<PAGE>   1

                                                                   EXHIBIT 10.14

                           LEASE FOR CORPORATE OFFICES

                   DATE OF LEASE EXECUTION: DECEMBER 19, 1994
                          (To be Completed by Landlord)
                                    ARTICLE I
                                 REFERENCE DATA

1.1      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 Section 1.1:
LANDLORD:                   SUN LIFE ASSURANCE COMPANY OF CANADA (US)

MANAGING AGENT:             SPAULDING AND SLYE SERVICES LIMITED PARTNERSHIP

LANDLORD'S & MANAGING AGENT'S ADDRESS:
                             c/o Spaulding and Slye Services Limited partnership
                                   25 Burlington Mall Road
                                   Burlington, MA 01803
                                   Attention:  Treasurer
LANDLORD'S REPRESENTATIVE:  ANNE E. CANNIFF
TENANT:                     NASHUA CORPORATION
TENANT'S ADDRESS (For Notice and Billing): 11 TRAFALGAR SQUARE, NASHUA, NH 03061

TENANT REPRESENTATIVE:      COUNSEL, NASHUA CORPORATION/cc WALTER REMEIS

BUILDING ADDRESS:           11 TRAFALGAR SQUARE, NASHUA, NEW HAMPSHIRE

RENTABLE FLOOR AREA OF TENANT'S SPACE: 17,102 Square Feet (r.s.f.) approximately

TOTAL RENTABLE FLOOR AREA OF THE BUILDING:  32,923 Square Feet (r.s.f.) approx.

TENANT'S DESIGN COMPLETION DATA:    21 DAYS AFTER LEASE EXECUTION

SCHEDULED TERM COMMENCEMENT DATE:   MAY 15, 1995

TERM EXPIRATION DATE:       MAY 30, 2005     APPROXIMATE TERM:  TEN (10) YEARS

ANNUAL BASE RENT:           $13.00*  Per Rentable Square Foot (p.r.s.f.)

ANNUAL ESTIMATED OPERATING COSTS:    **

ANNUAL ESTIMATED ELECTRICAL COST TO TENANT'S SPACE (included in Annual Rent):N/A

ANNUAL RENT:  $222,326 (Subject to an Annual Adjustment as provided in
Article IV, as adjusted per Exhibit B, Rider to Lease), computed as follows:
ANNUAL RENT: $13.00 Annual Base Rent (p.r.s.f.) + **$ Annual Estimated Operating
Costs (p.r.s.f) + $N/A Annual Estimated Electrical Costs to Tenant's Space
(p.r.s.f) + N/A Other (p.r.s.f.) = $13.00 Total Rate (p.r.s.f) X 17,102 rentable
square feet = $222,326 Annual Rent ($18,527.17 per month, subject to Adjustment
per Exhibit B, Item 1.)

FIRST FISCAL YEAR FOR TENANT'S PAYING OPERATING COST ESCALATION:
YEAR ENDING: 12/31/96

SECURITY DEPOSIT:           N/A                      GUARANTOR:  N/A

TENANT IMPROVEMENT REIMBURSEMENT TO LANDLORD: ALL CONSTRUCTION COSTS (IF ANY)
ABOVE THE $342,040 TENANT ALLOWANCE AMOUNT.

<PAGE>   2



TENANT ALLOWANCE:    $342,040 ($20.00PRSF)
ARCHITECTURAL SERVICES:    Landlord will reimburse Tenant up to $38,000 for
                           Architectural Services.

PERMITTED USES:             GENERAL OFFICE USE

PUBLIC LIABILITY INSURANCE: BODILY INJURY: $2,000,000 PROPERTY DAMAGE:
$1,000,000

*  ANNUAL BASE RENT EQUALS $13.00 P.R.S.F. WHICH INCLUDES THE ANNUAL OPERATING
   COSTS IN THE BASE YEAR PER EXHIBIT B, ITEM 2.
** SEE EXHIBIT B, RIDER TO LEASE, ITEM 2.

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

1.2      EXHIBITS
         The Exhibits listed below in this section are incorporated in this
         Lease by reference and are to be construed as part of this Lease:
         Exhibit A    -    Plan showing Tenant's Space.
         Exhibit B    -    Riders (if applicable).
         Exhibit C    -    Specifications of Leasehold Improvements and Tenant
                           Layout (if applicable).
         Exhibit D    -    Landlord's Services.
         Exhibit E    -    Rules and Regulations.


                                       2
<PAGE>   3


1.3                 TABLE OF CONTENTS                                       PAGE

ARTICLE II
                    PREMISES AND TERM                                        5
                    2.1      PREMISES                                        5
                    2.2      TERM                                            5
ARTICLE III
                    CONSTRUCTION                                             5
                    3.1      INITIAL CONSTRUCTION                            5
                    3.2      PREPARATION OF PREMISES FOR OCCUPANCY           6
                    3.3      GENERAL PROVISIONS APPLICABLE TO CONSTRUCTION   7
                    3.4      REPRESENTATIVES                                 7
ARTICLE IV
                    RENT                                                     7
                    4.1      RENT                                            7
                    4.2      OPERATING COSTS: ESCALATION                     7
                    4.3      ESTIMATED ESCALATION PAYMENTS                   9
                    4.4      CHANGE OF FISCAL YEAR                           9
                    4.5      PAYMENTS                                        9
ARTICLE V
                    LANDLORD'S COVENANTS                                    10
                    5.1      LANDLORD'S COVENANTS DURING THE TERM           10
                    5.1.1    Building Services                              10
                    5.1.2    Additional Building Services                   10
                    5.1.3    Repairs                                        10
                    5.1.4    Quiet Enjoyment                                10
                    5.1.5    Insurance                                      10
                    5.1.6    Landlord's Indemnification Obligation          10
                    5.2      INTERRUPTIONS                                  10
ARTICLE VI
                    TENANT'S COVENANTS                                      11
                    6.1      TENANT'S COVENANTS DURING THE TERM             11
                    6.1.1    Tenant's Payments                              11
                    6.1.2    Repairs and Yielding Up                        11
                    6.1.3    Occupancy and Use                              11
                    6.1.4    Rules and Regulations                          12
                    6.1.5    Safety Appliances                              12
                    6.1.6    Assignment and Subletting                      12
                    6.1.7    Indemnity                                      12
                    6.1.7    Tenant's Indemnification Obligation            12
                    6.1.8    Tenant's Liability Insurance                   13
                    6.1.9    Tenant's Worker's Compensation Insurance       13
                    6.1.10   Landlord's Right of Entry                      13
                    6.1.11   Loading                                        13
                    6.1.12   Landlord's Costs                               13
                    6.1.13   Tenant's Property                              13
                    6.1.14   Labor or Materialmen's Liens                   13
                    6.1.15   Changes or Additions                           14
                    6.1.16   Holdover                                       14
ARTICLE VII
                    CASUALTY AND TAKING                                     14
                    7.1      CASUALTY AND TAKING                            14
                    7.2      RESERVATION OF AWARD                           14

                                       3
<PAGE>   4


ARTICLE VIII
                    RIGHTS OF MORTGAGEE                                     15
                    8.1      PRIORITY OF LEASE                              15
                    8.2      MORTGAGEE PROTECTION CLAUSE                    15
ARTICLE IX
                    DEFAULT                                                 15
                    9.1      EVENTS OF DEFAULT                              15
                    9.2      TENANT'S OBLIGATIONS AFTER TERMINATION         16
ARTICLE X
                    MISCELLANEOUS                                           16
                    10.1     NOTICE OF LEASE                                16
                    10.2     [Section Omitted]
                    10.3     NOTICES FROM ONE PARTY TO THE OTHER            17
                    10.4     BIND AND INURE                                 17
                    10.5     NO SURRENDER                                   17
                    10.6     NO WAIVER, ETC.                                17
                    10.7     NO ACCORD AND SATISFACTION                     17
                    10.8     CUMULATIVE REMEDIES                            17
                    10.9     LANDLORD'S RIGHT TO CURE                       18
                    10.10    ESTOPPEL CERTIFICATE                           18
                    10.11    WAIVER OF SUBROGATION                          18
                    10.12    ACTS OF GOD                                    18
                    10.13    BROKERAGE                                      18
                    10.14    SUBMISSION NOT AN OFFER                        18
                    10.15    APPLICABLE LAW AND CONSTRUCTION                18

ARTICLE XI          [Article Omitted]

ARTICLE XII
                    APPROVALS                                               19


                                       4
<PAGE>   5

                                   ARTICLE II
                                PREMISES AND TERM

2.1      PREMISES.

     Subject to and with the benefit of the provisions of this Lease, Landlord
hereby leases to Tenant, and Tenant leases from Landlord, Tenant's Space in the
Building, excluding exterior faces of exterior walls, the common facilities area
and building service fixtures and equipment serving exclusively or in common
other parts of the Building. Tenant's Space, with such exclusions, is
hereinafter referred to as the "Premises".

     Tenant shall have, as appurtenant to the Premises, the right to use in
common with others entitled thereto: (a) the common facilities included in the
Building or on the Lot, including 55 parking spaces included in the parking
facility, and in the location from time to time designated by Landlord, and (b)
the building service fixtures and equipment serving the Premises.

     Landlord reserves the right from time to time at reasonable times, on
reasonable notice, and without unreasonable interference with Tenant's use, (a)
to install, repair, replace, use, maintain and relocate for service to the
Premises and to other parts of the Building or either, building service fixtures
and equipment wherever located in the Building and (b) to alter or relocate any
common facilities, it being understood that if any parking spaces are provided,
the same may be relocated on or off the Lot from time to time by Landlord,
provided that in all events substitutions are substantially equivalent.

2.2   TERM.

     To have and to hold for a period (the "Term") commencing on the earliest of
(a) if Landlord is not obligated to perform construction work, on the Scheduled
term Commencement Date, or (b) if Landlord is obligated to perform construction
work pursuant to Exhibit C, on the date on which the Premises are deemed ready
for occupancy as provided in Section 3.2, and (c) in all events, the date on
which Tenant occupies all or any part of the Premises for its normal business
operations (whichever of said dates is appropriate being hereafter referred to
as the "Commencement Date"), and continuing until the Term Expiration Date,
unless sooner terminated as provided in Section 3.2 or 7.1 or in Article IX.
Landlord and Tenant will execute, upon request of either, a certificate
acknowledging the Commencement Date of this Lease once such commencement date
has occurred.

                                   ARTICLE III
                                  CONSTRUCTION

3.1      INITIAL CONSTRUCTION.

     On or before Tenant's Design Completion Date, if such date is indicated in
Section 1.1, Tenant shall provide to Landlord for approval complete sets of
construction drawings and specifications (the "Complete Plans") prepared at
Tenant's expense by Fuller Associates, including but not limited to:

a.       Dimensioned Partition Plans
b.       Dimensioned Electrical and Telephone Outlet Plans
c.       Reflected Ceiling Plans
d.       Door and Hardware Schedules
e.       Room Finish Schedules including wall, carpet and floor tile colors
f.       Electrical, mechanical and structural engineering plans
g.       All necessary construction details and specifications for work not
         specified in Exhibit C.

     Landlord shall approve or disapprove the Complete Plans within five
business days of receipt, provided that any disapproval shall be accompanied by
a detailed explanation of such disapproval.

     Landlord shall reimburse Tenant for architectural services expenses
incurred by Tenant within fifteen days of Tenant's submission to Landlord of an
invoice for same, provided that such reimbursement shall not exceed $38,000.00
and the Lease has been fully executed.

                                       5
<PAGE>   6

     All of Tenant's construction, installation of furnishings, and later
changes or additions shall be coordinated with any work being performed by
Landlord in such manner as to maintain harmonious labor relations and not to
damage the Building or Lot or unreasonably interfere with Building operations.
Except for installation of furnishings and the installation of telephone outlets
which must be performed by a local telephone company at Tenant's direction and
expense, all work described in the Complete Plans (the "Leasehold Improvements")
shall be performed by Landlord's general contractor, to be selected pursuant to
Exhibit B.

     Tenant shall pay to Landlord as additional rent a sum equal to all
construction costs incurred by Landlord on account of the Leasehold Improvements
(excluding, however, the Tenant Allowance of $342,040, but including in the
costs so incurred the cost to Landlord of Landlord's Contractor's overhead and
profit equal to 15% of the costs of work not covered by the Tenant Allowance),
hereinafter called "Tenant Improvement Reimbursement to Landlord" or "TIR".
Tenant shall pay to Landlord fifty percent (50%) of the TIR prior to Landlord's
commencement of construction of the Leasehold Improvements, and thereafter as
construction of the Leasehold Improvements progresses, on submission by Landlord
to Tenant of a statement on or about the first day of each month showing
construction and design costs incurred for agreed upon Leasehold Improvements.
Such statements shall be accompanied by a certificate of Landlord's Contractor
and subcontractors that all payments then due to laborers, materialmen and
subcontractors have been made, less the aggregate amount of prior monthly
progress payments made by Tenant. On the earlier of occupancy or the
Commencement Date, Tenant shall pay to Landlord a sum equal to the unpaid
balance of TIR. In addition to paying TIR as above provided, Tenant shall pay an
amount equal to all costs incurred by Landlord as a result of any change orders
signed by Tenant and Landlord affecting the Complete Plans, including the cost
to Landlord of Landlord's Contractor's overhead and profit equal to 15% of those
costs exclusive of overhead and profit. Amounts due and payable on account of
such change orders shall be included in the monthly statements relating to TIR
provided for above, and Tenant shall pay therefore in accordance with each such
statement within thirty (30) days, and in all events by the Commencement Date.

     Landlord will not approve any construction, alterations, or additions
requiring unusual expense to readapt the Premises to normal office use on lease
termination or increasing the cost of construction, insurance or taxes on the
Building or of Landlord's services called for by Section 5.1 unless Tenant first
gives assurances acceptable to Landlord that such readaptation will be made
prior to such termination without expense to Landlord and makes provisions
acceptable to Landlord for payment of such increased cost. Landlord will also
disapprove any alterations or additions requested by Tenant which will
unreasonably delay completion of the Premises or the Building. All mechanical,
structural, partition, finishes, and hardware changes and additions shall be
part of the Building except such items as by writing at the time of approval the
parties agree either shall be removed by Tenant on termination of this Lease, or
shall be removed or left at Tenant's election. Landlord has given preliminary
approval to Tenant's Leasehold Improvements in accordance with the Preliminary
Furniture Layout dated November 8, 1994, as prepared by Fuller Associates,
subject to final approval of the Complete Plans.

3.2      PREPARATION OF PREMISES FOR OCCUPANCY.

     If Landlord is obligated to perform construction work pursuant to Exhibit
C, Landlord agrees to use reasonable efforts to have the Premises ready for
occupancy on or before the Scheduled Term Commencement Date, which shall,
however, be extended for a period equal to that of any delays due to
governmental regulations, unusual scarcity of or inability to obtain labor or
materials, labor difficulties, casualty or other causes beyond Landlord's
reasonable control. The Premises shall be deemed ready for occupancy on the date
on which the Leasehold Improvements, as specified in Exhibit C and in the
Complete Plans, are ready for occupancy as certified by Landlord with the
exception of minor items which can be fully completed without material
interference with Tenant and other items which because of the season or weather
or the nature of the item are not practicable to do at the time, provided that
none of said items is necessary to make the Premises tenantable for the
Permitted Uses; provided, however, that if Landlord is unable to complete
construction due to delay in Tenant's compliance with the provisions of Section
3.1 of this Lease, then the Premises shall be deemed ready for occupancy no
later than the Scheduled Term Commencement Date.


                                       6
<PAGE>   7

     Landlord shall permit Tenant upon prior written notice 24 hour per day
access for installing equipment and furnishings in the Premises prior to the
Term if it can be done without material interference with completion of the
Building or remaining portions of the Leasehold Improvements.

     In the event of Tenant's failure by more than fourteen (14) days to comply
with the provisions of Section 3.1 to submit information or to deliver
construction drawings and specifications which meet Landlord's approval,
Landlord may, at Landlord's option, exercisable by notice to Tenant, either (a)
terminate this Lease on the date specified in said notice to Tenant, and upon
such termination Landlord shall have all the rights provided in Article IX of
this Lease in the event of Tenant's default or (b) assess Tenant liquidated
damages in an amount equal to the Annual Rent divided by 365 for each day such
failure continues, which damages shall be paid to Landlord on the Commencement
Date. Notwithstanding the foregoing provisions, if the Premises are not deemed
ready for occupancy within 120 days after the Scheduled Term Commencement Date
for whatever reason, other than Tenant's default, Tenant may elect to cancel
this Lease at any time thereafter while the Premises are not deemed ready for
occupancy by giving notice to Landlord of such cancellation which shall be
effective when given, and Landlord shall immediately refund all TIR paid it
being understood that said election and payment shall be Tenant's sole remedy at
law or in equity for Landlord's failure to have the Premises ready for
occupancy.

3.3      GENERAL PROVISIONS APPLICABLE TO CONSTRUCTION.

     All construction work required or permitted by this Lease, whether by
Landlord or by Tenant, shall be done in a good and workmanlike manner and in
compliance with all applicable laws and all lawful ordinances, regulations and
orders of governmental authority and insurers of the Building. Either party may
inspect the work of the other at reasonable times and promptly shall give notice
of observed defects. Landlord's obligations under Section 3.1 shall be deemed to
have been performed when Tenant commences to occupy any portion of the Premises
for the Permitted Uses except for items which are incomplete or do not conform
with the requirements of Section 3.1 and as to which Tenant shall in either case
have given written notice to Landlord prior to such commencement and items which
are not reasonably capable of discovery through normal observation of the
Premises, provided Tenant notifies Landlord of said discrepancies within six (6)
months of occupancy. If Tenant shall not have commenced to occupy the Premises
for the Permitted Uses within 30 days after they are deemed ready for occupancy
as provided in Section 3.2, a certificate of completion by the Landlord shall be
conclusive evidence that Landlord has performed all such obligations except for
items stated in such certificate to be incomplete or not in conformity with such
requirements.

3.4      REPRESENTATIVES.

     Each party authorizes the other to rely in connection with their respective
rights and obligations under this Article III upon approval and other actions on
the party's behalf by Landlord's Representative in the case of Landlord or
Tenant's Representative in the case of Tenant or by any person designated in
substitution or addition by notice to the party relying.

                                   ARTICLE IV
                                      RENT

4.1      RENT.

     Tenant agrees to pay rent to Landlord without any offset or reduction
whatever (except as made in accordance with the express provisions of this
lease), equal to 1/12th of the Annual Rent in equal installments in advance on
the first day of each calendar month included in the Term; and for any portion
of a calendar month at the beginning or end of the Term, at the proportionate
rate payable for such portion, in advance.

4.2      OPERATING COSTS:  ESCALATION.

     Tenant's proportionate share of the Annual Estimated Operating Costs shall
be determined by multiplying Annual Estimated Operating Costs by a fraction, the
numerator of which is the Rentable Floor Area of Tenant's Space, and the
denominator of which is the Total Rentable Floor Area of the Building.

                                       7
<PAGE>   8


     With respect to the First Fiscal Year for Tenant's Paying Operating Cost
Escalation, or fraction thereof, and any fiscal year or fraction thereof
thereafter, Tenant shall pay to Landlord, as additional rent, Operating Cost
Escalation (as defined below), if any, on or before the thirtieth (30th) day
following receipt by Tenant of Landlord's Statement (as defined below). As soon
as practicable after the end of each Fiscal Year ending during the Term and
after Lease termination, Landlord shall render a statement ("Landlord's
Statement") in reasonable detail and according to generally accepted accounting
practices certified by Landlord and showing for the preceding Fiscal Year or
fraction thereof, as the case may be, Landlord's Operating Costs, excluding the
cost of correcting defects in the original construction of the Building;
Salaries of officers and executives of the Landlord not connected with the
operation of the Building; The initial cost of tools and equipment used in the
operation of the Property; Depreciation and amortization except as permitted
below; Costs relating to Tenant's alterations; Interest on indebtedness and
ground rent payable under ground leases; Advertising costs, brokerage
commissions and legal costs in connection with the negotiation or enforcement of
other leases; Costs for which the Landlord, by the terms of this Lease or any
other lease, makes a separate charge and the cost of providing free rent, fit-up
costs and other concessions to other tenants; Capital expenditures not intended
to reduce Operating costs; Management fees payable to affiliates of Landlord
which are not consistent with fees for similar services payable to independent
third party managers by owners of similar buildings in the Nashua area;

     BUT INCLUDING, without limitation: real estate taxes on the Building and
Lot; installments and interest on assessments for public betterments or public
improvements which shall be amortized; expenses of any proceedings for abatement
of taxes and assessments (provided Tenant benefits proportionately from any
abatement resulting from such proceedings) with respect to any fiscal year or
fraction of a fiscal year; premiums for insurance; fees payable to third parties
for annual financial audits of Landlord's Operating Costs; compensation and all
fringe benefits, worker's compensation insurance premiums and payroll taxes paid
by Landlord to, for or with respect to all persons engaged in the operating,
maintaining, or cleaning of the Common Areas of the Building and Lot; all
utility charges not billed directly to tenants by Landlord or the utility;
payments to independent contractors under service contracts for cleaning of the
Common Areas, operating, managing, maintaining and repairing the Building and
Lot (which payments may be to affiliates of Landlord provided the same are at
reasonable rates consistent with the type of occupancy and the services
rendered) rent paid by the managing agent or imputed cost equal to the loss of
rent by Landlord for making available to the managing agent space for a Building
office on the ground floor or above; if the Building shares common areas or
facilities with another building or buildings, the Buildings' pro rata share (as
reasonably determined by Landlord) of the cost of cleaning, operating, managing
(including the cost of the management office for such buildings and facilities),
maintaining and repairing such common areas and facilities; and all other
reasonable and necessary expenses paid in connection with the cleaning,
operating, managing, maintaining and repairing of the Building and Lot, or
either, and properly chargeable against income, it being agreed that if the
improvement for which Tenant is charged an escalation is a new or replacement
capital item for the purpose of reducing Landlord's Operating Costs, the cost
thereof as reasonably amortized by Landlord, with interest at the average prime
commercial rate in effect from time to time at the three largest national banks
in Boston, Massachusetts on the unamortized amount, shall be included in
Landlord's Operating Costs. Landlord's Statement shall also show the average
number of square feet of the Building which were occupied for the preceding
fiscal year or fraction thereof.

     "Operating Cost Escalation" shall be equal to the difference, if any,
between Landlord's Operating Costs during the Base Year (calendar year 1995) and
the Landlord's Operating Costs in subsequent years, multiplied by a percentage
reflecting the ratio which the square footage of the Premises bears to the
square footage of the building.

     Tenant shall have the right at its expense and upon 30 days prior written
notice to audit the Landlord's calculations of Operating Cost Escalation. Tenant
shall perform such Audit at Landlord's or Managing Agent's Offices during normal
business hours.

     If the management fee is reduced by reason of a tenant's default in the
payment of Annual Rent or additional rent, Landlord shall reduce the Annual
Estimated Operating Costs by the amount of such reduction in the

                                       8
<PAGE>   9

management fee. In case of special services which are not rendered to all
areas on a comparable basis, the proportion allocable to the Premises shall be
the same proportion which the Rentable Floor Area of Tenant's Space bears to the
total rentable floor area to which such service is so rendered (such latter area
to be determined in the same manner as the Total Rentable Floor Area of the
Building).

     The term "real estate taxes" as used above shall mean all taxes of every
kind and nature assessed by any government authority on the Lot, the Building
and improvements, or both, which the Landlord shall become obligated to pay
because of or in connection with the ownership, leasing and operation of the
Lot, the Building and improvements, or both, subject to the following: There
shall be excluded from such taxes all income taxes, excess profits taxes, excise
taxes, franchise taxes, and estate, succession, inheritance and transfer taxes,
provided, however, that if at any time during the Term the present system of ad
valorem taxation of real property shall be changed so that in lieu of the whole
or any part of the ad valorem tax on real property, there shall be assessed on
Landlord a capital levy or other tax on the gross rents received with respect to
the Lot, Building, and improvements, or both, or a federal, state, county,
municipal or other local income, franchise, excise or similar tax, assessment,
levy or charge (distinct from any now in effect) measured by or based, in whole
or in part, upon any such gross rents, then any and all of such taxes,
assessments, levies or charges, to the extent so measured or based, shall be
deemed to be included within the term "real estate taxes".

     Notwithstanding any other provision of this Section 4.2, if the Term
expires or is terminated as of a date other than the last day of a fiscal year,
then for such fraction of a fiscal year at the end of the Term, Tenant's last
payment to Landlord under this Section 4.2 shall be made on the basis of
Landlord's best estimate of the items otherwise includable in Landlord's
Statement and shall be made on or before the later of (a) 10 days after Landlord
delivers such estimate to Tenant or (b) the last day of the Term, with an
appropriate payment or refund to be made upon submission of Landlord's
Statement.

     Tenant shall not be required to reimburse Landlord for Operating Costs and
Real Estate Taxes except to the extent that they exceed the Operating Cost Base
and the Real Estate Tax Base, respectively, as defined in Exhibit B.

4.3      ESTIMATED ESCALATION PAYMENTS.

     If, with respect to any fiscal year or fraction thereof during the Term,
Landlord estimates that Tenant shall be obligated to pay Operating Cost
Escalation, then Tenant shall pay, as additional rent, on the first day of each
month of such fiscal year and each ensuing fiscal year thereafter, Estimated
Monthly Escalation Payments equal to 1/12th of the estimated Operating Cost
Escalation for the respective fiscal year, with an appropriate additional
payment or refund to be made within 30 days after Landlord's Statement is
delivered to Tenant. Landlord may adjust such Estimated Monthly Escalation
Payment from time to time and at any time during a fiscal year, and Tenant shall
pay, as additional rent, on the first day of each month following receipt of
Landlord's notice thereof, the adjusted Estimated Monthly Escalation Payment.

4.4      CHANGE OF FISCAL YEAR.

     Landlord shall have the right from time to time to change the periods of
accounting under Section 4.2 to any annual period other than a fiscal year, and
upon any such change all items referred to in this Section 4.4 shall be
appropriately apportioned. In all Landlord's Statements rendered under this
Section 4.4, amounts for periods partially within and partially without the
accounting periods shall be appropriately apportioned, and any items which are
not determinable at the time of a Landlord's Statement shall be included therein
on the basis of Landlord's estimate, and with respect thereto Landlord shall
render promptly after determination a supplemental Landlord's Statement, and
appropriate adjustment shall be made according thereto. All Landlord's
Statements shall be prepared on an accrual basis of accounting.

4.5      PAYMENTS.

     All payments of Annual Rent and additional rent shall be made to Managing
Agent, or to such other person as Landlord may from time to time designate in
writing. If any installment of Annual Rent or additional rent or on

                                       9
<PAGE>   10

account of leasehold improvements is paid more than 5 days after the due
date thereof, at Landlord's election, it shall bear interest at a rate equal to
the average prime commercial rate from time to time established by the three
largest national banks in Boston, Massachusetts plus 4% per annum from such due
date, which interest shall be immediately due and payable as further additional
rent.

                                    ARTICLE V
                              LANDLORD'S COVENANTS


5.1      LANDLORD'S COVENANTS DURING THE TERM.

     Landlord covenants during the Term:

     5.1.1 Building Services - To furnish, through Landlord's employees or
independent contractors, the services listed in Exhibit D;

     5.1.2 Additional Building Services - To furnish, through Landlord's
employees or independent contractors, reasonable additional Building operation
services upon reasonable advance request of Tenant at equitable rates from time
to time established by Landlord to be paid by Tenant;

     5.1.3 Repairs - Except as otherwise provided in Article VII, to make such
repairs to the roof, exterior walls, floor slabs, common areas, electrical,
plumbing, HVAC Systems, parking lots, access roads, landscaping and site
improvements, other structural components and common facilities of the Building
as may be necessary to keep them in first-class operating condition; and

     5.1.4 Quiet Enjoyment - That Landlord has the right to make this Lease and
that Tenant on paying the rent and performing its obligations hereunder, shall
peacefully and quietly have, hold and enjoy the Premises throughout the Term
without any manner of hindrance or molestation from Landlord or anyone claiming
under Landlord, subject however to all the terms and provisions hereof.

     5.1.5 Insurance - Landlord shall maintain insurance on the Building
sufficient to permit its restoration in the event of a casualty loss.

     5.1.6 Landlord's Indemnification Obligation - Landlord hereby indemnifies
and holds Tenant harmless from and against any and all claims, demands,
liabilities and expenses, including reasonable attorney's fees, arising from the
negligence or wrongful act of Landlord or its agents, employees or contractors
or from any material breach by Landlord of this Lease, provided that Landlord's
obligations under this subparagraph shall not be effective to the extent such
claims, demands, liabilities or expenses (I) arise out of or relate to the
negligence or wrongful act of Tenant, its agents, employees or contractors or
the material breach of this Lease by Tenant; or (II) relate to losses typically
covered by casualty insurance. In the event any action or proceeding shall be
brought against Tenant by reason of any such indemnified claim, Landlord shall
defend the same at Landlord's expense by counsel reasonably satisfactory to
Tenant; Tenant expressly agrees that Landlord's insurance counsel shall be
satisfactory, Landlord may participate in any such action or proceeding through
counsel employed at its own expense.

5.2      INTERRUPTIONS.

     Landlord shall not be liable to Tenant for any compensation or reduction of
rent by reason of inconvenience or annoyance or for loss of business arising
from power losses or shortages or from the necessity of Landlord's entering the
Premises for any of the purposes in this Lease authorized, or for repairing the
Premises or any portion of the Building or Lot, so long as Landlord makes
diligent efforts to remedy any such interruptions. In case Landlord is prevented
or delayed from making any repairs, alterations or improvements, or furnishing
any service or performing any other covenant or duty to be performed on
Landlord's part, by reason of any cause reasonably beyond Landlord's control,
Landlord shall not be liable to Tenant therefore, nor except as expressly
otherwise provided in Article VII, shall Tenant be entitled to any abatement or
reduction of rent by reason thereof, nor shall

                                       10
<PAGE>   11


the same give rise to a claim in tenant's favor that such failure
constitutes actual or constructive, total or partial, eviction from the
Premises. Landlord shall use reasonable efforts in case of power losses or
shortages to restore the services required to be provided under this Lease.
However, Landlord agrees to use its best efforts to diligently remedy the
situation and minimize the disruption to Tenant's business.

     Landlord reserves the right to stop any service or utility system when
necessary by reason of accident or emergency or until necessary repairs have
been completed. Except in case of emergency repairs, Landlord will give Tenant
reasonable advance notice of any contemplated stoppage and will use reasonable
efforts to avoid unnecessary inconvenience to Tenant by reason thereof.

     Landlord also reserves the right to institute such policies, programs and
measures as may be necessary, required or expedient for the conservation or
preservation of energy or energy services or as may be necessary or required to
comply with applicable codes, rules, regulations or standards.

                                   ARTICLE VI
                               TENANT'S COVENANTS

6.1      TENANT'S COVENANTS DURING THE TERM.

     Tenant covenants during the term and such further time as Tenant occupies
any part of the Premises:

     6.1.1 Tenant's Payments - To pay when due (a) all Annual Rent and
additional rent, (b) all taxes which may be imposed on Tenant's personal
property in the Premises (including, without limitation, Tenant's fixtures and
equipment) regardless to whomever assessed, (c) all charges by public utilities
for telephone and other utility services (including service inspections
therefor) rendered to the Premises not otherwise required hereunder to be
furnished by Landlord without charge and not consumed in connection with any
services required to be furnished by Landlord without charge and not consumed in
connection with any services required to be furnished by Landlord without
charge, and (d) as additional rent, all charges to Landlord for services
rendered pursuant to Section 5.1.2 hereof;

      6.1.2 Repairs and Yielding Up - Except as otherwise provided in Article
VII and Section 5.1.3, to keep the Premises in good order, repair and condition,
reasonable wear only excepted; and at the expiration or termination of this
Lease peaceably to yield up the Premises and all changes and additions therein
in such order, repair and condition, first removing all goods and effect of
Tenant and any items, the removal of which is required by agreement or specified
herein to be removed at Tenant's election and which Tenant elects to remove, and
repairing all damage caused by such removal and restoring the Premises and
leaving them clean and neat;

      6.1.3 Occupancy and Use - Continuously from the Commencement Date, to use
and occupy the Premises only for the Permitted Uses; not to insure or deface the
Premises, Building, or Lot; and to permit in the Premises any use thereof which
is improper, offensive, contrary to law or ordinances, or liable to create a
nuisance or to validate or increase the premiums for any insurance on the
Building or its contents or liable to render necessary any alteration or
addition to the Building; not to dump, flush, or in any way introduce any
hazardous substances or any other toxic substances into the septic, sewage or
other waste disposal system serving the Premises, not to generate, store or
dispose of hazardous substances in or on the Premises or dispose of hazardous
substances from the Premises to any other location without the prior written
consent of Landlord and then only in compliance with the Resource Conservation
and Recovery Act of 1976, as amended, 42 U.S.C. ss.6901 et seq., and all other
applicable laws, ordinances and regulations; to notify Landlord of any incident
which would require the filing of a notice under applicable federal, state, or
local law; not to store or dispose of hazardous substances on the Premises
without first submitting to Landlord a list of all hazardous substances and all
permits required therefor and thereafter providing to Landlord on an annual
basis Tenant's certification that all such permits have been renewed with copies
of such renewed permits; and to comply with the orders and regulations of all
governmental authorities with respect to zoning, building, fire, health, and
other codes, regulations, ordinances or laws applicable to the Premises.
"Hazardous substances" as used in this paragraph shall mean "hazardous
substances" as defined in the Comprehensive Environmental Response Compensation
and Liability Act of 1980, as amended,

                                       11
<PAGE>   12

42 U.S.C. ss.9601 and regulations adopted pursuant to said Act. To the best
of Landlord's knowledge, a special permit was obtained to allow the Premises to
be used for office use.

      6.1.4 Rules and Regulations - To comply with the Rules and Regulations set
forth in Exhibit E and all other reasonable Rules and Regulations hereafter made
by Landlord, of which Tenant has been given written notice, for the care and use
of the Building and Lot and their facilities and approaches, it being understood
that Landlord shall not be liable to Tenant for the failure of other tenants of
the Building to conform to such Rules and Regulations; so long as such rules and
regulations are enforced on a uniform and non-discriminating basis.

      6.1.5 Safety Appliances - To keep the Premises equipped with all safety
appliances required by law or ordinance or any other regulation of any public
authority because of any use made by Tenant (as opposed to matters which apply
to the Building as a whole) and to procure all licenses and permits so required
because of such use and, if requested by Landlord, to do any work so required
because of such use, it being understood that the foregoing provisions shall not
be construed to broaden in any way Tenant's Permitted Uses;

      6.1.6 Assignment and Subletting - Except to a subsidiary or affiliate, not
without the prior written consent of Landlord to assign this Lease, to make any
sublease, or to permit occupancy of the Premises or any part thereof by any
other other than Tenant or American Express voluntarily or by operation of law
(it being understood that in no event shall Landlord consent to any such
assignment, sublease or occupancy if the same is on terms more favorable to the
successor occupant than to the then occupant); as additional rent, to reimburse
Landlord promptly for reasonable legal and other expenses incurred by Landlord
in connection with any request by Tenant for consent to assignment or
subletting; no assignment or subletting shall affect the continuing primary
liability of Tenant (which, following assignment, shall be joint and several
with the assignee); no consent to any of the foregoing in a specific instance
shall operate as a waiver in any subsequent instances. Landlord's consent to any
proposed assignment or subletting is required both as to the terms and
conditions thereof, and as to the credit worthiness of the proposed assignee or
subtenant and the consistency of the proposed assignee's or subtenant's business
with other uses and tenants in the Building. Landlord's consent to assignment or
subletting by Tenant shall not be unreasonably withheld, provided that Tenant is
not then in default under this Lease it being understood if Landlord is
marketing comparable space in the Building or in the building located at
Trafalgar Square ("the Buildings") for lease, Tenant may not enter into any
assignment or sublease or occupancy agreement with a third party the terms of
which require payments of Annual Rent and Additional Rent less than the Annual
Rent rate then being quoted by Landlord for comparable space in the Buildings
for lease. Tenant, upon Landlord's prior written consent, may enter into any
assignment or sublease or occupancy agreement with a third party the terms of
which shall require payments of Annual Rent and Additional Rent to be no less
than seventy-five (75%) of the Annual Rent rate Landlord would lease comparable
space in the Buildings. In the event that any assignee or subtenant pays to
Tenant any amounts in excess of the Annual Rent and additional rent then payable
hereunder, or pro rata portion therefor on a square footage basis for any
portion of the Premises, Tenant shall promptly pay said excess to Landlord as
and when received by Tenant. If Tenant requests Landlord's consent to assign
this Lease or sublet more than 25% of the Premises other than a subsidiary or
wholly-owned entity of Tenant, Landlord shall have the option, exercisable by
written notice to Tenant given within 10 days after receipt of such request, to
terminate this Lease with respect to the space to be assigned or sublet as of a
date specified in such notice which shall not be less than 30 or more than 60
days after the date of such notice. The foregoing provisions shall not apply to
any space which the Tenant, before attempting to sublease, offers to the
Landlord in return for cancellation of this Lease with respect to that space,
except that any payments by subtenants in excess of the Annual Rent and
additional rent shall be paid to Landlord as set forth above.

      6.1.7 Tenant's Indemnification Obligation - Tenant hereby indemnifies and
holds Landlord harmless from and against all claims, demands, liabilities and
expenses, including reasonable attorney's fees, arising from the negligence or
wrongful act of Tenant or its agents, employees or contractors or from any
material breach by Tenant of this Lease, provided that Tenant's obligations
under this subparagraph shall not be effective to the extent such claims,
demands, liabilities or expenses (i) arise out of or relate to the negligence or
wrongful act of Landlord, its agents, employees or contractors or the material
breach of this Lease by Landlord; or (ii) relate to

                                       12
<PAGE>   13


losses typically covered by casualty insurance. In the event any action or
proceeding shall be brought against Landlord by reason of any such indemnified
claim, Tenant shall defend the same as Tenant's expense by counsel reasonably
satisfactory to Landlord; Landlord expressly agrees that Tenant's insurance
counsel shall be satisfactory. Tenant may participate in any such action or
proceeding through counsel employed as its own expense.

      6.1.8 Tenant's Liability Insurance - To maintain public liability
insurance on the Premises indemnifying Landlord and Tenant against all claims
and demands for injury to or death of any person or damage to or loss of
property, on the Premises or connected with the use, condition or occupancy of
any thereof unless caused by the negligence of Landlord or its servants or
agents, any act, fault or omission, or other misconduct of Tenant or its agents,
contractors, licensees, sublessees or invites, in amounts which shall, at the
beginning of the Term, be at least equal to the limits set forth in Section 1.1,
and from time to time during the Term, shall be for such higher limits, if any,
as are customarily carried in the area in which the Premises are located on
property similar to the Premises and used for similar purposes, and shall be
written on the "Occurrence Basis," and to furnish Landlord with certificates
thereof;

      6.1.9 Tenant's Liability Insurance - To keep all of Tenant's employees
working in the Premises covered by worker's compensation insurance in statutory
amounts and to furnish Landlord with certificates thereof;

      6.1.10 Landlord's Right of Entry - To permit Landlord and Landlord's
agents entry: to examine the Premises at reasonable times and, if Landlord shall
so elect, to make repairs or replacements; to remove, at Tenant's expense, any
changes, additions, signs, curtains, blinds, shades, awnings, aerials,
flagpoles, or the like not consented to in writing; and to show the Premises to
prospective tenants during the 12 months preceding expiration of the Term and to
prospective purchasers and mortgagees at all reasonable times;

      6.1.11 Loading - Not to place Tenant's Property, as defined in Section
6.1.13, upon the Premises so as to exceed a rate of 50 pounds of live load per
square foot and not to move any safe, vault or other heavy equipment in, about
or out of the Premises except in such manner and at such times as Landlord shall
in each instance approve; Tenant's business machines and mechanical equipment
which cause vibration or noise that may be transmitted to the Building structure
or to any other leased space in the Building shall be placed and maintained by
Tenant in settings of cork, rubber, spring, or other types of vibration
eliminators sufficient to eliminate such vibration or noise;

      6.1.12 Landlord's Costs - In case Landlord shall be made party to any
litigation commenced by or against Tenant or by or against any parties in
possession of the Premises or any part thereof claiming under Tenant, to pay, as
additional rent, all costs including, without implied limitation, reasonable
counsel fees incurred except in connection with a suit by Tenant or a party
claiming under Tenant to enforce the provisions of this Lease by or imposed upon
Landlord in connection with such litigation, and, as additional rent, also to
pay all such costs and fees incurred by Landlord in connection with the
successful enforcement by Landlord of any obligations of Tenant under this
Lease;

      6.1.13 Tenant's Property - All the furnishings, fixtures, equipment,
effects and property of every kind, nature and description of Tenant and of all
persons claiming by, through or under Tenant which, during the continuance of
this Lease or any occupancy of the Premises by Tenant or anyone claiming under
Tenant, may be on the Premises or elsewhere in the Building or on the Lot shall
be at the sole risk and hazard of Tenant, and if the whole or any part thereof
shall be destroyed or damaged by fire, water or otherwise, or by the leakage or
bursting of water pipes, steam pipes, or other pipes, by theft, or from any
other cause, no part of said loss or damage is to be charged to or be borne by
Landlord unless due to the negligence of Landlord;

      6.1.14 Labor or Materialmen's Liens - To pay promptly when due the entire
cost of any work done on the Premises by Tenant, its agents, employees, or
independent contractors; not to cause or permit any liens for labor

                                       13
<PAGE>   14


or materials performed or furnished in connection therewith to attach to
the Premises; and immediately to discharge any such liens which may so attach;

      6.1.15 Changes or Additions - Not to make any changes or additions to the
Premises without Landlord's prior written consent which approval will not be
unreasonably withheld, provided that Tenant shall reimburse Landlord for all
reasonable costs incurred by Landlord in reviewing Tenant's proposed changes or
additions, and provided further that, in order to protect the functional
integrity of the Building, all such changes and additions shall be performed by
contractors approved by Landlord, which approval shall not be unreasonably
withheld;

      6.1.16 Holdover - To pay to Landlord the greater of twice (a) the then
fair market rent or (b) the total of the Rent and additional rent then
applicable for each month or portion thereof Tenant shall retain possession of
the Premises or any other thereof after the termination of this Lease, whether
by lapse of time or otherwise, and also to pay all damages sustained by Landlord
of the right of re-entry provided in this Lease.

                                   ARTICLE VII
                               CASUALTY AND TAKING

7.1      CASUALTY AND TAKING.

      In case during the Term all or any substantial part of the Premises are
damaged materially by fire or any other cause, or by action of the public
authority in consequence thereof or are taken by eminent domain or Landlord
receives compensable damage by reason of anything lawfully done in pursuance of
public authority resulting in the loss of use of a substantial portion of the
premises, this Lease shall terminate at Landlord's election, which may be made,
notwithstanding Landlord's entire interest may have been divested, by notice to
Tenant within 30 days after the occurrence of the event giving rise to the
election to terminate, which notice shall specify the effective date of
termination which shall not be less than 30 nor more than 60 days after the date
of notice of such termination. If in any such case the Premises are rendered
unfit for use and occupation and the Lease is not terminated, Landlord shall
notify Tenant within thirty days after the occurrence of such event whether or
not Landlord will restore the Premises. If no such notice is given, or if
Landlord states that it does not intend to restore the Premises, Tenant may
thereafter terminate this Lease by notice to Landlord. If within such thirty
days period Landlord gives notice that it will restore Landlord shall use due
diligence (but in no event greater than 120 days) to put the Premises, or, in
case of a taking, what may remain thereof (excluding any items installed or paid
for by Tenant which Tenant may be required or permitted to remove) into proper
condition for use and occupation to the extent permitted by the net award of
insurance or damages available to Landlord, and a just proportion of the Annual
Rent and additional rent according to the nature and extent of the injury shall
be abated until the Premises or such remainder shall have been put by Landlord
in such condition; and in case of a taking which permanently reduces the area of
the Premises, a just proportion of the Annual Rent and additional rent shall be
abated for the remainder of the Term and an appropriate adjustment shall be made
to the Annual Estimated Operating Expenses. If such restoration is not completed
within 180 days of the date of the occurrence of such event, the Tenant may
terminate this Lease by notice to Landlord.

7.2      RESERVATION OF AWARD.

      Landlord reserves to itself any and all rights to receive awards made for
damages to the Premises, Building or Lot and the leasehold hereby created, or
any one or more of them, accruing by reason of exercise of eminent domain or by
reason of anything lawfully done in pursuance of public authority. Tenant hereby
releases and assigns to Landlord all Tenant's rights to such awards, and
covenants to deliver such further assignments and assurances thereof as Landlord
may from time to time request. It is agreed and understood, however, that
Landlord does not reserve to itself, and Tenant does not assign to Landlord, any
damages payable for (i) movable trade fixtures installed by the Tenant or
anybody claiming under Tenant, at its own expense or (ii) relocation expenses
recoverable by Tenant from such authority in a separate action.

                                       14

<PAGE>   15


                                  ARTICLE VIII
                               RIGHTS OF MORTGAGEE

8.1      PRIORITY OF LEASE.

      This lease is and shall continue to be subject and subordinate to any
presently existing mortgage or deed of trust of record covering the Lot or
Building or both (the "mortgaged premises"). The holder of any such presently
existing mortgage or deed of trust shall have the election to subordinate the
same to the rights and interests of Tenant under this Lease exercisable by
filing with the appropriate recording office a notice of such election,
whereupon the Tenant's rights and interests hereunder shall have priority over
such mortgage or deed of trust. Nothing contained herein shall be deemed to
permit Landlord's holder or any third party to diminish the Tenant's right to
quiet enjoyment pursuant to this Lease.

8.2      MORTGAGEE PROTECTION CLAUSE.

      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 a 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 the
Lease; then the Mortgagees and/or Trust Deed Holders shall have sixty (60) days
within which to cure such default or if such default cannot be cured within that
time, then such additional time not to exceed 60 days, as may be necessary if
within such original sixty (60) 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 or 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.

                                   ARTICLE IX
                                     DEFAULT

9.1      EVENTS OF DEFAULT.

      If any default by Tenant continues after written notice, in case of Annual
Rent, additional rent, Tenant Improvement Reimbursement or any other monetary
obligation to Landlord for more than 10 days, or in any other case for more than
30 days and such additional time, if any, as is reasonably necessary to cure the
default if the default is of such a nature that it cannot reasonably be cured in
30 days and Tenant diligently endeavors to cure such default; or if Tenant
becomes insolvent, fails to pay its debts as they fall due, files a petition
under any chapter of the U.S. Bankruptcy Code, 11 U.S.C. 101 et seq., as it may
be amended (or any similar petition under any insolvency law of any
jurisdiction), or if such petition is filed against Tenant; or if Tenant
proposes any dissolution, or liquidation with creditors, makes an assignment or
trust mortgage for benefit of creditors, or if a receiver, trustee, custodian or
similar agent is appointed or takes possession with respect to any property of
Tenant which is not discharged within 30 days; or if the leasehold hereby
created is taken on execution or other process of law in any action against
Tenant; then, and in any such case, Landlord and the agents and servants of
Landlord may, in addition to and not in derogation of any remedies for any
preceding breach of covenant, immediately or at any time thereafter while such
default continues and without further notice, at Landlord's election, do any one
or more of the following: (1) give Tenant written notice stating that the Lease
is terminated, effective upon the giving of such notice or upon a date stated in
such notice, as Landlord may elect, in which event the Lease shall be
irrevocably extinguished and terminated as stated in such notice without any
further action, or (2) with or without process of law, in a lawful manner, enter
and repossess the Premises as of Landlord's former estate, and expel the Tenant
and those claiming through or under Tenant, and remove its and their effects,
without being guilty of trespass, in which event the Lease shall be irrevocably
extinguished and terminated at the time of such entry, or (3) pursue any other
rights or remedies permitted by law. Any such termination of the Lease shall be
without prejudice to any remedies which might otherwise be used for arrears of
rent or prior breach of covenant, and in the event of such termination Tenant
shall remain liable under this Lease as hereinafter provided. Tenant hereby
waives all statutory rights of redemption, if any to the extent such rights may
be lawfully waived, and Landlord, without notice to Tenant, may store Tenant's
effects and those of any

                                       15
<PAGE>   16


person claiming through or under Tenant at the expense and risk of Tenant
and, if Landlord so elects; may after reasonable written notice to Tenant sell
such effects at public auction or private sale and apply the net proceeds to the
payment of all sums due to Landlord from tenant, if any, and pay over the
balance, if any, to Tenant.

9.2      TENANT'S OBLIGATIONS AFTER TERMINATION.

      In the event that this Lease is terminated under any of the provisions
contained in Section 9.1 or shall be otherwise terminated for breach of any
obligation of Tenant, Tenant covenants to pay forthwith to Landlord, as
compensation, the excess of the present value of total rent reserved for the
residue of the Term over the rental value of the Premises for said residue of
the Term. In calculating the rent reserved, there shall be included, in addition
to the annual Rent and all additional rent, the value of all other consideration
agreed to be paid or performed by Tenant for said residue. Tenant further
covenants as an additional and cumulative obligation after any such ending to
pay punctually to Landlord all the sums and perform all of the obligations which
Tenant covenants in this Lease to pay and to perform in the same manner and to
the same extent and at the same time as if this Lease had not been terminated.
In calculating the amounts to be paid by Tenant under the next foregoing
covenant, Tenant shall be credited with any amount paid to Landlord as
compensation as provided in the first sentence of this Section 9.2 and also with
the net proceeds of any rents obtained by Landlord by reletting the Premises,
after deducting all Landlord's expenses in connection with such reletting,
including, without implied limitation, all repossession costs, brokerage
commissions, fees for legal services and expenses of preparing the Premises for
such reletting, it being agreed by Tenant that Landlord may (i) relet the
Premises or any part or parts thereof 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 and may grant such
concessions and free rent as Landlord in its sole judgment considers advisable
or necessary to relet the same and (ii) make such alterations, repairs and
decorations in the Premises as Landlord in its sole judgment considers advisable
or necessary to relet the same, and no action of Landlord in accordance with the
foregoing or failure to relet or to collect rent under reletting shall operate
or be construed to release or reduce Tenant's liability as aforesaid.

      So long as at least 12 months of the Term remain unexpired at the time of
such termination, in lieu of any other damages or indemnity and in lieu of full
recovery by Landlord of all sums payable under all the foregoing provisions of
this Section 9.2, Landlord may by written notice to Tenant, at any time after
this Lease is terminated under any of the provisions contained in Section 9.1,
or is otherwise terminated for breach of any obligation of tenant and before
such full recovery, elect to recover, and Tenant shall thereupon pay, as
liquidated damages, an amount equal to the aggregate of the Annual Rent and
additional rent accrued under Article IV in the 12 months ended next prior to
such termination plus the amount of Annual Rent and additional rent of any kind
accrued and unpaid at the time of termination and less the amount of any
recovery by Landlord under the foregoing provisions of this Section 9.2 up to
the time of payment of such liquidated damages.

      Nothing contained in this Lease shall, however, limit or prejudice the
right of Landlord to prove and obtain in proceedings for bankruptcy or
insolvency by reason of the termination of this Lease, an amount equal to the
maximum allowed by any statute or rule of law in effect at the time when, and
governing the proceedings in which, the damages are to be proved, whether or not
the amount be greater, equal to, to less than the amount of the loss or damages
referred to above.

                                    ARTICLE X
                                  MISCELLANEOUS

10.1     NOTICE OF LEASE.

      Upon request of either party, both parties shall execute and deliver,
after the Term begins, a short form of this Lease in form appropriate for
recording or registration, and if this Lease is terminated before the Term
expires, an instrument in such form acknowledging the date of termination.

10.2     SECTION OMITTED.

                                       16
<PAGE>   17

10.3     NOTICES FROM ONE PARTY TO THE OTHER.

      All notices required or permitted hereunder shall be in writing and
addressed, if to the Tenant, at Tenant's Address or such other address as Tenant
shall have the last designated by notice in writing to Landlord and, if to
Landlord, at Landlord's Address or such other address as Landlord shall have
last designated by notice in writing to the Tenant. Any notice shall have been
deemed duly given if mailed to such address postage prepaid, registered or
certified mail, return receipt requested, when deposited with the U.S. Postal
Service, or if delivered to such address by hand, when so delivered.

10.4     BIND AND INURE.

      The obligations of this Lease shall run with the land, and this Lease
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, except that the Landlord named herein and
each successive owner of the Premises shall be liable only for the obligations
accruing during the period of its ownership. The obligations of Landlord shall
be binding upon the assets of Landlord which comprise the Premises but not upon
other assets of Landlord. No individual partner, trustee, stockholder, officer,
director, employee or beneficiary of Landlord shall be personally liable under
this Lease and Tenant shall look solely to Landlord's interest in the Premises
in pursuit of its remedies upon an event of default hereunder, and the general
assets of the individual partners, trustees, stockholders, officers, employees
or beneficiaries of Landlord shall not be subject to levy, execution or other
enforcement procedure for the satisfaction of the remedies of Tenant. The
foregoing does not limit the indemnity obligation of the Landlord pursuant to
Section 5.1.6.

10.5     NO SURRENDER.

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

10.6     NO WAIVER, ETC.

      The failure of Landlord or of Tenant to seek redress for violation of, or
to insist upon the strict performance of any covenant or condition of this Lease
or, with respect to such failure of Landlord, any of the Rules and Regulations
referred to in Section 6.1.4, whether heretofore or hereafter adopted by
Landlord, shall not be deemed a waiver of such violation nor prevent a
subsequent act, which would have originally constituted a violation, from having
all the force and effect of an original violation, nor shall the failure of
Landlord to enforce any of said Rules and Regulations against any other tenant
in the Building be deemed a waiver of any such Rules or Regulations. The receipt
of Landlord of Annual Rent or additional rent with knowledge of the breach of
any covenant of this Lease shall not be deemed a waiver of such breach by
Landlord, unless such waiver be in writing and signed by Landlord. No consent or
waiver, express or implied, by Landlord or Tenant to or of any breach of any
agreement or duty shall be construed as waiver or consent to or of any other
breach of the same or any other agreement or duty.

10.7     NO ACCORD AND SATISFACTION.

      No acceptance by Landlord of a lesser sum than the Annual Rent and
additional rent then due shall be deemed to be other than on account of the
earliest installment of such rent due, nor shall any endorsement or statement on
any check or any letter accompanying any check or payment as rent be deemed as
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 provided.

10.8     CUMULATIVE REMEDIES.

      The specific remedies to which Landlord may resort under the terms of this
Lease are cumulative and are not intended to be exclusive of any other remedies
or means of redress to which it may be lawfully entitled in case of any breach
or threatened breach by Tenant of any provisions of this Lease. In addition to
the other remedies provided in this Lease, Landlord shall be entitled to the
restraint by injunction of the violation or attempted or threatened violation of
any of the covenants, conditions or provisions of this Lease or to a decree
compelling specific performance of any such covenants, conditions or provisions.


                                       17
<PAGE>   18

10.9     LANDLORD'S RIGHT TO CURE.

      If Tenant shall at any time default in the performance of any obligation
under this Lease, Landlord shall have the right, but shall not be obligated, to
enter upon the Premises at reasonable times upon reasonable notice and to
perform such obligation, notwithstanding the fact that no specific provisions
for such substituted performance by Landlord is made in this Lease with respect
to such default. In performing such obligation, Landlord may make any payment of
money or perform any other act. All sums so paid by Landlord (together with
interest at the rate of 4% per annum in excess of the then average prime
commercial rate of interest being charged by the three largest national banks in
Boston, Massachusetts) and all necessary incidental costs and expenses in
connection with the performance of any such act by Landlord, shall be deemed to
be additional rent under this Lease and shall be payable to Landlord immediately
on demand. Landlord may exercise the foregoing rights without waiving any of its
rights or releasing Tenant from any of its obligations under this Lease

10.10    ESTOPPEL CERTIFICATE.

      Tenant agrees, from time to time, upon not less than 15 days' prior
written request by Landlord, to execute, acknowledge and deliver to Landlord a
statement in writing certifying that this Lease is unmodified and in full force
and effect; that Tenant has no defenses, offsets or counterclaims against its
obligations to pay the Annual Rent and additional rent and to perform its other
covenants under this Lease; that there are no uncured defaults of Landlord or
Tenant under this Lease (or, if there have been modifications, that this Lease
is in full force and effect as modified and stating the modifications, and, if
there are any defenses, offsets, counterclaims, or defaults, setting them forth
in reasonable detail); and the dates to which the Annual Rent, additional rent
and other charges have been paid. Any such statement delivered pursuant to this
Section 10.10 shall be in a form reasonably acceptable to and may be relied upon
by an prospective purchaser or mortgagee of the premises which include the
Premises or any prospective assignee of any such mortgagee.

10.11    WAIVER OF SUBROGATION.

      Any insurance carried by either party with respect to the Premises and
property therein or occurrences thereon shall include a clause or endorsement
denying to the insurer rights of subrogation against the other party to the
extent rights have been waived by the insured prior to occurrences of injury or
loss. Each party, notwithstanding any provisions of this Lease to the contrary,
hereby waives any rights of recovery against the other for injury or loss due to
hazards covered by insurance containing such clause or endorsement to the extent
of the indemnification received thereunder.

10.12    ACTS OF GOD.

      In any case where either party hereto is required to do any act, delays
caused by or resulting from Acts of God, war, civil commotion, fire, flood or
other casualty, labor difficulties, shortages of labor, materials or equipment,
government regulations, unusually severe weather, or other causes beyond such
party's reasonable control shall not be counted in determining the time during
which work shall be completed, whether such time be designated by a fixed date,
a fixed time or a "reasonable time," and such time shall be deemed to be
extended by the period of such delay, however, in no case will such delay exceed
a period of one (1) year.

10.13    BROKERAGE.

      Tenant agrees to defend, indemnify and save Landlord harmless from and
against any and all cost, expense or liability for any compensation, commissions
or charges claimed by a broker or agent, other than Hunneman Real Estate
Corporation and Corporate Properties, Ltd. with respect to Tenant's dealings in
connection with this Lease.

      Landlord agrees to pay any commissions or other charges of Hunneman Real
Estate Corporation and Corporate Properties, Ltd.

10.14    SUBMISSION NOT AN OFFER.

      The submission of a draft of this Lease or a summary of some or all of its
provisions does not constitute an offer to lease or demise the Premises, it
being understood and agreed that neither Landlord nor Tenant shall be

                                       18
<PAGE>   19


legally bound with respect to the leasing of the Premises unless and until
this Lease has been executed by both Landlord and Tenant and a fully executed
copy has been delivered to each of them.

10.15    APPLICABLE LAW AND CONSTRUCTION.

      This Lease shall be governed by and construed in accordance with the laws
of the State of New Hampshire. If any term, covenant, condition or provision of
this Lease or the application thereof to any person or circumstances shall be
declared invalid or unenforceable by the final ruling of a court of competent
jurisdiction having final review, the remaining terms, covenants, conditions and
provisions of this Lease and their application to persons or circumstances shall
not be affected thereby and shall continue to be enforced and recognized as
valid agreements of the parties, and in the place of such invalid or
unenforceable provision, there shall be substituted a like, but valid and
enforceable provision which comports to the findings of the aforesaid court and
most nearly accomplishes the original intention of the parties.

      There are no oral or written agreements between Landlord and Tenant
affecting this Lease. This Lease may be amended, and the provisions hereof may
be waived or modified, only by instruments in writing executed by Landlord and
Tenant.

      The titles of the several Articles and Sections contained herein are for
convenience only and shall not be considered in construing this Lease.

      Unless repugnant to the context, the words "Landlord" and "Tenant"
appearing in this Lease shall be construed to mean those named above and their
respective heirs, executors, administrators, successors and assigns, and those
claiming through or under them respectively. If there be more than one Tenant,
the obligations imposed by this Lease upon Tenant shall be joint and several.

                                   ARTICLE XI
                                SECURITY DEPOSIT


                                [ARTICLE OMITTED]



                                   ARTICLE XII
                                    APPROVALS

TENANT ACKNOWLEDGES THAT TENANT'S BOARD OF DIRECTORS HAS APPROVED THIS LEASE AS
EVIDENCED THEREOF BY EXHIBIT F.

EXECUTED as a sealed instrument in three or more counterparts on the day and
year first written above.


                            LANDLORD:  SUN LIFE ASSURANCE COMPANY OF CANADA (US)

                                       By:  /s/
                                       -----------------------------------------


                                       By:  /s/
                                       -----------------------------------------

                             TENANT: NASHUA CORPORATION


                                       By:  /s/ William Luke
                                          --------------------------------------


                                       19

<PAGE>   20


                                    Name:       William Luke
                                          --------------------------------------
                                                     (please print or type)

                                    Title:    Vice President & CFO
                                           -------------------------------------
                                                     (please print or type)


                                            A COPY OF TENANT'S CORPORATE
                                            AUTHORIZATION FOR SUCH EXECUTION IS
                                            ATTACHED HERETO.

                                       20


<PAGE>   21

                                            Exhibit A

                                            Nashua Corporation

                                            Approximately 17,102 r.s.f.






                                  [FLOOR PLAN]





         Second Floor
                            11 Trafalgar Square
                            Nashua, NH

                            Cross hatched for
                            Location purposes
                            Only


                                       21
<PAGE>   22


                                    EXHIBIT B

                                 RIDER TO LEASE

                                     BETWEEN

                    SUN LIFE ASSURANCE COMPANY OF CANADA (US)

                                       AND

                               NASHUA CORPORATION

The following provisions are incorporated as an integral part of the captioned
Lease.

1.   ANNUAL RENT INCREASE

         The Annual Rent for years six (6) through ten (10) shall increase to
         $15.00/RSF effective the first day of the sixty-first (61st) month of
         lease term.


2.   BASE FOR ANNUAL OPERATING AND REAL ESTATE TAX EXPENSES

         The Operating Expense Base included in the Annual Rent will be the
         actual operating expenses for calendar year 1995. The Real Estate Tax
         Base included in the Annual Rent will be the actual taxes paid for Tax
         Year April 1, 1995 - March 31, 1996.


3.   LEASEHOLD IMPROVEMENTS

         Landlord agrees to provide Tenant with an allowance of up to $20.00 per
         rentable square foot of Tenant's premises ($342,040) to be applied
         toward the cost of Leasehold Improvements and $38,000 to be applied
         toward architectural and engineering costs to prepare the Complete
         Plans. Such allowance is contingent upon Landlord's review of Tenant's
         audited financial statements.

4.   OPTION TO EXTEND TERM

         Tenant is given the option to extend the term on all provisions
         contained in this Lease, except for the Annual Rent, for two five (5)
         year periods ("Extended Term") following expiration of the Lease term
         by giving written notice of exercise of the Option ("Option Notice") to
         Landlord at least two hundred seventy (270) days before the expiration
         of the Original Lease Term and First Extended Term provided that this
         Lease is in full force and effect and that Tenant has not been in
         default under the terms of this Lease whereby Tenant has not cured such
         default within the allotted cure period at any time during the Original
         Term or Extended Term or on the date of Tenant giving the Option
         Notice, the Option Notice shall be ineffective, or if Tenant is in
         default on the day the Extended Term (s) is to commence, without
         reasonable assurances such default will be cured, within the allotted
         cure period. The Extended Term(s) shall not commence and this Lease
         shall expire at the end of the Lease Term.


                                       22
<PAGE>   23


                                                                       Exhibit B
                                                                     Page 2 of 3


         The parties shall have ninety (90) days after Landlord receives the
         Option Notice in which to agree on the Annual Rent during the Extended
         Term. If the parties agree on the Annual Rent during that period, they
         shall immediately execute an amendment to this Lease stating the Annual
         Rent.

         In the event the Landlord and Tenant are unable to agree on the Annual
         Rent for the Extended Term, then within fifteen (15) days the parties
         shall make application to the President of the local Chapter of the
         American Institute of Appraisers, or its successor having jurisdiction
         over the city, who shall appoint an independent appraiser to determine
         fair market Annual Rent and whose sole determination shall be final.

         Under no circumstances, whether the Annual Rent for the Extended Term
         is agreed by the parties or determined by appointed appraiser, shall
         the Annual Rent for the Extended Term be reduced below the previous
         Annual Rent.

         The expense of the appointed appraiser shall be borne equally by the
         Landlord and Tenant. All such appraisers shall be disinterested persons
         who have had at least ten (10) years experience in appraising
         commercial real estate in the state.

         Landlord agrees to provide Tenant with an allowance up to $75,000 for
         painting and carpeting the Tenant's premises at the commencement of the
         First Extended Term.

5.   EXTERIOR SIGNAGE

         Tenant shall be permitted, at its sole cost and expense to install and
         maintain an appropriate sign on the Premises identifying Tenant subject
         to:

         a)       The reasonable approval of Landlord as to location, quality,
                  size and style provided that such sign may be located on the
                  exterior of the Premises above the second floor.

         b)       Limitations of applicable law. Tenant shall secure all
                  permits necessary for the installation of such sign at its
                  own cost and expense.

         Tenant also agrees to remove the signage at the end of the Lease Term
         or Extended Term (s) and the cost to restore the building facade to its
         original condition prior to installation of such signage shall be paid
         for by Tenant.


                                       23
<PAGE>   24



                                                                       Exhibit B
                                                                     Page 3 of 3

6.    SATELLITE DISH

         Tenant shall be permitted at its sole cost and expense to install and
         maintain a satellite dish on the roof of 11 Trafalgar Square subject to
         Landlord's approval as to exact location and size. Any reasonable
         expense incurred by Landlord in reviewing the location shall be
         immediately reimbursed to Landlord by Tenant (i.e., structural review).
         Tenant shall operate the equipment in accordance with all Federal,
         State, and Local regulations. Tenant shall remove the equipment at the
         end of the Lease Term or Extended Term(s) and the cost to repair any
         resulting damage to the roof shall be paid by Tenant.


7.   SELECTION OF CONTRACTOR, SUBCONTRACTOR

         Spaulding & Slye Construction Company, Inc., the Landlord's Contractor,
         shall act as General Contractor for the Leasehold Improvements provided
         its fees for such services shall not exceed those which are reasonable
         and customary for comparable services in Nashua, New Hampshire.

         Subcontractors to perform each type of work shall be the low qualified
         bidder selected from among three bidders for each type of work, tow of
         which bidders shall be selected by Landlord and one of which shall be
         selected by Tenant, provided that Tenant provides the names of such
         contractor to Landlord's Contractor before the Complete Plans are
         approved and further provided that Landlord's Contractor shall have
         approved such contractor as having met in Landlord's Contractor's
         reasonable judgements, the qualifications required in selecting the
         other contractor.


                                       24
<PAGE>   25


                                    EXHIBIT D
                               LANDLORD'S SERVICES

         I.       CLEANING

                  A.     GENERAL
                         1. All cleaning work will be performed between 5:30
                  p.m. and 12 midnight, Monday through Friday, unless otherwise
                  necessary for stripping, waxing, etc.
                         2. Abnormal waste removal (e.g., computer installation
                  paper, bulk packaging, wood or cardboard crates, shall be
                  Tenant's responsibility.

                  B.     DAILY OPERATIONS (5 TIMES PER WEEK)
                         1.    Tenant Areas
                            a. Empty and clean all waste receptacles; wash
                               receptacles as necessary.
                            b. Vacuum all rugs and carpeted areas.
                            c. Empty, damp-wipe and dry all ashtrays.
                         2.    Lavatories
                            a. Sweep and wash floors with disinfectant.
                            b. Wash both sides of toilet seats with
                               disinfectant.
                            c. Wash all mirrors, basins, bowls, urinals.
                            d. Spot clean toilet partitions.
                            e. Empty and disinfect sanitary napkin disposal
                               receptacles.
                            f. Refill toilet tissue, towel, soap, and sanitary
                               napkin dispensers.
                         3.    Public Areas
                            a. Wipe down entrance doors and clean glass
                               (interior and exterior).
                            b. Vacuum elevator carpets and wipe down doors and
                               walls.
                            c. Clean water coolers.

                  C.     OPERATIONS AS NEEDED (BUT NOT LESS THAN EVERY OTHER
                         DAY)
                         1.    Tenant and Public Areas
                            a. Buff all resilient floor areas and vacuum all
                  carpeted areas.

                  D.     WEEKLY OPERATIONS
                         1.    Tenant Areas, Lavatories, Public Areas
                            a. Hand-dust and wipe clean all horizontal
                               surfaces with treated cloths to include
                               furniture, office equipment, window sills,
                               door ledges, chair rails, baseboards,
                               convertor tops, etc., within normal reach.
                            b. Remove finger marks from private entrance doors,
                               light switches, and doorways.
                            c. Sweep all stairways.

                  E.     MONTHLY OPERATIONS
                         1.    Tenant and Public Areas
                            a. Thoroughly vacuum seat cushions on chairs,
                               sofas, etc.
                            b. Vacuum and dust grillwork.
                         2.    Lavatories
                            a. Wash down interior walls and partitions.

                  F.     AS REQUIRED AND WEATHER PERMITTING, BUT NOT LESS
                  FREQUENTLY THAN TWICE A YEAR
                         1.    Entire Building
                            a. Clean inside of all windows.
                            b. Clean outside of all windows.


                                       25
<PAGE>   26


                  G.     YEARLY
                         1.    Tenant and Public Areas
                            a. Strip and wax all resilient tile floor areas.

         II.      HEATING, VENTILATING, AND AIR CONDITIONING

                  1.     Heating, ventilating, and air conditioning,
             (hereinafter called "HVAC") as required to provide reasonably
             comfortable temperatures for normal business day occupancy
             (excepting holidays); Monday through Friday from 8:00 a.m. to 6:00
             p.m. and Saturday from 8:00 a.m. to 12:00 p.m. although Tenant may
             have access to the Premises at all times every day of the year.

                  2. If the Tenant shall require HVAC at any other time
             (hereinafter called "After Hours"), the Landlord shall furnish HVAC
             After Hours upon reasonable advance notice from the Tenant and the
             Tenant shall pay as Additional Rent the then established reasonable
             charges of the Landlord. In the event more than one tenant in the
             office building shall request After HVAC at the same time or times,
             the Landlord shall use their best efforts to pro-rate the charges
             therefore among all users.

                  3. The Landlord shall not be responsible if the normal
             operation of the office building HVAC system shall fail to maintain
             reasonable temperatures within the Tenant's Premises or any portion
             thereof: a. which shall have an electrical load in excess of five
             (5) watts per square foot of usable area for all purposes or which
             shall have a human occupancy factor in excess of one (1) person per
             one hundred (100) square feet of usable area; or b. because of any
             design or arrangement or partitioning or other improvements to the
             Tenant's Premises; or c. if the Tenant fails to cooperate with the
             Landlord at all times and abide by regulations and requirements
             which the Landlord may reasonably prescribe for the proper
             functioning and protection of the HVAC system.

                  4. The Tenant shall not use or permit the use of any portion
             of the Premises for the preparation of foods except for normal
             microwave use or the conduct of any other activity which would
             permit fumes or odors to enter the HVAC system.

                  5. Maintenance of any additional or special air conditioning
             equipment and the associated operating cost will be at Tenant's
             expense.

         III.     WATER
                  Hot water for lavatory purposes and cold water for drinking,
                  lavatory and toilet purposes.

         IV.      ELEVATORS (if Building is Elevatored)
                  Elevators for the use of all tenants and the general public
                  for access to and from all floors of the Building. Programming
                  of elevators (including, but not limited to, service
                  elevators) shall be as Landlord from time to time determines
                  best for the Building as a whole.

         V.       RELAMPING OF LIGHT FIXTURES
                  Tenant will reimburse Landlord for the cost of lamps, ballasts
                  and starters and the cost of replacing same within the
                  Premises.

         VI.      CAFETERIA AND VENDING INSTALLATIONS
                         1. Any space to be used primarily for lunchroom or
                  cafeteria operation shall be Tenant's responsibility to keep
                  clean and sanitary, it being understood that Landlord's
                  approval of such use must be first obtained in writing.
                  Landlord will provide trash removal and cleaning services
                  similar to other areas of the Premises.

                                       26
<PAGE>   27

                         2. Vending machines or refreshment service
                  installations by Tenant must be approved by Landlord in
                  writing and shall be restricted in use to employees and
                  business callers. All cleaning necessitated by such
                  installations shall be at Tenant's expense.

         VII.     ELECTRICITY

                         1. The Landlord will provide electrical energy for
                  lighting of both land and common areas as well as equipment
                  necessary to provide services included in this Lease. Tenant
                  electricity (lights and plugs) will be separately metered and
                  use thereof will be the sole responsibility of the Tenant
                  within the Tenant's Premises.

                         2. The Tenant covenants that at no time shall the use
                  of electrical energy in the Premises exceed the capacity of
                  the existing feeders and wiring installations then serving the
                  Premises. The Tenant shall not make any alterations in or
                  additions to the wiring installations in the Premises or the
                  size, type and number of business machines, office equipment
                  or other appliances in or serving the Premises without prior
                  written approval of the Landlord unless said machines, etc.
                  are standard office equipment. Approval of the Landlord for
                  such additions or alterations shall not be unreasonably
                  withheld, provided the Tenant shall pay all costs of any
                  additional risers or equipment required for such additional
                  requirements and approval of the Landlord may be conditioned
                  upon the Tenant's agreement to pay the Landlord, as Additional
                  Rent, the cost of the additional electrical energy to be made
                  available to the Premises and any other reasonable costs
                  incurred by the Landlord in connection therewith.


                                       27
<PAGE>   28



                                    EXHIBIT E
                              RULES AND REGULATIONS

                  1. The entrances, lobbies, passages, corridors, elevators,
         halls, courts, sidewalks, vestibules, and stairways shall not be
         encumbered or obstructed by Tenant, Tenant's agents, servants,
         employees, licensees or visitors or used by them for any purposes other
         than ingress or egress to and from the Premises.

                  2. The moving in or out of all safes, freight, furniture, or
         bulky matter of any description shall take place during the hours which
         Landlord may determine from time to time. Landlord reserves the right
         to inspect all freight and bulky matter to be brought into the Building
         and to exclude from the Building all freight and bulky matter which
         violates any of the Rules and Regulations or the Lease of which these
         Rules and Regulations are a part. Landlord reserves the right to have
         Landlord's structural engineer review Tenant's floor loads on the
         Premises at Tenant's expense.

                  3. Tenant, or the employees, agents, servants, visitors or
         licensees of Tenant shall not at any time place, lease or discard any
         rubbish, paper, articles, or objects of any kind whatsoever outside the
         doors of the Premises or in the corridors or passageways of the
         Building. No animals or birds shall be brought or kept in or about the
         Building. Bicycles shall not be permitted in the Building.

                  4. Tenant shall not place objects against glass partitions or
         doors or windows or adjacent to any common space which would be
         unsightly from the Building corridors or from the exterior of the
         Building and will promptly remove the same upon notice from Landlord.

                  5. Tenant shall not make noises, cause disturbances, create
         vibrations, odors or noxious fumes or use or operate any electric or
         electrical devices or other devices that emit sound waves or are
         dangerous to other tenants and occupants of the Building or that would
         interfere with the operation of any device or equipment or radio or
         television broadcasting or reception from or within the Building or
         elsewhere, or with the operation of roads or highways in the vicinity
         of the Building, and shall not place or install any projections,
         antennae, aerials, or similar devices inside or outside of the
         Premises, without the prior written approval of Landlord.

                  6. Tenant may not (without Landlord's approval therefor, which
         approval will be signified of Tenant's Plans submitted pursuant to the
         Lease) and Tenant shall not permit or suffer anyone to: (a) cook in the
         Premises; (b) place vending or dispensing machines of any kind in our
         about the Premises; (c) at any time sell, purchase or give away, or
         permit the sale, purchase, or gift of food in any form except as set
         forth in Exhibit D.

                  7. Tenant shall not: (a) use the Premises for lodging,
         manufacturing or for any immoral or illegal purposes; (b) use the
         Premises to engage in the manufacture or sale of, or permit the use of
         spirituous, fermented, intoxicating or alcoholic beverages on the
         Premises; (c) use the Premises to engage in the manufacture or sale of,
         or permit the use of, any illegal drugs on the Premises.

                  8. No awning or other projections shall be attached to the
         outside walls or windows. No curtains, blinds, shades, screens or signs
         other than those furnished by Landlord shall be attached to, hung in,
         or used in connection with any window or door of the Premises without
         prior written consent of Landlord.

                  9. No signs, advertisement, object, notice or other lettering
         shall be exhibited, inscribed, painted or affixed on any part of the
         outside or inside of the Premises if visible from outside of the
         Premises other than what is set forth on Exhibit B. Interior signs on
         doors shall be painted of affixed for

                                       28
<PAGE>   29


         Tenant by Landlord or by sign painters first approved by Landlord at
         the expense of Tenant and shall be of a size, color and style
         acceptable to Landlord.

                  10. Landlord shall have the right to prohibit any advertising
         by Tenant which, in Landlord's opinion, tends to impair the reputation
         of the Building or its desirability for offices, and upon written
         notice from Landlord, Tenant will refrain from or discontinue such
         advertising.

                  11. Door keys for doors in the Premises will be furnished at
         the Commencement of the Lease by Landlord. Tenant shall not affix
         additional locks on doors and shall purchase duplicates keys only from
         Landlord. In the event of the loss of any keys so furnished by
         Landlord, Tenant shall pay to Landlord the cost thereof.

                  12. Tenant shall cooperate and participate in all security
         programs affecting the Building.

                  13. Tenant assumes full responsibility for protecting its
         space from theft, robbery, and pilferage, which includes keeping doors
         locked and other means of entry to the Premises closed and secured.

                  14. Tenant shall not make any room-to-room canvass to solicit
         business from other tenants in the Building, and shall not exhibit,
         sell or offer to sell, use, rent or exchange any item or services in or
         from the Premises unless ordinarily embraced within the Tenant's use of
         the Premises as specified in its Lease. Canvassing, soliciting and
         peddling in the Building are prohibited and Tenant shall cooperate to
         prevent the same. Peddlers, solicitors and beggars shall be reported to
         the Management Office.

                  15. Tenant shall not mark, paint, drill into, or in any way
         deface any part of the Building or Premises. No boring, driving of
         nails, or screws, cutting or stringing of wires shall be permitted,
         except with the prior written consent of Landlord, and as Landlord may
         direct. Tenant shall not install any resilient tile or similar floor
         covering the Premises except with the prior written approval of
         Landlord. The use of cement or other similar adhesive material is
         expressly prohibited.

                  16. Tenant shall not waste electricity or water and agrees to
         cooperate fully with Landlord to assure most effective operation of the
         Building's heating and air conditioning and shall refrain from
         attempting to adjust controls. Tenant shall keep corridor doors closed
         except when being used for access.

                  17. The water and wash closets and other plumbing fixtures
         shall not be used for any purposes other than those for which they were
         constructed, and no sweepings, rubbish, rags, or other substances shall
         be thrown therein.

                  18. Building employees shall not be required to perform, and
         shall not be requested by any tenant or occupant to perform, any work
         outside of their regular duties, unless under specific instructions
         from the office of the Managing Agent of the Building.

                  19. Tenant may request heating and/or air conditioning during
         other periods in addition to normal working hours by submitting its
         request in writing to the office of the Managing Agent of the Building
         no later than 2:00 p.m. the preceding work day (Monday through Friday)
         on forms available from the office of the Managing Agent. The request
         shall clearly state the start and stop hours of the "off-hour" service.
         Tenant shall submit to the Building Manager a list of personnel
         authorized to make such request. The Tenant shall be charged for such
         operation in the form of additional rent; such charges are to be
         determined by the Managing Agent and shall be fair and reasonable and
         reflect the additional operating costs involved.


                                       29
<PAGE>   30

                  20. Tenant shall submit to Landlord on December 31 of each
         year of the Term of this Lease a statement, certified by an authorized
         officer of Tenant, which contains the following information: name of
         all chemicals, gases, and hazardous substances, used, generated, or
         stored on the Premises; type of substance (liquid, gas, or granular);
         quantity used, stored or generated per year; method of disposal; permit
         number, if any, attributable to each substance, together with copies of
         all permits for such substances; and permit expiration date for each
         substance other than standard office supplies.


                                       30
<PAGE>   31



                        ASSISTANT SECRETARY'S CERTIFICATE


         I, Suzanne L. Ansara, hereby certify that:

         1.       I am the Assistant Secretary of Nashua Corporation, a
                  Delaware Corporation.

         2.       The following is a true copy of a vote duly adopted by the
                  Board of Directors of Nashua Corporation on October 28, 1994,
                  which vote has not since been altered, amended or rescinded:


                  VOTED:  that the lease of space in Nashua, New Hampshire at
                          11 Trafalgar Square, for a period of ten years at a
                          base rate not to exceed $2,500,000 for the ten year
                          period be, and the same hereby is, approved.


         IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
         the said corporation this 15th day of December, 1994


                                        /s/ Suzanne L. Ansara
                                        ----------------------------------------
                                        Suzanne L. Ansara



                                       31