150) percent of that
   which would otherwise be due under this lease, it being understood
   between the parties that such extended occupancy is as a tenant at
   sufferance and is solely for the benefit and convenience of LESSEE.
   LESSEE's control or occupancy of all or any part of the leased
   premises beyond noon on the last day of any monthly rental period
   shall constitute LESEE's occupancy for an entire additional month,
   and increased rent as provided in this section shall be due and
   payable immediately in advance.  LESSOR's acceptance of any
   payments from LESSEE during such extended occupancy shall not alter
   LESSEE's status as a tenant at sufferance.

23.  FIRE PREVENTION.  LESSEE agrees to use every reasonable
   precaution against fire and agrees to provide and maintain
   approved, labeled fire extinguishers, emergency lighting equipment,
   and exit signs and complete any other modifications within the
   leased premisesa as required or recommended by the Insurance
   Services Office (or successor organization), OSHA, the local Fire
   Department, or any similar body.
           a)   resulting from LESSEE's specific use

24.    OUTSIDE AREA.  Any goods, equipment, or things of any type
  or description held or stored in any common area without LESSOR's
  prior written consent shall be deemed abandoned and may be
  removed by LESSOR at LESSEE's expense without notice.  LESSEE
  shall maintain a building standard size dumpster in a location
  approved by LESSOR, which dumpster shall be provided and serviced
  at LESSEE's expense by whichever disposal firm may from time to
  time be designated by LESSORa.  Alternatively, if a shared
  dumpster or compactor is provided by LESSOR, LESSEE shall pay its
  proportionate share of any costs associated therewith.      a)
  provided such rates are reasonably competitive

25.   ENVIRONMENT.  LESSEE will so conduct and operate the leased
  premises as not to interfere in any way with the use and enjoyment
  of other portions of the same or neighboring buildings by others by
  reason of odors, smoke exhaust, smells, noise, pets, accumulation
  of garbage or trash, vermin or other pests, or otherwise, and will
  at its expense employ a professional pest control service if
  necessary.a  LESSEE agrees to maintain efficient and effective
  devices for preventing damage to heating equipment from solvents,
  degreasers, cutting oils, propellants, etc. which may be present at
  the leased premises.  No hazardous materials or wastes shall be
  stored, disposed of, or allowed to remain at the leased premises at
  any time,b and LESSEE shall be solely responsible for any and all
  corrosion or other damage associated with the use, storage and/or
  disposal of same by LESEE.  a) as a result of LESSEE's operations
  b)  except in compliance with any applicable statutes, regulations,
  ordinances and the like

26.  RESPONSIBILTY.  aNeither LESSOR nor OWNER shall be held liable
  to anyone for loss or damage b caused in any way by the use,
  leakage, seepage or escape of water from any source, or for the
  cessation of any service rendered customarily to said premises or
  buildings, agreed to by the terms of this lease, due to any
  accident, the making of repairs, alterations or improvements, labor
  difficulties, weather conditions, mechanical breakdowns, trouble or
  scarcity in obtaining fuel, electricity, service or supplies from
  the sources from which they are usually obtained for said building,
  or any cause beyond LESSOR'sd control.
            a)  Subject to the provisions of Sections 9 and 16 and
            Paragraphs G and I of the Rider    b) at the leased
            premises

27.  SURRENDER.  LESSEE shall at the termination of this lease
  remove all of LESSEE's goods and effects from the leased premises.
  LESSEE shall deliver to LESSOR the leased premises and all keys and
  locks thereto, all fixtures and equipment connected therewith, and
  all alterations, additions and improvements made to or upon the
  leased premises, whether completed by LESSEE, LESSOR or others,
  including but not limited to any offices, partitions, window
  blindsa, floor coverings (including computer floors), plumbing and
  plumbing fixtures, air conditioning equipment and ductwork of any
  type, exhaust fans or heaters, water coolers, burglar alarms,
  telephone wiring, air or gas distribution piping, compressors,
  overhead cranes, hoists, trolleys or conveyors, counters, all
  electrical work, including but not limited to lighting fixtures of
  any type, wiring, conduit, EMT, transformers, distribution panels,
  bus ducts, raceways, outlets and disconnects, and furnishings or
  equipment which have been welded to any wall, floor, ceiling, roof,
  pavement or ground, or which have been plumbed to the water supply,
  drainage or venting systems serving the leased premises.  LESSEE
  shall deliver the leased premises sanitized from any chemicals or
  other contaminants, and broom clean and in the same condition as
  they were at the commencement of this lease or any prior lease
  between the parties for the leased premises, or as they were
  modified during said term with LESSOR's written consent, reasonable
  wear and tear and damage by fire or other casualtyb only excepted.
  In the event of LESSEE's failure to remove any of LESSEE's property
  from the leased premises upon termination of the lease, 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
  such 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 abandoned property.  In no case shall the leased premises be
  deemed surrendered to LESSOR until the termination date provided
  herein or such other date as may be specified in a written
  agreement between the parties, notwithstanding the delivery of any
  keys to LESSOR.
            27.  a)  affixed    b)  or the act or omissin of LESSOR
            or its agents
            26.  c)  as    d)  reasonable
       
28.       GENERAL. (a) The invalidity or unenforceability of any
  provision of this lease shall not affect or render invalid or
  unenforceable any other provision hereof.  (b) The obligations of
  this lease shall run with the land, and this lease shall be
  binding upon and inure to the benefit of the parties hereto and
  their respective successors and assigns, except that LESSOR and
  OWNER shall be liable only for obligations occuring or arising
  while lessor, owner, or master lessee of the premises. (c) Any
  action or proceeding arising out of the subject matter of this
  lease shall be brought by LESSEE only in a court of the
  Commonwealth of Massachusetts.  (d) If LESSOR is acting under or
  as agent for any trust or corporation, the  obligations of LESSOR
  shall be binding upon the trust or corporation, but not upon any
  trustee, officer, director, shareholder, or beneficiary of the
  trust or corporation individually. (e) If LESSOR is not the owner
  (OWNER) of the leased premises, LESSOR represents that said OWNER
  has agreed to be bound by the terms of this lease (f) This lease
  is made and delivered in the Commonwealth of Massachusetts, and
  shall be interpreted, construed, and enforced in accordance with
  the laws thereof. (g)  This lease was the result of negotiations
  between parties of equal bargaining strength, and when executed
  by both parties shall constitute the entire agreement between the
  parties, superseding all prior oral and written agreements,
  representations, statements and negotiations relating in any way
  to the subject matter herein.  This lease may not be extended or
  amended except by written agreement signed by both parties or as
  otherwise provided herein, and no other subsequent oral or
  written representation shall have any effect hereon. (h) Except
  as otherwise expressly set forth herein, LESSOR makes no
  warranty, express or implied, concerning the suitability of the
  leased premises for LESSEE's intended use.  (i) LESSEE agrees
  that if LESSOR does not deliver posession of the leased premises
  as herein provided for any reason, LESSOR shall not be liable for
  any damages to LESSEE for such failure, but LESSOR agrees to use
  reasonable efforts to deliver possesion to LESSEE at the earliest
  possible date.  A proportionate abatement of rent, excluding the
  cost of any amortized improvements to the leased premises, for
  such time as LESSEE may be deprived of possession of the leased
  premises, except where a delay in delivery in caused in any way
  by LESSEE, shall be LESSEE's sole remedy. (j) Neither the
  submission of this lease form, nor the prospective acceptance of
  the security deposit and/or rent shall constitute a reservation
  of or option for the leased premises, or an offer to lease, it
  being expressly understood and agreed that this lease shall not
  bind either party in any matter whatsoever until it has been
  executed by both parties.  (k) LESSEE shall not be entitled to
  exercise any option contained herein if LESSEE is at that time in
  default of any terms or conditions hereof beyond any applicable
  cure period.  (l) Except as otherwise provided herein, LESSOR,
  OWNER and LESSEE shall not be liable for any special, incidental,
  indirect or consequential damages, including but not limited to
  lost profits or loss of  bussiness, arising out of or in any
  manner connected with performance or nonperformance under this
  lease, even if any party has knowledge of the posibility of such
  damages. (m) The headings in this lease are for convience only
  and shall not be considered part of the terms hereof. (n) No
  endorsment by LESSEE  on any check shall bind LESSOR in any way.
  (o) LESSOR and LESSEE hereby waive any and all rights to a jury
  trial in any proceeding in any way arising out of this lease.
       
29.   NON APPLICABLE
       
30.       WAIVERS, ETC.  No consent or waiver, express or implied,
  by LESSOR, to or of any breach of any covenant, condition or duty
  of LESSEE shall be construed as a consent or waiver to or of any
  other breach of the same or any other covenant, condition or
  duty.  If LESSEE is several persons, several corporations or a
  partnership, LESSEE's obligations are joint or partnership and
  also several.  Unless repugnant to the context, "LESSOR" and
  "LESSEE" mean the person or persons, natural or corporate, named
  above as LESSOR and as LESSEE respectively, and their respective
  heirs, executors, administrators, successors and assigns.
          
31. AUTOMATIC FIVE-YEAR EXTENSIONS.  This lease, including all
  terms, conditions, escalations, etc. shall be automatically
  extended for one additional successive period two years and eight
  months unless LESSOR or LESSEE shall serve written notice, either
  party to the other, of either party's desire not to so then
  current lease period.  Time is of the essence.
       
32. ADDITIONAL PROVISIONS.  (Continued on attached rider(s) if
  necessary.)
       
                      - See Attached Rider -
       
       IN WITNESS WHEREOF, LESSOR and LESSEE have hereunto set
their hands and common seals and intend to be legally bound hereby
this 23rd day of June, 1998.
       
LESSOR: CUMMINGS PROPERTIES MANAGEMENT, INC.

By:    W. S. Cummings
       President

LESSEE: VIVID TECHNOLOGIES, INC.

By:       Daniel J. Silva