<TABLE>
<CAPTION>

                                                                    Exhibit 10.1

                                      LEASE

                           ARTICLE I - REFERENCE DATA


1.01 Subjects Referred To: Each reference in this Lease to any of the following
subjects shall be construed to incorporate the data stated for that subject in
this Article:

<S>                                                    <C>
LANDLORD and LANDLORD'S ADDRESS:                       Perimeter Realty
                                                       c/o Nelson & Small, Inc,
                                                       212 Canco Road
                                                       Portland, Maine 04103

TENANT and TENANT'S ADDRESS:                           AssureTec Systems, Inc.
                                                       340 Granite St., Suite 200
                                                       Manchester, NH 03102

TENANT'S SPACE (the "Space" or "Premises"):            Approximately 6,300 Sq.Ft. in the building
                                                       located at 200 Perimeter Road, Manchester, NH
                                                       designated as "Space B" and outlined in yellow on
                                                       the floor plan attached,

SCHEDULED TERM COMMENCEMENT DATES:                     The term relative to Space B (6,300 Sq, Ft.)
                                                       commences July 1, 2002.

TERM:                                                  From the Commencement Date through June 30, 2004.

ANNUAL BASE RENT:                                      $42,525.00 as to 6,300 Sq. Ft., or $6.75 NNN per
                                                       Sq. Ft.

MONTHLY BASE RENT:                                     $3,543.75

SECURITY DEPOSIT:                                      $3,543.75

RENTABLE FLOOR AREA OF TENANT'S PREMISES:              Approximately 6,300 Sq. Ft.

RENTABLE FLOOR AREA OF THE BUILDING:                   Approximately 67,500 square feet

TENANT'S PROPORTIONAL SHARE OF GROSS RENTABLE
FLOOR SPACE IN BUILDING:                               9.33%

PERMITTED USES:                                        General Office and Warehouse

OPTION TO RENEW:                                       One (1) additional three (3) year period provided
                                                       Tenant is not in default of the Lease and gives
                                                       Landlord at least six (6) months written notice
                                                       of its intent to exercise such option. The rental
                                                       rate for the three (3) year option shall be seven
                                                       ($7.00) dollars per Sq. Ft. NNN.

COMPREHENSIVE GENERAL LIABILITY COMBINED SINGLE
LIMIT INCLUDING BROAD FORM COMPREHENSIVE GENERAL
LIABILITY COVERAGE:                                    $2,000,000



<PAGE>


PARKING:                                               Tenant shall have the exclusive right to use
                                                       up to 20 parking spaces in the parking areas
                                                       in front of the Premises as designated from
                                                       time to time by the Landlord. (Landlord
                                                       reserves the right to give other tenants and
                                                       their invitees exclusive parking spaces in
                                                       areas not designated as such for Tenant.)
                                                       Parking spaces not designated may be used by
                                                       all tenants in common; however, tractor
                                                       trailer traffic will be directed to park
                                                       away from Tenant's designated area and the
                                                       access driveway adjacent to designated area.

PERSONAL GUARANTEES:                                   The Principals of AssureTec Systems, Inc.
                                                       shall personally guarantee this Lease and
                                                       shall provide both personal and corporate
                                                       financial statements for the approval of
                                                       Landlord.


                                       -2-

</TABLE>
<PAGE>


1.02     Table of Contents and Sections

INDEX                                                                       PAGE

ARTICLE I             REFERENCE DATA...........................................1

ARTICLE II            PREMISES AND TERM........................................4

ARTICLE III           RENT.....................................................4

ARTICLE IV            LANDLORD COVENANTS ......................................7

ARTICLE V             TENANT COVENANTS ........................................8

ARTICLE VI            ASSIGNMENT AND SUBLETTING  .............................12

ARTICLE VII           SUBORDINATION AND ESTOPPEL  ............................12

ARTICLE VIII          CASUALTY DAMAGE AND EMINENT DOMAIN .....................13

ARTICLE IX            TENANT DEFAULT .........................................13

ARTICLE X             LANDLORD SELF-HELP .....................................14

ARTICLE XI            LIMITATION OF LIABILITY ................................14

ARTICLE XII           LANDLORD DEFAULT .......................................15

ARTICLE XIII          WAIVER OF RIGHTS  ......................................15

ARTICLE XIV           NOTICES  ...............................................15

ARTICLE XV            SUCCESSORS AND ASSIGNS .................................15

ARTICLE XVI           HOLDOVER................................................15

ARTICLE XVII          SECURITY DEPOSIT........................................15

ARTICLE XVIII         MISCELLANEOUS...........................................16

                          Signature Page......................................17

1.03       Exhibits

             A.       Floor Plan .............................................18

             B.       Landlord's Work.........................................19


                                       -3-
<PAGE>

                         ARTICLE II - PREMISES AND TERM


     2.01 Landlord hereby LEASES unto Tenant and Tenant hereby hires from
Landlord Tenant's space (the "Premises") which is shown as the area marked on
the plan attached hereto, made a part hereof and marked Exhibit A. The Premises
shall be used by Tenant only for those purposes designated in Article I and for
no other purpose or purposes without the prior written consent of Landlord,
which shall not be unreasonably withheld.

     2.02 Tenant shall have and hold the Premises, unless sooner terminated as
herein provided, commencing on the Scheduled Term Commencement Dates. It is
contemplated that the Landlord will deliver Space B to the Tenant for occupancy
on or before July 1, 2002.


                               ARTICLE III - RENT

     3.01 Tenant shall pay base rent in equal monthly installments in advance on
the first day of each month during the term hereof, commencing on the Scheduled
Rent Commencement Date, said rent to be prorated for portions of a calendar
month at the beginning or end of said term, all payments to be made to Landlord
or to such agent and at such place as Landlord shall from time to time in
writing designate, the following being now so designated: c/o Nelson & Small,
Inc., 212 Canco Road, Portland, Maine 04103. The Landlord has agreed to credit
to the Tenant the base rent for one (1) month (July 2002), in exchange for the
cost of Tenant's improvements. Tenant will pay the CAM charges for the month of
July 2002, even though base rent is being waived. If Tenant does not pay base
rent, supplemental and additional rents, other fees and charges when due
pursuant to the terms of this Lease, then Landlord, in its sole discretion, may
charge, in addition to any other remedies it may have, a late charge for each
month or part thereof that Tenant fails to pay the amount due after the due
date. The late charge shall be one-twelfth (1/12) of the prime rate at
BankNorth, N.A., or its successor, existing at the time that the late charge is
to be assessed, multiplied by the amount unpaid.

     3.02 Landlord will determine as of the last day of each year the Operating
Expenses (sometimes referred to as "CAM Charges") per annum of the building and
its appurtenances and all exterior areas, yards, plazas, sidewalks, parking
areas, landscaping and the like then (i.e., as of the said last day of the year
concerned) located outside of the building but related thereto and the parcels
of land on which they are located (said building, appurtenances, exterior areas
and land hereinafter referred to in total as the "building"). Operating Expenses
include, but are not limited to:

          (a) All salaries, wages, fringe benefits, payroll taxes and workmen's
     compensation insurance premiums related thereto of and for Landlord's
     employees engaged in the operation of the building;

          (b) All costs, including monies paid to utility companies, the City of
     Manchester, New Hampshire, and any other entities, of furnishing
     electricity, heat, air-conditioning, steam, water, sewer, and gas services
     and facilities to the building, and all costs of furnishing such services
     and facilities;

          (c) All costs of any insurance carried by Landlord related to the
     building;

          (d) All costs, including material and equipment costs, for common area
     cleaning and janitorial services and for window cleaning;


                                       -4-
<PAGE>

          (e) All costs of maintaining the building including the operation and
     repair of heating equipment (if installed as a part of the building
     structure), and any other common building equipment and all other repairs,
     improvements, and replacements necessary to keep the building in a
     first-class condition, including, without limitation, repairs of and
     replacements to the exterior walls, roof, foundation and/or structural
     portions of the building (with respect to the replacement of capital items,
     Tenant's share shall be based upon the amortized costs of such items over a
     useful life which shall be reasonably determined by Landlord's accountant,
     at an interest rate equal to BankNorth, N.A. prime rate at the time of such
     capital replacement;

          (f) All costs of snow and ice removal, landscaping and grounds care;

          (g) All other costs of the management of the building including
     reasonable management fees to the Landlord or any other party equal to five
     percent (5%) of total base rents relating to the building;

          (h) All costs of all service and supply contracts relating to services
     and supplies referred to in subparagraphs (a) through (g) hereinabove and
     relating in any way to the operation, maintenance and management of the
     building by Landlord.

     Provided, however, that there shall not be included in such Operating
Expenses:

               (i) Taxes as provided for in Section 3.05 hereinbelow;

               (ii) Special services rendered to tenants, including Tenant, for
          which Landlord makes a specific charge to the tenants concerned;

               (iii) Any costs to the extent of any net amount Landlord has
          received reimbursement therefor from any person;

               (iv) Any costs to the extent they are the responsibility of
          tenants, including Tenant, under lease provisions and not Landlord;
          and

               (v) Interest and depreciation charges.

     Tenant shall pay to Landlord, as additional rent, an amount of additional
rent equal to (i) the Operating Expenses multiplied by (ii) Tenant's
proportional share of the building as established on page one (which includes
Tenant's proportional share of common areas); however, should Tenant's use of
building services or facilities exceed its proportionate share, then Tenant
shall pay to Landlord, as additional rent, an amount based on Tenant's
disproportionate share of the use of such services. Landlord shall provide
Tenant with a statement certified by an authorized representative of Landlord
showing Tenant's disproportionate share of any services. Such amount to be
apportioned for any fraction of the year in which the Commencement Date falls or
the term of this Lease ends.

     3.03 During each year of the term hereof, commencing on the Scheduled Term
Commencement Date, Tenant shall make monthly estimated payments to Landlord, as
supplemental rent, for Tenant's share of Operating Expenses for the then current
year. Said estimated monthly payments shall be made on the first day of each
month during the term hereof (said payments to be prorated for portions of a
calendar month at the beginning or end of said term) and shall be equal to
Tenant's monthly payments for its share of Operating Expenses shall be
determined by Landlord in its reasonable judgment.








                                       -5-
<PAGE>

     3.04 After the end of each fiscal year, Landlord shall deliver to Tenant a
statement, certified by an authorized representative of Landlord showing the
Operating Expenses for the prior year and also showing the Tenant's share of
such expenses. The Tenant shall, within thirty (30) days after such delivery,
pay the Tenant's share to the Landlord, as supplemental rent, less any estimated
payments. If the estimated payments exceed Tenant's share, then the excess shall
be applied to the next year's monthly payments for estimated Operating Expenses.

     3.05 Tenant shall pay to Landlord, as additional rent, an amount of
additional rent equal to (i) the Building Taxes multiplied by (ii) Tenant's
proportional share of the building. Such proportional shares include Tenant's
proportional share of common areas as established on page one. Any such amount
to be apportioned for any fraction of a year in which the Commencement Date
falls or the Term of this Lease ends. Such taxes shall be paid upon receiving an
invoice from Landlord upon a schedule consistent with the payment schedule to
the taxing authority.

     For purposes of this Lease, Building Taxes shall mean Taxes assessed and
levied against the real estate (which term shall include personal property to
the extent that elevators, air conditioning equipment or similar building
appurtenances for the use and benefit of all of the occupants of the building
are classified as personal property for tax purposes) which shall mean all real
estate taxes, betterments assessments (special or general, ordinary or
extraordinary), water and sewer taxes, and any other charges made by public
authority which upon assessment or upon failure of payment become a lien upon
the building of which the Premises are a part or the personal liability of
Landlord. Any one-time charges such as sewer assessments shall be amortized as
provided in Section 3.02(e) above.

     In the event Landlord is required to pay to any taxing authority any amount
as sale taxes, gross receipt taxes or any tax of like nature specifically
measured as a percentage of, or fraction of, or other factors based upon the
rent payable hereunder (whether in lieu of, or in addition to, real estate
taxes) then such amounts shall be treated as real estate taxes hereunder, Any
amounts which are payable to the Landlord pursuant to the provisions of this
paragraph shall, at the option of the Landlord, be payable at any time after the
payment of such taxes by the Landlord to the taxing authority concerned whether
such payments be required on a monthly, quarterly or other time interval basis.

     In addition, in the event Landlord is required to pay to any taxing
authority any amounts as income taxes which are in lieu of real estate taxes,
then such amounts shall be treated as real estate taxes hereunder; provided,
however, that neither this sentence nor the preceding paragraph shall be
interpreted as meaning that Tenant has any responsibility to pay, in part or in
whole, any of (or any increases in) Landlord's income taxes (including the
Business Profits Tax and the Business Enterprise Tax) to any taxing authority
except as the same are assessed and levied in lieu of real estate taxes.

     In the event that such taxes are abated, reduced or refunded for any year,
an equitable credit toward subsequent charges for Building Taxes due from Tenant
shall be made to reflect Tenant's pro rata share of such reduction less all
costs incurred by Landlord in securing the same, but the pendency of any
application or other proceeding relating to any such abatement, reduction or
refund shall not delay the computation and payment by Tenant of its share of any
such Charge.

     Landlord's current good faith estimate of Operating Expenses and Building
Taxes is $1.92 per square foot based on the year 2001 reconciliation. Tenant
acknowledges that this figure is a good faith estimate only and not a ceiling or
cap.

     3.06 In additional to all of the foregoing, Tenant agrees, for each fiscal
year, to pay its proportional share as established in Article I of any costs and
expenses (hereinafter "special costs and expenses") incurred by Landlord with

                                       -6-
<PAGE>

the consent of Tenant (which consent shall not be unreasonably withheld,
continued or delayed) in an effort by Landlord to reduce the operating and
maintenance costs of the building. At the end of each fiscal year, Landlord
shall deliver to Tenant a statement showing said "special costs and expenses"
and also showing Tenant's share of said amount. Tenant shall, within thirty (30)
days after said delivery, pay Tenant's share to Landlord as supplemental rent.


                         ARTICLE IV - LANDLORD COVENANTS


     4.01 Landlord shall furnish services as follows the cost of which services
shall be included in Operating Expenses and apportioned in accordance with
Section 3.02:

          (a) Heat to maintain the Premises and the common areas of the building
     at comfortable temperatures, except as otherwise required by law, executive
     order, rule or other regulation, up to 24 hours per day, 7 days per week.

          (b) Water for ordinary drinking, cleaning, lavatory and toilet
     facilities.

          (c) Cleaning and janitor service in common areas.

          (d) Maintenance and repair of the roof, exterior walls, foundation,
     structure, utility systems (to the extent located outside the Premises and
     not provided directly by Tenant), and common areas and common facilities of
     the building as necessary to maintain them in good order and condition;
     provided, however, that any such maintenance or repairs made necessary by
     fault or neglect of the Tenant or the employees and visitors of the Tenant
     shall be at the expense of the Tenant and Tenant shall pay all costs
     thereof.

     4.02 Landlord shall not be liable to Tenant for interruption in or
cessation of any service rendered to the Premises or building or agreed to by
the terms of this Lease, due to any accident, the making of material repairs,
material alterations or material improvements, labor difficulties, inability to
obtain fuel, electricity, service or supplies from the sources from which they
are usually obtained for said building, or any cause beyond the Landlord's
reasonable control. Landlord reserves the right to construct additions to the
Building of which the Premises are a part and to reasonably adjust parking
and/or traffic during such work.

     4.03 Landlord shall maintain a policy of fire and extended coverage
insurance on the Premises in such amounts and with such companies as shall from
time to time be reasonably satisfactory to Landlord. Landlord shall provide
Tenant with a copy of said insurance policy. The cost of such insurance shall be
included in Operating Expenses and apportioned in accordance with Section 3.02.

     4.04 Landlord represents and warrants that Landlord is the lawful owner, of
record and beneficially, of the Premises and has unrestricted power and
authority to lease the Premises or any portion of the Premises to Tenant in
accordance with the terms of this Lease. Landlord will take all steps necessary
to subdivide or otherwise insure the leaseability of the Premises.

     4.05 So long as Tenant pays the rent and performs all of its obligations in
this Lease, Tenant's possession of the Premises will not be disturbed by
Landlord, or anyone claiming by, through or under Landlord, or by the holders of
the mortgages described in Article VII hereof.

     4.06 Landlord represents and warrants to Tenant that on the date of
delivery of possession of the Premises to Tenant, Landlord has received no
notice of violation or other indication of failure to comply with, and is aware

                                       -7-
<PAGE>

of no condition which would give rise to such a notice or indication relating to
any and all laws, ordinances, orders, rules, regulations and other governmental
requirements relating to the use, condition and occupancy of the Premises, and
all rules, orders, regulations and requirements of the board of fire
underwriters or insurance service office, or any similar body having
jurisdiction over the Premises. Should such a notice or indication be received
which in any way materially interferes with Tenant's use and enjoyment of the
Premises and should the condition giving rise to such notice or indication not
be corrected within thirty (30) days, Tenant may, but need not, at any time
during such interference, terminate this Lease upon thirty (30) days' prior
notice.


                          ARTICLE V - TENANT COVENANTS


     5.01 Tenant acknowledges by entry thereupon that the Premises are in good
and satisfactory order, repair and condition, and accepts the Premises in "as
is" condition in reliance on Landlord's representations and warranties set forth
herein and covenants during said term and further time as the Tenant holds any
part of the Premises:

          (a) To pay, when due, all rent and other charges set forth herein; all
     charges for electricity, telephone, and other communication systems used
     at, and supplied to, the Premises, and other utilities not provided by
     Landlord; and notwithstanding anything to the contrary contained herein,
     Tenant shall be responsible for all heating and air conditioning charges
     for the Premises to the extent such Premises are served by independently
     controlled and metered systems.

          (b) To keep the Premises and all utility systems located within the
     Premises and/or provided directly by Tenant in as good order, repair and
     condition as the same are in at the commencement of said term, or may be
     put in thereafter, damage by fire or unavoidable casualty and reasonable
     use and wear excepted; and, at the termination of this Lease, peaceably to
     yield up the Premises and all additions, alterations and improvements
     thereto in such good order, repair and condition, first removing all goods
     and effects not attached to the Premises, repairing all damage caused by
     such removal, and leaving the Premises clean and tenantable. If Landlord in
     writing permits Tenant to leave any such goods and chattels at the
     Premises, and the Tenant does so, Tenant shall have no further claims and
     rights in such goods and chattels as against the Landlord or those claiming
     by, through or under the Landlord. Notwithstanding anything to the contrary
     herein, if Tenant has leased ground floor space, to keep all plate glass
     windows in good repair and condition and to carry adequate insurance to
     provide for the replacement of any such plate glass which is damaged or
     destroyed. Tenant shall keep the air conditioning equipment and system
     serving the Premises in good repair and condition.

          (c) Not to injure or deface the Premises or building; not to permit on
     the Premises any auction sale, nuisance, objectionable noise or odor; not
     to permit the use of the Premises for any purpose other than set forth
     herein or any use thereof which is improper, offensive, contrary to law or
     ordinance, or liable to invalidate or increase the premiums for any
     insurance on the building or its contents or liable to render necessary any
     alterations or additions to the building, other than as set forth in this
     Lease, or as otherwise agreed to in writing by Landlord and Tenant.

          (d) Not to obstruct in any manner any portion of the building not
     hereby demised or the sidewalks or approaches to said building or any
     inside or outside windows or doors; and to conform to all reasonable rules
     and security regulations now or hereafter made by Landlord for the care and
     use of the Premises, the building, its facilities and approaches.

                                       -8-
<PAGE>

          (e) Not to assign this Lease nor make any sublease at any time, except
     as set forth in Article VI.

          (f) Not to make any alterations or additions, nor to permit the making
     of any holes in any part of said building, nor to overload any floor of the
     Premises, nor to paint or place any signs, drapes, curtains, shades,
     awning, aerials or flagpoles or the like, visible from outside of the
     Premises, that is from outdoors or from any corridor or other common area
     within the building, nor to permit anyone except the Tenant to use any part
     of the Premises for desk space or for mailing privileges without on each
     occasion obtaining prior written consent of the Landlord.

          (g) That the Landlord may enter the Premises to install, maintain,
     use, repair and replace pipes, ducts, wires, meters and any other
     equipment, machinery, apparatus and fixtures in the Premises to serve the
     Premises and to serve other parts of said building.

          (h) To save Landlord harmless and indemnified from any injury, loss,
     claim or damage to any person or property while on or about the Premises,
     except to the extent it is the result of the negligence or willful
     misconduct of Landlord or its employees, and to any persons or property
     caused by Tenant or its employees, agents or visitors.

          (i) To insure Tenant and Landlord, as their interests appear, with
     Comprehensive General Liability Coverage including Broad Form Comprehensive
     General Liability coverage on the Premises, in such amounts and with such
     companies and against such risks as the Landlord shall reasonably require
     and approve but in amounts no less than two million dollars combined single
     limit.

          (j) To hold all property of Tenant, including fixtures, furniture,
     equipment and the like of the Tenant, or of any other owner situated at the
     Premises, at Tenant's own risk, and to pay when due all taxes assessed
     during the term of this Lease against any leasehold interest or personal
     property of any kind owned or placed in, upon or about the Premises by
     Tenant.

          (k) That, without limitation of any other provision herein, Landlord
     and its employees shall not be liable for any injuries to any person or
     damages to property due to the building or any part thereof, or any
     appurtenance thereof, being in need of repair or due to the happening of
     any accident in or about the building or the Premises or due to any act or
     neglect of any tenant of the building or of any employee, customer or
     visitor of Tenant, except to the extent that such injuries or damages
     result from the willful misconduct or negligence of Landlord or its
     employees, agents or visitors. Without limitation, this provision shall
     apply to injuries and damage caused by nature, rain, snow, ice, wind,
     frost, water, steam, gas or odors in any form or by the bursting or leaking
     of windows, doors, walls, ceilings, floors, pipes, gutters, or other
     fixtures; and to damage caused to fixtures, furniture, equipment and the
     like situated at the Premises, whether owned by the Tenant or others.

          (1) To permit Landlord or its agents to examine the Premises at
     reasonable times and, if Landlord shall so elect, to make any repairs or
     additions Landlord may deem necessary and, at Tenant's expense to remove
     any alterations, additions, signs, drapes, curtains, shades, awnings,
     aerials or flagpoles, or the like, not consented to in writing; and to show
     the Premises to prospective purchases and mortgagees; to show the Premises
     to prospective tenants during the six (6) months preceding the expiration
     of this Lease.

                                       -9-
<PAGE>

          (m) To permit Landlord at any time or times to decorate and to make,
     at its own expense and without materially worsening the appearance of the
     building, repairs, alterations, additions and improvements, structural or
     otherwise, in or to said building or any part thereof, and during such
     operations to take into and through the Premises or any part of the
     building all materials required work in a manner which will cause Tenant
     minimum inconvenience.

          (n) To insure Landlord and Tenant, as their interests appear, against
     loss of the contents and improvements of the Premises under standard New
     Hampshire form policies, against fire and standard extended coverage risks,
     with waiver of subrogation if such waiver can be obtained without charge.

          (o) To pay Landlord's expenses, including reasonable attorney's fees,
     incurred in successfully enforcing any obligation of this Lease which has
     not been complied with.

          (p) Not to permit in good faith any employee of Tenant to violate any
     covenant or obligation of Tenant hereunder.

          (q) Not to suffer or permit any lien of any nature or description to
     be placed against the building, the Premises or any portion thereof, and to
     promptly provide Landlord with mechanic's lien waivers for any work done by
     Tenant in the Premises; and if the Tenant should fail to remove such lien
     after being so requested by the Landlord, the Landlord shall be empowered
     to take any action to remove said lien, including but not limited to the
     payment of money, and the Tenant will then be liable for such expenses
     incurred by the Landlord as supplemental rent; this provision shall not be
     interpreted as meaning that the Tenant has any authority or power to permit
     any lien of any nature or description to attach to or to be placed upon the
     Landlord's title or interest in the building, the Premises, or any portion
     thereof. At Landlord's request, Tenant agrees to deliver to Landlord, not
     later than three (3) days after receipt of such request, a certificate
     certifying as to any actions taken by Tenant which may create a lien
     against the building.

          (r) To keep the Premises equipped with all safety appliances required
     by law or any public authority because of the use made by the Tenant of the
     Premises.

          (s) That the rights and remedies to which the Landlord may be entitled
     under the terms of this Lease are cumulative and are not intended to be
     exclusive of any other rights or remedies to which the Landlord may be
     properly entitled in case of any breach or threatened breach by Tenant of
     any portion of the Lease.

          (t) That acceptance by Landlord of a lesser sum than the base rent,
     supplemental rent or other fees or charges then due shall not be deemed to
     be other than on account of the earliest installment of such rent or other
     fees or charges due, nor shall any endorsement or statement on any check or
     any letter accompanying any check or payment as rent or other payments be
     deemed an accord and satisfaction and Landlord may accept such check or
     payment without prejudice to Landlord's right to recover the balance of
     such installment or pursue any other remedy in this Lease. The delivery of
     keys to any employee thereof shall not operate as a termination of this
     Lease or a surrender of the Premises.

          (u) That without limitation of anything elsewhere herein contained,
     the Landlord may,

               (i) designate and change the name and street address of the
          building; provided, however, that the Landlord shall first give
          reasonable notice thereof to the Tenant;

                                      -10-
<PAGE>

               (ii) retain and use in appropriate instances keys to all doors
          within and into the Premises and to change the locks to the Premises
          if Landlord deems it advisable. No lock shall be changed nor shall any
          additional locks be added by Tenant without the prior written consent
          of Landlord, such that will not be unreasonably withheld.

               (iii) have access to any mail chutes located in the Premises
          according to the rules of the United States Post Office;

               (iv) enter upon the Premises and exercise any and all of
          Landlord's rights without being deemed guilty of an eviction or
          disturbance of Tenant's use or possession and without being liable in
          any manner to Tenant.

               (v) That Tenant shall not remove any of its fixtures or personal
          property from the Premises at any time that Tenant is in default under
          any of the terms of this Lease; in addition, if Tenant intends to
          cease or ceases the operation of its business, it may not remove its
          fixtures and personal property from the Premises unless Tenant first
          pays to Landlord three (3) months base rent to be held by Landlord to
          secure Tenant's obligations under the terms of this Lease for the
          remainder of the term which shall be returned to Tenant if Tenant
          fulfills all of its obligations under this Lease. Notwithstanding the
          foregoing, this provision shall not apply to any lender who has a
          valid security interest in Tenant's fixtures and/or property.

               (w) That, with respect to any flammable fluids, chemicals,
          hazardous, toxic or special wastes, materials or substances including
          asbestos, waste oil and petroleum products (the "Hazardous Materials")
          which Tenant, its agent or employees, may use, handle, store or
          generate in the conduct of its business at the Premises Tenant will:
          (i) comply with all applicable laws, ordinances and regulations which
          relate to the treatment, storage, transportation and handling of the
          hazardous storage, transportation and handling of the Hazardous
          Materials; (ii) in no event permit or cause any disposal of Hazardous
          Materials, in, on or about the floor or in any drainage system or in
          the trash containers which are customarily used for the disposal of
          solid waste; (iii) with respect to any off-site disposal, shipment,
          storage, recycling or transportation of any Hazardous Materials,
          properly package the Hazardous Materials and shall cause to be
          executed and duly filed and retain all records required by federal,
          state or local law; (iv) at all reasonable times permit Landlord or
          its agents or employees to enter the Premises to inspect the same for
          compliance with the terns of the Paragraph and will further provide
          upon five (5) days notice from Landlord copies of all records which
          Tenant may be obligated to obtain and keep in accordance with the
          terms of this Paragraph; and (vi) upon termination of this Lease, at
          Tenant's expense, remove all Hazardous Materials from the Premises and
          comply with applicable state, local and federal laws as the same may
          be amended from time to time. Tenant agrees to deliver the Premises to
          Landlord at the termination of this Lease free of all pollutants,
          contaminants, special wastes, underground storage tanks, asbestos,
          waste oil, petroleum and any other hazardous, pathological,
          radioactive, dangerous or toxic substances, materials or wastes not
          existing as of the Scheduled Term Commencement Date. The terms used in
          this Paragraph shall include, without limitation, all substances,
          materials, etc., designated by such terms under any laws, ordinances
          or regulations, whether federal, state or local. Tenant further agrees
          to (a) hold harmless and (b) indemnify Landlord for and against any
          and all claims, loss, costs, damages and expenses, including
          attorneys' fees, which may arise in the event that Tenant fails to
          comply with any of the provisions contained in this Paragraph. The
          terms of this Paragraph shall expressly survive the expiration or
          earlier termination of this Lease. Notwithstanding anything to the
          contrary contained in this Paragraph 5.01(w), Tenant shall not be
          liable to Landlord for and shall have no obligation hereunder to
          remove any Hazardous Materials existing on the Premises prior to the
          time of Tenant's first occupancy of the Premises. Furthermore,

                                      -11-
<PAGE>

          Landlord hereby represents and warrants that it has no knowledge of
          any violation of any applicable laws, ordinances and regulations
          relating to the treatment, storage, transportation or handling of
          Hazardous Materials with respect to the Premises, nor has Landlord
          received any written or other notice of the same.

               (x) Landlord shall allow Tenant, at Tenant's expense, the right
          to install Tenant's standard sign package on the marquee directly in
          front of the space. All signage shall be subject to Landlord and local
          governmental approval. Landlord's approval shall not be unreasonably
          withheld.


                     ARTICLE VI - ASSIGNMENT AND SUBLETTING

     6.01 Tenant will not, by operation of law or otherwise, assign, mortgage or
encumber this Lease, nor sublet or permit the Demised Premises or any part
thereof to be used by others, without in each instance having first received the
express written consent of Landlord, which consent shall not be unreasonably
withheld. In the event that Tenant proposes to sublease or assign the entire
Premises, Landlord shall have the option of terminating this Lease and dealing
directly with the prospective subtenant or assignee. The consent by Landlord to
any assignment or subletting shall not in any manner be construed to relieve
Tenant from obtaining Landlord's express written consent to any other or further
assignment or subletting nor shall any such consent by Landlord serve to relieve
or release Tenant from its obligations to fully and faithfully observe and
perform all of the terms, covenants and conditions of this Lease on Tenant's
part to be observed and performed. Any net profits, to the Tenant after Tenant's
unamortized cost of marketing and Tenant improvements have been deducted, shall
be split between Landlord and Tenant 50%-50%.


                    ARTICLE VII - SUBORDINATION AND ESTOPPEL

     7.01 Tenant agrees at the request of Landlord to subordinate this Lease to
any mortgage placed upon the Premises by Landlord and, if required by the
mortgagee, to agree not to prepay rent more than ten (10) days in advance to
provide said mortgagee with notice of and reasonable opportunity to cure any
defaults by Landlord, and not to amend, modify or cancel this Lease without
mortgagee's written consent, provided that the holder of such mortgage enters
into an agreement with Tenant by the terms of which such holder agrees not to
disturb the Tenant in its possession of the Premises so long as Tenant continues
to perform its obligations hereunder and, in the event of acquisition of title
by said holder through foreclosure proceedings or otherwise, to accept Tenant as
Tenant of the Premises under the terms and conditions of this Lease, and Tenant
agrees to recognize such holder or any other person acquiring title to the
Premises as having the rights of the Landlord and to attorn to said holder or
other person if requested. Tenant and Landlord agree to execute and deliver any
appropriate instruments necessary to carry out the foregoing provisions.

     7.02 The Tenant within three days upon request in person or within ten days
upon request by mail, shall furnish to the Landlord a written statement, duly
acknowledged, setting forth the rental amounts due under this Lease agreement,
the terms of payment and expiration date or renewal option of the Lease, the
date to which rent has been paid, an acknowledgment that rent has not been
prepaid, whether any offset or defenses exist against the rent due, and if any
are alleged to exist, the nature thereof shall be set forth in detail, and any
other information reasonably requested in connection with this Lease. The
failure of Tenant to execute, acknowledge, and deliver to Landlord a statement
in accordance with the provisions of this paragraph within the period set forth
shall constitute acknowledgment by Tenant, which may be relied upon by Landlord

                                      -12-
<PAGE>

and third parties that this Lease has not been assigned, amended, changed or
modified, is in full force and effect and that the Rent, Tenant's share of
Common Area Expenses and Taxes and Utility Charges have been duly and fully paid
not beyond the respective due dates immediately preceding the date of the
request for such statements a waiver of any defaults by Landlord or defenses or
offsets against the enforcement of this Lease by Landlord which may exist prior
to the date of the written request, and Landlord, at its option, may treat such
failure as an event of default.

     7.03 Tenant agrees to give any mortgagees and/or trust deed holders by
registered mail, a copy of any Notice of Default served upon the Landlord,
provided that prior to such notice Tenant has been notified, in writing (by way
of Notice of Assignment of Rents and Leases, or otherwise) of the address of
such mortgagees and/or trust deed holders. Tenant further agrees that if
Landlord shall have failed to cure such default within the time provided for in
this Lease, then the mortgagees and/or trust deed holders shall have an
additional thirty (30) days within which to cure such default or if such default
cannot be cured within that time, then such additional time as may be necessary
if within such thirty (30) days, any Mortgagee and/or Trust Deed Holder has
commenced and is diligently pursuing the remedies necessary to cure such default
(including but not limited to commencement of foreclosure proceedings, if
necessary, to effect such cure), in which event this Lease shall not be
terminated while such remedies are being so diligently pursued.

     7.04 Landlord agrees, upon request of Tenant, to execute such waivers as
may reasonably be requested by Tenant or its lenders, disclaiming any interest
in Tenant's personal property located in the Premises.


                ARTICLE VIII - CASUALTY DAMAGE AND EMINENT DOMAIN

     8.01 If the Premises, the building, or any substantial part of either,
shall be taken by any exercise of the right of eminent domain or shall be
destroyed or damaged by fire or unavoidable casualty or by action of any public
or other authority, or shall suffer any direct consequential damage for which
Landlord and Tenant, or either of them, shall be entitled to compensation by
reason of anything done in pursuance of any public or other authority during
this Lease or any extension thereof, then this Lease shall terminate at the
election of Landlord which election may be made whether or not Landlord's entire
interest has been divested; and if Landlord shall not so elect, then in case of
such taking, destruction or damage rendering the Premises unfit for use and
occupation, a just proportion of said rent according to the nature and extent of
the injury shall be abated until the Premises, or in the case of a partial
taking what may remain thereof, shall have been put in proper condition for use
and occupation. Landlord reserves and excepts all rights to damages to the
Premises and building and the leasehold hereby created, accrued or subsequently
accruing by reason of anything lawfully done in pursuance of any public, or
other, authority. Landlord shall give Tenant notice of its decision to terminate
this Lease or restore the Premises within ninety (90) days after any occurrence
giving rise to Landlord's right to so terminate or restore. Notwithstanding
anything to the contrary, Landlord's obligation to put the Premises or the
building in proper condition for use and occupation shall be limited to the
amount of the proceeds from any insurance policy or policies or of damages which
accrue by reason of any taking by a public or other authority, which are
available to Landlord for such use.


                           ARTICLE IX - TENANT DEFAULT

     9.01 If Tenant shall neglect or fail to make any rental payment within
seven (7) days after date of written notice of such default by Landlord, or if
Tenant shall fail to cure a default in the performance of any of the other of
the Tenant's covenants, agreements or obligations within thirty (30) days after

                                      -13-
<PAGE>

date of written notice of such default by Landlord, or if the leasehold hereby
created shall be taken on execution, or by other process of law, or if any
assignment shall be made of Tenant's property for the benefit of creditors, or
if a receiver, guardian, conservator, trustee in bankruptcy or similar officer
shall be appointed by a court of competent jurisdiction to take charge of all or
any part of Tenant's property, or if a Tenant commits any act of bankruptcy, or
if a petition is filed by Tenant under any bankruptcy, insolvency or other
debtor relief law, and is not dismissed within ninety (90) days from the date
upon which it is filed, then, and in any of said cases, Landlord lawfully may
immediately or at any time thereafter and without demand or notice or the
necessity of compliance with any statute in any manner relating to summary
process, enter upon the Premises and repossess the same and expel Tenant and
those claiming through or under Tenant and remove their effects, forcibly if
necessary, without being deemed guilty of any manner of trespass and without
prejudice to any rights or remedies which might otherwise be used for arrears of
rent or previous breach of covenant, and upon such entry, all rights of Tenant
under this Lease shall terminate; and Tenant covenants that in case of such
termination, Tenant shall forthwith pay to Landlord at Landlord's election as
damages either: a) a sum equal to the amount by which the rent and other
payments called for hereunder for the remainder of the original term and of any
extension thereof exceed the fair rental value of the Premises for the remainder
of the original term and of any extensions thereof, and, in addition thereto
will during the remainder of the original term and of any extension thereof pay
to Landlord on the last day of each calendar month the difference, if any ,
between the rental which would have been due for such month had there been no
such termination and the sum of the amount being received by Landlord as rent
from occupants of the Premises, if any, and the applicable prorated amount of
the damages previously paid to Landlord, or b) as of the date of such
termination, Tenant shall immediately be liable for and pay Landlord the entire
unpaid rental and all other balances due under this Lease for the remainder of
the Term. The Landlord shall make reasonable effort to secure a rental equal to
the prevailing local rate for the Premises concerned. In addition, Tenant agrees
to pay to Landlord, as damages for any above described breach, all costs of
reletting the Premises including, but not limited to, real estate commissions.


                          ARTICLE X-LANDLORD SELF-HELP

     10.01 If Tenant shall default in the performance or observance of any
covenant, agreement, or condition in this Lease contained on its part to be
performed or observed, other than an obligation to pay money, and shall not have
commenced to cure such default as provided herein, and thereafter fail to
diligently pursue such cure to a conclusion, Landlord may, at its option, and
upon three (3) days written notice to Tenant, without waiving any claim for
damages for breach of this Lease, at any time thereafter, cure such default for
account of Tenant; any amount paid or any liability incurred by Landlord in so
doing shall be deemed paid or incurred for the account of Tenant, and Tenant
agrees to reimburse Landlord therefor, as additional rent, or save Landlord
harmless therefrom.


                      ARTICLE XI - LIMITATION OF LIABILITY

     11.01 Tenant agrees to look solely to Landlord's interest in the building
for recovery of any judgment from Landlord; it being agreed that Landlord,
including any of the individuals who are parties of Landlord, is not personally
liable for any such judgment. The provision contained in the foregoing sentence
shall not limit any right that Tenant might otherwise have to obtain an
injunctive relief against Landlord or Landlord's successors in interest, or any
other action not involving the personal liability of Landlord.





                                      -14-
<PAGE>

                         ARTICLE XII - LANDLORD DEFAULT

     12.01 The Landlord shall in no event be in default in the performance of
any of his obligations hereunder unless and until the Landlord shall have failed
to commence to perform such obligations within thirty (30) days or such
additional time as is reasonably required to correct any such default after
written notice by the Tenant to the Landlord, such notice properly and expressly
specifying wherein the Landlord has failed to perform any such obligation.
Further, if the holder of the mortgage on the building of which the Premises are
a part notifies Tenant that such holder has taken over the Landlord's rights
under this Lease, Tenant shall not assert any right to deduct the cost of
repairs or any monetary claim from rent thereafter due and accruing, but shall
look solely to the Landlord for satisfaction of such claim.

                         ARTICLE XIII -WAIVER OF RIGHTS

     13.01 No consent or waiver, express or implied, by Landlord to or of any
breach of any covenant, condition or duty of the other, shall be construed as a
consent, or waiver to or of any other breach of the same or other covenant,
condition or duty.

                              ARTICLE XIV - NOTICES

     14.01 Any notice from Landlord to Tenant or from Tenant to Landlord shall
be deemed duly served if mailed by Certified Mail, with a copy via regular mail,
addressed, if to Tenant, at the Premises after the term of this Lease has
commenced and, prior to that time, at Tenant's address or if to Landlord, at the
place from time to time established for the payment of rent, and the customary
Certified Mail receipt shall be conclusive evidence of such service.

                       ARTICLE XV - SUCCESSORS AND ASSIGNS

     15.01 The covenants and agreements of Landlord and Tenant shall run with
the land and be binding upon and inure to the benefit of them and their
respective heirs, executors, administrators, successors and assigns, but no
covenant or agreement of Landlord, express or implied, shall be binding upon any
person except for defaults occurring during such person's period of ownership
nor binding individually upon any fiduciary, any shareholder or any beneficiary
under any trust.

                             ARTICLE XVI - HOLDOVER

     16.01 If Tenant fails to vacate the Premises at the termination of this
Lease, then the terms of this Lease including all provisions for rent and other
charges and fees shall be applicable during said holdover period, but this
provision shall not be interpreted as consent or permission by the Landlord for
Tenant to holdover at the termination of this Lease and terms of this holdover
provision shall not preclude Landlord from recovering any other damages which it
incurs as a result of Tenant's failure to vacate the Premises at the termination
of this Lease.

                         ARTICLE XVII - SECURITY DEPOSIT

     17.01 Tenant agrees and hereby does deposit with Landlord the security
deposit, if any, set forth in Article 1. Landlord shall return the security
deposit to Tenant, without interest, at the termination of this Lease, if Tenant


                                      -15-
<PAGE>

has complied with all of the terms of this Lease at the time of termination;
otherwise, Landlord shall apply the security deposit to any damages which it
incurs as a result of the failure of Tenant to comply with the terms of this
Lease.


                          ARTICLE XVIII - MISCELLANEOUS

     18.01 If Tenant is more than one person or party, Tenant's obligations
shall be joint and several. Unless repugnant to the context, "Landlord" and
"Tenant" mean the person or persons, natural or corporate, named above as
Landlord and Tenant respectively, and their respective heirs, executors,
administrators, successors and assigns.

     18.02 Landlord will be responsible for any brokerage commission due to C.B
Richard Ellis/The Boulos Company. Tenant warrants that it has not engaged or
contacted a broker with regard to this Lease other than the Global Commercial
Corp.

     18.03 No Presumption Against Drafter. Landlord and Tenant understand, agree
and acknowledge that: a) this Lease has been freely negotiated by both parties;
and b) that, in any controversy, dispute, or contest over the meaning,
interpretation, validity, or enforceability of this Lease or any of its terms or
conditions, there shall be no inference presumption, or conclusion drawn
whatsoever against either party having drafted this Lease or any portion
thereof.

     18.04 Landlord and Tenant agree that this Lease shall not be recordable.

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

     18.06 Covenant of Quiet Enjoyment. Tenant, subject to the terms and
provisions of this Lease on payment of the rent and observing, keeping and
performing all of the terms and provisions of this Lease on its part to be
observed, kept and performed, shall lawfully, peaceably and quietly have, hold,
occupy and enjoy the Premises during the term without hindrance or ejection by
any persons lawfully claiming under Landlord; but it is understood and agreed
that this covenant and any and all other covenants of Landlord contained in this
Lease shall be binding upon Landlord and Landlord's successors only with respect
to breaches occurring during Landlord's period of interest hereunder.

     18.07 The submission of this Lease or a summary of some or all of its
provisions for examination by Tenant does not constitute a reservation of or
option for the Premises or an offer to lease the Premises.

     18.08 The Index, headings and Summary Page herein contained are for
convenience only, and shall not be considered a part of this Lease.











                                      -16-
<PAGE>

Executed this 24 day of May, 2002,



WITNESS:                                    LANDLORD: PERIMETER REALTY
                                            c/o Nelson & Small, Inc.
                                            212 Canco Road
                                            Portland, Maine 04103




                                            By: /s/  Karl Nelson
-------------------------------------           ----------------
Name:




                                            TENANT: ASSURETEC SYSTEMS, INC.
                                            c/o 200 Perimeter Road
                                            Manchester, NH 03103



                                            By: /s/  R. Bruce Reeves
-------------------------------------           --------------------
Name:                                           Chairman, and CEO



The below individuals hereby jointly, severally, and unconditionally guarantee
all obligations of AssureTec Systems, Inc. under this Lease as principals and
not as surety.




                                            /s/
--------------------------------------      ------------------------------------
Witness                                     Name                   Date




                                            /s/
--------------------------------------      ------------------------------------
Witness                                     Name                   Date




                                            /s/
--------------------------------------      ------------------------------------
Witness                                     Name                   Date





--------------------------------------------------------------------------------

                                      -17-