FROM THE OFFICE OF

                         STANDARD FORM COMMERCIAL LEASE

                                         Member Greater Boston Real Estate Board

1.    PARTIES
      (fill in)         Mahmoud Ketabi, 6 Aspen Ave, Newton,  MA 02166

      LESSOR, which expression shall include heirs, successors, and assigns
where the context so admits, does hereby lease to

                        InfoActiv, 202 Union Wharf, Boston, MA 02109

      LESSEE, which expression shall include it's successors, executors,
administrators, and assigns where the context so admits, and the LESSEE hereby
leases the following described premises:

2.    PREMISES
    (fill in...)

      Unit 208, Union Wharf Condominium containing 2079 square feet..

      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.

3.    TERM
    (fill in)

      The term of this lease shall be for FIVE YEARS commencing on October 1,
1997 and ending on September 30, 2002

4.    RENT
    (fill in)

      The LESSEE shall pay to the LESSOR rent at the rate of $49,896.00* dollars
per year payable in advance in monthly installments of $4,158.00 for year one.

* For years 2 through 5, see page 5.

5.    SECURITY DEPOSIT

      Upon the execution of this lease, the LESSEE shall pay to the LESSOR the
amount of $4,158.00 dollars, which shall be held as a security for the LESSEE's
performance as herein provided and refunded to the LESSEE at the end of this
lease subject to the LESSEE's satisfactory compliance with the conditions
hereof.

      Lessee pay $5,197.50 as last months rent.

6.    RENT ADJUSTMENT

      If In any tax year commencing with the fiscal year 1998, the real estate
taxes on the land and buildings of which the leased premises, are a part, are in
excess of the amount of the real estate taxes thereon for the fiscal year 1997
(hereinafter called the "Base Year"). LESSEE will pay to LESSOR as additional
rent hereunder when and as designated by notice in writing by LESSOR 100 per
cent of such excess that may occur in each year of the term of this lease or any
extension or renewal thereof and proportionately for any part of a fiscal year.
If the LESSOR obtain an abatement of any such excess real estate tax, a
proportionate share of such abatement, less the reasonable fees and costs
incurred in obtaining the same. If any, shall be refunded to the LESSEE.

      A.    TAX ESCALATION

            Real estate taxes for fiscal

<PAGE>

year 1997 is $7,013.50.

      B.    OPERATING COST ESCALATION

            The LESSEE shall pay to the LESSOR as additional rent hereunder when
      and as designated by notice in writing by LESSOR, 100 per cent of any
      increase in operating expenses over those incurred during the calendar
      year. Operating expenses are defined for this purposes of this agreement
      as:

      Condominium Fees.
      Operating expenses for 1997 is $7,036.44
      Real estate tax and operating expense escalation invoices are submitted
      and paid for in January of each year.


      This Increase shall be prorated should this lease be in affect with
respect to only a portion of any calendar year.


7. UTILITIES

      The LESSEE shall pay, as they become due, all bills for electricity and
other utilities (whether they are used for furnishing heat or other purposes)
that are furnished to the leased premises and presently separately metered, and
all bills for fuel furnished to a separate tank servicing the leased premises
exclusively. The LESSOR agrees to provide all other utility service and to
furnish reasonably hot and cold water and reasonable heat and air conditioning*
(except to the extent that the same are furnished through separately metered
utilities or separate fuel tanks as set forth above) to the leased premises, the
hallways, stairways, elevators, and lavatories during normal business hours on
regular business days of the heating and air conditioning* seasons of each year,
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 any cause beyond
the LESSOR's control.

      LESSOR shall have no obligation to provide utilities or equipment other
than the utilities and equipment within the premises as of the commencement date
of this lease. In the event LESSEE requires additional utilities or equipment,
the installation and maintenance thereof shall be the LESSEE's sole obligation
provided that such installation shall be subject to the written consent of the
LESSOR.

8.    USE OF LEASED PREMISES
         (fill in)             Office Use

      The LESSEE shall use the leased premises only for the purpose of


9.    COMPLIANCE WITH LAWS

      The LESSEE acknowledges that no trade or occupation shall be conducted in
the leased 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 of town in which the premises are situated.

10.   FIRE INSURANCE

      The LESSEE shall not permit any use of the leased premises which will 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 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 the LESSEE's use of the premises.

11.   MAINTENANCE

      The LESSEE agrees to maintain the leased premises in good condition,
damage by


<PAGE>

fire and other casualty only excepted, and whenever necessary to replace plate
glass and other glass therein, acknowledging that the leased premises are now in
good order and the glass whole.

      A.    LESSEE'S OBLIGATIONS

            The LESSEE shall not permit the leased 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 provide regular cleaning of the office and maintain all equipment in
      good working condition.

      B.    LESSOR'S OBLIGATIONS

            The LESSOR agrees to maintain the structure of the building of which
      the leased premises are a part in the same condition as it is at the
      commencement of the term or as it may be put in during the term of this
      lease, reasonable wear and tear, damage by fire and other casualty only
      excepted, unless such maintenance is required because of the LESSEE or
      those for whose conduct the LESSEE is legally responsible.

12.   ALTERATIONS - ADDITIONS

      The LESSEE shall not make structural alterations or addition to the leased
premises, but may make non-structural alterations provided the LESSOR consents
thereto in writing, which consent shall not be unreasonably withhold at delayed.
All such allowed alterations shall be at LESSEE's expense and shall be in
quality at least equal to the present construction. LESSEE shall nor permit any
mechanics' liens, or similar liens, to remain upon the leased 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.

13.   ASSIGNMENT - SUBLEASING

      The LESSEE shall not assign or sublet the whole or any part of the leased
premises without LESSOR'S prior written consent. Notwithstanding such consent,
LESSEE shall remain liable to LESSOR for the payment of all rent and for the
full performance of the covenants and conditions of this lease.

14.   SUBORDINATION

      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 leased premises are
a part and the LESSEE shall, when requested, promptly execute end 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 a mortgage.

15.   LESSORS ACCESS

      The LESSOR or agents of the LESSOR may, at reasonable times, enter to view
the leased 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 leased premises to others, and at any time within three (3)
months before the expiration of the term, may affix to any suitable part of the
leased premises a notice for letting or selling the leased premises or property
of which the leased premises are a part and keep the same so affixed without
hindrance or molestation.

16.   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 sidewalk bordering upon the premises
so leased, or by any nuisance made or suffered on the leased premises unless
such loss is caused by the neglect of the LESSOR. The removal of snow and ice
from the sidewalks bordering upon the leased premises shall be condominium trust
responsibility.

17.   LESSEES LIABILITY INSURANCE

      The LESSEE shall maintain with respect to the leased premises and the
property of which the leased premises are a part comprehensive public liability
insurance in the amount of $1,000,000.00 with property damage insurance in
limits of $ 250,000.00 in responsible companies qualified to do


<PAGE>

business in Massachusetts and in good standing therein insuring the LESSOR as
well as LESSEE against injury to persons or damage to property as provided. The
LESSEE shall deposit with the LESSOR certificates for such insurance at or prior
to the commencement of the term, 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 assured named therein.

18.   FIRE, CASUALTY - EMINENT DOMAIN

      Should a substantial portion of the leased premises or of the property of
which they damaged by fire or other casualty, at be taken by eminent domain, the
LESSOR may elect to terminate this lease. When such fire, casualty, or taking
renders the leased premises substantially unsuitable for their 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 falls to give written notice within thirty (30) days of
            intention to restore leased premises; or

      (b)   The LESSOR falls to restore the leased premises to a condition
            substantially suitable for their intended use within ninety (90)
            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 leased premises for any taking
by eminent domain, except for damage to the LESSEE's fixtures, property, or
equipment.

19.   DEFAULT AND BANKRUPTCY

      In the event that:

      (a) The LESSEE shall default in the payment of any installment of rent or
other sum herein specified and such default shall continue for ten (10) days
after written notice thereof; or (b) the 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 written notice thereof; or (c) The LESSEE shall be declared bankrupt
or insolvent according to law, or, 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 leased premises, to declare the term of this lease ended, and
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 indemnity
the LESSOR against all loss of rent and other payments which the LESSOR may
incur by reason of such termination during the residue of the term. If the
LESSEE shall 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 article 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 such sums paid or obligations insured, with interest at
the rate of percent per annum and cost, shall be paid to the LESSOR by the
LESSEE as additional rent.

20.   NOTICE

      Any notice form the LESSOR to the LESSEE relating to the leased premises
or to the occupancy thereof, shall be deemed duly served. If left at the leased
premises addressed to the LESSEE, or if mailed to the leased premises,
registered or certified mail, return receipt requested, postage prepaid,
addressed to the LESSEE. Any notice from the LESSEE to the LESSOR relating to
the leased premises or to the occupancy thereof, shall be deemed duly served, if
mailed to the LESSOR by registered or certified mail, return receipt requested,
postage prepaid, addressed to the LESSOR at such address as the LESSOR may from
time to time advise in writing. All rent notices shall be paid and sent to the
LESSOR at 6 Aspen Ave, Newton, MA 02166.

21.   SURRENDER

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


<PAGE>

additions made to or upon the leased premises, in good condition, damage by fire
or other casualty only excepted. In the event of the 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.

22.   BROKERAGE

      The Broker(s) named herein Hunneman & Co. / Caldwell Banker warrant(s)
that he (they) is (see) duly licensed as such by the Commonwealth of
Massachusetts and join(s) this agreement and become(s) a party hereto insofar as
any provisions of this agreement expressly apply to him (them) and to any
amendments or modifications of such provisions to which he (they) agree(s) in
writing.

      LESSOR agrees to pay the above-named Broker upon the term commencement
date a fee for professional Services of Per Agreement

or pursuant to Broker's attached commission schedule.


23.   OTHER PROVISIONS

      It is also understood and agreed that

      Samuel D. Cannavo hereby agrees to be personally responsible for payment
of rent for a period of six months. The six month period will begin with any
default on the part of the Lessee, as defined in Section 19.

InfoActiv will pay an additional $500.00 per month during the first year only
for furniture in the front two offices.

RENT                               PER MONTH                          PER YEAR
----                               ---------                          ---------
Second year rent                   $4,677.75                         $56,133.00
Third year                          4,851.00                          58,212.00
Fourth year                         5,024.25                          60,291.00
Fifth year                          5,197.50                          62,370.00

Lessor will provide Lessee with the right to park one vehicle at $200 per month
for the first year and thereafter the monthly as set by the Union Wharf
Condominium Trust.

IN WITNESS WHEREOF, the said parties hereunto set their hands and seals this day
of 2nd day of August, 1997.


----------------------------------------       ---------------------------------
LESSEE      Samuel D. Cannavo                  LESSOR
            Chairman & CEO



----------------------------------------       ---------------------------------
LESSEE   Samuel D. Cannavo, Individually       LESSOR



                             ----------------------------------
                             BROKER(S)