Exhibit 10.6.3




                               Agreement of Lease

                                     Between

        Southborough/Westborough LLC, a Delaware limited liability company

                                       AND

             Cognistar Interactive Corporation, a Delaware corporation






                                110 Turnpike Road
                                 Westborough, MA



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                                TABLE OF CONTENTS




ARTICLE 1   BASIC LEASE PROVISIONS...........................................1

  1.1   INTRODUCTION.........................................................1
  1.2   BASIC DATA...........................................................1
  1.3   ADDITIONAL DEFINITIONS...............................................2

ARTICLE 2   PREMISES AND APPURTENANT RIGHTS..................................3

  2.1   LEASE OF PREMISES....................................................3
  2.2   APPURTENANT RIGHTS AND RESERVATIONS..................................3

ARTICLE 3   BASIC RENT.......................................................4

  3.1   PAYMENT..............................................................4

ARTICLE 4   COMMENCEMENT AND CONDITION.......................................5

  4.1   COMMENCEMENT DATE....................................................5
  4.2   PREPARATION OF THE PREMISES..........................................5
  4.3   CONCLUSIVENESS OF LANDLORD'S PERFORMANCE.............................6
  4.4   TENANT'S DELAYS......................................................6

ARTICLE 5   USE OF PREMISES..................................................7

  5.1   PERMITTED USE........................................................7
  5.2   INSTALLATIONS AND ALTERATIONS BY TENANT..............................8

ARTICLE 6   ASSIGNMENT AND SUBLETTING........................................9

  6.1   PROHIBITION..........................................................9

ARTICLE 7   RESPONSIBILITY FOR REPAIRS AND CONDITION OF PREMISES;
SERVICES TO BE FURNISHED BY LANDLORD........................................11

  7.1   LANDLORD REPAIRS....................................................11
  7.2   TENANT'S AGREEMENT..................................................11
  7.3   FLOOR LOAD - HEAVY MACHINERY........................................12
  7.4   BUILDING SERVICES...................................................12
  7.5   ELECTRICITY.........................................................13

ARTICLE 8   REAL ESTATE TAXES...............................................15

  8.1   PAYMENTS ON ACCOUNT OF REAL ESTATE TAXES............................15
                   -
  8.2   ABATEMENT...........................................................15
  8.3   ALTERNATE TAXES.....................................................15

ARTICLE 9   OPERATING AND UTILITY EXPENSES..................................16

  9.1   DEFINITIONS.........................................................16
  9.2   TENANT'S PAYMENTS...................................................16

ARTICLE 10  INDEMNITY AND PUBLIC LIABILITY INSURANCE........................17

  10.1  TENANT'S INDEMNITY..................................................17
  10.2  PUBLIC LIABILITY INSURANCE..........................................17
  10.3  TENANT'S RISK.......................................................18
  10.4  INJURY CAUSED BY THIRD PARTIES......................................18

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ARTICLE 11  LANDLORD'S ACCESS TO PREMISES...................................18

  11.1  LANDLORD'S RIGHTS...................................................18

ARTICLE 12  FIRE, EMINENT DOMAIN, ETC.......................................18

  12.1  ABATEMENT OF RENT...................................................18
  12.2  LANDLORD'S RIGHT OF TERMINATION.....................................18
  12.3  RESTORATION.........................................................19
  12.4  AWARD...............................................................19

ARTICLE 13  DEFAULT.........................................................19

  13.1  TENANT'S DEFAULT....................................................19
  13.2  LANDLORD'S DEFAULT..................................................24

ARTICLE 14  MISCELLANEOUS PROVISIONS........................................24

  14.1  EXTRA HAZARDOUS USE.................................................24
  14.2  WAIVER..............................................................24
  14.3  COVENANT OF QUIET ENJOYMENT.........................................25
  14.4  LANDLORD'S LIABILITY................................................25
  14.5  NOTICE TO MORTGAGEE OR GROUND LESSOR................................25
  14.6  ASSIGNMENT OF RENTS AND TRANSFER OF TITLE...........................26
  14.7  RULES AND REGULATIONS...............................................26
  14.8  ADDITIONAL CHARGES..................................................26
  14.9  INVALIDITY OF PARTICULAR PROVISIONS.................................26
  14.10 PROVISIONS BINDING, ETC.............................................26
  14.12 NOTICES.............................................................27
  14.13 WHEN LEASE BECOMES BINDING; TENANT'S REPRESENTATION.................27
  14.14 PARAGRAPH HEADINGS AND INTERPRETATION OF SECTIONS...................27
  14.15 RIGHTS OF MORTGAGEE OR GROUND LESSOR................................28
  14.16 STATUS REPORT AND FINANCIAL STATEMENTS..............................28
  14.17 SECURITY DEPOSIT....................................................28
  14.18 REMEDYING DEFAULTS..................................................29
  14.19 HOLDING OVER........................................................29
  14.20 WAIVER OF SUBROGATION...............................................29
  14.21 SURRENDER OF PREMISES...............................................29
  14.22 SUBSTITUTE SPACE; DEMOLITION........................................30
  14.23 BROKERAGE...........................................................30
  14.24 GOVERNING LAW.......................................................30
  14.25 ANTI-TERRORISM REPRESENTATIONS......................................30


EXHIBIT A PREMISES


EXHIBIT B RULES AND REGULATIONS OF BUILDING


EXHIBIT C ITEMS INCLUDED IN OPERATING EXPENSES


EXHIBIT D CONTRACTOR'S INSURANCE REQUIREMENTS


EXHIBIT E COMMENCEMENT LETTER



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                                    L E A S E

      THIS  INSTRUMENT  IS A LEASE,  dated as of  November  1, 2005 in which the
Landlord and the Tenant are the parties  hereinafter named, and which relates to
space  in  the  building  (the   "Building")   located  at  110  Turnpike  Road,
Westborough,  Massachusetts.  The parties to this  instrument  hereby agree with
each other as follows:


                                    ARTICLE 1

                             BASIC LEASE PROVISIONS


1.1     INTRODUCTION. The following set forth basic data and, where appropriate,
        constitute definitions of the terms hereinafter listed.

1.2     BASIC DATA.

        Landlord:  Southborough/Westborough  LLC, a Delaware  limited  liability
company.

        Landlord's  Original Address:  c/o The Advance Group, 1430 State Highway
206, Suite 100, Bedminster, New Jersey 07921.

        Tenant:  Cognistar Interactive Corporation, a Delaware corporation.

        Tenant's Original Address: 1900 West Park Drive, Suite 110, Westborough,
MA 01532.

        Guarantor:   None.

        Basic  Rent:  The sum of  (A):  (i) for  the  period  commencing  on the
Commencement Date and expiring on the day immediately  preceding the first (1st)
anniversary  of the  Commencement  Date,  $33,448.00  ($18.50 per square foot of
Premises  Rentable Area) per annum;  (ii) for the period commencing on the first
(1st)  anniversary of the Commencement  Date and expiring on the day immediately
preceding the second (2nd)  anniversary  of the  Commencement  Date,  $35,256.00
($19.50 per square foot of Premises  Rentable Area) per annum; and (iii) for the
period  commencing on the second (2nd)  anniversary of the Commencement Date and
expiring on the on the  expiration  of the Initial Term of the Lease  $37,064.00
($20.50 per square foot of Premises  Rentable Area) per annum (the "Base Rent"),
and (B) $2,260.00 ($1.25 per square foot of Premises Rentable Area) per annum as
an allowance  (the "Tenant  Electricity  Payment")  toward the actual cost to be
paid by  Landlord  for  electricity  for  lights and plugs used by Tenant in the
Premises ("Tenant  Electric"),  as all of the same may be adjusted and/or abated
pursuant to Sections 7.5 and 12.1.

      Notwithstanding anything to the contrary herein or in the Lease contained,
other than the Tenant  Electricity  Payment,  Tenant shall have no obligation to
pay Base Rent or Escalation Charges in respect of the first (1st) three (3) full
calendar months of the Initial Term.

        Premises  Rentable  Area:  Agreed to be 1,808 square feet located on the
second (2nd) floor of the Building.

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        Permitted Uses:  Executive or professional offices of the type generally
found in first-class  office  buildings in the suburban Boston area,  subject to
the provisions of Section 5.1(a).

        Escalation Factor:  0.027, as computed in accordance with the Escalation
Factor Computation.

        Initial  Term:  Three (3) years and three (3) months  commencing  on the
Commencement  Date and  expiring  at the close of the day on the last day of the
third (3rd) month  following  the third (3rd)  anniversary  of the  Commencement
Date,  except that if the Commencement Date shall be other than the first day of
a calendar  month,  the  expiration of the Initial Term shall be at the close of
the day on the last day of the calendar  month on which such  anniversary  shall
fall.

        Security Deposit: $6,177.00

        Base Operating  Expenses:  The actual Operating Expenses with respect to
the calendar year ending December 31, 2006.

        Base Taxes:  The actual Taxes assessed with respect to the calendar year
ending December 31, 2006.

        Brokers: Richard Barry Joyce & Partners, LLC and The Staubach Company

1.3     ADDITIONAL DEFINITIONS.

        Agent:  Advance Realty  Management,  or such other person or entity from
time to time designated by Landlord.

        Building Rentable Area:  Agreed to be 71,658 square feet.

        Business Days: All days except Saturday,  Sunday, New Year's Day, Martin
Luther King Day, President's Day, Patriots Day, Memorial Day,  Independence Day,
Labor Day, Columbus Day, Veterans' Day, Thanksgiving Day, Christmas Day (and the
following  day when any such day  occurs on  Sunday)  and such  other  days that
tenants  occupying at least 50% of Building  Rentable  Area now or in the future
recognize as holidays for their general office staff.

        Commencement Date:  As defined in Section 4.1.

        Default of Tenant:  As defined in Section 13.1.

        Escalation Charges:  The amounts prescribed in Sections 8.1 and 9.2.

        Escalation Factor Computation:  Premises Rentable Area divided by 93% of
Building Rentable Area.

        Force  Majeure:  Collectively  and  individually,  strike or other labor
trouble, fire or other casualty,  governmental preemption of priorities or other
controls in connection with a national or other public emergency or shortages of
fuel, supplies or labor resulting therefrom, or any other cause, whether similar
or dissimilar, beyond Landlord's reasonable control.

        Initial Public Liability Insurance: $4,000,000 combined single limit for
property damage, bodily injury or death.

        Operating Expenses:  As determined in accordance with Section 9.1.

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        Operating Year:  As defined in Section 9.1.

        Park:  The  properties  owned by Landlord at 110,  112 and 114  Turnpike
Road, Westborough, Massachusetts.

        Premises:  A  portion  of the  Building  as shown on  Exhibit  A annexed
hereto.

        Property:  The  Building  and the land  parcels  on which it is  located
(including adjacent sidewalks and other portions of the Park).

        Tax Year:  As defined in Section 8.1.

        Taxes:  As determined in accordance with Section 8.1.

        Tenant's Removable Property:  As defined in Section 5.2.

        Term of this  Lease:  The  Initial  Term and any  extension  thereof  in
accordance with the provisions hereof.

                                    ARTICLE 2

                         PREMISES AND APPURTENANT RIGHTS


2.1     LEASE OF PREMISES.  Landlord hereby demises and leases to Tenant for the
        Term of this  Lease and upon the terms and  conditions  hereinafter  set
        forth, and Tenant hereby accepts from Landlord, the Premises.

2.2     APPURTENANT   RIGHTS  AND  RESERVATIONS.   (a)  Tenant  shall  have,  as
        appurtenant to the Premises,  the non-exclusive right to use, and permit
        its  invitees to use in common with  others,  public or common  lobbies,
        hallways, stairways,  elevators and common walkways necessary for access
        to the  Building,  and if the  portion  of  the  Premises  on any  floor
        includes less than the entire floor,  the common toilets,  corridors and
        elevator lobby of such floor; but such rights shall always be subject to
        reasonable  rules  and  regulations  from  time to time  established  by
        Landlord  pursuant  to  Section  14.7 and to the  right of  Landlord  to
        designate  and change  from time to time areas and  facilities  so to be
        used,  provided  that  Tenant's  use of and access to the  Premises  and
        Parking Areas shall not be materially adversely affected.

        (b)  Excepted and  excluded  from the  Premises are the ceiling,  floor,
        perimeter  walls and exterior  windows (except the inner surface of each
        thereof),  and any space in the Premises used for shafts, stacks, pipes,
        conduits, fan rooms, ducts, electric or other utilities,  sinks or other
        Building  facilities,  but the entry doors (and related glass and finish
        work) to the Premises are a part thereof.  Landlord shall have the right
        to place in the  Premises  (but in such manner as to reduce to a minimum
        interference with Tenant's use of the Premises)  interior storm windows,
        sun control devices, utility lines, equipment,  stacks, pipes, conduits,
        ducts and the like.  In the event that  Tenant  shall  install  any hung
        ceilings or walls in the Premises, Tenant shall install and maintain, as
        Landlord may require,  proper access panels  therein to afford access to
        any facilities above the ceiling or within or behind the walls.

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        (c) During the Term of this Lease,  Tenant  shall have the right to use,
        on a non-exclusive  first-come,  first-served  basis,  the parking areas
        located on the Property designated from time to time by Landlord for the
        use of tenants of the Building (the "Parking  Area") for the  unreserved
        parking of passenger  automobiles.  The Parking Area currently  contains
        approximately  3.96 spaces (inclusive of any handicap spaces required by
        law) per  1,000  square  feet of  rentable  area in the  Park  ("Parking
        Ratio") and in no event shall Tenant have the right to use more than the
        Parking Ratio (based on the Premises Rentable Area).

        Tenant  shall  park and shall  cause its  employees  to park only in the
        Parking Area (and not in other parking  areas of the Park).  In order to
        restrict the use by Tenant's  employees of areas designated or which may
        be designated by Landlord as handicapped, reserved or restricted parking
        areas, or for any other business purpose, Tenant agrees that it will, at
        any  time  and  from  time to time as  requested  by  Landlord,  furnish
        Landlord  with the owners'  names and the license  plate  numbers of any
        vehicle of Tenant and Tenant's employees.

        Landlord  reserves the right to institute a parking control system,  and
        to establish and modify or amend rules and regulations governing the use
        thereof.  Landlord  shall  have  the  right to  revoke a user's  parking
        privileges  in the  event  such  user  fails to abide by the  rules  and
        regulations  governing  the use of the  Parking  Area.  Tenant  shall be
        prohibited  from  using the  Parking  Area for  purposes  other than for
        parking registered vehicles. The storage, repair or overnight parking of
        vehicles in the Parking Area is strictly prohibited.

        Tenant and its employees shall observe  reasonable safety precautions in
        the use of the  Parking  Area and shall at all times  abide by all rules
        and  regulations  governing the use of the Parking Area  promulgated  by
        Landlord or the Parking Area  operator (if any) and  delivered to Tenant
        in writing prior to the enforcement thereof. Landlord reserves the right
        to  temporarily  close the  Parking  Area  during  periods of  unusually
        inclement weather,  for repairs, or to prevent a dedication thereof, and
        Tenant  shall not be  entitled to any  abatement  of Basic Rent or other
        damages   as  a  result   thereof.   Landlord   does  not   assume   any
        responsibility,  and shall not be held liable, for any damage or loss to
        any automobile or personal property in or about the Parking Area, or for
        any injury sustained by any person in or about the Parking Area.


                                    ARTICLE 3

                                   BASIC RENT


3.1     PAYMENT.  (a)  Tenant  agrees  to pay to  Landlord,  or as  directed  by
        Landlord,  commencing on the Commencement Date without offset, abatement
        (except as provided in Section  12.2),  deduction  or demand,  the Basic
        Rent. Such Basic Rent shall be payable in equal monthly installments, in
        advance,  on the first day of each and every  calendar  month during the
        Term of this Lease, to Southborough/Westborough  LLC, c/o Advance Realty
        Management,  Inc., P.O. Box 414582,  Boston,  MA 02241-4582,  or at such
        other place as Landlord shall from time to time designate by notice,  in
        lawful money of the United States.  In the event that any installment of
        Basic Rent is not paid when due, Tenant shall pay, in an addition to any
        charges under Section 14.18, at Landlord's request an administrative fee
        equal to 5% of the overdue  payment.  Landlord and Tenant agree that all
        amounts  due from  Tenant  under or in  respect of this  Lease,  whether
        labeled Basic Rent, Escalation Charges, additional charges or otherwise,
        shall  be  considered  as  rental  reserved  under  this  Lease  for all
        purposes,


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<PAGE>


        including without  limitation  regulations  promulgated  pursuant to the
        Bankruptcy Code, and including further without limitation Section 502(b)
        thereof.

        (b) Basic  Rent for any  partial  month  shall be  pro-rated  on a daily
        basis, and if the first day on which Tenant must pay Basic Rent shall be
        other than the first day of a calendar  month,  the first  payment which
        Tenant shall make to Landlord shall be equal to a proportionate  part of
        the monthly  installment  of Basic Rent for the  partial  month from the
        first day on which  Tenant  must pay  Basic  Rent to the last day of the
        month in which such day occurs,  plus the  installment of Basic Rent for
        the succeeding calendar month.


                                    ARTICLE 4

                           COMMENCEMENT AND CONDITION


4.1     4.1 COMMENCEMENT  DATE. The Commencement Date shall be the last to occur
        of:

        (a) The day following  the  Substantial  Completion  Date, as defined in
            Section 4.2(d); or

        (b) November 1, 2005 ("Target Commencement Date").

        Notwithstanding  the foregoing,  if (i) Tenant'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 sentence,
        such date of occupancy  shall,  for all  purposes of this Lease,  be the
        Commencement  Date, and (ii) if Landlord is unable to deliver possession
        of  the  Premises  on  or  before  the  date  so  specified,   then  the
        Commencement  Date shall be the first day thereafter  that possession is
        delivered.  Promptly  upon  the  occurrence  of the  Commencement  Date,
        Landlord and Tenant shall enter into a letter agreement substantially in
        the form annexed  hereto as Exhibit E but the failure by either party to
        execute such a letter shall have no effect on the Commencement  Date, as
        hereinabove determined.

4.2     PREPARATION OF THE PREMISES.  (a) Landlord has agreed to perform certain
        work in the  Premises  to  prepare  the  same  for  Tenant's  occupancy.
        Promptly  upon the full  execution  of the  Lease,  Landlord  will  have
        architectural and engineering plans and specifications (the "Plans") for
        the Premises, which Plans shall be submitted to Tenant for its approval,
        which shall not be  unreasonably  withheld  or delayed.  The Plans shall
        reflect  substantially  the (i)  configuration  of the Premises shown on
        Exhibit A, and (ii) the specifications detailed in Exhibit F on Schedule
        I.  Notwithstanding  the  foregoing,  if Tenant  requests  that Landlord
        incorporate revisions to the Plans which are not specified in Schedule I
        hereto,  such  revisions  shall be subject  to the terms and  conditions
        provided for in Exhibit F. If Landlord  approves  such  request,  Tenant
        shall pay for all costs associated  therewith as provided for in Section
        E of Exhibit F. Failure by Tenant to  disapprove  any  submission of the
        Plans in writing  within (i) three (3)  business  days after the initial
        submission and (ii) one (1) business day after any subsequent submission
        shall constitute approval thereof.  Any disapproval shall be accompanied
        by a reasonably specific statement of reasons therefor.

        (b)  Promptly  after  approval  of the Plans,  the  Landlord  shall,  at
        Landlord's  cost and expense,  subject to clause (a) above,  perform the
        work  ("Landlord's  Work") as listed on Exhibit F attached  hereto using
        Building  standard  methods and  materials.  Landlord shall exercise all
        reasonable  efforts to  complete  "Landlord's  Work"  specified  therein
        necessary to prepare the  Premises for Tenant's  occupancy by the Target
        Commencement  Date, but Tenant shall have no claim against  Landlord for

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        failure so to complete Landlord's Work.

        (c) At such  time as  Landlord's  contractor  determines  that  Tenant's
        access will not unreasonably  interfere with Landlord's  Work,  Landlord
        shall  allow  Tenant  access to the  Premises  for the sole  purposes of
        installation of its wiring, cabling, furniture,  fixtures and equipment.
        Tenant  shall  cause  its   contractors  to  cooperate  with  Landlord's
        contractors to effect the prompt and efficient  completion of work being
        done by each.

        (d) The Premises  shall be deemed  ready for  occupancy on the first day
        (the "Substantial Completion Date") as of which Landlord's Work has been
        completed  except for items of work (and, if  applicable,  adjustment of
        equipment and fixtures)  which can be completed after occupancy has been
        taken  without  causing  undue  interference  with  Tenant's  use of the
        Premises (i.e.  so-called  "punch list" items), a temporary or permanent
        certificate of occupancy has been issued by the appropriate governmental
        authority  if the  nature  of  Landlord's  Work  requires  the  issuance
        thereof,  and Tenant  has been  given  notice  thereof.  Landlord  shall
        complete as soon as conditions  permit all "punch list" items and Tenant
        shall afford Landlord access to the Premises for such purposes.

4.3     CONCLUSIVENESS OF LANDLORD'S PERFORMANCE.  Except to the extent to which
        Tenant shall have given Landlord  notice,  not later than the end of the
        second  full  calendar  month of the Term of this Lease  next  beginning
        after the Substantial Completion Date, of respects in which Landlord has
        not performed  Landlord's Work, Tenant shall have no claim that Landlord
        has failed to perform any of Landlord's Work.  Notwithstanding  anything
        contained  in this Section 4.3 to the  contrary,  the  foregoing  notice
        period shall be extended by one (1) year from the Substantial Completion
        Date with respect to defects  relating to Landlord's Work that could not
        reasonably  have been  discovered by a careful  visual  inspection or by
        normal use and occupancy,  after which time Tenant shall have no further
        claim against Landlord for failure to perform  Landlord's  Work.  Except
        for Landlord's Work, the Premises are being leased in their condition AS
        IS WITHOUT  REPRESENTATION OR WARRANTY by Landlord.  Tenant acknowledges
        that it has inspected the Premises and common areas of the Building and,
        except for Landlord's Work, have found the same satisfactory.

4.4     TENANT'S  DELAYS.  (a)  If  a  delay  shall  occur  in  the  Substantial
        Completion Date as the result of:

                (i)  any   request  by  Tenant  that   Landlord   delay  in  the
        commencement or completion of Landlord's Work for any reason;

                (ii) any change by Tenant to Exhibit F;

                (iii)  any  other act or  omission  of  Tenant or its  officers,
        agents, servants or contractors;

                (iv) any special requirement of Exhibit F not in accordance with
        Landlord's  building standards of which Landlord has given Tenant notice
        at the time of Landlord's approval thereof; or

        (v) any reasonably necessary displacement of any of Landlord's Work from
        its place in Landlord's  construction schedule resulting from any of the
        causes for delay referred to in clauses (i), (ii), (iii) or (iv) of this
        paragraph and the fitting of Landlord's Work back into such schedule;

        then  Tenant  shall,  from time to time and  within  ten (10) days after
        demand  therefor,  pay to Landlord for each day of such delay the amount
        of Basic Rent, Escalation Charges and other charges that would have been
        payable hereunder had the Tenant's obligation to pay Basic Rent (without
        regard to any period of free rent) commenced  immediately  prior to such
        delay.

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        (b) If a delay in the Substantial Completion Date, or if any substantial
        portion of such delay,  is the result of Force  Majeure,  and such delay
        would not have occurred but for a delay described in paragraph (a), such
        delay shall be deemed added to the delay described in that paragraph.

        (c) The delays referred to in paragraphs (a) and (b) are herein referred
        to collectively and individually as "Tenant's Delay."

        (d) If, as a result of Tenant's  Delay(s),  the  Substantial  Completion
        Date is delayed in the aggregate for more than sixty (60) days, Landlord
        may (but shall not be required to) at any time thereafter terminate this
        Lease by  giving  written  notice  of such  termination  to  Tenant  and
        thereupon  this Lease  shall  terminate  without  further  liability  or
        obligation on the part of either party,  except that Tenant shall pay to
        Landlord  the  cost  theretofore  incurred  by  Landlord  in  performing
        Landlord's  Work,  including any  restoration  of the Premises,  plus an
        amount equal to Landlord's out-of-pocket expenses reasonably incurred in
        connection with this Lease, including, without limitation, brokerage and
        legal fees,  together  with any amount  required to be paid  pursuant to
        paragraph (a) through the effective termination date.

                                    ARTICLE 5

                                 USE OF PREMISES


5.1     PERMITTED  USE. (a) Tenant  agrees that the  Premises  shall be used and
        occupied  by Tenant  only for  Permitted  Uses  specifically  excluding,
        without  limitation,  use for  medical,  dental,  governmental,  utility
        company or employment agency offices.

        (b) Tenant agrees to conform to the following provisions during the Term
        of this Lease:

                (i) Tenant shall cause all freight to be delivered to or removed
                from the Building and the Premises in accordance with reasonable
                rules and regulations established by Landlord therefor;

                (ii)  Tenant  will not  place on the  exterior  of the  Premises
                (including  both  interior  and  exterior  surfaces of doors and
                interior  surfaces of  windows)  or on any part of the  Building
                outside the Premises,  any signs,  symbol,  advertisement or the
                like  visible to public view outside of the  Premises.  Landlord
                will not  withhold  consent for signs or  lettering on the entry
                doors to the Premises  provided  such signs  conform to building
                standards  adopted by Landlord in its sole discretion and Tenant
                has submitted to Landlord a plan or sketch in reasonable  detail
                (showing, without limitation,  size, color, location,  materials
                and method of affixation) of the sign to be placed on such entry
                doors. Landlord agrees,  however, to maintain a tenant directory
                in the lobby of the Building  (and, in the case of  multi-tenant
                floors,  in that floor's elevator lobby) in which will be placed
                Tenant's name and the location of the Premises in the Building;

                (iii)  Tenant shall not perform any act or carry on any practice
                which  may  injure  the  Premises,  or  any  other  part  of the
                Building,  or  cause  any  offensive  odors  or  loud  noise  or
                constitute a nuisance or a menace to any other tenant or tenants
                or other persons in the Building;

                                      -7-
<PAGE>

                (iv) Tenant shall,  in its use of the Premises,  comply with the
                requirements  of all  applicable  governmental  laws,  rules and
                regulations,  including  without  limitation  the Americans With
                Disabilities Act of 1990; and

                (v) Tenant shall continuously  throughout the Term of this Lease
                occupy the Premises for Permitted Uses.

        (c)  Tenant  shall  not,  at any time,  bring  any so called  "Hazardous
        Material"  to the  Premises  or the  Property,  and shall  never use the
        Premises in such a way as could generate "Hazardous Material," in either
        case  except  in strict  accordance  with all  "Environmental  Laws" and
        requirements  of  federal,  state or local  government  with  respect to
        "Hazardous  Material" and other  environmental  matters at its sole cost
        and expense. Tenant hereby indemnifies and agrees to defend and hold the
        Landlord harmless from and against any and all liens,  damages,  losses,
        liabilities,   obligations,   penalties,  claims,  litigation,  demands,
        judgments,  suits, proceedings,  costs, disbursements or expenses of any
        kind or nature whatsoever (including, without limitation, attorneys' and
        experts'  fees and  expenses)  which  may at any time be  imposed  upon,
        incurred by or asserted or awarded  against the Landlord,  the Premises,
        the Building or the  Property  arising from or out of (i) the release by
        Tenant of any  Hazardous  Materials  at any time during the Term of this
        Lease on, in,  under or  affecting  all or any portion of the  Property,
        (ii) the  violation or alleged  violation  by Tenant  during the term of
        this Lease of any  Environmental Law with respect to the Property or any
        portion  thereof,  and (iii) any attempts by the Landlord to enforce the
        foregoing rights. The foregoing  indemnification shall include,  without
        limitation  (x) the cost of removal of any and all  Hazardous  Materials
        released  by  Tenant  from all or any  portion  of the  Property  or any
        surrounding  areas,  (y)  additional  costs required as a result of such
        release or violation by Tenant to take necessary  precautions to protect
        against the discharge,  spillage,  emission, leakage, seepage or release
        of Hazardous  Materials  on, in, under or affecting  the Premises or the
        Property  or into the air,  water or soil,  and (z) costs  incurred as a
        result  of  such   release  or   violation  by  Tenant  to  comply  with
        Environmental Laws in connection with all or any portion of the Premises
        or any surrounding  areas.  In determining  whether the Tenant is liable
        under this paragraph (c), the term "Tenant" shall include Tenant and its
        agents,  employees and  independent  contractors.  For purposes  hereof,
        "Hazardous  Material"  or  "Hazardous   Materials"  means  and  includes
        petroleum  products,   flammable  explosives,   radioactive   materials,
        asbestos or any material containing asbestos, polychlorinated biphenyls,
        and/or any hazardous,  toxic or dangerous  waste,  substance or material
        now or hereafter  defined as such, or as a hazardous  substance,  or any
        similar  term,  by or in the  Environmental  Laws.  For purposes of this
        Lease,  "Environmental Law" or "Environmental  Laws" shall mean: (x) any
        "Superfund"  or "Super Lien" law, or any other  federal,  state or local
        statute,  law  ordinance,  code,  rule,  regulation,  order  or  decree,
        regulating,  relating to or imposing  liability  or standards of conduct
        concerning,  any Hazardous Materials as may now or at any time hereafter
        be in effect,  including without  limitation,  the following as the same
        may be  amended  or  replaced  from  time to time,  and all  regulations
        promulgated  thereunder  or in  connection  therewith:  the  Super  Fund
        Amendments  and   Reauthorization   Act  of  1986,   the   Comprehensive
        Environmental  Response,  Compensation  and Liability  Act of 1980,  the
        Clean Air Act,  the Clean Water Act, the Toxic  Substances  Control Act,
        the Solid Waste  Disposal  Act, as amended by the Resource  Conservation
        and  Recovery  Act,  the  Hazardous  Waste  Management  System,  and the
        Occupational  Safety and Health Act of 1970; and (y) any law,  ordinance
        or regulation the primary  purpose of which is to protect the quality of
        the environment.

5.2     INSTALLATIONS  AND  ALTERATIONS  BY  TENANT.  (a)  Tenant  shall make no
        alterations, additions (including, for the purposes hereof, wall-to-wall
        carpeting),  or  improvements  in  or to  the

                                      -8-
<PAGE>

        Premises   (including  any  improvements   other  than  Landlord's  Work
        necessary  for  Tenant's  initial  occupancy  of the  Premises)  without
        Landlord's prior written  consent.  Any such  alterations,  additions or
        improvements   shall  be  in   accordance   with   complete   plans  and
        specifications  meeting  the  requirements  set  forth in the  rules and
        regulations  from time to time in effect  and  approved  in  advance  by
        Landlord.  Such work shall (i) be  performed  in a good and  workmanlike
        manner  and in  compliance  with all  applicable  laws,  (ii) be made at
        Tenant's sole cost and expense and at such times and in such a manner as
        Landlord  may  from  time  to time  designate,  (iii)  be  made  only in
        accordance  with the rules and  regulations  from time to time in effect
        with  respect  thereto,  and (iv)  become part of the  Premises  and the
        property of Landlord.  If any alterations or improvements  shall involve
        the removal of  fixtures,  equipment  or other  property in the Premises
        which are not Tenant's Removable Property,  such fixtures,  equipment or
        property  shall be promptly  replaced by Tenant at its expense  with new
        fixtures,  equipment  or property of like  utility and of at least equal
        quality.

        (b)  All  articles  of  personal  property  and all  business  fixtures,
        machinery  and  equipment  and  furniture  owned or  installed by Tenant
        solely at its expense in the Premises  ("Tenant's  Removable  Property")
        shall  remain the property of Tenant and may be removed by Tenant at any
        time prior to the expiration of this Lease, provided that Tenant, at its
        expense, shall repair any damage to the Building caused by such removal.

        (c)  Notice is hereby  given that  Landlord  shall not be liable for any
        labor or  materials  furnished or to be furnished to Tenant upon credit,
        and that no  mechanic's  or other lien for any such  labor or  materials
        shall  attach to or affect the  reversion or other estate or interest of
        Landlord in and to the Premises. To the maximum extent permitted by law,
        before such time as any  contractor  commences to perform work on behalf
        of Tenant,  such  contractor  (and any  subcontractors)  shall furnish a
        written  statement  acknowledging  the provisions set forth in the prior
        clause.  Whenever  and as often as any  mechanic's  lien shall have been
        filed  against the Property  based upon any act or interest of Tenant or
        of anyone  claiming  through  Tenant,  Tenant shall  forthwith take such
        action by  bonding,  deposit or payment  as will  remove or satisfy  the
        lien.

        (d) In the  course of any work  being  performed  by  Tenant  (including
        without  limitation the "field  installation" of any Tenant's  Removable
        Property),  Tenant  agrees  to use  labor  compatible  with  that  being
        employed by Landlord for work in or to the  Building or other  buildings
        owned by Landlord or its affiliates  (which term,  for purposes  hereof,
        shall include,  without limitation,  entities which control or are under
        common control with Landlord, or which are controlled by Landlord or, if
        Landlord is a partnership, by any partner of Landlord) and not to employ
        or permit the use of any labor or otherwise  take any action which might
        result in a labor dispute involving  personnel providing services in the
        Building pursuant to arrangements made by Landlord.


                                    ARTICLE 6

                            ASSIGNMENT AND SUBLETTING

6.1     PROHIBITION.  (a) Tenant covenants and agrees that whether  voluntarily,
        involuntarily,  by operation of law or otherwise  neither this Lease nor
        the term and estate hereby granted,  nor any interest herein or therein,
        will  be  assigned,   mortgaged,   pledged,   encumbered   or  otherwise
        transferred  and that  neither the Premises nor any part thereof will be
        encumbered in any manner by reason of any act or omission on the part of
        Tenant,  or used or occupied or  permitted  to be used or  occupied,  by
        anyone  other  than  Tenant,  or for any  use or  purpose  other  than a
        Permitted  Use, or be sublet  (which  term,  without  limitation,  shall
        include  granting of concessions,  licenses and the like) in whole or in
        part, or be offered or advertised for


                                      -9-
<PAGE>


        assignment or subletting.  Without limiting the foregoing, any agreement
        pursuant to which: (x) Tenant is relieved from the obligation to pay, or
        a third party  agrees to pay on Tenant's  behalf,  all or any portion of
        Basic Rent,  Escalation  Charges or other  charges due under this Lease;
        and/or (y) a third party undertakes or is granted the right to assign or
        attempt  to assign  this Lease or sublet or attempt to sublet all or any
        portion of the Premises,  shall for all purposes  hereof be deemed to be
        an  assignment  of this  Lease and  subject  to the  provisions  of this
        Article  6.  The  provisions  of this  paragraph  (a)  shall  apply to a
        transfer  (by one or more  transfers)  of a  majority  of the  stock  or
        partnership  interests  or other  evidences of ownership of Tenant as if
        such transfer were an assignment of this Lease. Notwithstanding anything
        to the contrary herein contained, provided that Tenant notifies Landlord
        prior to  advertising or offering all or any portion of the Premises for
        assignment or subletting,  Landlord agrees that it will not unreasonably
        withhold  its  consent to any such  assignment  or  subletting.  No such
        assignment or subletting shall relieve Tenant of its primary  obligation
        as party-Tenant  hereunder,  nor shall it reduce or increase  Landlord's
        obligations under the Lease.

        (b)  The  provisions  of  paragraph  (a)  shall  not  apply  to  either:
        transactions  with an  entity  into or with  which  Tenant  is merged or
        consolidated,  or to which  substantially  all of  Tenant's  assets  are
        transferred;  or  transactions  with any  entity  which  controls  or is
        controlled  by Tenant or is under common  control with Tenant;  provided
        that in either such event:

                (i)  the  successor  to  Tenant  has a  net  worth  computed  in
                accordance  with  generally   accepted   accounting   principles
                consistently  applied at least  equal to the  greater of (1) the
                net  worth  of  Tenant   immediately   prior  to  such   merger,
                consolidation or transfer, or (2) the net worth of Tenant herein
                named on the date of this Lease,

                (ii) proof satisfactory to Landlord of such net worth shall have
                been  delivered  to  Landlord  at  least  10 days  prior  to the
                effective date of any such transaction, and

                (iii) the assignee  agrees  directly with  Landlord,  by written
                instrument in form satisfactory to Landlord,  to be bound by all
                the   obligations  of  Tenant   hereunder   including,   without
                limitation,   the  covenant   against  further   assignment  and
                subletting.

        (c) If, in violation  of this  Article 6, this Lease be assigned,  or if
        the  Premises or any part  thereof be sublet or occupied by anyone other
        than Tenant,  Landlord  may, at any time and from time to time,  collect
        rent and other  charges from the  assignee,  subtenant or occupant,  and
        apply the net  amount  collected  to the rent and other  charges  herein
        reserved, but no such assignment,  subletting,  occupancy, collection or
        modification of any provisions of this Lease shall be deemed a waiver of
        this covenant, or the acceptance of the assignee,  subtenant or occupant
        as a tenant  or a release  of Tenant  from the  further  performance  of
        covenants on the part of Tenant to be performed  hereunder.  Any consent
        by Landlord to a particular subletting or occupancy shall not in any way
        diminish the prohibition  stated in paragraph (a) of this Section 6.1 or
        the continuing  liability of the original named Tenant. No assignment or
        subletting hereunder shall relieve Tenant from its obligations hereunder
        and Tenant shall remain fully and  primarily  liable  therefor.  No such
        assignment,  subletting,  or  occupancy  shall  affect or be contrary to
        Permitted  Uses.  Any consent by Landlord  to a  particular  assignment,
        subletting  or  occupancy  shall  be  revocable,   and  any  assignment,
        subletting or occupancy shall be void AB INITIO,  if the same shall fail
        to require that such assignee, subtenant or occupant agree therein to be
        independently bound by and upon all of the covenants, agreements, terms,
        provisions  and conditions set forth in this Lease on the part of Tenant
        to be kept and performed.


                                      -10-
<PAGE>

                                    ARTICLE 7

             RESPONSIBILITY FOR REPAIRS AND CONDITION OF PREMISES;
                      SERVICES TO BE FURNISHED BY LANDLORD


7.1     LANDLORD  REPAIRS.  (a)  Except as  otherwise  provided  in this  Lease,
        Landlord  agrees to keep in good order,  condition  and repair the roof,
        public areas, exterior walls (including exterior glass) and structure of
        the Building (including all plumbing,  mechanical and electrical systems
        installed by  Landlord,  but  specifically  excluding  any  supplemental
        heating,  ventilation or air conditioning equipment or systems installed
        at Tenant's request or as a result of Tenant's requirements in excess of
        building  standard  design  criteria),  all  insofar as they  affect the
        Premises,  except  that  Landlord  shall in no event be  responsible  to
        Tenant for the repair of glass in the  Premises,  the doors (or  related
        glass and finish work) leading to the Premises,  or any condition in the
        Premises  or the  Building  caused by any act or neglect of Tenant,  its
        invitees or  contractors.  Landlord shall not be responsible to make any
        improvements  or repairs to the Building other than as expressly in this
        Section 7.1 provided, unless expressly provided otherwise in this Lease.

        (b) Landlord shall never be liable for any failure to make repairs which
        Landlord has undertaken to make under the provisions of this Section 7.1
        or elsewhere in this Lease,  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 after receipt of such notice,
        or fails to proceed with reasonable diligence to complete such repairs.

7.2     TENANT'S AGREEMENT.  (a) Tenant will keep neat and clean and maintain in
        good order,  condition  and repair the Premises and every part  thereof,
        excepting only those repairs for which Landlord is responsible under the
        terms of this  Lease,  reasonable  wear and  tear of the  Premises,  and
        damage by fire or other  casualty or as a consequence of the exercise of
        the power of eminent domain;  and shall  surrender the Premises,  at the
        end of the Term, in such  condition.  Without  limitation,  Tenant shall
        continually  during  the Term of this Lease  maintain  the  Premises  in
        accordance  with all  laws,  codes and  ordinances  from time to time in
        effect and all directions,  rules and regulations of the proper officers
        of  governmental   agencies  having  jurisdiction,   and  the  standards
        recommended  by the Boston  Board of Fire  Underwriters,  and shall,  at
        Tenant's expense, obtain all permits,  licenses and the like required by
        applicable  law. To the extent that the Premises  constitute a "Place of
        Public   Accommodation"   within  the  meaning  of  the  Americans  With
        Disabilities  Act of 1990,  Tenant shall be responsible,  subject to the
        requirements  of Section 5.2,  for making the Premises  comply with such
        Act.  Notwithstanding  the foregoing or the provisions of Article 12, to
        the maximum extent this  provision may be enforceable  according to law,
        Tenant shall be  responsible  for the cost of repairs  which may be made
        necessary  by  reason of  damage  to the  Building  caused by any act or
        neglect of Tenant, or its contractors or invitees  (including any damage
        by fire or other  casualty  arising  therefrom)  and,  if the premium or
        rates  payable  with  respect to any  policy or  policies  of  insurance
        purchased by Landlord or Agent with respect to the Property increases as
        a result of payment by the insurer of any claim arising from the any act
        or neglect of Tenant,  or its contractors or invitees,  Tenant shall pay
        such increase,  from time to time, within fifteen (15) days after demand
        therefor by Landlord, as an additional charge.

        (b) If repairs are  required to be made by Tenant  pursuant to the terms
        hereof, Landlord may demand that Tenant make the same forthwith,  and if
        Tenant  refuses or neglects to commence  such  repairs and  complete the
        same with reasonable dispatch,  after such demand (except in the case of
        an   emergency,   in


                                      -11-
<PAGE>

        which event  Landlord may make such repairs  immediately),  Landlord may
        (but shall not be  required  to do so) make or cause such  repairs to be
        made (the  provisions  of Section  14.18 being  applicable  to the costs
        thereof),  and shall not be responsible to Tenant for any loss or damage
        whatsoever  that may  accrue to  Tenant's  stock or  business  by reason
        thereof.

7.3     FLOOR LOAD - HEAVY MACHINERY. (a) Tenant shall not place a load upon any
        floor in the Premises  exceeding  the floor load per square foot of area
        which  such  floor was  designed  to carry and 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.  Business  machines  and
        mechanical  equipment  shall be  placed  and  maintained  by  Tenant  at
        Tenant's  expense in settings  sufficient,  in Landlord's  judgment,  to
        absorb and prevent vibration, noise and annoyance. Tenant shall not move
        any safe, heavy machinery,  heavy  equipment,  freight,  bulky matter or
        fixtures into or out of the Building  without  Landlord's prior consent,
        which consent may include a  requirement  to provide  insurance,  naming
        Landlord as an insured, in such amounts as Landlord may deem reasonable.

        (b) If any such safe,  machinery,  equipment,  freight,  bulky matter or
        fixtures requires special handling, Tenant agrees to employ only persons
        holding a Master Rigger's  License to do such work, and that all work in
        connection  therewith shall comply with applicable laws and regulations.
        Any such  moving  shall be at the sole risk and  hazard of  Tenant,  and
        Tenant will exonerate,  indemnify and save Landlord harmless against and
        from any liability,  loss,  injury,  claim or suit resulting directly or
        indirectly from such moving.

7.4     BUILDING  SERVICES.  (a) Landlord shall, on Business Days from 8:00 a.m.
        to 6:00 p.m.  and on  Saturdays  from 8:00 a.m.  to 1:00  p.m.,  furnish
        heating  and cooling as normal  seasonal  changes may require to provide
        reasonably  comfortable  space temperature and ventilation for occupants
        of the Premises under normal  business  operation at an occupancy of not
        more than one person per 150 square feet of Premises  Rentable  Area and
        an  electrical  load not exceeding 3.0 watts per square foot of Premises
        Rentable  Area.  If Tenant shall  require air  conditioning,  heating or
        ventilation  outside the hours and days above  specified,  Landlord  may
        furnish such  service and Tenant shall pay therefor  such charges as may
        from time to time be in  effect.  The charge  for such  after-hours  air
        conditioning,  heating or ventilation presently in effect is Thirty-Five
        ($35.00)  Dollars  per hour.  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.

        (b) Landlord shall also provide:

                (i)  Passenger  elevator  service  from the  existing  passenger
                elevator system in common with Landlord and other tenants in the
                Building.

                (ii)  Warm  water  for  lavatory  purposes  and cold  water  (at
                temperatures  supplied  by the city in  which  the  Property  is
                located) for drinking,  lavatory and toilet purposes.  If Tenant
                uses water for any purpose other than for ordinary  lavatory and
                drinking  purposes,  Landlord may assess a reasonable charge for
                the  additional  water so used,  or  install  a water  meter and
                thereby measure Tenant's water consumption for all purposes.  In
                the latter event, Tenant shall pay the cost of the meter and the
                cost of  installation  thereof  and shall  keep  such  meter and
                installation  equipment in good working order and repair.


                                      -12-
<PAGE>

                Tenant agrees to pay for water consumed, as shown on such meter,
                together with the sewer charge based on such meter  charges,  as
                and when  bills are  rendered,  and in  default  in making  such
                payment  Landlord may pay such charges and collect the same from
                Tenant as an additional charge.

                (iii) Cleaning and janitorial services to the Premises, provided
                the  same  are  kept  in  order  by  Tenant,   substantially  in
                accordance  with the  cleaning  standards  from  time to time in
                effect for the Building.

                (iv) Free access to the Premises on Business Days from 8:00 a.m.
                to  6:00  p.m.,  and at all  other  times  subject  to  security
                precautions  from time to time in effect,  and subject always to
                restrictions based on emergency conditions.

        (c) Landlord or Agent may from time to time,  but shall not be obligated
        to,  provide one or more  uniformed  attendants in or about the lobby of
        the Building.  Unless Landlord  expressly  agrees  otherwise in writing,
        such attendant(s)  shall serve functions such as assisting  visitors and
        invitees of tenants and others in the Building,  monitoring fire control
        and alarm equipment, and summoning emergency services to the Building as
        and when needed. Tenant expressly acknowledges and agrees that: (i) such
        attendants shall not serve as police officers,  and will be unarmed, and
        will  not  be  trained  in  situations  involving  potentially  physical
        confrontation;  and (ii) if provided,  such  attendants will be provided
        solely as an amenity to tenants of the  Building  for the sole  purposes
        set forth  above,  and not for the  purpose of securing  any  individual
        tenant premises or guaranteeing the physical safety of Tenant's Premises
        or of Tenant's employees, agents, contractors or invitees. If and to the
        extent that Tenant  desires to provide  security for the Premises or for
        such  persons or their  property,  Tenant  shall be  responsible  for so
        doing,  after having first  consulted with Landlord and after  obtaining
        Landlord's consent, which shall not be unreasonably  withheld.  Landlord
        expressly disclaims any and all responsibility  and/or liability for the
        physical  safety  of  Tenant's  property,   and  for  that  of  Tenant's
        employees,  agents,  contractors and invitees,  and,  without in any way
        limiting the operation of Article 10 hereof,  Tenant, for itself and its
        agents, contractors, invitees and employees, hereby expressly waives any
        claim,  action, cause of action or other right which may accrue or arise
        as a result of any damage or injury to the person or  property of Tenant
        or any such agent, invitee,  contractor or employee. Tenant agrees that,
        as between Landlord and Tenant, it is Tenant's  responsibility to advise
        its  employees,  agents,  contractors  and invitees as to necessary  and
        appropriate safety precautions.

7.5     ELECTRICITY.  (a) Landlord shall supply Tenant  Electric to the Premises
        to meet a demand  requirement not to exceed 3.0 watts per square foot of
        Premises  Rentable Area for standard  single-phase  120 volt alternating
        current and Tenant  agrees in its use of the  Premises (i) not to exceed
        such  requirements and (ii) that its total connected  lighting load will
        not exceed the  maximum  from time to time  permitted  under  applicable
        governmental  regulations.  If, without in any way  derogating  from the
        foregoing limitation,  Tenant shall require Tenant Electric in excess of
        the  requirements  set forth above,  Tenant  shall  notify  Landlord and
        Landlord may (without being  obligated to do so) supply such  additional
        service or equipment at Tenant's sole cost and expense.  Landlord  shall
        purchase and install,  at Tenant's  expense,  all lamps,  tubes,  bulbs,
        starters  and   ballasts.   In  order  to  assure  that  the   foregoing
        requirements  are not exceeded and to avert  possible  adverse affect on
        the Building's  electric system,  Tenant shall not,  without  Landlord's
        prior  consent,  connect any  fixtures,  appliances  or equipment to the
        Building's  electric  distribution system other than personal computers,
        facsimile transceivers, typewriters, pencil sharpeners, adding machines,
        photocopiers,  word and data processors,  clocks,  radios,  hand-held or
        desk top calculators,  dictaphones,  desktop computers and other similar
        small  electrical  equipment  normally found in business offices and not
        drawing more than 15 amps at 120/208 volts.

                                      -13-
<PAGE>

        (b) From time to time during the Term of this Lease, Landlord shall have
        the right to have an electrical  consultant  selected by Landlord make a
        survey of Tenant's  electric usage,  the result of which survey shall be
        conclusive and binding upon Landlord and Tenant.  In the event that such
        survey  shows that Tenant has exceeded the limits set forth in paragraph
        (a), in addition to any other rights Landlord may have hereunder, Tenant
        shall, upon demand,  reimburse  Landlord for the cost of such survey and
        the cost, as  determined by such  consultant,  of  electricity  usage in
        excess of such limits as an additional charge.

        (c)  Landlord  shall  have the right to  discontinue  furnishing  Tenant
        Electric  to the  Premises  at any time upon not less than  thirty  (30)
        days' notice to Tenant provided  Landlord  shall,  at Tenant's  expense,
        separately meter the Premises  directly to the applicable public utility
        company.  If Landlord exercises such right, from and after the effective
        date of such discontinuance,  Landlord shall not be obligated to furnish
        electricity to the Premises, and

                (i)  Tenant  shall  no  longer  be  required  to pay the  Tenant
                Electricity  Payment or costs of Tenant Electric to Landlord (it
                being  understood  that Tenant shall be solely  responsible  for
                paying  the  cost  of  furnishing  electricity  to the  Premises
                directly to the applicable utility company); and

                (ii) Landlord shall permit  Landlord's  existing wires,  risers,
                conduits and other  electrical  equipment of Landlord to be used
                to supply  electricity  to Tenant  provided  that the limits set
                forth in paragraph  (a) shall not be exceeded,  and Tenant shall
                be responsible for payment of all electricity  charges  directly
                to such utility.

        (d) If the public utility rate for the supply of electric  energy to the
        Building  shall be  increased  from the rate that is in effect as of the
        Commencement  Date,  then  the  Tenant  Electricity   Payment  shall  be
        increased in the same  proportion  as the  increase to  Landlord.  It is
        understood  that,  as used in this  subparagraph,  the term "rate" shall
        include any  surcharges  which Landlord is required to pay in connection
        with  obtaining  electrical  energy  for  the  Building  and  any  other
        additional charges now or hereafter in effect.

        (e) Tenant shall not at any time contract to purchase  electricity  from
        any  provider  (an "ASP")  other  than the  service  provider  from whom
        Landlord  from time to time shall  purchase  electricity  for the common
        areas of the Building,  or give any such ASP permission to install lines
        or other equipment,  without in each case obtaining the Landlord's prior
        written  consent.  Such  consent  shall  not be  unreasonably  withheld,
        provided that it shall not be  unreasonable  in any case for Landlord to
        require: (i) that Landlord shall not be required to incur any expense in
        connection  with any aspect of the  service to be  provided  by Tenant's
        ASP,  including without  limitation,  the cost of installation,  service
        and/or removal of equipment, fixtures or materials associated therewith;
        (ii) that prior to the  commencement  of any work in the Building by the
        ASP, Landlord shall have been furnished with information  (acceptable to
        Landlord in its sole  discretion) as to the ASP's  financial  condition,
        business  reputation and insurance  coverage;  (iii) that Landlord shall
        have  determined  that there is sufficient  space in the Premises and in
        any  common  electrical   closets  (for  which  Landlord  may  charge  a
        reasonable fee) or other facilities for the ASP to install, maintain and
        repair its equipment, and that the installation,  maintenance and repair
        of such equipment shall not have any detrimental effect on the Building,
        the  Property or on the  property or  facilities  of any other tenant or
        occupant of any part thereof; (iv) that Tenant and/or the ASP shall have
        obtained  all  necessary  permits,  licenses  and  approvals;  (v)  that
        Landlord shall have the right to have access to any equipment  placed in
        the  Building  for  purposes  of  inspection  and  ensuring   compliance
        herewith; and (vi) that Tenant's agreement with the ASP shall not result
        in any adverse  financial impact on Landlord or the other tenants in the
        Building.  Tenant shall be


                                      -14-
<PAGE>

        solely  responsible  for any and all  costs  and  expenses  incurred  in
        connection with the installation,  use, maintenance,  repair and removal
        of such equipment and shall indemnify, defend and hold Landlord harmless
        from and against any loss, cost,  damage or expense suffered by Landlord
        as a result of Tenant's  arrangements with its ASP (except to the extent
        arising from Landlord's  grossly negligent acts or omissions).  Landlord
        shall  have no  liability  for the  service to be  provided  by any ASP,
        including without  limitation any loss or interruption of service or any
        damages to Tenant or its business arising therefrom.


                                    ARTICLE 8

                                REAL ESTATE TAXES


8.1     PAYMENTS ON ACCOUNT OF REAL ESTATE  TAXES.  (a) For the purposes of this
        Article,  the term "Tax Year" shall mean each calendar year in which any
        part of the Term of this Lease shall fall;  and the term  "Taxes"  shall
        mean the actual real estate taxes  assessed with respect to the Property
        for any Tax Year.

        (b) In the event that for any  reason,  Taxes  during any Tax Year shall
        exceed  Base  Taxes,  Tenant  shall pay to  Landlord,  as an  Escalation
        Charge,  an amount  equal to (i) the excess of Taxes over Base Taxes for
        such Tax Year,  multiplied by (ii) the Escalation Factor, such amount to
        be apportioned  for any portion of a Tax Year in which the  Commencement
        Date falls or the Term of this Lease ends.

        (c)  Estimated  payments  by Tenant on account of Taxes shall be made on
        the first day of each and every  calendar  month during the Term of this
        Lease, in the fashion herein provided for the payment of Basic Rent. The
        monthly  amount so to be paid to Landlord shall be sufficient to provide
        Landlord by the time real estate tax  payments  are due with a sum equal
        to Tenant's  required  payments,  as estimated by Landlord  from time to
        time, on account of Taxes for the then current Tax Year.  Promptly after
        receipt by  Landlord  of bills for such  Taxes,  Landlord  shall  advise
        Tenant of the amount thereof and the computation of Tenant's  payment on
        account thereof.  If estimated  payments  theretofore made by Tenant for
        the Tax Year  covered by such  bills  exceed the  required  payments  on
        account  thereof for such Tax Year,  Landlord shall credit the amount of
        overpayment against subsequent obligations of Tenant on account of Taxes
        (or  refund  such  overpayment  if the Term of this  Lease has ended and
        Tenant has no  further  obligation  to  Landlord);  but if the  required
        payments on account thereof for such Tax Year are greater than estimated
        payments  theretofore made on account thereof for such Tax Year,  Tenant
        shall make payment to Landlord  within 30 days after being so advised by
        Landlord.

8.2     ABATEMENT.  If Landlord shall receive any tax refund or reimbursement of
        Taxes or sum in lieu thereof  with respect to any Tax Year,  then out of
        any  balance  remaining  thereof  after  deducting  Landlord's  expenses
        reasonably  incurred in  obtaining  such refund,  Landlord  shall pay to
        Tenant,  provided  there does not then  exist a Default  of  Tenant,  an
        amount  equal to such  refund or  reimbursement  or sum in lieu  thereof
        multiplied by the Escalation Factor;  provided,  that in no event, shall
        Tenant be entitled to receive more than the  payments  made by Tenant on
        account of Taxes for such Tax Year  pursuant to paragraph (b) of Section
        8.1 or to receive any  payments or  abatement of Basic Rent if Taxes for
        any Tax Year are less than Base Taxes or Base Taxes are abated.

8.3     ALTERNATE  TAXES.  (a) If some method or type of taxation  shall replace
        the current  method of assessment of real estate taxes in whole or part,
        or the type thereof,  or if  additional  types of taxes are imposed upon
        the Property or Landlord, Tenant agrees that such taxes or other charges
        shall be deemed

                                      -15-
<PAGE>

        to be, and shall be, Taxes  hereunder  and Tenant shall pay an equitable
        share  of  the  same  as an  additional  charge  computed  in a  fashion
        consistent with the method of computation  herein  provided,  to the end
        that Tenant's share thereof shall be, to the maximum extent practicable,
        comparable   to  that  which  Tenant  would  bear  under  the  foregoing
        provisions.

        (b) If a tax (other  than a Federal or State net income tax) is assessed
        on account of the rents or other  charges  payable by Tenant to Landlord
        under this Lease,  Tenant agrees to pay the same as an additional charge
        within ten (10) days  after  billing  therefor,  unless  applicable  law
        prohibits the payment of such tax by Tenant.


                                    ARTICLE 9

                         OPERATING AND UTILITY EXPENSES


9.1     DEFINITIONS. For the purposes of this Article, the following terms shall
        have the following respective meanings:

        Operating Year: Each calendar year in which any part of the Term of this
        Lease shall fall.

        Operating  Expenses:  aggregate costs or expenses reasonably incurred by
        Landlord  with  respect  to  the  operation,  administration,  cleaning,
        repair,  maintenance  and management of the Property all as set forth in
        Exhibit C annexed  hereto,  provided  that, if during any portion of the
        Operating Year for which  Operating  Expenses are being  computed,  less
        than  all of  Building  Rentable  Area was  occupied  by  tenants  or if
        Landlord was not supplying all tenants with the services  being supplied
        hereunder,  actual  Operating  Expenses  incurred  shall  be  reasonably
        extrapolated  by  Landlord  on an item by item  basis  to the  estimated
        Operating  Expenses  that would have been  incurred if the Building were
        fully  occupied for such Year and such services  were being  supplied to
        all  tenants,  and such  extrapolated  amount  shall,  for the  purposes
        hereof,  be deemed to be the Operating  Expenses for such Year.  Without
        limitation of the foregoing,  Tenant acknowledges that the Building is a
        portion of the Park, and that under certain circumstances, Landlord will
        have services  performed or materials  supplied to one or more buildings
        or common areas in the Park.  Landlord  shall  allocate the cost of such
        services  and  materials  among one,  two or all three  buildings in the
        Park,  as  Landlord  shall  deem  reasonably   appropriate   (Landlord's
        allocation  being  conclusive  and binding)  and, to the extent that any
        such cost would be included in  Operating  Expenses if supplied  only to
        the Building, the Building's reasonable share of any such costs provided
        to the Park shall likewise be included in Operating Expenses.

9.2     TENANT'S  PAYMENTS.  (a)  In the  event  that  for  any  Operating  Year
        Operating  Expenses shall exceed Base Operating  Expenses,  Tenant shall
        pay to Landlord,  as an Escalation  Charge,  an amount equal to (i) such
        excess Operating Expenses multiplied by (ii) the Escalation Factor, such
        amount to be  apportioned  for any portion of an Operating Year in which
        the  Commencement  Date  falls  or the  Term of this  Lease  ends.  Base
        Operating  Expenses shall not include  market-wide cost increases due to
        weather and/or  extraordinary  circumstances,  including but not limited
        to, Force Majeure, boycotts, strikes, conservation surcharges, embargoes
        or shortages.

        (b) Estimated  payments by Tenant on account of Operating Expenses shall
        be made on the first day of each and every  calendar  month  during  the
        Term of this Lease,  in the fashion  herein  provided for the payment of
        Basic  Rent.  The  monthly  amount  so to be paid to  Landlord  shall be
        sufficient to provide  Landlord by the end of each  Operating Year a sum
        equal to Tenant's required payments,  as estimated

                                      -16-
<PAGE>

        by Landlord from time to time during each Operating  Year, on account of
        Operating  Expenses  for  such  Operating  Year.  After  the end of each
        Operating  Year,  Landlord shall submit to Tenant a reasonably  detailed
        accounting of Operating  Expenses for such Operating  Year, and Landlord
        shall certify to the accuracy thereof. If estimated payments theretofore
        made for such Operating Year by Tenant exceed Tenant's  required payment
        on account thereof for such Operating Year, according to such statement,
        Landlord  shall  credit the  amount of  overpayment  against  subsequent
        obligations of Tenant with respect to Operating Expenses (or refund such
        overpayment  if the Term of this  Lease  has  ended  and  Tenant  has no
        further  obligation  to  Landlord);  but,  if the  required  payments on
        account  thereof for such  Operating Year are greater than the estimated
        payments (if any) theretofore made on account thereof for such Operating
        Year,  Tenant shall make payment to Landlord  within 30 days after being
        so advised by Landlord. Landlord shall have the same rights and remedies
        for the nonpayment by Tenant of any payments due on account of Operating
        Expenses  as  Landlord  has  hereunder  for the failure of Tenant to pay
        Basic Rent.


                                   ARTICLE 10

                    INDEMNITY AND PUBLIC LIABILITY INSURANCE


10.1    TENANT'S INDEMNITY. Except to the extent that such claims arise from the
        negligent  acts or  omissions  of Landlord  or its agents or  employees,
        Tenant agrees to indemnify  and save harmless  Landlord from and against
        all claims,  loss,  cost,  damage or expense of whatever nature arising:
        (i) from any accident,  injury or damage whatsoever to any person, or to
        the  property of any person,  occurring in or about the  Premises;  (ii)
        from any accident,  injury or damage  occurring  outside of the Premises
        but on the Property where such accident,  damage or injury results or is
        claimed to have  resulted  from an act or omission on the part of Tenant
        or Tenant's agents or employees or independent contractors;  or (iii) in
        connection  with the  conduct or  management  of the  Premises or of any
        business therein, or any thing or work whatsoever done, or any condition
        created  (other than by Landlord) in or about the Premises;  and, in any
        case,  occurring  after the date of this Lease until the end of the Term
        of this Lease and  thereafter  so long as Tenant is in  occupancy of any
        part of the Premises.  This indemnity and hold harmless  agreement shall
        include  indemnity  against all losses,  costs,  damages,  expenses  and
        liabilities  incurred  in  or in  connection  with  any  such  claim  or
        proceeding brought thereon, and the defense thereof, including,  without
        limitation,  reasonable  attorneys' fees and costs at both the trial and
        appellate levels.

10.2    PUBLIC LIABILITY INSURANCE. Tenant agrees to maintain in full force from
        the date upon which  Tenant  first  enters the  Premises for any reason,
        throughout  the Term of this Lease,  and thereafter so long as Tenant is
        in occupancy of any part of the Premises, a policy of commercial general
        liability  and  property   damage   insurance   (including   broad  form
        contractual  liability,  independent  contractor's  hazard and completed
        operations  coverage)  under  which  Tenant is named as an  insured  and
        Landlord, Agent (and such other persons as are in privity of estate with
        Landlord  as may be set out in a notice  from time to time) are named as
        additional insureds, and under which the insurer agrees to indemnify and
        hold  Landlord,  Agent and those in  privity  of estate  with  Landlord,
        harmless from and against all cost, expense and/or liability arising out
        of or based upon any and all claims, accidents, injuries and damages set
        forth in Section  10.1.  Each such policy  shall be  non-cancelable  and
        non-amendable  with  respect  to  Landlord,  Agent and  Landlord's  said
        designees without thirty (30) days' prior notice, shall be written on an
        "occurrence"  basis, and shall be in at least the amounts of the Initial
        Public  Liability  Insurance  specified  in Section 1.3 or such  greater
        amounts as  Landlord  shall from time to time  request,  and a duplicate
        original thereof shall be delivered to Landlord.

                                      -17-
<PAGE>

10.3    TENANT'S  RISK.  Tenant agrees to use and occupy the Premises and to use
        such other  portions of the Property as Tenant is herein given the right
        to use at Tenant's own risk.  Neither  Landlord nor Landlord's  insurers
        shall have any  responsibility or liability for any loss of or damage to
        Tenant's  Removable  Property.  Tenant shall carry  "all-risk"  property
        insurance on a "replacement  cost" basis,  insuring  Tenant's  Removable
        Property and any  alterations,  additions or  improvements  installed by
        Tenant  pursuant  to Section  5.2,  to the extent that the same have not
        become the property of Landlord,  and other so-called  improvements  and
        betterments.  The  provisions  of this Section 10.3 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 Tenant may use or be in
        occupancy of any part of the Premises or of the Building.

10.4    INJURY  CAUSED BY THIRD  PARTIES.  Except to the extent that such claims
        arise from the negligent  acts or omissions of Landlord or its agents or
        employees,  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  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.


                                   ARTICLE 11

                          LANDLORD'S ACCESS TO PREMISES


11.1    LANDLORD'S RIGHTS.  Landlord and Agent shall have the right to enter the
        Premises at all reasonable hours for the purpose of inspecting or making
        repairs to the same, and Landlord and Agent shall also have the right to
        make access available at all reasonable hours to prospective or existing
        mortgagees, purchasers or tenants of any part of the Property.


                                   ARTICLE 12

                            FIRE, EMINENT DOMAIN, ETC


12.1    ABATEMENT OF RENT. If the Premises shall be damaged by fire or casualty,
        Basic  Rent  and  Escalation  Charges  payable  by  Tenant  shall  abate
        proportionately for the period in which, by reason of such damage, there
        is substantial  interference  with Tenant's use of the Premises,  having
        regard for the extent to which  Tenant may be  required  to  discontinue
        Tenant's use of all or a portion of the Premises,  but such abatement or
        reduction  shall  end if and  when  Landlord  shall  have  substantially
        restored  the  Premises   (excluding  any   alterations,   additions  or
        improvements made by Tenant pursuant to Section 5.2) to the condition in
        which they were prior to such damage.  If the Premises shall be affected
        by any  exercise  of  the  power  of  eminent  domain,  Basic  Rent  and
        Escalation  Charges  payable  by Tenant  shall be justly  and  equitably
        abated and reduced according to the nature and extent of the loss of use
        thereof  suffered  by  Tenant.  In no  event  shall  Landlord  have  any
        liability  for  damages  to  Tenant  for  inconvenience,  annoyance,  or
        interruption  of business  arising  from such fire,  casualty or eminent
        domain.

12.2    LANDLORD'S  RIGHT OF  TERMINATION.  If the  Premises or the Building are
        substantially  damaged  by fire or  casualty  (the  term  "substantially
        damaged"  meaning  damage of such a character  that


                                      -18-
<PAGE>

        the same  cannot,  in  ordinary  course,  reasonably  be  expected to be
        repaired  within  sixty (60) days from the time that  repair  work would
        commence),  or if any part of the  Building is taken by any  exercise of
        the right of  eminent  domain,  then  Landlord  shall  have the right to
        terminate this Lease (even if Landlord's entire interest in the Premises
        may have been divested) by giving notice of Landlord's election so to do
        within 90 days after the  occurrence  of such  casualty or the effective
        date of such taking,  whereupon this Lease shall terminate 30 days after
        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.

12.3    RESTORATION.  If this Lease shall not be terminated  pursuant to Section
        12.2,  Landlord  shall  thereafter  use due  diligence  to  restore  the
        Premises  (excluding any alterations,  additions or improvements made by
        Tenant pursuant to Section 5.2) to proper condition for Tenant's use and
        occupation,  provided that Landlord's obligation shall be limited to the
        amount of insurance  proceeds  available  therefor.  If, for any reason,
        such restoration shall not be substantially  completed within six months
        after the  expiration of the 90-day  period  referred to in Section 12.2
        (which  six-month  period may be  extended  for such  periods of time as
        Landlord  is  prevented  from   proceeding   with  or  completing   such
        restoration for any cause beyond Landlord's  reasonable control,  but in
        no event for more than an additional  three  months),  Tenant shall have
        the right to terminate  this Lease by giving notice to Landlord  thereof
        within  thirty  (30) days  after the  expiration  of such  period (as so
        extended)  provided that such  restoration is not completed  within such
        period.  This  Lease  shall  cease  and come to an end  without  further
        liability  or  obligation  on the part of either  party thirty (30) days
        after such giving of notice by Tenant unless, within such 30-day period,
        Landlord  substantially  completes  such  restoration.   Such  right  of
        termination  shall be Tenant's  sole and  exclusive  remedy at law or in
        equity for Landlord's failure so to complete such restoration,  and time
        shall be of the essence with respect thereto.

12.4    AWARD.  Landlord shall have and hereby reserves and excepts,  and Tenant
        hereby grants and assigns to Landlord, all rights to recover for damages
        to the  Property  and the  leasehold  interest  hereby  created,  and to
        compensation  accrued or  hereafter  to accrue by reason of such taking,
        damage or  destruction,  and by way of confirming the foregoing,  Tenant
        hereby  grants and assigns,  and  covenants  with  Landlord to grant and
        assign to  Landlord,  all rights to such  damages or  compensation,  and
        covenants to deliver such further  assignments and assurances thereof as
        Landlord may from time to time request,  and Tenant  hereby  irrevocably
        appoints  Landlord  its  attorney-in-fact  to  execute  and  deliver  in
        Tenant's name all such  assignments  and assurances.  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
        Removable  Property  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 by Landlord from
        the taking authority.

                                   ARTICLE 13


13.1    TENANT'S  DEFAULT.  (a) 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 Tenant") shall happen:

                (i) Tenant shall fail to pay the Basic Rent,  Escalation Charges
                or additional  charges hereunder when due and such failure shall
                continue for three (3) Business Days after notice to Tenant from
                Landlord; or

                (ii)  Tenant  shall  neglect or fail to  perform or observe  any
                other covenant herein contained on Tenant's part to be performed
                or  observed  and Tenant  shall  fail to remedy the same  within
                thirty (30) days after notice to Tenant  specifying

                                      -19-
<PAGE>

                such neglect or failure,  or if such failure is of such a nature
                that Tenant cannot reasonably remedy the same within such thirty
                (30) day  period,  Tenant  shall fail to  commence  promptly  to
                remedy the same and to prosecute such remedy to completion  with
                diligence and continuity; or

                (iii) Tenant's leasehold interest in the Premises shall be taken
                on execution or by other process of law directed against Tenant;
                or

                (iv)  Tenant  shall  make  an  assignment  for  the  benefit  of
                creditors or shall be adjudicated  insolvent,  or shall file any
                petition  or answer  seeking  any  reorganization,  arrangement,
                composition,  readjustment,  liquidation, dissolution or similar
                relief for itself under any present or future Federal,  State or
                other  statute,  law or  regulation  for the  relief of  debtors
                (other than the  Bankruptcy  Code, as hereinafter  defined),  or
                shall seek or consent to or acquiesce in the  appointment of any
                trustee,  receiver  or  liquidator  of  Tenant  or of all or any
                substantial  part of its  properties,  or shall admit in writing
                its inability to pay its debts generally as they become due; or

                (v) An Event of Bankruptcy (as hereinafter  defined) shall occur
                with respect to Tenant; or

                (vi) A  petition  shall be filed  against  Tenant  under any law
                (other than the  Bankruptcy  Code)  seeking any  reorganization,
                arrangement,     composition,     readjustment,     liquidation,
                dissolution,  or  similar  relief  under any  present  or future
                Federal,  State or other  statute,  law or regulation  and shall
                remain  undismissed  or unstayed  for an aggregate of sixty (60)
                days   (whether  or  not   consecutive),   or  if  any  trustee,
                conservator,  receiver or  liquidator of Tenant or of all or any
                substantial  part of its properties  shall be appointed  without
                the consent or acquiescence of Tenant and such appointment shall
                remain unvacated or unstayed for an aggregate of sixty (60) days
                (whether or not consecutive); or

                (vii)  If:  (x)  Tenant  shall  fail  to  pay  the  Basic  Rent,
                Escalation   Charges,   additional   charges  or  other  charges
                hereunder when due or shall fail to perform or observe any other
                covenant  herein  contained on Tenant's  part to be performed or
                observed and Tenant  shall fail to cure any such failure  within
                the  applicable  grace  period set forth in clauses  (i) or (ii)
                above;  or (y) a  Default  of  Tenant  of the kind set  forth in
                clauses (i) or (ii) above shall occur and Landlord shall, in its
                sole  discretion,  permit  Tenant to cure such Default after the
                applicable  grace period has expired;  AND a similar  failure or
                Default  shall  occur more than  twice  within the next 365 days
                (whether  or not  such  similar  failure  is  cured  within  the
                applicable grace period);

        then in any such case  Landlord  may  terminate  this Lease by notice to
        Tenant,  specifying  a date not less than five (5) days after the giving
        of such notice on which this Lease shall  terminate and this Lease shall
        come to an end on the date specified  therein as fully and completely as
        if such date were the date herein originally fixed for the expiration of
        the Term of this  Lease,  and Tenant  will then quit and  surrender  the
        Premises to  Landlord,  but Tenant shall  remain  liable as  hereinafter
        provided.

                                      -20-
<PAGE>

        (b) For purposes of clause (a)(v) above, an "Event of Bankruptcy"  means
        the filing of a voluntary  petition by Tenant,  or the entry of an order
        for relief against Tenant,  under Chapter 7, 11, or 13 of the Bankruptcy
        Code, and the term "Bankruptcy  Code" means 11 U.S.C ss.101, ET SEQ.. If
        an Event of Bankruptcy occurs,  then the trustee of Tenant's  bankruptcy
        estate or Tenant as debtor-in-possession  may (subject to final approval
        of the court) assume this Lease, and may subsequently assign it, only if
        it does the following within 60 days after the date of the filing of the
        voluntary  petition,  the  entry  of  the  order  for  relief  (or  such
        additional  time as a court of  competent  jurisdiction  may grant,  for
        cause, upon a motion made within the original 60-day period):

        (i)     file a motion to assume the Lease with the appropriate court;

        (ii)    satisfy all of the  following  conditions,  which  Landlord  and
                Tenant acknowledge to be commercially reasonable:

                (A)     cure all  Defaults of Tenant under this Lease or provide
                        Landlord with Adequate Assurance (as defined below) that
                        it  will  (x)  cure  all  monetary  Defaults  of  Tenant
                        hereunder   within   10  days   from  the  date  of  the
                        assumption;  and (y) cure all  nonmonetary  Defaults  of
                        Tenant  hereunder  within  30 days  from the date of the
                        assumption;

                (B)     compensate  Landlord and any other person or entity,  or
                        provide Landlord with Adequate  Assurance that within 10
                        days  after  the  date  of  the   assumption,   it  will
                        compensate Landlord and such other person or entity, for
                        any  pecuniary  loss that Landlord and such other person
                        or entity incurred as a result of any Default of Tenant,
                        the trustee, or the debtor-in-possession;

                (C)     provide  Landlord  with  Adequate  Assurance  of  Future
                        Performance  (as  defined  below)  of  all  of  Tenant's
                        obligations under this Lease; and

                (D)     deliver  to  Landlord  a  written   statement  that  the
                        conditions herein have been satisfied.

        (c) For purposes only of the foregoing paragraph (b), and in addition to
        any other  requirements  under the  Bankruptcy  Code, any future federal
        bankruptcy law and applicable case law,  "Adequate  Assurance"  means at
        least  meeting  the  following  conditions,  which  Landlord  and Tenant
        acknowledge to be commercially reasonable:

        (i)     entering an order  segregating  sufficient  cash to pay Landlord
                and any other person or entity under paragraph (b) above, and

        (ii)    granting to Landlord a valid  first lien and  security  interest
                (in form acceptable to Landlord) in all property  comprising the
                Tenant's  "property  of the  estate," as that term is defined in
                Section  541 of the  Bankruptcy  Code,  which lien and  security
                interest   secures  the   trustee's  or   debtor-in-possession's
                obligation to cure the monetary and  nonmonetary  defaults under
                the Lease within the periods set forth in paragraph (b) above;

        (d) For  purposes  only of  paragraph  (b), and in addition to any other
        requirements  under the Bankruptcy  Code, any future federal  bankruptcy
        law and applicable case law, "Adequate Assurance of Future

                                      -21-
<PAGE>

        Performance"  means at least  meeting the  following  conditions,  which
        Landlord and Tenant acknowledge to be commercially reasonable:

        (i)     the trustee or debtor-in-possession depositing with Landlord, as
                security  for the  timely  payment  of rent and  other  monetary
                obligations, an amount equal to the sum of two (2) months' Basic
                Rent plus an amount  equal to two (2)  months'  installments  on
                account of Operating Expenses and Taxes,  computed in accordance
                with Articles 8 and 9;

        (ii)    the  trustee  or  the  debtor-in-possession  agreeing  to pay in
                advance, on each day that the Basic Rent is payable, the monthly
                installments  on  account  of  Operating   Expenses  and  Taxes,
                computed in accordance with Articles 8 and 9 hereof;

        (iii)   the trustee or debtor-in-possession providing adequate assurance
                of the source of the rent and other consideration due under this
                Lease;

        (iv)    Tenant's     bankruptcy    estate    and    the    trustee    or
                debtor-in-possession   providing  Adequate  Assurance  that  the
                bankruptcy estate (and any successor after the conclusion of the
                Tenant's   bankruptcy   proceedings)   will   continue  to  have
                sufficient  unencumbered assets after the payment of all secured
                obligations and administrative  expenses to assure Landlord that
                the bankruptcy estate (and any successor after the conclusion of
                the Tenant's bankruptcy  proceedings) will have sufficient funds
                to fulfill Tenant's obligations hereunder; and

        (e) If the trustee or the  debtor-in-possession  assumes the Lease under
        paragraph  (b) above and  applicable  bankruptcy  law, it may assign its
        interest  in this Lease only if the  proposed  assignee  first  provides
        Landlord  with  Adequate  Assurance  of  Future  Performance  of  all of
        Tenant's obligations under the Lease, and if Landlord determines, in the
        exercise of its  reasonable  business  judgment,  that the assignment of
        this Lease will not breach any other lease,  or any mortgage,  financing
        agreement, or other agreement relating to the Property by which Landlord
        or the  Property  is then bound (and  Landlord  shall not be required to
        obtain  consents  or waivers  from any third  party  required  under any
        lease, mortgage,  financing agreement,  or other such agreement by which
        Landlord is then bound).

        (f) For  purposes  only of paragraph  (e) above,  and in addition to any
        other  requirements  under  the  Bankruptcy  Code,  any  future  federal
        bankruptcy law and applicable  case law,  "Adequate  Assurance of Future
        Performance"   means  at  least  the   satisfaction   of  the  following
        conditions,  which Landlord and Tenant  acknowledge  to be  commercially
        reasonable:

        (i)     the proposed assignee submitting a current financial  statement,
                audited by a  certified  public  accountant,  that  allows a net
                worth  and  working   capital  in  amounts   determined  in  the
                reasonable  business  judgment of Landlord to be  sufficient  to
                assure  the  future  performance  by the  assignee  of  Tenant's
                obligation under this Lease; and

        (ii)    if  requested  by  Landlord in the  exercise  of its  reasonable
                business  judgment,  the proposed assignee obtaining a guarantee
                (in form and  substance  satisfactory  to Landlord)  from one or
                more    persons   who   satisfy    Landlord's    standards    of
                creditworthiness;

        (g) If this  Lease  shall  have  been  terminated  as  provided  in this
        Article,  or if any  execution  or  attachment  shall be issued  against
        Tenant or any of Tenant's property whereupon the Premises shall be taken
        or occupied by someone other than Tenant, then Landlord may re-enter the
        Premises,  either by


                                      -22-
<PAGE>

        summary proceedings,  ejectment or otherwise,  and remove and dispossess
        Tenant and all other  persons and any and all property from the same, as
        if this Lease had not been made.

        (h) In the event of any  termination,  Tenant  shall pay the Basic Rent,
        Escalation  Charges and other sums  payable  hereunder up to the time of
        such  termination,  and thereafter  Tenant,  until the end of what would
        have been the Term of this Lease in the absence of such termination, and
        whether or not the  Premises  shall have been relet,  shall be liable to
        Landlord for, and shall pay to Landlord,  as liquidated current damages:
        (x) the Basic  Rent,  Escalation  Charges  and other  sums that would be
        payable  hereunder if such  termination  had not occurred,  less the net
        proceeds, if any, of any reletting of the Premises,  after deducting all
        expenses  in  connection   with  such  reletting,   including,   without
        limitation,   all  repossession  costs,  brokerage  commissions,   legal
        expenses,   attorneys'   fees,   advertising,   expenses  of  employees,
        alteration costs and expenses of preparation for such reletting; and (y)
        if, in accordance with Section 3.1(a),  Tenant commenced  payment of the
        full amount of Basic Rent on any day other than the  Commencement  Date,
        the amount of Basic Rent that would have been payable  during the period
        beginning  on  the  Commencement  Date  and  ending  on the  day  Tenant
        commenced  payment of the full  amount of Basic Rent under such  Section
        3.1(a). Tenant shall pay the portion of such current damages referred to
        in clause (x) above to Landlord monthly on the days which the Basic Rent
        would have been payable hereunder if this Lease had not been terminated,
        and Tenant shall pay the portion of such current damages  referred to in
        clause (y) above to Landlord upon such termination.

        (i) At any time after such  termination,  whether or not Landlord  shall
        have collected any such current damages, as liquidated final damages and
        in lieu of all such current  damages beyond the date of such demand,  at
        Landlord's  election Tenant shall pay to Landlord an amount equal to the
        excess, if any, of the Basic Rent,  Escalation Charges and other sums as
        hereinbefore  provided which would be payable hereunder from the date of
        such demand  assuming that, for the purposes of this  paragraph,  annual
        payments by Tenant on account of Taxes and Operating  Expenses  would be
        the  same  as  the  payments  required  for  the  immediately  preceding
        Operating or Tax Year for what would be the then  unexpired Term of this
        Lease if the same  remained  in  effect,  over the then fair net  rental
        value of the Premises for the same period.

        (j)  In  case  of  any  Default  by  Tenant,  re-entry,  expiration  and
        dispossession  by summary  proceedings  or  otherwise,  Landlord may (i)
        re-let the Premises or any part or parts thereof,  either in the name of
        Landlord  or  otherwise,  for a term or terms  which  may at  Landlord's
        option  be  equal to or less  than or  exceed  the  period  which  would
        otherwise have constituted the balance of the Term of this Lease and may
        grant  concessions  or free rent to the extent that  Landlord  considers
        advisable  and  necessary  to  re-let  the same  and (ii) may make  such
        reasonable  alterations,  repairs  and  decorations  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 and  decorations  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 re-let the Premises,  or,
        in the event that the  Premises  are re-let,  for failure to collect the
        rent under such  re-letting.  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,  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.

        (k) If a Guarantor of this Lease is named in Section 1.2, the  happening
        of any of the events  described in  paragraphs  (a)(iv)-(a)(vi)  of this
        Section 13.1 with respect to the Guarantor shall constitute a Default of
        Tenant hereunder.

                                      -23-
<PAGE>

        (l) The specified  remedies to which  Landlord may resort  hereunder are
        not  intended  to be  exclusive  of any  remedies or means of redress to
        which  Landlord may at any time be entitled  lawfully,  and Landlord may
        invoke any remedy (including the remedy of specific performance) allowed
        at law or in equity as if  specific  remedies  were not herein  provided
        for.

        (m)  All  costs  and  expenses  incurred  by or on  behalf  of  Landlord
        (including, without limitation, attorneys' fees and expenses at both the
        trial and  appellate  levels)  in  enforcing  its  rights  hereunder  or
        occasioned by any Default of Tenant shall be paid by Tenant.

13.2    LANDLORD'S  DEFAULT.  Landlord  shall in no event be in  default  in the
        performance of any of Landlord's  obligations hereunder unless and until
        Landlord  shall have failed to perform such  obligations  within  thirty
        (30) days, or if such failure is of such a nature that  Landlord  cannot
        reasonably remedy the same within such thirty (30) day period,  Landlord
        shall fail to  commence  promptly  (and in any event  within such thirty
        (30) day  period) to remedy  the same and to  prosecute  such  remedy to
        completion with diligence and continuity.  Except as otherwise expressly
        provided  in this  Lease,  in no event  shall  Tenant  have the right to
        terminate the Lease nor shall  Tenant's  obligation to pay Basic Rent or
        other  charges under this Lease abate based upon any default by Landlord
        of its obligations under the Lease.


                                   ARTICLE 14

                            MISCELLANEOUS PROVISIONS


14.1    EXTRA HAZARDOUS USE. Tenant covenants and agrees that Tenant will not do
        or  permit  anything  to be done in or upon  the  Premises,  or bring in
        anything or keep  anything  therein,  which shall  increase  the rate of
        property or liability  insurance  on the Premises or the Property  above
        the standard rate  applicable to Premises  being  occupied for Permitted
        Uses;  and Tenant further agrees that, in the event that Tenant shall do
        any of the foregoing,  Tenant will promptly pay to Landlord,  on demand,
        any such increase resulting therefrom, which shall be due and payable as
        an additional charge hereunder.

14.2    WAIVER. (a) Failure on the part of Landlord or Tenant 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  Tenant  or  Landlord,
        respectively, of any of the other's rights hereunder. Further, no waiver
        at any time of any of the provisions  hereof by Landlord or Tenant shall
        be construed as a waiver of any of the other  provisions  hereof,  and a
        waiver  at  any  time  of  any of the  provisions  hereof  shall  not be
        construed as a waiver at any subsequent time of the same provisions. The
        consent or  approval  of  Landlord  or Tenant to or of any action by the
        other requiring such consent or approval shall not be construed to waive
        or render  unnecessary  Landlord's or Tenant's consent or approval to or
        of any subsequent similar act by the other.

        (b) No payment by Tenant, or acceptance by Landlord,  of a lesser amount
        than shall be due from  Tenant to  Landlord  shall be treated  otherwise
        than as a payment on account of the earliest  installment of any payment
        due from Tenant under the provisions  hereof. The acceptance by Landlord
        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 Landlord may accept such
        check without  prejudice to any other rights or remedies  which Landlord
        may have against Tenant.

                                      -24-
<PAGE>

14.3    COVENANT OF QUIET ENJOYMENT. Tenant, subject to the terms and provisions
        of this Lease,  on payment of the Basic Rent and Escalation  Charges and
        observing,  keeping and performing all of the other terms and provisions
        of this Lease on Tenant'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 Landlord to have title to the Premises
        superior to Tenant; the foregoing covenant of quiet enjoyment is in lieu
        of any other covenant, express or implied.

14.4    LANDLORD'S  LIABILITY.  (a) Tenant specifically agrees to look solely to
        Landlord's then equity  interest in the Property at the time owned,  for
        recovery of any judgment from  Landlord;  it being  specifically  agreed
        that Landlord  (original or successor) shall never be personally  liable
        for any such judgment,  or for the payment of any monetary obligation to
        Tenant.  The  provision  contained  in  the  foregoing  sentence  is not
        intended to, and shall not, limit any right that Tenant might  otherwise
        have  to  obtain   injunctive  relief  against  Landlord  or  Landlord's
        successors in interest, or to take any action not involving the personal
        liability  of Landlord  (original or  successor)  to respond in monetary
        damages from Landlord's  assets other than Landlord's equity interest in
        the Property.

        (b) With  respect  to any  services  or  utilities  to be  furnished  by
        Landlord to Tenant,  Landlord 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 failure whenever and for so long as
        may be  necessary  by reason of the making of  repairs or changes  which
        Landlord is required or is  permitted by this Lease or by law to make or
        in  good  faith  deems  necessary,  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
        other cause beyond Landlord's  reasonable  control, or for any cause due
        to any act or neglect of Tenant or Tenant's servants, agents, employees,
        licensees or any person claiming by, through or under Tenant,  nor shall
        any such  failure  give rise to any claim in Tenant's  favor that Tenant
        has been  evicted,  either  constructively  or  actually,  partially  or
        wholly.

        (c) In no event shall  Landlord ever be liable to Tenant for any loss of
        business or any other  indirect  or  consequential  damages  suffered by
        Tenant from whatever cause.

        (d) Where  provision  is made in this Lease for  Landlord's  consent and
        Tenant shall  request such consent and Landlord  shall fail or refuse to
        give such  consent,  Tenant shall not be entitled to any damages for any
        withholding by Landlord of its consent,  it being intended that Tenant's
        sole remedy shall be an action for specific  performance  or injunction,
        and that  such  remedy  shall be  available  only in those  cases  where
        Landlord has expressly  agreed in writing not to  unreasonably  withhold
        its consent. Furthermore, whenever Tenant requests Landlord's consent or
        approval  (whether or not  provided  for  herein),  Tenant  shall pay to
        Landlord,  on demand, as an additional  charge, any expenses incurred by
        Landlord  (including without limitation legal fees and costs, if any) in
        connection therewith.

        (e) With  respect to any repairs or  restoration  which are  required or
        permitted  to be made by  Landlord,  the same may be made during  normal
        business  hours and  Landlord  shall have no  liability  for  damages to
        Tenant for inconvenience,  annoyance or interruption of business arising
        therefrom.

14.5    NOTICE TO MORTGAGEE OR GROUND LESSOR.  No notice from Tenant to Landlord
        alleging any default by Landlord  shall be effective  unless and until a
        copy of the same is given to any person, firm or other entity that holds
        a mortgage  or a ground  lease which  includes  the  Premises  (provided
        Tenant  shall  have been  furnished  with the name and  address  of such
        holder or ground lessor),  and the curing of any of Landlord's  defaults
        by such  holder or ground  lessor  shall be  treated as  performance  by


                                      -25-
<PAGE>

        Landlord.  Landlord  hereby  gives  Tenant  notice  that the holder of a
        mortgage  on the  Property  as of the date  hereof  is  Nationwide  Life
        Insurance  Company,   One  Nationwide  Plaza,   Columbus,   Ohio  43215,
        Attention: Real Estate Investments.

14.6    ASSIGNMENT  OF RENTS AND  TRANSFER OF TITLE.  (a) With  reference to any
        assignment  by Landlord  of  Landlord's  interest in this Lease,  or the
        rents  payable  hereunder,  conditional  in nature or  otherwise,  which
        assignment  is  made to the  holder  of a  mortgage  on  property  which
        includes  the  Premises,  Tenant  agrees that the  execution  thereof by
        Landlord,  and the  acceptance  thereof by the  holder of such  mortgage
        shall  never be treated as an  assumption  by such  holder of any of the
        obligations of Landlord  hereunder  unless such holder shall,  by notice
        sent to  Tenant,  specifically  otherwise  elect  and  that,  except  as
        aforesaid,  such holder  shall be treated as having  assumed  Landlord's
        obligations  hereunder only upon  foreclosure of such holder's  mortgage
        and the taking of possession of the Premises.

        (b) In no event  shall the  acquisition  of  Landlord's  interest in the
        Property  by  a  purchaser  which,   simultaneously  therewith,   leases
        Landlord's entire interest in the Property back to the seller thereof be
        treated as an assumption by operation of law or otherwise, of Landlord's
        obligations   hereunder,   but  Tenant   shall   look   solely  to  such
        seller-lessee,  and its  successors  from  time to  time in  title,  for
        performance of Landlord's obligations hereunder. In any such event, this
        Lease shall be subject and  subordinate to the lease to such  purchaser.
        For all purposes, such seller-lessee, and its successors in title, shall
        be the Landlord  hereunder  unless and until  Landlord's  position shall
        have been assumed by such purchaser-lessor.

        (c) Except as provided in paragraph (b) of this Section, in the event of
        any  transfer  of title to the  Property  by  Landlord,  Landlord  shall
        thereafter  be entirely  freed and  relieved  from the  performance  and
        observance of all covenants and obligations hereunder.

14.7    RULES AND REGULATIONS.  Tenant shall abide by rules and regulations from
        time to time  established  by Landlord,  it being agreed that such rules
        and  regulations  will be  established  and  applied  by  Landlord  in a
        non-discriminatory fashion, such that all rules and regulations shall be
        generally  applicable to other tenants,  of similar nature to the Tenant
        named herein, of the Building. Landlord agrees to use reasonable efforts
        to insure that any such rules and  regulations  are uniformly  enforced,
        but Landlord  shall not be liable to Tenant for violation of the same by
        any other tenant or occupant of the Building, or persons having business
        with  them.  In the event that there  shall be a conflict  between  such
        rules and regulations  and the provisions of this Lease,  the provisions
        of this Lease shall control.  Rules and Regulations  currently in effect
        are set forth in Exhibit B.

14.8    ADDITIONAL  CHARGES. If Tenant shall fail to pay when due any sums under
        this Lease  designated  as an Escalation  Charge or  additional  charge,
        Landlord  shall  have the same  rights  and  remedies  as  Landlord  has
        hereunder for failure to pay Basic Rent.

14.9    INVALIDITY  OF PARTICULAR  PROVISIONS.  If any term or provision of this
        Lease, or the application  thereof to any person or circumstance  shall,
        to any 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 be enforced to the fullest extent permitted by law.

14.10   PROVISIONS BINDING, ETC. Except as herein otherwise provided,  the terms
        hereof  shall be  binding  upon and shall  inure to the  benefit  of the
        successors and assigns,  respectively, of Landlord and Tenant (except in
        the case of Tenant,  ONLY such  assigns as may be  permitted  hereunder)
        and, if Tenant

                                      -26-
<PAGE>

        shall   be  an   individual,   upon   and  to  his   heirs,   executors,
        administrators,  successors  and permitted  assigns.  Each term and each
        provision  of this Lease to be performed by Tenant shall be construed to
        be  both  a  covenant  and  a  condition.  The  reference  contained  to
        successors and assigns of Tenant is not intended to constitute a consent
        to assignment by Tenant,  but has reference  only to those  instances in
        which  Landlord  may later give consent to a  particular  assignment  as
        required by those provisions of Article 6 hereof.

14.11   RECORDING.  Tenant agrees not to record this Lease,  but, if the Term of
        this Lease  (including  any extended term) is seven (7) years or longer,
        each party  hereto  agrees,  on the  request of the other,  to execute a
        so-called  notice  of  lease  in  recordable  form  and  complying  with
        applicable law and reasonably  satisfactory to Landlord's attorneys.  In
        no event shall such document set forth the rent or other charges payable
        by Tenant under this Lease;  and any such document shall expressly state
        that it is executed pursuant to the provisions  contained in this Lease,
        and is not intended to vary the terms and conditions of this Lease.

14.12   NOTICES.  Whenever,  by the terms of this Lease, notices shall or may be
        given  either to Landlord or to Tenant,  such notice shall be in writing
        and shall be sent by overnight  courier with postage prepaid,  signature
        of recipient requested, or by registered or certified mail, with postage
        prepaid, return receipt requested:

        If intended for Landlord,  addressed to Landlord at Landlord's  Original
        Address and marked:  "Attention:  SVP Asset  Management"  with a copy to
        Daniel E.  Rottenberg,  Esq.,  Goulston & Storrs,  400 Atlantic  Avenue,
        Boston, MA 02110 (or to such other address or addresses as may from time
        to time hereafter be designated by Landlord by like notice).

        If intended for Tenant, addressed to Tenant at Tenant's Original Address
        until the Commencement Date and thereafter to the Premises,  (or to such
        other  address  or  addresses  as may  from  time to time  hereafter  be
        designated by Tenant by like notice)("Tenant's Notice Address").

        All such notices  shall be deemed to have been  received or given on the
        earlier to occur of actual  delivery  or the date on which  delivery  is
        refused,  or, if Tenant has  vacated  Tenant's  Notice  Address  without
        providing a new notice address, three (3) days after notice is deposited
        in the U.S.  mail or with a  courier  service  in the  manner  described
        above.

14.13   WHEN LEASE BECOMES BINDING;  TENANT'S REPRESENTATION.  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  hereof by both  Landlord  and Tenant.  All  negotiations,
        considerations,  representations and understandings between Landlord and
        Tenant 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  Landlord  and
        Tenant,  and no act or  omission  of any  employee  or agent of Landlord
        shall alter, change or modify any of the provisions hereof.

14.14   PARAGRAPH  HEADINGS  AND  INTERPRETATION  OF  SECTIONS.   The  paragraph
        headings  throughout  this  instrument are for convenience and reference
        only,  and  the  words  contained  therein  shall  in no way be  held to
        explain,  modify, amplify or aid in the interpretation,  construction or
        meaning of the  provisions of this Lease.  The  provisions of this Lease
        shall be construed as a whole, according to their common meaning (except
        where a precise legal interpretation is clearly evidenced),  and not for
        or against  either  party.  Use in this Lease of the words  "including,"
        "such as" or words of similar import, when followed by any general term,
        statement  or  matter,  shall  not be  construed  to  limit  such  term,


                                      -27-
<PAGE>

        statement or matter to the specified item(s), whether or not language of
        non-limitation,  such as "without  limitation"  or  "including,  but not
        limited  to," or words  of  similar  import,  are  used  with  reference
        thereto,  but  rather  shall be deemed  to refer to all  other  terms or
        matters  that could fall within a  reasonably  broad scope of such term,
        statement or matter.

14.15   RIGHTS OF MORTGAGEE OR GROUND LESSOR. This Lease shall be subordinate to
        any mortgage or ground lease from time to time encumbering the Premises,
        whether  executed and  delivered  prior to or  subsequent to the date of
        this  Lease,  if the holder of such  mortgage  or ground  lease shall so
        elect.  If this Lease is subordinate to any mortgage or ground lease and
        the holder  thereof  (or  successor)  shall  succeed to the  interest of
        Landlord,  at the  election of such holder (or  successor)  Tenant shall
        attorn to such  holder and this Lease  shall  continue in full force and
        effect between such holder (or  successor) and Tenant.  Tenant agrees to
        execute such  instruments of subordination or attornment in confirmation
        of the foregoing agreement as such holder may request, and Tenant hereby
        appoints  such  holder as  Tenant's  attorney-in-fact  to  execute  such
        subordination  or  attornment   agreement  upon  default  of  Tenant  in
        complying  with such holder's  request.  In no event shall the holder of
        any mortgage or ground lease ever: (A) be liable for any act or omission
        of Landlord  hereunder  occurring  prior to such holder's  succession to
        Landlord's  interest  hereunder;  or (B) be  subject  to any  defense or
        offset  accruing in favor of the Tenant  against  Landlord prior to such
        holder's succession to Landlord's interest hereunder; or (C) be bound by
        any  modification  of this  Lease made  without  such  holder's  written
        consent or by any prepayment of more than one month's rent.

14.16   STATUS REPORT AND FINANCIAL  STATEMENTS.  Recognizing  that Landlord may
        find it necessary to establish to third  parties,  such as  accountants,
        banks,  potential or existing  mortgagees,  potential  purchasers or the
        like, the then current status of performance  hereunder,  Tenant, within
        ten (10) days after the request of Landlord made from time to time, will
        furnish to Landlord, or any existing or potential holder of any mortgage
        encumbering the Premises, the Building or any potential purchaser of the
        Premises or the Building  (each an "Interested  Party"),  a statement of
        the status of any matter  pertaining to this Lease,  including,  without
        limitation,  acknowledgments that (or the extent to which) each party is
        in compliance  with its  obligations  under the terms of this Lease.  In
        addition,  Tenant shall  deliver to Landlord,  or any  Interested  Party
        designated  by  Landlord,   financial  statements  of  Tenant,  and  any
        guarantor  of  Tenant's  obligations  under this  Lease,  as  reasonably
        requested  by  Landlord   including,   but  not  limited  to,  financial
        statements  for the past three (3) years.  Any such status  statement or
        financial  statement  delivered by Tenant pursuant to this Section 14.16
        may be relied upon by any Interested Party.

14.17   SECURITY  DEPOSIT.  If, in Section  1.2  hereof,  a security  deposit is
        specified,  Tenant agrees that the same will be paid upon  execution and
        delivery of this Lease, and that Landlord shall hold the same throughout
        the Term of this Lease as security for the  performance by Tenant of all
        obligations  on the part of Tenant  hereunder.  Landlord  shall have the
        right from time to time without  prejudice to any other remedy  Landlord
        may have on account thereof, to apply such deposit, or any part thereof,
        to Landlord's  damages  arising from, or to cure, any Default of Tenant.
        If  Landlord  shall so apply any or all of such  deposit,  Tenant  shall
        immediately  deposit  with  Landlord the amount so applied to be held as
        security  hereunder.  There then  existing no Default of Tenant (nor any
        circumstance which, with the passage of time or the giving of notice, or
        both, would  constitute a Default of Tenant),  Landlord shall return the
        deposit,  or so much thereof as shall have  theretofore not been applied
        in  accordance  with the terms of this Section  14.17,  to Tenant on the
        expiration  or  earlier  termination  of the  Term  of  this  Lease  and
        surrender  of  possession  of the Premises by Tenant to Landlord at such
        time.  While  Landlord  holds  such  deposit,  Landlord  shall  have  no
        obligation  to pay  interest  on the same and  shall  have the  right to
        commingle  the same with  Landlord's  other funds.  If Landlord  conveys
        Landlord's  interest under this Lease, the deposit,  or any part thereof
        not previously applied, may be turned over by Landlord to

                                      -28-
<PAGE>

        Landlord's grantee, and, if so turned over, Tenant agrees to look solely
        to such grantee for proper application of the deposit in accordance with
        the terms of this Section  14.17,  and the return  thereof in accordance
        herewith.  The holder of a mortgage  shall not be  responsible to Tenant
        for the return or  application  of any such  deposit,  whether or not it
        succeeds  to the  position of Landlord  hereunder,  unless such  deposit
        shall have been received in hand by such holder.

14.18   REMEDYING  DEFAULTS.  Landlord  shall have the  right,  but shall not be
        required,  to pay such sums or do any act which requires the expenditure
        of monies which may be necessary or appropriate by reason of the failure
        or neglect of Tenant to perform any of the provisions of this Lease, and
        in the event of the exercise of such right by Landlord, Tenant agrees to
        pay to  Landlord  forthwith  upon  demand all such sums,  together  with
        interest thereon at a rate equal to 5% over the base rate in effect from
        time  to  time  at  Bank  of  America,  N.A.,  or its  successor,  as an
        additional  charge.  Any  payment of Basic Rent,  Escalation  Charges or
        other sums payable  hereunder not paid when due shall,  at the option of
        Landlord,  bear  interest  at a rate  equal to 5% over the base  rate in
        effect from time to time at Bank of America, N.A., or its successor from
        the due date  thereof  and  shall be  payable  forthwith  on  demand  by
        Landlord, as an additional charge.

14.19   HOLDING  OVER.  Any holding over by Tenant after the  expiration  of the
        term of this Lease shall be treated as a daily  tenancy at sufferance at
        a rate equal to 1.5 times the Basic Rent then in effect plus  Escalation
        Charges and other charges herein  provided  (prorated on a daily basis).
        Tenant shall also pay to Landlord all damages,  direct and/or  indirect,
        sustained 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.  The Landlord may, but shall not be required to, and only
        on written  notice to Tenant  after the  expiration  of the Term hereof,
        elect to treat such holding over as a renewal of one (1) year,  to be on
        the terms and conditions set forth in this Section 14.19.

14.20   WAIVER OF SUBROGATION. Insofar as, and to the extent that, the following
        provision  shall not make it  impossible  to secure  insurance  coverage
        obtainable from  responsible  insurance  companies doing business in the
        locality in which the Property is located (even though extra premium may
        result  therefrom)  Landlord and Tenant:  (i) mutually agree that,  with
        respect  to any  damage to  property,  the loss from which is covered by
        insurance  then being  carried by them,  respectively,  the one carrying
        such  insurance and suffering  such loss releases the other of and from,
        and forever  waives,  any and all claims with respect to such loss,  but
        only to the  extent of the  limits of  insurance  carried  with  respect
        thereto, less the amount of any deductible; and (ii) mutually agree that
        any property  damage  insurance  carried by either shall provide for the
        waiver by the insurance carrier of any right of subrogation  against the
        other.

14.21   SURRENDER OF PREMISES. Upon the expiration or earlier termination of the
        Term of this  Lease,  Tenant  shall  peaceably  quit  and  surrender  to
        Landlord  the  Premises in neat and clean  condition  and in good order,
        condition  and repair,  together  with all  alterations,  additions  and
        improvements  which  may have been  made or  installed  in, on or to the
        Premises  prior to or  during  the Term of this  Lease,  excepting  only
        ordinary  wear and use and damage by fire or other  casualty  for which,
        under other provisions of this Lease,  Tenant has no  responsibility  of
        repair or  restoration.  Tenant shall  remove all of Tenant's  Removable
        Property and, to the extent  specified by Landlord,  (i) all alterations
        and  additions  made by Tenant  and all  partitions  wholly  within  the
        Premises  unless  installed  initially  by  Landlord  in  preparing  the
        Premises for Tenant's  occupancy,  and (ii) any wiring,  cables or other
        installations  appurtenant thereto for Tenant's computer,  telephone and
        other  communication  systems  and  equipment  whether  located  in  the
        Premises or in any other portion of the Building,  including all risers.
        Upon such removal,  Tenant shall restore the Premises to their condition
        prior to such  alterations,  additions and improvements and shall repair
        any damages to the Premises or the  Building  caused by


                                      -29-
<PAGE>


        such removal and  restoration.  Any Tenant's  Removable  Property  which
        shall remain in the Building or on the Premises  after the expiration or
        termination  of the Term of this Lease shall be deemed  conclusively  to
        have been  abandoned,  and either may be  retained  by  Landlord  as its
        property or may be  disposed of in such manner as Landlord  may see fit,
        at Tenant's sole cost and expense.

14.22   SUBSTITUTE  SPACE;  DEMOLITION.  If Landlord so  requests,  Tenant shall
        vacate the Premises and  relinquish  its rights with respect to the same
        provided that Landlord shall provide to Tenant  substitute  space in the
        Building, such space to be reasonably comparable in size, layout, finish
        and utility to the Premises,  and further  provided that Landlord shall,
        at its sole cost and  expense,  move Tenant and its  Removable  Property
        from the Premises to such new space in such manner as will minimize,  to
        the greatest extent practicable, undue interference with the business or
        operations of Tenant.  Any such substitute  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.

14.23   BROKERAGE.  Tenant warrants and represents that Tenant has dealt with no
        broker in  connection  with the  consummation  of this Lease  other than
        Broker,  and,  in the event of any  brokerage  claims  against  Landlord
        predicated upon prior dealings with Tenant,  Tenant agrees to defend the
        same and indemnify  Landlord against any such claim (except any claim by
        Broker).

14.24   GOVERNING  LAW.  This  Lease  shall  be  governed   exclusively  by  the
        provisions  hereof and by the laws of the  Commonwealth of Massachusetts
        as the same may from time to time exist.

14.25   ANTI-TERRORISM REPRESENTATIONS

        Tenant represents and warrants to Landlord that:

        (a) Tenant is not, and shall not during the Term of this Lease become, a
        person or entity with whom  Landlord is restricted  from doing  business
        under the Uniting and  Strengthening  America by  Providing  Appropriate
        Tools  Required to Intercept and Obstruct  Terrorism  Act of 2001,  H.R.
        3162,  Public Law 107-56  (commonly  known as the "USA Patriot Act") and
        Executive Order Number 13224 on Terrorism Financing, effective September
        24,  2001  and  regulations  promulgated  pursuant  thereto,  including,
        without limitation,  persons and entities named on the Office of Foreign
        Asset Control  Specially  Designated  Nationals and Blocked Persons List
        (collectively, "Prohibited Persons"); and

        (b) Tenant is not  currently  conducting  any business or engaged in any
        transactions or dealings,  or otherwise  associated with, any Prohibited
        Persons in connection with the use or occupancy of the Premises; and

        (c) Tenant will not in the future  during the Term of this Lease  engage
        in any  transactions or dealings,  or be otherwise  associated with, any
        Prohibited  Persons  in  connection  with  the use or  occupancy  of the
        Premises.


                                      -30-
<PAGE>



        IN WITNESS  WHEREOF,  Landlord  and Tenant  have caused this Lease to be
        duly  executed,  under seal,  by persons  hereunto duly  authorized,  in
        multiple  copies,  each to be considered an original  hereof,  as of the
        date first set forth above.


                                 LANDLORD:   Southborough/Westborough   LLC,   a
                                             Delaware limited liability company

                                             By:   ARI   Ventures   I,  LLC,   a
                                             Delaware     limited      liability
                                             company, its managing member

                                             By:   Advance   Realty   Investors,
                                             LLC, its sole member

                                             By:   Advance  Realty  Group,  LLC,
                                             its managing member



                                             By: /s/ Gary J. Sopko
                                                 -------------------------------
                                             Name:  Gary J. Sopko
                                             Title:  Managing Director


                                 TENANT:     Cognistar Interactive Corporation,
                                             a Delaware corporation



                                             By: /s/ Stephen Henn
                                                 -------------------------------
                                                 President




                                      -31-
<PAGE>

                                    EXHIBIT A

                                    PREMISES


                                      -32-
<PAGE>


                                    EXHIBIT B

                        RULES AND REGULATIONS OF BUILDING


I.      The following regulations are generally applicable:

        1.  The  public  sidewalks,   entrances,  passages,  courts,  elevators,
vestibules,  stairways, corridors or halls shall not be obstructed or encumbered
by Tenant  (except as necessary  for  deliveries)  or used for any purpose other
than ingress and egress to and from the Premises.  The halls,  passages,  exits,
entrances, elevators, and stairways are not for the general public, and Landlord
shall in all cases retain the right to control and prevent access thereto of all
persons whose  presence in the judgment of Landlord  would be prejudicial to the
safety,  character,  reputation  and  interests of the Building and its tenants,
provided that nothing herein contained shall be construed to prevent such access
to  persons  with  whom  Tenant  normally  deals in the  ordinary  course of its
business, unless such persons are engaged in illegal activities.

        2. No awnings,  curtains,  blinds shades,  screens or other  projections
shall be attached to or hung in, or used in connection  with,  any window of the
Premises or any outside wall of the Building.  Such awnings,  curtains,  blinds,
shades,  screens or other  projections  must be of a quality,  type,  design and
color, and attached in the manner, approved by Landlord.

        3. No show cases or other  articles  shall be put in front of or affixed
to any part of the exterior of the Building,  nor places in the halls, corridors
or vestibules.  Corridor doors,  when not in use, shall be kept closed.  Nothing
shall  be  swept or  thrown  into  the  corridors,  halls,  elevator  shafts  or
stairways.

        4. The water and wash closets and other  plumbing  fixtures shall not be
used for any  purposes  other  than  those for  which  they  were  designed  and
constructed, and no sweepings,  rubbish, rags, acids or like substances shall be
deposited  therein.  All damages resulting from any misuse of the fixtures shall
be borne by the Tenant.

        5. Tenant shall not use the Premises or any part thereof,  or permit the
Premises or any part thereof to be used, for manufacturing. Tenant shall not use
the  Premises or any part  thereof or permit the Premises or any part thereof to
be used as a public employment bureau or for the sale of property of any kind at
auction, except in connection with Tenant's business.

        6. The Landlord  reserves the right to exclude from the Building between
the  hours of 6 p.m.  and 8 a.m.  and at all hours on Sunday  and  holidays  all
persons  connected  with or calling upon the Tenant who do not present a pass to
the Building  signed by the Tenant.  Tenant shall be responsible for all persons
for whom it issues  any such pass and  shall be liable to the  Landlord  for all
wrongful acts of such persons.

        7. The  requirements of Tenant will be attended to only upon application
at the Building  Manager's Office (Phone:  508-366-0800 and Fax:  508-366-0003).
Employees of Landlord shall not perform any work or do anything outside of their
regular  duties,  unless  under  special  instructions  from the  office  of the
Landlord.

        8. No bicycles, vehicles or animals of any kind (except those seeing-eye
dogs which are for the  direct  purpose of aiding  and  assisting  the  visually
impaired) shall be brought into or kept in or about the Premises.

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

                                      -33-
<PAGE>

        10.  Tenant  shall not  allow the  Premises  to be used for  lodging  or
sleeping or for any  immoral or illegal  purpose,  nor shall  cooking be done or
permitted  by Tenant on or about the  Premises,  except the use by the Tenant of
Underwriters'  Laboratory  approved  equipment  for  brewing  coffee,  tea,  hot
chocolate and similar beverages and microwave ovens shall be permitted, provided
that such use is in accordance with all applicable federal, state and city laws,
codes, ordinances, rules and regulations.

        11.  Tenants  shall  co-operate  with  Landlord  in  obtaining   maximum
effectiveness  of the cooling  system by closing  draperies when sun's rays fall
directly on windows of Premises.

        12.  Landlord  shall  have the  right,  exercisable  without  notice and
without  liability to any tenant,  to change the name and street  address of the
Building.

        13. Tenant shall not employ any person or persons other than the janitor
of Landlord  for the purpose of cleaning  the  Premises  and  providing  related
cleaning  supplies,  unless  otherwise  agreed to by  Landlord  in writing or as
specifically  provided  for in the Lease.  Except  with the  written  consent of
Landlord,  no person or persons other than those  approved by Landlord  shall be
permitted  to enter the  Building  for the  purpose  of  cleaning  or  supplying
cleaning  supplies.  Tenant  shall not cause any  unnecessary  janitorial  labor
requirements  by reason of Tenant's,  its agents',  employees'  or  contractors'
carelessness or  indifference in the  preservation of good order and cleanliness
of the Building.

        14. Landlord shall provide all door locks in the Premises at the cost of
the Tenant.  Tenant shall not alter any lock or install a new or additional lock
or any bolt on any door of the Premises without the prior written consent of the
Landlord,  which shall not be unreasonably  withheld.  The modification of locks
shall be  coordinated  through the  Landlord's  Building  Manager  (at  Tenant's
reasonable  expense) and Tenant shall in each case furnish  Landlord with a key,
access card, or combination  for any such lock.  Building card access keys shall
be provided to Tenant, at no charge,  according to the Parking Ratio. Additional
or replacement  Building card access keys shall be provided at Tenant's  expense
according  to the then  current  charge  for the same.  The  current  charge for
Building  access  keys  is ten  ($10.00)  dollars  per  key.  Tenant,  upon  the
termination of its tenancy,  shall deliver to Landlord all keys and key cards to
doors in the Building which have been furnished to the Tenant.

        15.  Hand trucks  shall not be used in any space or public  halls of the
Building,  either by Tenant or any other occupant of the Building,  except those
equipped  with  rubber  tires and side  guards or such  other  material-handling
equipment  as  Landlord  may  approve.  No other  vehicles  of any kind shall be
brought by Tenant into the Building or kept in or about the Premises.

        16. Tenant agrees to coordinate all moving activity of office equipment,
furniture,  and any other bulky or heavy items in and out of the  Building  with
Landlord or Landlord's agent, and to use the services of an insured professional
moving company.

        17. In the case of a bona fide invasion, mob, riot, public excitement or
other  circumstances  rendering  such action  advisable in  Landlord's  opinion,
Landlord  reserves  the right to  prevent  access  to the  Building  during  the
continuance  of the  same by such  action  as  Landlord  may  deem  appropriate,
including closing access to the Building.

        18.  Tenant shall ensure the doors of the Premises are closed and locked
an that all water  faucets,  water  apparatus  and utilities are shut off before
Tenant or  Tenant's  employees  leave the  Premises,  so as to prevent  waste or
damage.

        19. No vending or  dispensing  machines of any kind may be maintained in
the Premises  unless such vending or  dispensing  machine is not provided in the
common area of Building in which case the same shall be permitted subject to the
prior written consent of the Landlord, which shall not be unreasonably withheld,
conditioned or delayed.

                                      -34-
<PAGE>

        20. All  vehicles  are to be properly  licensed  and parked for business
relating to the Permitted  Use.  Each vehicle shall be parked within  designated
parking  spaces,  one  vehicle to each  space.  No vehicle  shall be parked as a
"billboard"  vehicle.  Any  vehicle  improperly  parked may be towed away at the
expense of the owner or driver.  Tenant shall indemnify,  hold and save harmless
Landlord of any  liability  arising from the towing of any vehicle  belonging to
Tenant's employees, agents, contractors or invitees.

        21. The Building is a smoke-free environment.  There shall be no smoking
permitted  anywhere in the Building  within and including  the Premises,  common
areas, bathrooms, hallways, stairwells and lobbies.

II.     The following  regulations are applicable to any additions,  alterations
or improvements being undertaken by or for Tenant in the Premises:


A.      GENERAL

        1. All alterations,  installations or improvements ("Alterations") to be
made by Tenant in, to or about the Premises shall be made in accordance with the
requirements  of this  Exhibit  and by  contractors  or  mechanics  approved  by
Landlord.

        2.  Tenant  shall,  prior to the  commencement  of any work,  submit for
Landlord's written approval, complete plans for the Alterations. Drawings are to
be complete with full details and specifications for all of the Alterations.

        3.  Alterations  must comply with the Building  Code  applicable  to the
Property and the requirements,  rules and regulations and any other governmental
agencies having jurisdiction.

        4. No work shall be  permitted to commence  without the  Landlord  being
furnished  with a valid permit and all other  necessary  approvals from agencies
having jurisdiction.

        5.  All  demolition,  removals  or  other  categories  of work  that may
inconvenience  other tenants or disturb Building  operations,  must be scheduled
and performed  before or after normal working hours and Tenant shall provide the
Building  manager with at least 24 hours' notice prior to  proceeding  with such
work.

        6. All inquiries, submissions,  approvals and all other matters shall be
processed through the Building manager.

B.      PRIOR TO COMMENCEMENT OF WORK

        1. Tenant shall submit to the Building  manager a request to perform the
work. The request shall include the following enclosures:

        (i) A list of Tenant's contractors and/or  subcontractors for Landlord's
        approval.

        (ii) Four complete sets of plans and specifications  properly stamped by
        a registered architect or professional engineer.

        (iii) A properly executed building permit application form.

                                      -35-
<PAGE>

        (iv) Four executed copies of the Insurance Requirements agreement in the
        form  attached to these  Tenant's  Work  Requirements  as Exhibit D from
        Tenant's  contractor and if requested by Landlord from the  contractor's
        subcontractors.

        (v) Contractor's and subcontractor's insurance certificates including an
        indemnity in accordance with the Insurance Requirements agreement.

        2. Landlord will return the following to Tenant:

        (i) Two sets of plans approved or a disapproval  with specific  comments
        as to  the  reasons  therefor  (such  approval  or  comments  shall  not
        constitute a waiver of approval of governmental agencies).

        (ii) Two fully executed copies of the Insurance Requirements agreement.

        3. Tenant  shall obtain a building  permit from the Building  Department
        and necessary permits from other governmental agencies.  Tenant shall be
        responsible for keeping current all permits.  Tenant shall submit copies
        of all  approved  plans and  permits  to  Landlord  and  shall  post the
        original  permit on the Premises prior to the  commencement of any work.
        All work,  if  performed  by a  contractor  or  subcontractor,  shall be
        subject  to  reasonable   supervision   and   inspection  by  Landlord's
        representative.  Such  supervision  and inspection  shall be at Tenant's
        sole expense and Tenant shall pay Landlord's reasonable charges for such
        supervision and inspection.

C.      REQUIREMENTS AND PROCEDURES

        1. All structural and floor loading requirements shall be subject to the
        prior approval of Landlord's structural engineer.

        2.  All  mechanical  (HVAC,   plumbing  and  sprinkler)  and  electrical
        requirements  shall be subject to the approval of Landlord's  mechanical
        and electrical engineers and all mechanical and electrical work shall be
        performed by contractors who are engaged by Landlord in constructing the
        Building.  When  necessary,  Landlord will require  engineering and shop
        drawings,  which  drawings  must be approved by Landlord  before work is
        started.  Drawings are to be prepared by Tenant and all approvals  shall
        be obtained by Tenant.

        3. Elevator service for construction  work shall be charged to Tenant at
        standard  Building rates.  Prior  arrangements for elevator use shall be
        made with Building manager by Tenant.  No material or equipment shall be
        carried  under  or on top of  elevators.  If an  operating  engineer  is
        required by any union  regulations,  such engineer  shall be paid for by
        Tenant.

        4. If shutdown of risers and mains for electrical,  HVAC,  sprinkler and
        plumbing  work is required,  such work shall be supervised by Landlord's
        representative.  No  work  will  be  performed  in  Building  mechanical
        equipment  rooms  without  Landlord's   approval  and  under  Landlord's
        supervision.

        5. Tenant's contractor shall:

        (i) have a superintendent or foreman on the Premises at all times;

        (ii)  police  the job at all times,  continually  keeping  the  Premises
        orderly;

        (iii)  maintain  cleanliness  and  protection  of all  areas,  including
        elevators and lobbies.

                                      -36-
<PAGE>

        (iv)  protect  the  front  and  top of all  peripheral  HVAC  units  and
        thoroughly clean them at the completion of work;

        (v) block off supply and return grills, diffusers and ducts to keep dust
        from entering into the Building air conditioning system; and

        (vi) avoid the disturbance of other tenants.

        6. If Tenant's  contractor is negligent in any of its  responsibilities,
        Tenant shall be charged for corrective work.

        7. All  equipment  and  installations  must be  equal  to the  standards
        generally in effect with respect to the remainder of the  Building.  Any
        deviation  from such  standards  will be permitted  only if indicated or
        specified on the plans and specifications and approved by Landlord.

        8. A properly  executed air balancing  report  signed by a  professional
        engineer  shall be submitted to Landlord upon the completion of all HVAC
        work.

        9. Upon completion of the Alterations, Tenant shall submit to Landlord a
        permanent  certificate  of  occupancy  and final  approval  by the other
        governmental agencies having jurisdiction.

        10. Tenant shall submit to Landlord a final  "as-built"  set of drawings
        showing all items of the Alterations in full detail.

        11.  Additional and differing  provisions in the Lease,  if any, will be
        applicable and will take precedence.


III.    The following  regulations  shall be effective with respect to any plans
or specifications that Tenant is required to prepare under the Lease:

        Whenever  Tenant  shall be  required by the terms of the Lease to submit
plans to  Landlord in  connection  with any  improvement  or  alteration  to the
Premises, such plans shall include at least the following:

        1.  Floor plan  indicating  location of  partitions  and doors  (details
            required of partition and door types).

        2.  Location of standard  electrical  convenience  outlets and telephone
            outlets.

        3.  Location   and  details  of  special   electrical   outlets;   E.G.,
            photocopiers, etc.

        4.  Reflected  ceiling  plan  showing  layout of  standard  ceiling  and
            lighting  fixtures.  Partitions  to be shown  lightly with  switches
            located indicating fixtures to be controlled.

        5.  Locations  and  details  of  special  ceiling  conditions,  lighting
            fixtures, speakers, etc.

        6.  Location and  specifications  of floor  covering,  paint or paneling
            with paint colors referenced to standard color system.

                                      -37-
<PAGE>

        7.  Finish schedule plan  indicating  wall covering,  paint, or paneling
            with paint colors referenced to standard color system.

        8.  Details and  specifications of special  millwork,  glass partitions,
            rolling doors and grilles, blackboards, shelves, etc.

        9.  Hardware  schedule  indicating  door  number  keyed to  plan,  size,
            hardware required including butts, latchsets or locksets,  closures,
            stops, and any special items such as thresholds, soundproofing, etc.
            Keying schedule is required.

        10. Verified  dimensions  of  all  built-in  equipment  (file  cabinets,
            lockers, plan files, etc.)

        11. Location and weights of storage files.

        12. Location of any special soundproofing requirements.

        13. Location and details of special  floor areas  exceeding 50 pounds of
            live load per square foot.

        14. All structural,  mechanical, plumbing and electrical drawings, to be
            prepared by the base  building  consulting  engineers,  necessary to
            complete the Premises in accordance with Tenant's Plans.

        15. All  drawings to be uniform  size (30" x 46") and shall  incorporate
            the standard  project  electrical  and plumbing  symbols and be at a
            scale of 1/8" = 1' or larger.

        16. All drawings shall be stamped by an architect (or, where applicable,
            an engineer)  licensed in the  jurisdiction in which the Property is
            located and without  limiting the foregoing,  shall be sufficient in
            all  respects  for   submission  to  applicable   authorization   in
            connection with a building permit application.

        17. Landlord's approval of the plans, drawings,  specifications or other
            submissions  in  respect  of  any  work,  addition,   alteration  or
            improvement  to be undertaken by or on behalf of Tenant shall create
            no  liability  or  responsibility  on the part of Landlord for their
            completeness,  design sufficiency or compliance with requirements of
            any applicable  laws,  rules or regulations of any  governmental  or
            quasi-governmental agency, board or authority.


                                      -38-
<PAGE>

                                    EXHIBIT C

                     [ITEMS INCLUDED IN OPERATING EXPENSES]


Without limitation, Operating Expenses shall include:

        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,  workmen'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, 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  property  of  Landlord,  such
compensation  shall be  suitably  prorated  among the  Property  and such  other
properties.

        2. The cost of services, utilities,  materials and supplies furnished or
used in the operation, repair, maintenance,  cleaning, management and protection
of the  Property,  including  without  limitation  fees,  if any,  imposed  upon
Landlord,  or charged to the Property, by the state or municipality in which the
Property  is located on account of the need of the  Property  for  increased  or
augmented public safety services.

        3. 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  property  of
Landlord,  such costs shall be suitably  prorated  among the  Property  and such
other properties.

        4.  Where the  Property  is  managed  by  Landlord  or an  affiliate  of
Landlord,  a sum equal to the amounts customarily charged by management firms in
the Suburban  Route 495 area for similar  properties,  but in no event more than
five percent (5%) of gross annual income, whether or not actually paid, or where
managed by other than Landlord or an affiliate thereof,  the amounts accrued for
management,  together with, in either case,  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.

        5.  Premiums for insurance  against  damage or loss to the Building from
such hazards as shall from time to time be generally  required by  institutional
mortgagees in the Suburban Route 495 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.

        6. If,  during  the Term of this  Lease,  Landlord  shall make a capital
expenditure,  the total cost of which is not  properly  includable  in Operating
Expenses for the Operating Year in which it was made,  there shall  nevertheless
be included in such  Operating  Expenses for the Operating  Year in which it was
made and in Operating  Expenses for each  succeeding  Operating  Year 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  Landlord,  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 Landlord in


                                      -39-
<PAGE>

accordance with generally accepted accounting principles and practices in effect
at the time of making such expenditure.

        7.  Costs  for  electricity,  water and  sewer  use  charges,  and other
utilities  supplied to the Property and not paid for directly (I.E.,  other than
by escalation payments) by tenants.

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

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

        10.  Landlord's  allocation  to the Building of the cost of any services
and  materials  provided to the Park, to the extent  serving or  benefiting  the
common areas or more than one building  (including the Building) in the Park, as
provided in Article 9 of the Lease.


                                      -40-
<PAGE>

                                    EXHIBIT D

                       CONTRACTOR'S INSURANCE REQUIREMENTS


        Building:

        Tenant:

        Premises:

        The  undersigned  contractor or  subcontractor  ("Contractor")  has been
        hired by the tenant or occupant  (hereinafter  called  "Tenant")  of the
        Building named above or by Tenant's  contractor to perform  certain work
        ("Work") for Tenant in the Premises  identified  above.  Contractor  and
        Tenant have requested the  undersigned  landlord  ("Landlord")  to grant
        Contractor  access to the Building and its facilities in connection with
        the  performance of the Work and Landlord agrees to grant such access to
        Contractor upon and subject to the following terms and conditions:

        1. Contractor agrees to indemnify and save harmless the Landlord's Agent
        and  their   respective   officers,   employees  and  agents  and  their
        affiliates,  subsidiaries and partners,  and each of them, from and with
        respect to any claims, demands, suits, liabilities, losses and expenses,
        including  reasonable  attorneys' fees,  arising out of or in connection
        with the Work (and/or imposed by law upon any or all of them) because of
        personal injuries,  bodily injury (including death at any time resulting
        therefrom)  and loss of or damage to property,  including  consequential
        damages,  whether such  injuries to person or property are claimed to be
        due to negligence of the Contractor, Tenant, Landlord or any other party
        entitled  to  be   indemnified   as  aforesaid   except  to  the  extent
        specifically  prohibited by law (and any such prohibition shall not void
        this Agreement but shall be applied only to the minimum extent  required
        by law).

        2.  Contractor  shall  provide and  maintain at its own  expense,  until
        completion of the Work, the following insurance:

        (a) Workmen's  Compensation and Employers,  Liability Insurance covering
        each and every workman  employed in, about or upon the Work, as provided
        for in each and every statute  applicable to Workmen's  Compensation and
        Employers' Liability Insurance.

        (b) Comprehensive  General Liability  Insurance  including coverages for
        Protective and Contractual  Liability (to specifically  include coverage
        for the indemnification  clause of this Agreement) for not less than the
        following limits:

        Personal Injury:

            $3,000,000 per person
            $10,000,000 per
            occurrence

            Property Damage:
            $3,000,000 per occurrence $3,000,000 aggregate

                                      -41-
<PAGE>

        (c) Comprehensive  Automobile  Liability  Insurance (covering all owned,
        non-owned  and/or hired motor vehicles to be used in connection with the
        Work) for not less than the following limits:

                  Bodily Injury:
                  $1,000,000 per person
                  $1,000,000 per occurrence

                  Property Damage:
                  $1,000,000 per occurrence

            Contractor shall furnish a certificate from its insurance carrier or
        carriers to the Building office before commencing the Work, showing that
        it has complied  with the above  requirements  regarding  insurance  and
        providing  that the  insurer  will give  Landlord  ten (10) days'  prior
        written notice of the cancellation of any of the foregoing policies.

        3.  Contractor  shall require all of its  subcontractors  engaged in the
        Work to provide the following insurance:

        (a) Comprehensive  General Liability Insurance including  Protective and
        Contractual  Liability coverages with limits of liability at least equal
        to the limits stated in paragraph 2(b).

        (b) Comprehensive  Automobile  Liability  Insurance (covering all owned,
        non-owned  and/or hired motor vehicles to be used in connection with the
        Work) with limits of  liability  at least equal to the limits  stated in
        paragraph 2(c).

        Upon the  request  of  Landlord,  Contractor  shall  require  all of its
subcontractors  engaged  in  the  Work  to  execute  an  Insurance  Requirements
agreement in the same form as this Agreement.

        Agreed to and executed this day of               , 20   .

                                    Contractor:  Landlord:

                                    By:


                                    By:


                                    By:


                                      -42-
<PAGE>


                                    EXHIBIT E

                              (Commencement Letter)



                                                             _________, 200


[Name of Contact]
[Name of Tenant]



        RE: [Name of Tenant]
            [Premises Rentable Area and Floor]

Dear [Name of Contact]:

        Reference is made to that certain Lease,  dated as of _____,  200 ,_____
between as Landlord and as Tenant,  _______ with respect to approximately square
feet of space on the floor of , Massachusetts. In accordance with Section 4.1 of
the Lease,  this is to confirm  that the  Commencement  Date of the term of such
Lease  occurred  on , and that the Initial  Term of such Lease  shall  expire on
_________. If the foregoing is in accordance with your understanding,  would you
kindly execute this letter in the space provided  below,  and return the same to
us for  execution  by  Landlord,  whereupon  it will become a binding  agreement
between us.

                                    Very truly yours,



                                          By:
                                             (Vice) President

Accepted and Agreed:

[Name of Tenant]

By:

     Name:

     Title:

     Date:




                                      -43-
<PAGE>

                                    EXHIBIT F

                                 WORK AGREEMENT

Terms used but not defined in this  Exhibit  shall have the meaning  ascribed to
them in the Lease.

A.      TENANT'S AUTHORIZED REPRESENTATIVE. Tenant designates __________________
        _________________________________ ("Tenant's Authorized Representative")
        as the person authorized to initial all plans,  drawings,  change orders
        and approvals pursuant to this Exhibit.  Landlord shall not be obligated
        to  respond  to or act upon  any  such  item  until  such  item has been
        initialed by Tenant's Authorized Representative.

B.      CONSTRUCTION OF THE PREMISES.  Landlord  shall, at its expense,  install
        the  initial  improvements  specified  in the  Plans to be  prepared  by
        Landlord  in  accordance  with  Section  4.2 of the  Lease  ("Landlord's
        Work").  Landlord  shall not be obligated  to provide any  improvements,
        other than Landlord's  Work. The Landlord's Work expressly  excludes any
        work related to any Tenant's  furniture,  computers,  communication  and
        other business  equipment and/or wiring and all other personal  property
        and trade fixtures.  Notwithstanding  the foregoing,  if Tenant requests
        that Landlord  perform  additional items of work which are not specified
        in the Plans,  and if Landlord  approves such request,  Tenant shall pay
        for all costs associated  therewith as provided for in Section E hereto.
        Promptly upon  completion of the revised  Plans,  Landlord  shall notify
        Tenant in writing of the increased cost in the Landlord's  Work, if any,
        resulting from such  additional  items of work.  Tenant,  within one (1)
        Business Day,  shall notify  Landlord in writing,  whether it desires to
        proceed   with  such   revisions.   In  the  absence  of  such   written
        authorization,  Landlord  shall have the option to continue  work on the
        Premises   disregarding   the  requested   revision.   Tenant  shall  be
        responsible  for any delay in completion of the Premises  resulting from
        any such revisions. Notwithstanding anything herein to the contrary, all
        revisions  to this  Exhibit  F  shall  be  subject  to the  approval  of
        LANDLORD. All amounts payable by Tenant pursuant to this Exhibit F shall
        be considered  additional rent and subject to all applicable  provisions
        of  the  Lease.  Notwithstanding  the  foregoing,  except  as  otherwise
        expressly  provided  herein,  Landlord  shall not be required to perform
        work which would (i) require  changes to  structural  components  or the
        exterior design of the Building,  (ii) require any material modification
        to the Building's mechanical  installations or installations outside the
        Premises,  (iii) not comply with all Laws, (iv) be incompatible with the
        building plans filed with appropriate  governmental  authorities or with
        the occupancy of the Building as a first-class  office building,  or (v)
        delay the  completion  of any other work in the  Building.  Any  changes
        required by any government  department affecting the construction of the
        Building  or the  Premises  shall not be deemed to violate  any plans or
        provisions of this Exhibit F, and shall be accepted by Tenant.

C.      SCHEDULE.

        a.      If any plans and drawings are prepared by  Landlord's  architect
                or  engineer,  such  plans  and  drawings  will be  prepared  on
                Tenant's  behalf and Tenant shall be responsible  for the timely
                completion  of all  plans  and  working  drawings  and for their
                compliance with all applicable laws and codes. Certain plans and
                specifications  for the  Building  are  available  for  Tenant's
                inspection at the property manager's offices. Any plans prepared
                by other than Landlord's architect or engineer shall be prepared
                by a licensed architect and engineer approved by Landlord, shall
                be in a form  sufficient  to secure the  approval of  government
                authorities with  jurisdiction  over the approval  thereof,  and
                shall be otherwise satisfactory to Landlord.

                                      -44-
<PAGE>

        b.      Attached  hereto  as  Schedule  I  are  the  specifications  for
                Landlord's  Work.  Based on Exhibit A and  Schedule I,  Landlord
                will prepare the Plans,  including all specifications,  details,
                finishes  (including,   without  limitation,  paint  and  carpet
                selections),   elevations  and  sections,   and  shall  indicate
                partition layout, door location,  special equipment types, floor
                load  requirements  exceeding  fifty (50) pounds per square foot
                live load,  telephone and electrical outlet  locations,  and the
                seating capacity of all conference  rooms.  Tenant shall provide
                such  information  as  Landlord  deems  necessary  in  order  to
                complete the Plans.

D.      APPROVAL.  All Plans and any revisions to the Plans  requested by Tenant
        shall be subject to Landlord's written approval. Any such approval shall
        not  constitute  either (a)  approval of any delay caused by Tenant or a
        waiver of any right or remedy  that may arise as a result of such delay,
        or (b) Landlord's  representation  that such approved Plans or revisions
        comply with all Laws.

E.      REVISIONS.  If Landlord  submits an estimate of the additional  expenses
        attributable  to a revision  (which shall include any  applicable  state
        sales  or  use  tax  thereon  and  a  fee  for  Landlord's  construction
        management  in an amount  not less than five  percent  (5%) of the total
        cost), then Tenant shall pay such estimated additional expenses prior to
        the  performance of the work  contemplated  by such  revision.  Landlord
        shall not be obligated to commence any such  additional  work until such
        payment is received.  If the actual additional expenses  attributable to
        such revision  exceed such estimated  additional  expenses,  then Tenant
        shall pay the  amount of such  excess no later  than the  earlier of the
        Premises  Commencement Date or ten (10) days after Tenant's receipt of a
        bill therefor.  If such estimated  additional expenses exceed the actual
        additional  expenses  attributable to such revision,  then the amount of
        such excess shall be credited against the next  installment(s)  of Basic
        Rent.


                                      -45-
<PAGE>

                                   SCHEDULE I

                                 SPECIFICATIONS


                                      -46-