EXHIBIT 10.4 This lease made as of the 31 day of January, 1994 by and between Phoenix Home Life Mutual Insurance Company (hereinafter called the "Landlord"), and Computer Telephone Company (hereinafter called the "Tenant"). ARTICLE I DEMISED PREMISES...

                                                              EXHIBIT 10.4


This lease made as of the 31 day of January, 1994 by and between Phoenix Home
Life Mutual Insurance Company (hereinafter called the "Landlord"), and
Computer Telephone Company (hereinafter called the "Tenant").

                               ARTICLE I
                          DEMISED PREMISES

Subject to the provisions of this Lease, Landlord hereby demises and leases to
Tenant, and Tenant hereby leases from Landlord, the following described
premises (hereinafter referred to as "demised Premises" or Leased premises):
that portion of the first floor of the building numbered 000 Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxxxxxx, (the "Building"), containing an area deemed to be
7,316 rentable square feet all as more particularly shown on plan attached
hereto as Exhibit "A."

This lease is subject to existing easements and party wall agreements, if any,
and to rights and encumbrances of record, and the Landlord excepts and
reserves hallways, stairways and shaftways and elevators, if any, serving
other parts of said building and the right to maintain use, repair and replace
pipe ducts, wires, meters and any other equipment, machinery, apparatus and
fixtures serving other parties thereof.  Tenant shall have access to the
building and their offices on a 24 hour basis, 7 days per week.

The demised premises are Leased herewith, together with the right to use, in
common with others entitled thereto, the hallways, stairways, and elevator(s),
if any, necessary for access to the demised premises, the lavatories nearest
thereto, and the parking lot.

Landlord's building, in which the demised premises are situated, is numbered
000 Xxxxxxxx Xxxxxx in said Lexington and may be referred to herein as
"Landlord's Building" or the "Building." Said Building, together with the land
on which it is situated, may be referred to herein as " Landlord's Property."

Tenant accepts the premise in an "AS IS" condition, except that Landlord will
at its sole expense improve the demised premises in accordance with Exhibit
"B" attached hereto and made a part hereof by reference.

                               ARTICLE II

INITIAL TERM.  The term of this Lease shall be for sixty-two (62) months, (the
"Term") beginning on the later to occur of (i) the date the Premises are
Substantially Complete as defined in Article XXI or (ii) February 1, 1994 (the
"Lease Commencement Date").  Landlord and Tenant shall confirm the Lease
Commencement Date in writing within ten (10) days after the Premises are
Substantially Complete."

RENEWAL OPTION.  Thereafter, so long as Tenant is not in default hereunder,
(following any applicable grace periods) Tenant shall have the right and the
option to extend this Lease for one extended term of five (5) years (the
Extended Term).  Tenant shall exercise its option to extend for the Extended
Term by giving written notice to Landlord at least 120 days prior to the end
of the Initial term.  If Tenant fails to give such notice exercising its
option for the Extended Term, this Lease shall automatically expire at the end
of the Initial Term, and Lessee shall have no further option to extend the
term of the Lease.  The Initial Term and the Extended Term hereinafter
collectively referred to as the "Term" of this Lease.  Basic Annual Rent for
Extended Term to be 95% of the then Fair Market Value determined as of ninety
(90) days prior to the expiration of the initial term mutually agreed upon
based on the effective rents, inclusive of all rental concessions (i.e.  free
rent) for comparable office space in the Lexington submarket.  If a Fair



Market Value is not agreed to then it is mutually agreed that both parties
will go to arbitration.

                               ARTICLE III
                                    RENT

3.1 Tenant agrees to pay Landlord basic annual rent ("Basic Annual Rent") in
accordance with the following provisions, payable in equal monthly
installments on the first day of each calendar month of the Term (subject to
the following sentence), in advance, without deduction or set-off, except as
expressly set forth herein.  For any portion of a calendar month, at the
beginning or end of the Term, Tenant shall pay Basic Annual Rent, at the rate
payable for such portion.

Tenant shall pay Basic Annual Rent at an annualized rate of ninety-five
Thousand One Hundred Eight Dollars and no cents ($95,108.00) for months three
through thirty-eight, in advance in equal monthly installments of $7,925.67 on
or before the first day of every month; and, ninety-six Thousand Nine Hundred
Thirty-Seven Dollars and no cents for months thirty-nine through sixty-two, in
advance in equal month installments of $8,078.08 on or before the first day of
each month.  No rent is due during the first two months of the Term.

3.2 In addition to the Basic Annual Rent, the Tenant will pay to
the Landlord, as additional rent, 13.91% of any increase in the real estate
taxes (excluding interest and/or penalties) assessed with respect to the land
and the buildings of the demised premises are a part, above the taxes for the
Fiscal Year 1994 ("Base Taxes").  The Landlord shall notify the Tenant in
writing, as to the amount of such an increase, if any, and the amount of
Tenant's proportionate share of such increase, enclosing therewith a copy of
the applicable tax xxxx from the Town of Lexington and payment shall be made
by Tenant within ten (10) days after receipt of such notice.

Reference to "real estate taxes" shall include, without limitation,
betterments or other assessments, which may be imposed on or with respect to
Landlord's Property and similar or other taxes, which may be subsequently
imposed, in lieu of or in addition to real estate taxes as now assessed. 
Federal, State and Municipal income taxes, gift, estate, succession, 
inheritance, excess profits and franchise and transfer taxes, if any shall not
be considered real estate taxes.

In the event of a reduction or abatement in real estate taxes for any year as
to which Tenant has made a payment in accordance with the provisions of the
Section 3.2, then Tenant shall be entitled to a credit equal to 13.91% of such
reduction after deduction of all expenses paid in connection with such
reduction or abatement, to be applied to the next rental payments due. 
Tenant's payment of additional rent under Section 3.2 shall be made on the
basis of taxes as assessed with subsequent adjustment on the basis of taxes as
finally determined.

Landlord may xxxx Tenant monthly on account of increase in real estate taxes
over the base taxes of one-twelfth of estimated real estate taxes increased
over said base for the preceding tax year.

3.3 In addition to the Basic Annual Rent, Tenant will also pay to the
Landlord, as additional rent 13.91% of any increase in the costs of operating
and maintaining, but not replacing any portion of, Landlord's Building above
the operating costs for the calendar year ending 1994 (the "Operating Expense
Base").  Said expenses will include , but are not limited to electricity,
water, other utilities, insurance, maintenance, repairs, security, cleaning
and management fees, employment taxes and health benefits of employees, and
snow removal.  Payment of the amount due shall be made by the Tenant within
ten (10) days after demand therefore by Landlord.


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Not withstanding the foregoing, if with respect to any year during the Term
(except for the first year of the Term), Landlord shall determine that the
operating costs for Landlord's Building will exceed the Operating Expenses
Base, then, upon written notice from Landlord, Tenant shall pay, as additional
rent, on the date monthly rental payments are due, estimated monthly
escalation payment equal the l/12th of the annualized operating costs for
Landlord's Building for the next previous year of the Term.  Appropriate
additional payments by the Tenant or refunds by the Landlord shall be made in
accordance with the next paragraph thereof.

Not later than ninety (90) days after the end of each year or fraction thereof
during the Term (except for the first year of the Term), Landlord shall render
Tenant a statement in reasonable detail prepared in accordance with generally
accepted accounting principles consistently applied, certified by
representative of Landlord, showing for the preceding calendar year or
fraction thereof, as the case may be, the operating costs for Landlord's
Building, the operating costs allocable to the demised premises and the
Operating Expenses Base.  The statement shall also show for the preceding year
or fraction thereof, as the case may be, the amounts of operating costs
already paid by Tenant as additional rent and the amount of operating costs
remaining due from, or overpaid by, Tenant for the year or other period
covered by the statement.  Within ten (10) days after the date of delivery of
such statement, Tenant shall pay to Landlord, or Landlord shall pay to Tenant,
as the case may be, the balance of amount , if any, required to be paid,
pursuant to the above provisions of this subparagraph, with respect to the
preceding year or fraction thereof, except that Landlord may, at its option,
credit any amounts due from Tenant to Landlord under this Lease.

3.4 Any amount payable by Tenant on account of tax increase, operating costs
or with respect to the year during which this Lease expires, shall be prorated
on the basis of the proportion of the year during which the lease term is in
effect.

3.5 If any installment of Basic Annual Rent or other charges payable to
Landlord pursuant to the terms of this Lease is paid more than ten (10) days
after the date the same was due, such unpaid amount(s) shall bear interest
from the said due date at the then rate of interest announced by the United
States Trust 
Company (UST) at its main office as its "Best Lending Rate", as such "Best
Lending Rate" may be adjusted from time to time.

3.6 All rent and other charges payable to Landlord pursuant to the provisions
of this lease shall be sent to Phoenix Home Life Mutual Insurance Company in
care of The Codman Company, Inc., 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000,
unless otherwise directed, by written notice, to Tenant.

3.7 For purposes of pro-rata share percentage used above, the total Building
rentable area is 52,590 square feet.

                               ARTICLE IV
                BUILDING SERVICES AND UTILITIES

Landlord agrees to furnish, at its sole cost and expense to the extent of the
Operating Expense Base as defined in Article 3.3, to the Leased premises heat
and air conditioning (reserving the right, at any time, to change energy
sources) sufficient to maintain the Leased Premises at comfortable temperature
(in accordance, however, with applicable governmental guidelines or
regulations relating to such temperatures, hours of operation and the like),
during such hours of the day and days of the year that the Building is
normally open.  The Building is open 7:00 A.M.  to 6:00 P.M.  Monday through
Friday and 8:00 A.M. to 12:00 P.M.  on Saturday, holidays excepted.  Tenant
agrees to cooperate with Landlord and to abide by all Building regulations


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which Landlord may, from time to time, prescribe for the proper functioning
and protection of any heating and air conditioning systems and in order to
maximize the effect thereof.  Notwithstanding anything to the contrary set
forth in this Article IV or otherwise in the Lease, Landlord may 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.

Landlord agrees to furnish, at its sole cost and expense to the extent of the
Operating Expense Base as defined in Article 3.3, to the Leased Premises hot
and cold water for ordinary drinking, cleaning, lavatory and toilet
facilities.

Landlord agrees to cause the Leased Premises to be kept clean, at its sole
cost and expense to the extent of the Operating Expense Base as defined in
Article 3.3, (provided the same are kept in order and are properly maintained
by Tenant) in accordance with the cleaning and janitorial standards for the
Building including, at least, nightly cleaning and vacuuming of leased
premises, common areas, lavatories and nightly emptying of trash and semi-
annually washing windows inside and outside.

Landlord, in its sole discretion, will either (i) furnish 120 volt electric
current to the Leased Premises for normal business office purposes (exclusive,
however, of Tenant's electrical needs for computers and similar equipment
having special power or environmental requirements), charging the Tenant's
Electricity Charge for such service, such charges to be paid by Tenant in
equal monthly installment without set off or deduction (and without reduction
in the event Tenant elects to occupy less than the entire Leased Premises or
occupies the Leased Premises for shorter periods than the Leased Premises are
made available hereunder) in the same day in each month that rental payments
are due and payable hereunder (Landlord reserving, however, the right from
time to time, and at Landlord's sole discretion, to increase the Tenant's
Electricity Charge to reflect the actual costs per square foot from time to
time for such electricity), or (ii) may elect to cause electricity furnished
to the Leased Premises to be separately metered, in which event all charges
for electricity consumed on the Leased Premises will be billed directly to,
and paid by, Tenant.  Landlord and Tenant agree that the current Tenant's
Electricity Charge is equal to $.85 per rentable square foot per year.  Said
Tenant's electricity charge shall remain fixed for year one of the lease Term
and thereafter any increase to be proportionate to other Tenant's increase, if
any.

Landlord shall furnish and install the bulbs required within the Leased
Premises, at its sole cost and expense to the extent of the Operating Expense
Base as defined in Article 3.3.

Landlord shall be under no responsibility or liability for failure or
interruption of any of the above described services, including utilities,
repairs or replacements caused by breakage, accident, strikes, repairs,
inability to obtain supplies, labor or materials, or for any other causes
beyond the reasonable control of the Landlord, nor in any event for any
indirect or consequential damages but Landlord acknowledges an affirmative
obligation to utilize best efforts to remedy the problem and provide such
services; utilities, repairs and replacements and to effect a reasonable
remedy within a reasonable period of time; and failure or omission the part of
the Landlord to furnish any of same shall not be construed as an eviction of
Tenant, actual or constructive, nor entitle Tenant to an abatement of rent,
nor render the Landlord liable in damages, nor release Tenant from prompt
fulfillment of any of its covenants under this Lease.  Landlord reserves the
right to temporarily interrupt, curtail, stop or suspend the furnishing of
heating, air conditioning, or the operation of such systems, when necessary by
reason of unforeseen accident or emergency, or for repairs.

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                               ARTICLE V
                          SECURITY DEPOSIT

Upon the execution of this Lease, the Tenant shall pay to the Landlord the
amount of Seven Thousand Nine Hundred Twenty-Five Dollars and Sixty-Seven
cents ($7,925.67), which shall be held by Landlord as security for the
Tenant's performance of the terms and conditions of this Lease and refunded to
the Tenant at the end of this Lease, subject to the Tenant's satisfactory
compliance with the conditions hereof (the "Security Deposit").

                               ARTICLE VI
                                    USE

Tenant shall use the leased premises for an office purposes and for no other
purposes.

                               ARTICLE VII
                          COMPLIANCE WITH LAWS

Tenant agrees that no trade or occupation shall be conducted in the demised
premises or use made thereof, which will be unlawful, improper, noisy or
offensive, or contrary to any law or any municipal by-law or ordinance in
force in the city or town in which the premises are situated.

                               ARTICLE VIII
                          CASUALTY INSURANCE

Tenant shall not permit any use of the demised premises which will make void
or voidable any insurance on the property of which the demised premises are a
part, or on the contents of property, or which shall be contrary to any law
ordinance, or contrary to any regulations from time to time established by the
New England Fire Insurance Rating Association, or any similar association, and
shall reimburse Landlord, and all other tenants, for all extra insurance
premiums caused by Tenant's use of the demised premises.  Tenant shall also
comply with all present and future rules, regulations, recommendations, orders
and the like of said Rating Association, any insurer of said property, the
Board of Health, or any other public agency having jurisdiction, whether
directed to Landlord or Tenant.

                               ARTICLE IX
                          MAINTENANCE OF PREMISES

9.1 The Landlord agrees to maintain the following portions of the Building at
its sole cost and expense to the extent of the Operating Expense Base as
defined in Article 3.3 of which the demised premises form a part, in good
repair and condition: the roof, foundation and exterior walls, and the
Building systems, including; the heating, ventilating, air conditioning and
electrical servicing the demised premises.  There shall be excepted from
Landlord's obligations hereunder any maintenance or repairs required because
of the negligence or willful.  act or omission of Tenant or those for whose
conduct the Tenant is responsible.

9.2 Tenant shall, at all times during the Term, and at its own expense, keep
and maintain the demised premises in the same order, repair and condition as
they are in on the Commencement Date, or may be put during the Term,
reasonable wear and tear, damage by fire and other casualty and taking only
excepted and whenever necessary to replace plate glass and other glass
therein, acknowledging that the demised premises are now in good order and the
glass whole.  Tenant shall not permit the demised premises to be overloaded,
damaged, stripped, or defaced, nor suffer any waste.  Tenant shall obtain
written consent of Landlord before erecting any sign on the premises.

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                               ARTICLE X
                     ALTERATIONS; ADDITIONS
Tenant shall not make structural alterations, or additions, to the demised
premises, but may make non-structural alterations to the demised premises with
the prior written consent thereto of Landlord, which consent shall not be
unreasonably withheld or delayed.  All such permitted alterations shall be at
Tenants' expense, in conformity with all laws, ordinances, and regulations of
municipal or other authorities and shall be in quality at least equal to the
present construction.  Tenant shall not permit any mechanics' liens or similar
liens to remain upon the demised premises for labor and material furnished to
Tenant or claimed to have been furnished to Tenant in connection with work of
any character performed or claimed to have been performed at the direction of
Tenant and shall cause any such lien to be released of record forthwith
without cost to Landlord.  To the extent that they become permanent fixtures,
any alterations or improvements, made by Tenant, shall become the property of
Landlord at the termination of occupancy, as provided herein.

Landlord shall, at its sole cost and expense, provide a listing on the
building directory for Tenant.

                               ARTICLE XI
                          ASSIGNMENT; SUBLEASING

Tenant shall not assign this Lease, or sublet the whole or any part of the
demised premises, without Landlord's prior written consent, which shall not be
unreasonably withheld or delayed.  Notwithstanding any permitted assignment,
or subletting, Tenant shall remain fully and primarily liable to Landlord for
the payment of all rent and all other charges, and for the full performance of
the covenants and conditions of this Lease, notwithstanding any recognition
(by acceptance of rent or otherwise), or indulgence or waiver at any time
granted by Landlord to Tenant or any assignee, or sublease; and Tenant, in the
case of an assignment, shall be deemed to have waived all defenses otherwise
available to Tenant, as guarantor or surety.

As an alternative to consenting to any proposed sublease, or assignment,
Landlord may elect, by notice to Tenant, within fifteen (15) days after
receipt of notice from Tenant, accompanied by a copy of the proposed sublease,
or assignment, and a copy of the most recent financial statement for the
proposed assignee, or sublease, to terminate this Lease for the period of the
proposed sublease, if a sublease; or for the period of this Lease, of an
assignment; and make a direct lease with the proposed assignee, or sublease,
for Landlord's own account, but only as to the premises which Tenant proposed
to sublet, if Tenant proposed a sublease of less than all of the demised
premises.  In this event, Tenant shall have no obligation for rent or other
charges which accrue after the date of termination of this Lease, and
thereupon, Tenant shall be released from such obligations, but shall continue
to be liable for rent and other obligations which accrue prior to termination,
pro rated as of the date of termination.

                               ARTICLE XII
                          RIGHTS OF MORTGAGEE

12.1 LIABILITY.  Upon the taking of the title to the Landlord's Property by a
Mortgagee by foreclosure or otherwise, such Mortgagee shall have all the
rights of Landlord, and shall be liable to perform all the obligations of
Landlord arising and accruing after such taking by such Mortgagee.

12.2 RIGHT TO CURE.  No act or failure to act on the part of Landlord, which
would entitle Tenant under the terms of this Lease,or by law, to be relieved
of Tenant's obligations hereunder, or to terminate this Lease, shall result in
a release or termination of such obligations, or a termination of this Lease,
unless: (i) Tenant shall have first given written notice of Landlord's act or
failure to act to the mortgagee, specifying the act or failure to act on the
part of Landlord, which could or would give basis to Tenant's rights; and (ii)
such Mortgagee, after receipt of such notice, fails or refuses to correct to
cure the condition complained of, within a reasonable time thereafter, but
nothing contained in this paragraph shall be deemed to impose any obligation
on any such Mortgagee to correct or cure any such condition.  "Reasonable
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time," as used above, means and includes a reasonable time to obtain
possession of the leased premises, if any such Mortgagee elects to do sos and
a reasonable time to correct or cure the condition, if such condition is
determined to exist.

12.3 DUTY TO CONSTRUCT.  Notwithstanding any other provision to the contrary
contained in this Lease, if prior to substantial completion of Landlord's
work, pursuant to Article I hereof, any holder of a Mortgage enters and takes
possession of Landlord's Property for the purpose of foreclosing such
Mortgage, such holder may elect, by written notice given to Tenant and
Landlord at any time within ninety (90) days after such entry and taking
possession, not to perform Landlord's work hereunder, and, in such event, such
holder and all persons claiming under it shall be relieved of all obligations
to perform, and all liability for failure to perform, said Landlord's work and
Tenant may, without waiver of any rights, which Tenant may have against
Landlord, terminate this Lease, and all its obligations hereunder, by written
notice to Landlord, and such holder given within thirty (30) days after the
day on which such holder shall have given its notice of aforesaid.  If
Landlord has not delivered Premises sixty (60) days from Lease execution by
both Parties then Tenant shall receive a rental abatement on a day to day
basis for each day the delivery of the space is prolonged going forward from
the occupancy date.  If Landlord has not delivered the Premises after ninety
(90) days from Lease execution, then Tenant has the option to terminate this
Lease.

12.4 PREPAID RENT.  No rent or other charge hereunder shall be paid more than
sixty (60) days prior to the due dates thereof, and, as to a Mortgagee,
payments made in violation of this provision shall (except to the extent that
such rents are actually received by such Mortgagee) be a nullity as against
such Mortgagee, and Tenant shall be liable for the amount of such payments to
such Mortgagee.

12.5 CONTINUING OFFER.  The covenants and agreements contained on this Lease,
with respect to the rights, powers and benefits of a Mortgagee, constitute a
continuing offer to any person, corporation or other entity, which, by
accepting or requiring an assignment of this Lease, or by entry or
foreclosure, assumes the obligations herein set forth, with respect to such
Mortgagee; every such Mortgagee is hereby constituted a party to this Lease,
as an oblige hereunder, to the same extent as though its name was written
hereon, as such; and such Mortgagee shall be entitled to endorse such
provisions in its own name.

12.6 SUBORDINATION.  This Lease is subject to and subordinate to any Mortgage
on the Property and Tenant agrees, at the request of Landlord or any
Mortgagee, to execute and deliver, promptly, any certificate, or other
instrument, which Landlord, or such Mortgagee, may request, subordinating this
Lease and all rights of Tenant hereunder to any Mortgage, and to all advances
made under such Mortgagee, and/or agreeing to attorn to such Mortgage, in the
event that it succeeds to Landlord's interest in the Property, provided that
the holder of any such Mortgage shall execute and deliver to Tenant a
non-disturbance agreement to the effect that, in the event of any foreclosure
of such Mortgage, such holder, and its successors, and assigns, will not name
Tenant as a party defendant to such foreclosure, nor disturb its possession,
nor abrogate its other rights under this Lease.  Landlord shall give Tenant a
non-disturbance and atonement agreement for Landlord's present and future
mortgagees.

12.7 LIMITATIONS ON LIABILITY.  Nothing contained in this Article XII, or in
any such non-disturbance agreement, or non-disturbance provision, shall
however, affect the prior rights of the holder of any Mortgage, with respect
to the proceeds of any award in condemnation (except any award specifically
reimbursing Tenant for moving or relocation expenses), or of any fire
insurance policies affecting the Demised Premises, or impose upon any such

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holder any liability (i) for the erection or completion of Landlord's
Property, or premises by fire or other casualty for any repairs, replacements,
rebuilding or restoration, except such repairs, replacements, rebuilding or
restoration as can reasonably be accomplished from the net proceeds or
insurance actually received by, or made available to, such holder, or (ii) for
any default by Landlord under the Lease occurring prior to any date upon which
such holder shall obtain title to Landlord's Property, or (iii) for any
credits, offsets or claims against the rent under the Lease, as a result of
any acts or omissions or Landlord committed, or omitted, prior to such date,
or (iv) for return of any security deposit or other funds, unless the same
shall have been received by such holder, and any such agreement or provision
may so state.

                               ARTICLE XIII
                               LANDLORD'S ACCESS

Landlord, and/or its agents, may, at reasonable times, and after notice to
Tenant, except in the event of emergency, enter to view the demised premises,
and may remove placards and signs not approved and affixed as herein provided,
and may show the demised premises to others, and at any time within six (6)
months before the expiration of the Term, may affix to any suitable part of
the demised premises, a notice for letting, or selling, the demised premises
or property, of which the demised premises are a part, and keep the same so
affixed, without hindrance, or molestation.

In addition, Landlord reserves the right, at its sole election,to make such
repairs, alterations, additions, or improvements, to or in the demised
premises, or the Building, of which they are a part, as Landlord deems
desirable or convenient, and, in connection therewith, to place, replace and
maintain in the demised premises such pipes, wires, conduits, fixtures,
apparatus and structural parts, as it may elect, provided always that
Landlord, upon reasonable notice, shall take reasonable measures not to
interfere with Tenant's business activities.

                               ARTICLE XIV
                     INDEMNIFICATION AND LIABILITY

(A) TENANT'S INDEMNITY.  Tenant agrees to defend, indemnify and save harmless
Landlord from and against all claims, loss, liability, costs and damages of
whatever nature whenever arising from any default by Tenant under this Lease
and the following: (i) from any accident, injury or damage whatsoever to any
person, or to the property of any person, in or about the Premises, except
those due to the act or omission of Landlord, its agents, employees, invitees
and contractors; or (ii) from any accident, injury or damage occurring outside
of the Premises but on the Property or in the Building, where such accident,
damage or injury results or is claimed to have resulted from an act or
omission on the part of Tenant or Tenant's agents, employees, invitees and
contractors in either case, occurring at any time from the execution of this
Lease through the end of the Term or any extended Term of this Lease.  This
indemnity and hold harmless agreement shall include indemnity against all
reasonable costs, expenses and liabilities incurred in, or in connection with,
any such claim or proceeding brought thereon and the defense thereof,
including, without limitation, reasonable attorneys' fees at both the trial
and appellate levels and shall survive the expiration or sooner termination of
the Term of this Lease.  This indemnity shall not apply to protect Landlord
from acts in breach of this Lease; or (iii) from any loss sustained by
Landlord from any violation by Tenant of Articles VI and VIII of this Lease.

(B) LANDLORD'S INDEMNITY.  Landlord agrees to defend, indemnify and save
harmless Tenant from and against all claims, loss, liability, costs and
damages of whatever nature whenever arising from any default by Landlord under
this lease and the following: (i) from any accident, injury or damage


                             8



whatsoever to any person, or to the property of any person, in or about the
Property or the Building, except those due to the act or omission of Tenant,
its agents, employees, invitees and contractors; or (ii) from any accident,
injury or damage occurring in or about the Premises where such accident,
damage or injury results or is claimed to have resulted from any act or
omission on the part of Landlord or Landlord's agents, employees, invitees and
contractors in either case, occurring at any time from the execution of this
Lease through the end of the Term or any Extended Term of this Lease.  This
indemnity and hold harmless agreement shall included indemnity against all
reasonable costs, expenses and liabilities incurred in, or in connection with,
any such claim or proceeding brought thereon and the defense thereof,
including, without limitation, reasonable attorneys' fees at both the trial
and appellate levels and shall survive the expiration or sooner termination of
the Term of this Lease.  This indemnity shall not apply to protect Tenant from
acts in breach of this Lease.

                          ARTICLE XV
                TENANT'S LIABILITY INSURANCE

Tenant shall maintain with respect to the demised premises, and to the
property of which the demised premises are a part, comprehensive public
liability insurance in limits of not less than $500,000/500,000, with property
damage insurance in limits of not less than $100,000 in responsible companies
qualified to do business in Massachusetts, and in good standing therein,
insuring against injury to persons or damage to property, as herein provided,
and naming Landlord and Tenant as insureds as their interests may appear. 
Tenant shall deposit with Landlord certificates of each policy of insurance
required by this Lease at, or prior to, the commencement of the Term, and
thereafter, within thirty (30) days prior written notice to each insured named
therein.

                     ARTICLE XVI
          FIRE, CASUALTY; EMINENT DOMAIN

Should the demised premises, or the Building, of which they are a part, be
damaged substantially by fire, or other casualty, or be taken in whole, or
part, by eminent domain, Lessor or Tenant may elect within thirty (30) days
after such casualty, or taking (notwithstanding that Landlord's entire
interest may have been divested by any such taking) to terminate this Lease. 
When such fire, casualty, or taking, renders the demised premises
substantially unsuitable for their intended use, a just and proportionate
abatement of rent shall be made, according to the nature and extent of the
damage, until the demised premises shall be restored by Landlord and Tenant
may elect to terminate this Lease, if Landlord fails to restore the demised
premises to a condition substantially suitable for their intended use, within
one hundred twenty (120) days after said fire, casualty, or taking; provided
that Tenant's notice shall be given within fifteen (15) days after said one
hundred twenty (120) day period.  Landlord's obligation to restore shall be
limited to insurance, or taking proceeds recovered, or recoverable, and made
available by Landlord's Mortgagees.

Landlord reserves, and Tenant hereby grants and assigns to Landlord, all
rights, which Tenant may have, for damages or injury to the demised premises,
or to the leasehold hereby created for any taking by eminent domain, except
for moving expenses, which may be separately awarded to Tenant, by taking the
authority.  Tenant shall execute and deliver to Landlord such confirmatory
instruments of this assignment as Landlord may, from time to time, request.

Each policy of insurance maintained by Landlord, or Tenant (whether or not
required under the provisions of this Lease), with respect to the demised
premises, or with respect to such party's property or improvements therein,
shall include provisions by which the insurance carrier(s); (a) waive(s) all


                             9



rights of subrogation against the other party (and against all those for whom
it may be legally responsible), on account of any loss payable under the
policy, and (b) agree(s) that the policy will not be invalidated because the
insured (in writing, and prior to the occurrence of any loss under the policy)
has waived part, or all, of its rights) of recovery against any party on
account of any loss or damage covered by the policy.  If either party is
unable to procure the inclusion of either of the clauses described in the
preceding sentence, without additional cost to it, it shall name the other
party as an additional insured in the policy, at its election, the other party
to pay an additional cost to be so added.

                     ARTICLE XVII
          TENANT'S DEFAULT AND BANKRUPTCY

In the event that:

(a) Tenant shall default in the payment of any installment of rent, or other
sum herein specified, and such default shall continue for ten (10) days after
receipt of written notice; or

(b) Tenant shall default in the observance, or performance, of any other
Tenant's covenants, agreements, or obligations hereunder and such default
shall not be corrected within twenty (20) days after receipt of written notice
thereof; or

(c) Tenant, or any guarantor of Tenant's obligations here under, shall be
declared bankrupt, or insolvent, according to law, or, if any assignment shall
be made of Tenant's property for the benefit of creditors, or by other process
of law, or if any proceedings for reorganization, or for an arrangement with
creditors, shall be commenced under any bankruptcy, or insolvency law, by, or
against Tenant, or any such guarantee, or any person or entity occupying the
demised premises, through or under Tenant (and as to involuntary proceedings
shall remain pending for at least ninety (90) days), then Landlord shall have
the right, at its sole election, either (i) without necessity or requirement
for making any entry, provide Tenant, which termination shall take effect on
the date, prior to the expiration of the Term, specified in Landlord's notice,
or (ii) to enter and take possession of the demised premises (or any part
thereof in the name of the whole) without demand or notice and repossess the
same as of Landlord's former estate, expelling Tenant and those claiming under
it, forcibly, if necessary, without being deemed guilty of any manner of
trespass, provided that such repossession shall not be construed to effect a
termination of this Lease, unless Landlord so declares as part of such entry,
or sends Tenant a written notice of termination, as provided above.  Any such
termination or entry shall be without prejudice to any remedy for arrears of
rent or preceding breach of contract.

If Landlord shall terminate this Lease, or take possession of the demised
premises, as aforesaid, Tenant, and those claiming under Tenant, shall
forthwith remove their goods and effects from the demised premises, and Tenant
agrees that in case of such termination, it shall, at the election of Landlord
(i) indemnify Landlord from, and against, any loss and damage sustained by
reason of any termination caused by the default of, or the breach by, Tenant.

Landlord's damages hereunder shall include, but shall not be limited to, any
loss of rents, reasonable broker's commissions for the re-letting of the
demised premises, advertising costs, the reasonable cost incurred in cleaning
and repainting the premises, in order to re-let the same; and moving and
storage charges incurred by Landlord in moving Tenant's belongings, all of
which Tenant agrees Landlord shall have the right to do or incur; and (ii) at
any time after such termination forthwith pay to Landlord, upon request, as
damages hereunder a sum equal to the present value of the amount by which the
rent and other payments called for hereunder for the remainder of the Term, or
any extension or renewal thereof.

                           10



Not more than seven (7) days after receipt of Landlord's xxxx therefore,
Tenant shall pay for Landlord all costs and expenses (including, without
limitation, reasonable attorney's fees) incurred by Landlord, at any time, in
enforcing tenant's obligations, or Landlord's rights, under this Lease.

                     ARTICLE XVIII
                     NOTICE

Any notice from Landlord to Tenant relating to the demised premises, or to the
occupancy thereof, shall be deemed duly served, if hand delivered to the
demised premises, or mailed to said premises, registered or certified mail,
return receipt requested, postage prepaid, addressed to Tenant, or to such
other address as may designate from time to time.  Any notice from Tenant to
Landlord relating to the demised premises shall be deemed duly served, if
mailed to Landlord by registered or certified mail, return receipt requested,
postage prepaid, and addressed to Landlord at the place where rent is payable
hereunder, or to such other address as Landlord may, from time to time,
designate in like manner.

Any notice, which is mailed in accordance with the provisions of this Article,
shall be deemed to have been received on the third business day following the
date of mailing.

                     ARTICLE XIX
                SURRENDER; YIELD UP

Tenant shall, at the expiration or other termination of this Lease, remove all
of Tenant's goods and effects from the demised premises, (including, without
hereby limiting the generality of the foregoing, all signs and lettering
affixed or painted by Tenant, either inside or outside the demised premises)
and shall leave the same in broom clean condition.  Tenant shall deliver to
Landlord the demised premises and all keys, locks thereto, and other fixtures
connected therewith, and all alterations and additions made to, or upon, the
demised premises except those alterations or additions consented to by
Landlord, in the same order, repair and condition as they are in on the
Commencement Date, or they have been put during the Term hereof, reasonable
wear and tear, and damage by fire or other casualty, and taking only excepted.

In the event of Tenant's failure to remove any of Tenant's property from the
demised premises, Landlord is hereby authorized, without liability to Tenant,
for loss or damage thereto, and, at the sole risk of Tenant, to remove and
store any of the property at Tenant's expense, or to retain the same under
Landlord's control, or to sell, at public or private sale, without notice, any
or all of the property not so removed and to apply the net proceeds of such
sale to the payment of any sum due hereunder, or to destroy such property.

                          ARTICLE XX
                          BROKERAGE

Each party warrants, and represents to the other, that it has not dealt with
any broker, other than Lynch, Murphy, Xxxxx & Partners and The Codman Company,
Inc.  in connection with the consummation  of this Lease, and each party shall
save harmless and indemnify the other party on account of loss, cost or
damage, which may arise by reason of such party's representation being untrue.

Landlord will be solely responsible for any compensation to Lynch, Murphy,
Xxxxx & Partners and The Codman Company in connection with this Lease.

                     ARTICLE XXI
                LANDLORD IMPROVEMENTS

Landlord shall, at its expense, perform the work described in Article I
hereof.  Landlord agrees to assign to Tenant any guarantees furnished to


                               11



Landlord by any contractor, or subcontractor, in connection with such work,
such assignment to be furnished at the commencement of the Lease Term.

Tenant agrees that Landlord may make any changes in such work, which may
become reasonably necessary or advisable, other than substantial changes,
without the prior approval of Tenant, provided notice thereof is promptly
given to Tenant, and Landlord may make substantial changes in such work, with
the prior written approval of Tenant.

Landlord covenants that (i) the demised premises shall be completed in a good
and workmanlike manner in accordance with the plans and specifications
referenced in Exhibit B hereto, and (ii) the demised premises and Building and
the means of access hereto shall be put in compliance with all applicable laws
and regulations, compliance with which is a condition precedent to the
Tenant's lawful occupancy of the demised premises.  The demised premises shall
be deemed to be Substantially Complete when the standards set forth in clauses
(i) and (ii) above are met, other than (with respect to clause (i)) completion
of items not reasonably necessary for the use of the demised premises for the
purpose for which it is leased hereunder, but the Landlord covenants to use
diligence to complete such items promptly an din any event no later than
thirty (30) days after the Commencement Date.

Landlord shall notify Tenant when Landlord's Improvements have advanced
sufficiently to permit Tenant to install its equipment and furnishings or to
perform any other work to be done by Tenant.  Entry by Tenant or its agents
for performing any other work shall be permitted by Landlord prior to the
commencement date of this Lease.

The cost of Landlord's Improvement as described in this section and the plans
and specifications attached hereto and marked Exhibit B, including without
limitation all labor and materials, electricity during the construction
period, building permits, charges of architects and engineers retained by
Landlord, and insurance relating to such work shall be paid by the Landlord,
or, if the Building is sold during construction, Landlord will provide to its
successor in interest to this Lease, funds sufficient to cover the costs of
Landlord's Improvements.

                     ARTICLE XXII
                MISCELLANEOUS PROVISIONS

22.1 OFFSET STATEMENTS.  Within five (5) days after receipt of Landlord's
written request therefore, Tenant shall execute and deliver to any mortgagee
of Landlord, present or future, and to any prospective purchaser of Landlord's
property, a statement acknowledging (if such be the case) that Landlord's
obligations hereunder have been fully performed to the date of such statement
(or, alternatively, specifying those matters as to which Tenant claims
Landlord is in default) and stating, also, the date, or dates, to which (or
the periods with respect to which) the payments required of Tenant hereunder
have been made and the then balance, according to Tenant's records, of any
Security Deposit held by Landlord hereunder.

22.2 WAIVER.  Tenant's failure to complain of any act or omission on the part
of the Landlord, or to complain of any deficiency in any payment or
performance tendered, (however long the same may continue), nor the payment or
acceptance of all or a part of the rent, nor the performance, either complete
or partial, of any other obligation, regardless of an accompanying
qualification at the time the payment of performance is tendered shall never
be deemed to waive, or to preclude, the exercise of any rights hereunder.  No
waiver, or any breach of any provision of this Lease, shall be deemed a waiver
of a breach of any other provision of this Lease, or a consent to any
subsequent occasion.  Each right and remedy under this Lease, or by operation


                             12



of law, shall be distinct and separate from every other right and remedy; all
such rights and remedies shall be cumulative, and none of them shall be deemed
inconsistent with, or exclusive of, any other, whether or not exercised; and
any two or more, or all such, rights and remedies may be exercised at the same
time, or successively.

22.3 "TENANT" DEFINED, SUCCESSORS.  The Term "Named Tenant", (as well as the
term "Tenant") and-the pronouns referring thereto, shall mean the party, or
parties, named originally in this Lease as such.  The term "Tenant" shall also
mean any assignee of the lessee interest in this Lease and party, or parties,
succeeding by operation of law to the interest of the Named Tenant and any
party, or parties, responsible for Tenant's obligations under this Lease.  If
there is more than one party named, or responsible, as Tenant, at any time,
the covenants of Tenant shall be joint and several obligations of each of the
partners and the obligations of the firm.

Except as expressly otherwise provided by any provisions of this Lease, the
terms and provisions of this Lease shall be binding upon and inure to the
benefit of the heirs, devisees, personal representatives, successors and
assigns, respectively, of the Landlord and Tenant.

22.4 LIMITATION OF LANDLORD'S LIABILITY.  If, at any time during the Term of
this Lease, the Landlord's interest hereunder shall be held by anyone acting
in a fiduciary capacity, then, notwithstanding any other provision of this
Lease, Landlord's obligations hereunder shall not be binding upon such
fiduciary individually, or upon any beneficiary or shareholder for whom such
fiduciary acts, but only upon such fiduciary in that capacity and upon the
trust estate.

The covenants of Landlord contained in this Lease shall be binding upon each
party holding the lessor interest herein only with respect to breaches
occurring during the time of that party's ownership of the Landlord's interest
hereunder.  In addition, Tenant specifically agrees to look solely to
Landlord's interest in the property of which the demised premises are a part
for the satisfaction of any claim or judgment against Landlord, it being
specifically agreed that neither Landlord, any partner, or other beneficial
owner of Landlord, nor anyone claiming under Landlord, shall ever be otherwise
liable for any such judgment.  In no event shall Landlord be liable for
indirect, or consequential, damages.

22.5 RULES AND REGULATIONS.  Tenant and its employees shall comply with all
rules and regulations promulgated by Landlord for the management of Building,
so long as the same shall be generally applicable to all occupants thereof. 
(Rules and Regulations, attached hereto as Exhibit C).

22.6 PRONOUNS.  Any pronoun shall be read in the singular, or plural, number,
and in such gender as the context may require.

22.7 HOLDING OVER.  If Tenant continues in occupancy of the demised premises
after the end of the Term, such occupancy shall be deemed a tenancy at
sufferance, terminable at Landlord's election, without notice to Tenant, or
anyone claiming under

Tenant, whether or not Landlord receives any payments for use and occupancy,
after the Term of this Lease ends, shall be calculated at the rate of one
hundred-fifty (150%) percent of the monthly rental for the last month of the
Leased Term, in addition to any other remedies of Landlord.

22.8 SEVERABILITY.  If any term, or provision, of this Lease, or the
application thereof to any person, or circumstance, shall, to any extent, be
invalid, or unenforceable, the remainder of this Lease, or the application of


                             13



such term, or provision, to persons, or circumstances, other than those as to
which it is held invalid, or unenforceable, shall not be affected thereby, and
each term and provision of this Lease shall be valid and be enforced to the
fullest extent permitted by law.


22.9 ENTIRE AGREEMENT.  The parties acknowledge and agree that, at all times,
they have intended that no preliminary agreements (either singly, or in
combination), oral statements, or representations, or prior written matter,
shall be binding on either party, or have any force, or effect, whatsoever,
and that they shall be bound to each other only by a single, formal,
comprehensive document containing all of the agreements of the parties, in
final form, which has been duly executed by Landlord, and by Tenant.

22.10 SIGNS.  Tenant shall not place, or erect, any sign on or about the
demised premises, or upon the outside of the Building, or which the demised
premises form a part, without the prior written consent of Landlord.

Landlord agrees to furnish and install building standard signage on the lobby
directory and tenant entry.

Landlord shall provide street signage identifying the Building and Landlord
may, at its sole discretion, provide Tenant signage on the street directory.

22.11 FORCE MAJEURE.  Whenever Landlord or Tenant shall be delayed in the
performance of any of its obligations hereunder, by reason of fire, strike,
labor difficulty, or other casualty, or other difficulties beyond Landlord's
control, the time for the performance of such obligations shall be extended
for the period of delay.

IN WITNESS WHEREOF, the parties hereto have executed this Lease, as of the
date first above written, to take effect as a sealed instrument.

LANDLORD: PHOENIX HOME LIFE MUTUAL INSURANCE CO.
By: /s/ [its Managing Director]
 
TENANT: COMPUTER TELEPHONE CORPORATION
By: /s/ [its Treasurer]



(Signature page to Lease dated January, 1994, covering 7,316 Rentable Square
Feet on the 1st floor of 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx.)















                          14



CLERK'S CERTIFICATE

The undersigned hereby certifies that he/she is the Clerk of Computer
Telephone Corp., a Massachusetts corporation, and that the execution and
delivery of the foregoing Lease by Xxxxxx Xxxxxxxxxxxx, the Chairman of the
Corporation, has been duly authorized by a vote of the directors and
shareholders of the Corporation which is in full force and effect as of this
day and that Xxxxxx Xxxxxxxxxxxx has in fact signed the foregoing Lease.

SEAL                      ATTEST

                               /s/ Xxxx X. Xxxxxxxxx, Clerk
                               Date: January 20, 1994


                               EXHIBIT A


[DRAWING OF GROUND LEVEL FLOOR PLAN
000 Xxxxxxxx Xxx., Xxxxxxxxx, MA]


                          EXHIBIT B
                          Page 1 of 3


PROPOSED TENANT IMPROVEMENTS
FOR COMPUTER TELEPHONE CORP.
000 XXXXXXXX XXXXXX, XXXXXXXXX
11-4-93

1.  New Interior Partitions: 
3-5/8" metal studs with 1/2" gypsum wallboard both sides Partitions will
extend to just above finish ceilings.

2.  New Doors, Frames and Hardware:
a.  Doors within tenant space will be solid core flush, red oak wood veneer. 
Widths per plan, height 7'-0", with passage sets and 1-1/2 pair of hinges per
door.

b.  All new frames to be hollow metal with 2" face dimension.

c.  Existing doors and frames will be reused wherever possible

3.  Acoustical Ceilings: Existing tile and grid to remain and be reused
wherever possible.  Existing damaged tile and grid will be replaced.

4.  Light Fixtures: 
2' x 4' recessed fluorescent fixtures with acrylic prismatic lenses.  Each
room to be individually switched.  Existing fixtures to remain and be reused
wherever possible.

5.  Electrical: a.  Standard 115v duplex outlets as required for normal
business use, dispersed throughout premises.

b.  220V receptacle at copy/fax area.

c.  8 - 20A circuits and junction boxes at open office areas for Tenant
furnished partition systems.

d.  Dedicated 20A receptacles for communications equipment.


                     EXHIBIT B
                     Page 2 of 3

Computer Telephone Corp.
000 Xxxxxxxx Xxxxxx
Page 2
11-4-93

6.  HVAC:
a.  Ducted supply air system to spaces through perforated ceiling diffusers
with a (above finish ceiling) return air plenum.

b.  Relocate diffusers as required by new layout.

c.  System to be as required by the BOCA National Mechanical Code.

7.  Window Treatment:
Existing window blinds to remain and be repaired as required for proper
operation.  All exterior windows shall have blinds.

8.  Floor Finishes:
a.  New XXXXXXXX Synergy 28 oz. loop pile carpet vinyl tile at all areas
except as noted below.

b.  Vinyl tile at lunchroom.

c.  New 4" vinyl base throughout.

9.  Paint:
a.  One primer and two finish coats of an eggshell finish latex paint on all
walls throughout premises.  Color to match existing.

b.  One primer and two finish coats of an alkyd semi-gloss paint on all door
frames and wood surfaces only.  Color to match existing.

10.  Sprinklers:
Exposed head sprinklers as required by NFPA 13 and Article 10 of the state
building code.

11.  Casework:
New plastic laminate clad counter and base and wall cabinets at lunchroom.

12.  Plumbing:
a.  Hot & cold water and ss sink at lunchroom.

13.  Items By Tenant: 
a.  Open office partition systems and furnishings.

c.  Telephone and computer wiring

                     END

                EXHIBIT B Page 3 of 3

          XXXXXXXXX CONSTRUCTION, INC.
          General Contractors
          000 Xxxxx Xxxxxx - Xxxxx X0
          Xxxxxxx, XX 00000
          phone 508/000-0000
          fax 508/000-0000

November 8, 1993
Xxx X. Xxxxx, Xx.
The Codman Company, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000

Re: Computer Telephone
000 Xxxxxxxx Xxx., Xxxxxxxxx, XX

Dear Xxxx:

The following is a budget estimate per drawing and work letter by Xxxxx/Xxxxxx
dated 11/04/93:

$6,000    DEMOLITION
$2,380    DRYWALL
$  700    DOORS & HARDWARE
$10,320   FLOOR COVERINGS
$4,800    ACOUSTICAL CEILINGS
$3,800    PAINTINGS
$1,750    CASEWORK
$2,500    SPRINKLER
$700      PLUMBING
$1,800    HVAC
$5,500    ELECTRICAL
$4,050    GENERAL CONDITIONS
$4,430    10% OH&P
$48,730   TOTAL

If you have any questions concerning this estimate, please give me a call.

Sincerely,
XXXXXXXXX CONSTRUCTION, INC.

/s/ Xxxx Gufstason, President

cc: Xxxxxx Xxxxx

                EXHIBIT B-1

          XXXXXXXXX CONSTRUCTION, INC.
          General Contractors
          000 Xxxxx Xxxxxx - Xxxxx X0
          Xxxxxxx, XX 00000
          phone 508/000-0000
          fax 508/000-0000

PROJECT SCHEDULE
December 28, 1993

Computer Telephone Corp.
000 Xxxxxxxx Xxx.
                          January
                            3-7 00-00 00-00 00-00 00-0 7-11
First Floor

Permits                   xxxx
Demolition                   xxxxx
Rough Electrical                  xxx
Framing & Drywall                  xx
Acoust. Ceiling                   xxxx
Lighting/HVAC/Sprinkler              xxxxx
Painting                               xxxxx
Misc. Finishes                           xxx
Carpet                                    xxx
Final Cleaning                               xx

              Tenant Move------------------------->

1. Schedule is based upon having a notice to proceed on or before January 3,
1993.
2. Changes made after construction begins will be subject to overtime costs in
order to maintain the completion date.



                           EXHIBIT C

                      RULES AND REGULATIONS

1.  The sidewalks, entrances, driveways, passages, courts, elevators,
vestibules, stairways, corridors or halls shall not be obstructed or used for
any purpose other than for ingress to and egress from the demised premises and
for delivery of merchandise and equipment in a prompt and efficient manner,
using elevators and passageways designated for such delivery by Landlord. 
There shall not be used in any space, or in public hall of the building,
either by any Tenant or by jobbers or others in the delivery or receipt of
merchandise, any hand trucks, except those equipped with rubber tires and
sideguards.

2.  The water and wash closets and plumbing fixtures shall not be used for any
purposes other than those for which they were designed o- constructed and no
sweepings, rubbish, rags, acids or other substances shall be deposited
therein, and the expense of any breakage, stoppage, or damage resulting from
the violation of this rule shall be borne by the Tenant who, or whose clerks,
agents, employees or visitors, shall have caused it.

3 No carpet, rug or other article shall be hung or shaken out of any window of
the building; and no Tenant shall sweep or throw or permit to be swept or
thrown from the demised premises any dirt or other substances into any of the
corridors or halls, elevators, or out of the doors or windows or stairways of
the building, and Tenant shall not use, keep or permit to be used or kept any
foul or noxious gas or substance in the demised premises, or permit or suffer
the demised premises to be occupied or used in a manner offensive or
objectionable to Landlord or other occupants of the building by reason of
noise, odors and/or vibrations, or interfere in any way with other tenants or
those having business therein, nor shall any animals or birds be kept in or
about the building.  Smoking or carrying lighted cigars or cigarettes in the
elevators of the building is prohibited.

4.  No awnings, antennae, or other projections shall be attached to the
outside walls of the building.

5.  No curtains, blinds, shades, or screens 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 the prior written consent of Landlord.

6.  No advertisement, notice or other lettering shall be exhibited, inscribed,
painted or affixed by any Tenant on any part of the outside of the demised
premises or the building or on the inside of the demised premises if the same
is visible from the outside of the premises without the prior written consent
of Landlord, except that the name of Tenant may appear on the entrance door of
the premises.  In the event of the violation of the foregoing by any Tenant,
Landlord may remove same without any liability, and may charge the expense
incurred by such removal to
Tenant or Tenants violating this rule.  Interior signs on doors and directory
tablet shall be inscribed, painted or affixed for each Tenant by Landlord at
the expense of such Tenant, and shall be of a size, color and style acceptable
to Landlord.

7.  No Tenant shall xxxx, paint, drill into, or in any way deface any part of
the demised premises or the building of which they form a part.  No boring,
cutting or stringing of wires shall be permitted, except with the prior
written consent of Landlord, and as Landlord may direct.  No Tenant shall lay
linoleum, or other similar floor covering, so that the same shall come in
direct contact with the floor of the demised premises, and, if linoleum or
other similar floor covering is desired to be used in interlining of builder's
deadening felt shall be first affixed to the floor, by a paste or other
material, soluble in water; the use of cement or other similar adhesive
material being expressly prohibited.



8.  No additional locks or bolts of any kind shall be placed u-con any of the
doors or windows by any Tenant, nor shall any changes be made in existing
locks or mechanism thereof.  Each Tenant must, upon the termination of his
tenancy, restore to Landlord all keys of stores, offices and toilet rooms,
either furnished to, or otherwise procured by, such Tenant, and in the event
of the loss of any keys, so furnished, such Tenant shall pay to Landlord the
cost thereof.

9.  Freight, furniture, business equipment, safes, merchandise and bulky
matter of any description shall be delivered to and removed from the premises
only on the freight elevators and through the service entrances and corridors,
and only during hours and in a manner approved by Landlord.  Landlord reserves
the right to inspect all freight to be brought into the building and to
exclude from the building all freight which violates any of these Rules and
Regulations of the Lease of which these Rules and Regulations are a part.

10.  Canvassing, soliciting and peddling in the building is prohibited and
each Tenant shall cooperate to prevent the same.

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

12.  Tenant shall not bring or permit to be brought or kept in or on the
demised premises, any flammable, combustible or explosive fluid, material,
chemical of substance or cause or permit any odors of cooking or other
processes, or any unusual or other objectionable odors to permeate in or
emanate from the demised premises.

13.  Tenant shall comply with all security measures from time to time
established by Landlord for the Building.

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

15.  Tenant shall comply with all applicable federal, state and municipal
laws, ordinances and regulations and building rules and shall not, directly or
indirectly, make any use of the Premises which may be prohibited by any
thereof or which shall be dangerous to person or property or shall increase
the cost of insurance or require additional insurance coverage.

16.  Tenant: shall not waste electricity, water, heat or air conditioning and
agrees to cooperate fully with Landlord to assure the most effective operation
of the Building's heating and air conditioning, and shall refrain from
attempting to adjust any controls other than room thermostats installed for
Tenant's use.

17.  Tenant shall not install And operate machinery or any mechanical devices
of a nature not directly related to Tenant's ordinary use of the Premises
without the written permission of Landlord.

18.  No person or contractor not employed or approved by Landlord shall be
used to perform window washing, cleaning, repair or other work in the
Premises.

19.  No vending machines other than those furnished by the Landlord are to be
placed in any hallways or building common areas.

20.  No parking in front of the main entrance of the buildings is permitted.