1 EXHIBIT 10.7 THIS INDENTURE OF LEASE, made and entered into as of this 29th day of January 1996 by and between DONNELL W. MURPHY as he is Trustee of WALPOLE PARK SOUTH (II) Trust under a Declaration of Trust dated August 12, 1985 recorded with the...

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                                                                    EXHIBIT 10.7

THIS INDENTURE OF LEASE, made and entered into as of this 29th day of January
1996 by and between XXXXXXX X. XXXXXX as he is Trustee of WALPOLE PARK SOUTH
(II) Trust under a Declaration of Trust dated August 12, 1985 recorded with the
Norfolk Registry District of the Land Court as Document No. 554329 (hereinafter
referred to as "LESSOR"); and, ECO-FORM, Inc., a Massachusetts corporation
having its principal office in 00 Xxxxxxx Xxxx xxxxx Xxxxx, Xxxxxxx, XX 00000
(hereinafter referred to as "LESSEE").

WITNESSETH

     LESSOR, for and in consideration of the rent and all other charges and
payments hereinafter reserved and payable by LESSEE, and in consideration of the
covenants, agreements, terms, provisions and conditions to be kept and performed
hereunder by LESSEE, does hereby demise and lease to LESSEE, and LESSEE does
hereby hire and take from LESSOR the premises hereinafter mentioned and
described, subject to the covenants, agreements, terms, provisions and
conditions of this lease hereinafter stated:


1.  DESCRIPTION OF DEMISED PREMISES

     The space, consisting of 14,864 square feet, substantially shown as
outlined in yellow on the plan annexed hereto as Exhibit 1 (hereinafter
"PREMISES"), located in the building known in the numbering as 00 XXXXXXX XXXX
XXXXX, Xxxxxxx, Xxxxxxxxxxxxx (hereinafter "BUILDING"). The Lease includes the
LESSEE'S right to use, the parking facilities of the Building for the parking of
automobiles of employees, customers, invitees, or licensees of LESSEE in common
with other tenants in the Building. LESSOR represents and warrants that the
Building complies with all zoning By-Laws of the Town of Walpole relating to
dimensional requirements, and that in the construction of the same and the
Premises he has complied with all requirements of law.



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2.      TERM OF LEASE

2.1 DEFINITIONS: As used in this Lease, the words "TERM COMMENCEMENT DATE" is
the date on which the Premises are ready for LESSEE'S occupancy (as defined in
Section 3.2 hereof) and as set forth in Exhibit 2 hereof.

2.2 HABENDUM: TO HAVE AND TO HOLD the Premises for a term of years commencing on
Term Commencement Date and ending on the Termination Date as stated in Exhibit 2
or on such earlier date upon which said term may expire or be terminated
pursuant to any of the conditions or other provisions of this Lease, or pursuant
to law (which date for the termination of the term hereof is hereinafter
referred to as "TERMINATIONeyRSE"), or any later date to which the term of this
Lease may become extended pursuant to the provisions of Section 28 of the
Addenda hereto annexed (if the term of this Lease becomes extended, the
expression "term" as used in this Lease shall be deemed to include such extended
term).

2.3 DECLARATION FIXING TERM COMMENCEMENT DATE: As expeditiously as possible
after the Term Commencement Date, the LESSEE agrees upon demand of the LESSOR,
to join in the execution, in recordable form, of a written declaration in which
shall be stated such Term Commencement Date and (if need be) the Termination
Date. If this Lease is terminated before the term expires, then upon LESSOR'S
request the parties shall execute, acknowledge, and deliver an instrument
acknowledging such fact and the date of termination of this Lease.

3.      CONSTRUCTION - READINESS FOR OCCUPANCY

3.1 COMPLETION DATE: Subject to delays due to causes beyond the reasonable
control of the LE973Q, or by action or inaction of LESSEE, LESSOR shall use
reasonable speed and diligence in the construction of the Premises and shall use
his best efforts to have the Premises ready for LESSEE'S occupancy on or before
the Term Commencement Date, but nothing herein contained shall be construed to
create any liability on the part of the LESSOR for his failure, due to any cause
whatsoever, to

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have the Premises ready for occupancy on said date. If the Term Commencement
Date shall not have occurred on or before January 15, 1996, for any reason,
except failure on the part of the LESSEE to perform any of its obligations
hereunder, LESSEE may give LESSOR a thirty (30) day written notice of
termination (sent by registered or certified mail, return receipt requested),
and unless the Term Commencement Date shall have occurred within thirty (30)
days from the date of receipt of such notice, the obligations to the parties
hereto shall cease and terminate as of the thirtieth (30th) day next following
receipt of such notice and the LESSOR shall return all deposits held by him
hereunder.

3.2 WHEN PREMISES DEEMED READY: The Premises shall be conclusively deemed ready
for LESSEE'S occupancy as soon as the initial installations to be done by LESSOR
referred to in Exhibit 3 ("Building Standard Work") annexed hereto and made a
part hereof (hereinafter referred to as "BUILDING STANDARD WORK,") in the
Premises have been substantially completed by LESSOR insofar as is practicable
in view of delays or defaults, if any, of LESSOR or his contractors, and the
facilities specified in Exhibit 3 are substantially available to LESSEE, in
accordance with the obligations assumed by LESSOR hereunder. The Premises shall
be not deemed to be unready for LESSEE'S occupancy or incomplete if only minor
insubstantial details of construction or mechanical adjustments remain to be
done in the Premises or any part thereof (provided that LESSOR shall diligently
continue to complete all work required of him hereunder), or if the delay in the
availability of the Premises for occupancy is (i) due to special work, changes,
alterations, or additions required or made by LESSEE in the layout or finish of
the Premises or any part thereof other than as specified under Building Standard
Work (provided that LESSOR shall diligently continue to complete all work
required of him hereunder); or, (ii) caused in whole or in part by delay and/or
default on the part of LESSEE or its contractors.

3.3 PREPARATION OF PREMISES: Except as is otherwise herein provided or as may be
otherwise approved by the LESSOR, all work necessary to prepare the Premises for
LESSEE'S occupancy, including work to be performed at LESSEE'S expense, shall be
performed by contractors

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employed by LESSOR and all materials and workmanship shall be in accordance with
Building Standard Work. The term "preparation of the Premises for LESSEE'S
occupancy" shall include not only work done within the Premises, but also
related work outside the Premises such as, but not limited to, the installation
of additional air conditioning equipment and facilities to serve the Premises
and additional risers, feeders, and wiring or other electrical equipment to
serve the Premises. If any work, including, but not by way of limitation,
installation of built-in equipment by the manufacturer or distributor thereof,
shall be performed by contractors not employed by LESSOR, LESSEE shall take all
reasonable measures to the end that such contractors shall cooperate in all ways
with LESSOR'S contractors and shall not conflict in any other way with the
performance of such work.

3.4 CONCLUSIVENESS OF LESSOR'S PERFORMANCE: LESSEE shall be conclusively deemed
to have agreed that LESSOR has performed all of his obligations hereunder,
unless not later than the Twelfth (12th) calendar month next beginning after the
Term Commencement Date, LESSEE shall give LESSOR written notice specifying the
respects in which LESSOR has not performed any such obligation.

4.      USE OF PREMISES

4.1 IN GENERAL: LESSEE shall use and occupy the Premises only for the purpose of
conducting the use set forth in Exhibit 2 hereof and for no other purpose except
such other uses as may be consented to by LESSOR in writing which consent shall
not be unreasonably withheld or delayed. LESSEE shall not use, or suffer or
permit the use of, or suffer or permit anything to be done in or anything to be
brought into or kept in the Premises or any part thereof (i) which would violate
any of the covenants, agreements, terms, provisions, and conditions of this
Lease; (ii) for any unlawful purpose or in any unlawful manner; or, impair or
interfere with or tend to impair or interfere with any of the Building services
or the proper and economic heating, air conditioning, or other servicing of the
Building or Premises, or with the use of any of the other areas of the Building
by, or occasion discomfort, inconvenience, or annoyance to, any of the other
tenants or occupants of the Building.

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LESSEE shall not install any electrical or other equipment of any kind which, in
the reasonable judgement of LESSOR, might cause any such impairment,
interference, discomfort, inconvenience or annoyance. The installation and/or
use of business office machines normally incident to the type and size of
LESSEE'S business operations in the Premises shall not be deemed forbidden by
this Article 4.

4.2 SPECIFIC RESTRICTIONS:

(a) No part of the Premises shall be used for any of the following
purposes: -

(1)     As a facility for the use, generation, treatment, storage or disposal of
hazardous materials, (as any one or more of such terms are defined by General
Laws, Chapter 21C; General Laws Chapter 21E; Comprehensive Environmental
Response Act; Compensation and Recovery Act, 42 USC section 9601 et seq; the
Resource Conservation and Recovery Act of 1976, 42 USC section 6901, et seq; or,
any of the rules and regulations promulgated under the aforesaid), except for
the use, generation, treatment, or storage of those hazardous materials as to
which LESSOR has given his prior approval, and then only to the extent that such
materials are licensed and approved in accordance with all applicable laws and
regulations of all governmental authorities having jurisdiction thereof.

(2)     Any industrial use which discharges processed waste water
on site.

(3)     Subsurface disposal of liquid or leachable waste.

(4) Storage of petroleum or other refined petroleum products except within those
portions of the Premises which will be heated, or in vaulted tanks equipped with
monitoring systems.

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(5)     Manufacture and/or the tanning of leather, but this prohibition shall
not exclude the manufacture of products made from leather.

(6)     Dry cleaning establishment.

(7)     Manufacture or processing of paper from pulp.

(8)     Manufacture of plastic from raw materials, but this prohibition shall
not exclude the manufacture of any type of product made from plastic material.

(9)     Steel mill or foundry.

(10)    Manufacture of abrasives.

(11)    Dyeing of textiles.

(b)     No part of the Premises shall involve as a principal use
any of the following: -

(1)     Processing, manufacture, or storage of chemicals.

(2)     Printing of textiles.

(3)     A laboratory which tests or analyzes biological or
chemical materials which are provided by others.

(4)     Electroplating of products.

(5)     Use of any volatile organic compound in any industry devoted to the
manufacture of electronic components unless the following conditions are
observed: -

(i)     In order to minimize spillage or leakage during the process of loading
or unloading, all loading/unloading areas of any building in which


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the same shall be used, shall be roofed, and the ground area immediately below
the same pitched to and provided with an in-ground holding tank, constructed of
material sufficient to contain any spill or leak of any volatile organic
compound.

(ii) No volatile organic compound shall be stored in any room or area of any
building where any sink or open drain is located.

4.3  SEWER USE DISCHARGE PERMIT: LESSEE understands that sanitary sewerage from
the Building will discharge into the Town of Walpole, Ma sewer system which is a
tributary to that owned and/or controlled by the Massachusetts Water Resources
Authority ("MWRA"). The LESSEE further understands that discharge of such
sewerage is generally regulated under 360 CMR 10.000 and that the LESSEE may be
considered to be "user" thereunder. If, because of the LESSEE'S use of the
Premises, it discharges or will discharge "industrial wastes" (as defined in 360
CMR 10.004) into the said sewer system, the LESSEE shall make prompt application
to the MWRA for a Sewer Use Discharge Permit so as to permit such discharge and
agrees to hold and save the LESSOR harmless and indemnified for any claim,
demand, or penalty asserted by the MWRA or others with respect to such sewer
discharge.

5.   RENT

The LESSEE shall pay to the LESSOR, during the term of this Lease, the yearly
rent as stated in Exhibit 2 Schedule A (hereinafter referred to as "YEARLY
RENT"), payable in installments, as stated in said Schedule A, in advance, on
the first day of each month for and in respect of such month and at such rate
for such further time as LESSEE shall hold the Premises or any part thereof. The
rent reserved and covenanted to be paid under this Lease shall commence as set
forth in said Schedule A. If, by reason of any provisions of this Lease, the
rent reserved hereunder shall commence on any day other than the first day of a
calendar month, the rent for such calendar month shall be prorated. The rent
shall be payable at the office of LESSOR or such place as LESSOR


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may designate, without any setoff or deduction whatsoever. LESSOR acknowledges
receipt of $13,006.00 from LESSEE which will be applied by him to rent due on
May 01, 1996 and on March 01, 2001.

6.      UTILITIES

        6.1 FACILITIES: LESSOR will supply or cause to be supplied in or to the
Premises, at no cost to LESSEE, at or prior to the Term Commencement Date, all
facilities for water (hot and cold); heating, ventilation, and air conditioning
(office portion only); sprinkler; electricity; and sewer services required for
LESSEE'S intended use of the Premises (all as set forth and described in
Building Standard Work annexed hereto as Exhibit 3), and where feasible such
utilities and services shall be separately metered .

6.2 ADDITIONS TO ELECTRICAL SYSTEM: If LESSEE shall require electric current or
facilities for use in the Premises in excess of what is provided in Exhibit 3
hereof, LESSOR, upon written request and at the sole cost and expense of LESSEE,
will furnish and install such additional wire, conduits, feeders, switchboards,
and appurtenances as reasonably may be required to supply such additional
requirements of LESSEE if current therefore be available to LESSOR, provided
that the same shall be permitted by applicable laws and insurance regulations,
and shall not cause permanent damage or injury to the Building or the Premises,
or cause or create a dangerous or hazardous condition, or entail excessive or
unreasonable alterations or repairs, or interfere with or disturb other tenants
or occupants of the Building. LESSEE agrees that it will not make any material
alteration or material addition to the electrical equipment and/or appliances in
the Premises without the prior written consent of LESSOR in each instance first
obtained.

6.3 PAYMENT OF CHARGES: LESSEE shall pay when due all charges for water, gas,
sewer, electricity, heating fuels, power, and any other services supplied to it
at the Premises directly to the utility company, supplier, or provider providing
the same.


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7.      COMMON AREAS

7.1 RIGHT TO USE: LESSOR grants to LESSEE in common with other tenants within
the Building, and their agents, employees, licensees, customers, and persons
doing work for or business with them, the right to use the common areas
(hereinafter referred to as "COMMON AREAS") consisting of the parking areas,
roadways, pathways, sidewalks, entrances, and exits designated by LESSOR for
common use of the Building, subject to the terms and conditions of this Lease.

7.2 MAINTENANCE OF COMMON AREAS: The LESSOR or his managing agent shall maintain
the Common Areas and, in connection therewith, shall have the right to incur, in
his sole discretion, such reasonable expenses as may be required (i) to maintain
and keep in good repair (including the making of any necessary replacements) all
portions of the Common Areas; (ii) to keep the Common Areas reasonably free from
accumulated snow, ice, and refuse, and open for use and fully lighted during all
business hours.

7.3 CONTROL OF COMMON AREAS: The Common Areas shall be subject to the exclusive
control and management of LESSOR and LESSOR shall have the right to establish,
modify, change, and enforce reasonable rules and regulations with respect to the
Common Areas and LESSEE agrees to abide by and conform with such rules and
regulations. LESSEE agrees that it and its employees will park their trucks,
delivery vehicles and automobiles only in such of the parking areas as LESSOR
may from time to time designate for that purpose. LESSOR shall have the right to
close any part of the Common Areas for such time as may be necessary to clean
and repair the same, and to close any part of the parking area for such time as
LESSOR deems necessary in order to discourage non-customer parking and to do
other things in the parking areas as LESSOR in his discretion deems reasonable
and necessary for the benefit of the Building.

8. ADDITIONAL RENT

8.1 DEFINITIONS: As used in this Article 8, the words and terms

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which follow mean and include the following:

(a) "LESSEE'S PROPORTIONATE SHARE" shall mean a fraction having as numerator the
Rentable Area and having as denominator the Building Rentable Area as stated in
Exhibit 2.

(b) "TAXES" shall mean the real estate taxes and assessments imposed upon the
Building and any and all other taxes, levies, betterments, assessments, and
charges arising from the ownership and/or the operation of said Building which
are or shall be imposed by national, state, municipal or other authorities, and
which are or may become a lien upon the Building. If, due to a future change in
the method of taxation, any franchise, income, or profit tax shall be levied
against LESSOR in substitution for or in lieu of any tax which would otherwise
constitute a real estate tax, such franchise, income, or profit tax shall be
deemed to constitute "taxes" for the purpose hereof. The word "Taxes" shall
exclude any special assessments which are imposed for benefits rendered to the
Building such as a sidewalk assessment, regardless of how labeled or identified.

(c) "TAX YEAR" shall mean the twelve (12) month period commencing on July 1
immediately preceding the Term Commencement Date, and each twelve (12) month
period commencing on an anniversary of said date during the term of this Lease.

(d) "OPERATING COSTS" shall mean all reasonable costs incurred and expenditures
of whatever nature made by the LESSOR in the operation and management, repair,
and maintenance of the Building; related equipment, facilities, and
appurtenances; as well as maintenance of all exterior portions of the Building,
and: including, not limited to, the following:

Taxes:

Federal Social Security, Unemployment and Old Age Taxes and contributions, and
Massachusetts Unemployment taxes


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and contributions accruing to and paid by the LESSOR on account of all employees
of the LESSOR who are employed in, about, or on account of the Building, except
that taxes levied upon the net income of the LESSOR, and taxes withheld from
employees, and Taxes shall not be included herein.

Water:

All charges and rates connected with water supplied to the Building and related
sewer use charges, to the extent such charges and rates are paid for by LESSOR.

Supplies and Materials:

All supplies and materials used in the operation and maintenance of the
Building, Common Areas, and surrounding areaways.

Wages:

Wage and cost of all employee benefits of all employees of the LESSOR who are
employed in, about or on account of the Building.

Maintenance:

The cost of all outside contractors and all, maintenance and service agreements
with respect to the Building, Common Areas, and surrounding areaways;
maintenance, repairs, and replacement of equipment used for servicing.

Electricity:

The cost of all electric current for the operation of any machine, appliance, or
device used in connection with the operation of the Building, including the cost
of electric

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current for exterior public lights.

Insurance, etc.:

Fire and extended coverage, casualty, liability, and such other insurance as may
be required by any lending institution in connection with the Building and the
Common Areas, and all other expenses customarily incurred in connection with the
operation and maintenance of first-class buildings in the Metropolitan Boston
area.

Management:

All fees and costs incurred in respect of the management of the Building.

"Operating Costs" shall include only reasonable and bona fide expenses actually
incurred by LESSOR and shall not include any of the following: executive
salaries; charges, which under this Lease, would be chargeable to a specific
tenant of the Building; leasing commissions; interest; depreciation; capital
expenses or other expenses relating to ownership as distinguished from the
operation and/or management of the Building.

(e) "COMPUTATION YEAR" shall mean the twelve (12) month period beginning on the
date of January 1 immediately prior to the Term Commencement Date and each
twelve (12) month period commencing on an anniversary of said date during the
term of this Lease. If the Term Commencement Date or the Termination Date occurs
during a Computation Year, the LESSEE shall be liable for only a portion of the
Operating Costs in respect to such Computation Year represented by a fraction,
the numerator of which shall be the number of days of the herein term which
falls within the Computation Year, and the denominator of which shall be three
hundred and sixty-five (365).

(f) "TAX STATEMENT" and "OPERATING COST STATEMENT" shall mean a statement in
writing signed by LESSOR, setting forth the amounts payable by LESSEE for a
specified Tax or Computation Year, respectively,


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pursuant to this Section 8.

8.2     PAYMENT OF TAXES BY LESSEE:
(a) In each Tax Year, the LESSEE shall pay to LESSOR, LESSEE'S Proportionate
Share of Taxes in the manner as hereinafter set forth.

(b) Estimated payments on account of LESSEE'S Proportionate Share of Taxes, (as
reasonably estimated by the LESSOR) shall be made monthly by the LESSEE and at
the time and in the fashion provided in this Lease for the payment of Yearly
Rent. Such monthly payment shall be sufficient to provide LESSOR by the end of
each Tax Year with a sum equal to LESSEE'S Proportionate Share of Taxes for such
Tax Year. Promptly after the receipt of the Tax xxxx, LESSOR shall provide
LESSEE with a Tax Statement. If the total of the estimated payments theretofore
made by LESSEE for the Tax Year exceed the required payments on account thereof
for such year, LESSOR shall credit the amount of overpayment against subsequent
obligations of LESSEE on account of Taxes (or refund such overpayment if the
Term of this Lease has ended and LESSEE has no further obligations to LESSOR);
but, if the aggregate of the monthly payments made by the LESSEE for such Tax
Year are less than the LESSEE'S Proportionate Share of Taxes, LESSEE shall pay
the balance of said amount to LESSOR within thirty (30) days after being so
advised by LESSOR. LESSOR shall have the same rights and remedies for
non-payment by LESSEE of any payments due on account of such Taxes as LESSOR has
under this Lease for failure of LESSEE to pay Rent.

(c) If the Term Commencement Date or the Termination Date occurs during a Tax
Year, the LESSEE shall be liable for only that portion of Taxes in respect of
such Tax Year represented by a fraction, the numerator of which shall be the
number of days of the herein term which falls within the Tax Year, and the
denominator of which shall be three hundred sixty-five (365). In the event the
first day of the Tax Year should be changed after the Term Commencement Date to
a day other than July 1 so as to change the

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twelve (12) month period comprising the Tax Year, in determining Taxes due from
the LESSEE hereunder with respect to Taxes payable for the period between July 1
and such changed first day of the Tax Year, such amount of Taxes shall be
multiplied by a fraction, the numerator of which shall be the number of days
elapsing during such period, and the denominator of which shall be three hundred
sixty-five (365).


8.3 PAYMENT OF OPERATING COSTS BY LESSEE:

(a) In each Computation Year, the LESSEE shall pay to LESSOR, LESSEE'S
Proportionate Share of Operating Costs in the manner as hereinafter set forth.

(b) Estimated payments by LESSEE on account of LESSEE'S Proportionate Share of
Operating Costs shall be made monthly by the LESSEE and at the time and in the
fashion provided in this Lease for the payment of Yearly Rent. Such monthly
payment (to be reasonably estimated by the LESSOR) shall be sufficient to
provide LESSOR by the end of each Computation Year with a sum equal to LESSEE'S
Proportionate Share of Operating Costs pursuant to subparagraph (a) hereof for
such Computation Year. Promptly after the end of each Computation Year, LESSOR
shall submit to LESSEE a reasonably detailed Operating Cost Statement for such
year. If the estimated payments theretofor made for such Computation Year by
LESSEE exceed LESSEE'S required payment on account thereof for such year,
according to such statement, LESSOR shall credit the amount of overpayment
against subsequent obligations of LESSEE with respect to Operating Costs (or
refund such overpayment if the Term of this Lease has ended and LESSEE has no
further obligation to LESSOR); but, if the aggregate of the monthly payments
made for such Computation Year are less than the LESSEE'S Proportionate Share of
Operating Costs, LESSEE shall pay the balance of said amount to LESSOR within
thirty (30) days after being so advised by LESSOR. LESSOR shall have the same
rights and remedies for the nonpayment by LESSEE of any payments due on account
of Operating



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Costs as LESSOR has hereunder for the failure of LESSEE to pay Rent.

9.  CHANGES OR ALTERATIONS BY LESSOR

LESSOR reserves the right at any time and from time to time, without the same
constituting an actual or constructive eviction, and without incurring any
liability to LESSEE therefore, or otherwise affecting LESSEE'S obligations under
this Lease, to make such changes, alterations, additions, improvements, repairs,
or replacements in or to the Building (including the Premises) and the fixtures
and equipment thereof, as well as in or to the outside areas, and entrances,
thereof, as he may deem necessary or desirable, provided, however, that there be
no unreasonable obstruction of the right of, access to, or unreasonable
interference with, the use and enjoyment of the Premises by LESSEE. Nothing
contained in this Section 9 shall be deemed to relieve LESSEE of any duty,
obligation, or liability of LESSEE with respect to making any repair,
replacement, or improvement, or complying with any law, order or requirement of
any government or other authority.

10.  FIXTURES, EQUIPMENT, AND IMPROVEMENTS - REMOVAL BY LESSEE

          All fixtures, equipment, improvements, and appurtenances attached to
or built into the Premises prior to or during the term, whether by LESSOR at his
expense or at the expense of LESSEE (either or both), or by LESSEE, shall be and
remain part of the Premises and shall not be removed by LESSEE at the end of the
term unless otherwise expressly provided in this Lease. Where not built into the
Premises, and if furnished and installed by and at the sole expense of LESSEE,
all removable electric fixtures, carpets, drinking or tap water facilities,
furniture, or trade fixtures, or business equipment shall not be deemed to be
included if such fixtures, equipment, improvements, and appurtenances, and may
be, and upon the request of LESSOR will be, removed by LESSEE upon the condition
that such removal shall not materially damage the


   16


Premises or the Building, and that the cost of repairing any damage to the
Premises or the Building arising from such removal shall be paid by LESSEE;
provided however, that any such items as toward which LESSOR shall have granted
any allowance or credit to LESSEE shall be deemed not to have been furnished and
installed in the Premises by or at the sole expense of LESSEE.

11.  ALTERATIONS AND IMPROVEMENTS BY LESSEE AFTER TERM
COMMENCEMENT DATE

LESSEE shall make no structural alterations, decorations, installations,
removals, additions, or improvements in or to the Premises after the Term
Commencement Date without LESSOR'S prior written consent and then only by
contractors or mechanics engaged on LESSEE'S behalf, by LESSOR. No such
installations or work shall be undertaken or begun by LESSEE until LESSOR has
approved written plans and specifications thereof, and no amendments or
additions to such plans and specifications shall be made without the prior
written consent of LESSOR. Any such work, alterations, decorations,
installations, removals, additions, and improvements shall be done at LESSEE'S
sole expense and at such times and in such manner as LESSOR may from time to
time designate. If LESSEE shall make any alterations, decorations,
installations, removals, additions or improvements, then LESSOR may require the
LESSEE at the expiration of this Lease to restore the Premises to substantially
the same condition as existed on the Term Commencement Date. LESSOR'S consents
and approvals called for in this Section 11 shall in no instance be unreasonably
withheld or delayed.

12.  REPAIRS TO PREMISES

12.1 REPAIRS BY LESSEE: LESSEE shall keep all and singular the Premises in such
repair, order, and condition as the same are in on the Term Commencement Date or
may be put in during the term hereof, reasonable use and wearing thereof and
damage by fire or by


   17

casualty insured against as provided in Section 12.2 hereof, and negligence of
LESSOR or those for whose conduct LESSOR is legally responsible only excepted.
LESSEE shall make, as and when needed as a result of misuse by, or neglect or
improper conduct of, LESSEE or LESSEE'S servants, employees, agents, or
licensees, or otherwise, all repairs in and about the Premises necessary to
preserve them in such repair, order, and condition, which repairs shall be in
quality and class equal to the original work. LESSOR may elect, at the expense
of LESSEE, to make any such repairs or repair any damage or injury to the
Building or the Premises caused by moving property of LESSEE in and out of the
Building, or by installation or removal of furniture or other property, or by
misuse by, or neglect, or improper conduct of LESSEE or LESSEE'S servants,
employees, agents, or licensees outside the Premises but affecting LESSEE'S use
and enjoyment of the Premises, excluding any repairs required to be made in or
damage in the Premises by the LESSOR, as set forth in section 12.2 hereof.

12.2 REPAIRS BY LESSOR: All repairs required in the Premises occasioned by
action of the elements or by matters ordinarily covered by LESSOR'S fire and
extended coverage insurance, but excluding repairs becoming necessary as the
result of misuse or negligence on the part of LESSEE or LESSEE'S employees,
agents, or licensees, shall be made by and at the expense of LESSOR. LESSOR
agrees to keep in good order, condition, and repair, including replacements
thereof as and when necessary (i) the structural elements of the Premises which
includes all footings, foundations, floor slabs, columns, girders, mullions,
load bearing exterior walls; and, (ii) the roofing system of the Premises which
includes support members, membrane assembly, flashings, roof insulation
assembly, hatches, sleeves, vents, and brackets.

13.  INSURANCE, INDEMNIFICATION, EXONERATION AND EXCULPATION

13.1 PUBLIC LIABILITY INSURANCE: LESSEE shall procure, keep in force, and pay
for comprehensive public liability insurance (hereinafter referred to as
"LIABILITY INSURANCE") indemnifying


   18

LESSOR and LESSEE against all claims and demands for injury to or death of
persons or damage to property which may be claimed to have occurred upon the
Premises, or in or about the common areas of the Building which arise out of the
LESSEE'S use and occupancy of the Premises, in amounts which shall be in a
combined single limit for bodily injury or death and for property damage ("Broad
Form" endorsement, so-called), in a sum of not less than ONE MILLION DOLLARS
($1,000,000) DOLLARS.

13.2 HAZARD INSURANCE: During the term of this lease, LESSOR shall keep the
Building including any improvements which may be made by LESSOR in the Premises
including, but not limited to, painting, light fixtures, floor covering, and
partitions, if installed by LESSOR, to the extent that the same are customarily
insurable as part of the realty and may be covered by LESSOR'S insurance,
insured against loss or damage by fire and any of the casualties included in the
broadest standard form obtainable of extended coverage or supplementary contract
endorsements.

13.3 CERTIFICATE OF INSURANCE: All such insurance shall be effected with
insurers authorized to do business in Massachusetts under valid and enforceable
policies. The Liability Insurance shall name LESSOR and LESSEE as the insureds,
as their respective interests appear, and shall provide that it shall not be
cancelled without at least thirty (30) days prior written notice to each insured
named therein. Not less than Fifteen (15) days prior to the expiration date of
each expiring policy of Liability Insurance, original copies of such policies
issued by the respective insurers, or certificates of such policies setting
forth in full the provisions thereof and issued by such insurers, together with
evidence satisfactory to LESSOR of payment of all premiums for such policies,
shall be delivered by LESSEE to LESSOR and certificates as aforesaid of such
policies shall upon request of LESSOR be delivered by LESSEE to the holder of
any mortgage affecting the Building. LESSEE may provide Liability Insurance as
an endorsement to any of its blanket policies.


   19

 13.4 GENERAL: LESSEE will save LESSOR harmless, and will exonerate and
indemnify LESSOR from and against any and all claims, liabilities, or penalties
asserted by or on behalf of any person, firm, corporation, or public authority;

(a) On account of, or based upon any injury to person, or loss of or damage to
property, sustained or occurring on the Premises on account of, or based upon,
the act, omission, fault, negligence, or misconduct of the LESSEE, its
employees, agents, and invitees.

(b) On account of, or based upon any injury to person, or loss of or damage to
property, sustained or occurring elsewhere (other than on the Premises), in or
about the Building, and, in particular and without limiting the generality of
the foregoing, in or about the Common Areas, surrounding areaways, roof, or
other appurtenances and facilities used in connection with the Building or
Premises, arising out of the use or occupancy of the Premises by the LESSEE or
by any person claiming by, through, or under LESSEE, on account of or based upon
the act, omission, fault, negligence, or misconduct of all such persons other
than LESSOR and those for whose conduct the LESSOR is legally responsible.

(c) On account of or based upon (including monies due on account of) any work or
thing whatsoever done by the LESSEE, its employees, agents, and invitees (other
than by LESSOR or his contractors, or agents or employees of either) on the
Premises during the term of this Lease and during the period of time, if any,
prior to the Term Commencement Date that LESSEE may have been given access to
and used the Premises; and, in respect to any of the matters set forth in
subsections (a) and (b) hereof, from and against all cost expenses (including
reasonable attorney's fees) and liabilities incurred in or in connection with
any such claim, or any action, or proceeding brought thereon; and in case any


   20


action or proceeding be brought against LESSOR by reason of such claim, LESSEE,
upon notice from LESSOR shall, at LESSEE'S expense, resist or defend such action
or proceeding and employ such counsel therefore reasonably satisfactory to
LESSOR, it being agreed that such counsel as may act for insurance underwriters
of LESSEE engaged in such defense, shall be deemed satisfactory. Nothing in this
Lease shall be construed to require LESSEE to indemnify LESSOR against the
consequences of any act, omission, fault, negligence, or misconduct of LESSOR or
those for whose conduct LESSOR is legally responsible, and the LESSOR shall
indemnify the LESSEE for or in respect of such conduct.

13.5 PROPERTY OF LESSEE: In addition to and not in limitation of the foregoing,
LESSEE covenants and agrees that all merchandise, furniture, fixtures, and
property of every kind, nature, and description which may be in or upon the
Premises or Building, or on the Common Areas, surrounding areaways, or
approaches adjacent thereto, during the term hereof, shall be at the sole risk
and hazard of LESSEE, and that if the whole or any part thereof shall be
damaged, destroyed, stolen, or removed due to any cause or reason whatsoever, no
part of said damage or loss shall be charged to or borne by LESSOR unless
occasioned by the negligence of the LESSOR and all those for whose conduct
LESSOR is legally responsible.

13.6 BURSTING OF PIPES, ETC.: LESSOR shall not be liable for any injury or
damage to persons or property resulting from fire, explosion, falling plaster,
steam, gas, electricity, electrical disturbance, water, rain, or snow leaks from
any part of the Premises or the Building or from the pipes, appliances, or
plumbing works or from the roof, street, or sub-surface, or from any other place
by dampness or by any other cause of whatever nature; nor shall LESSOR or his
agents be liable for any such damage caused by other tenants or persons in the
Building or caused by operations in construction of any private, public, or
quasi-public work; nor shall LESSOR be liable for any latent defect in the
Premises or in the Building.



   21

13.7 REPAIRS AND ALTERATIONS: There shall be no allowance to LESSEE for
diminution of rental value of the Premises and no liability on the part of
LESSOR by reason of inconvenience, annoyance, or injury to LESSEE arising from
any repairs, alterations, additions, replacements, or improvements made by
LESSOR, LESSEE, or others in any portion of the Building or Premises, or in or
to the fixtures, appurtenances, or equipment thereof, or for failure of LESSOR
or others to make any repairs, alterations, additions, or improvements in or to
any portion of the Building or to the Premises, or in or to the fixtures,
appurtenances, or equipment thereof.

14. ASSIGNMENTS AND SUBLETTING

     14.1 PROHIBITION: LESSEE covenants and agrees that neither this Lease nor
the term and estate hereby granted, nor any interest herein or therein, will be
assigned, mortgaged, pledged, encumbered, or otherwise transferred (including
without limitation, transfers by operation of law) and that neither the Premises
nor any part thereof will be encumbered in any manner by reason of any act or
omission on the part of LESSEE, or used or occupied or permitted to be used or
occupied by anyone other than LESSEE, or be sublet (which term without
limitation, shall include granting of concessions, licenses, and the like) in
whole or in part, without, in each instance, having first received the express
written consent of LESSOR which shall not be unreasonably withheld or delayed,
except that no such consent shall be required for an assignment or sublease to
LESSEE'S affiliates. It shall be a condition of the validity of any assignment
(whether the LESSOR'S written consent is required or not, as aforesaid) that the
assignee agrees directly with LESSOR, by written instrument in form satisfactory
to LESSOR, to bound by all the obligations of LESSEE hereunder including,
without limitation, the covenant against further assignment and subletting. No
assignment or subletting shall relieve LESSEE from its obligations hereunder and
LESSEE shall remain fully and primarily liable therefor.

14.2 NO WAIVER: If this Lease be assigned, or if the Premises or any part
thereof be sublet or occupied by anyone other than LESSEE,

   22

LESSOR may, at any time and from time to time, collect rent and other charges
from the assignee, subtenant, or occupant, and apply the net amount collected to
the rent and other charges herein reserved, but no such assignment, subletting,
occupancy, or collection shall be deemed a waiver of this covenant, or the
acceptance of the assignee, subtenant, or occupant as a tenant or the release of
LESSEE from the further performance by LESSEE of its obligations hereunder. The
consent by LESSOR to an assignment or subletting shall in no way be construed to
relieve LESSEE or any successor from obtaining the express consent in writing of
LESSOR to any further assignment of this lease or subletting of all or a portion
of the Premises.

15.  MISCELLANEOUS COVENANTS

     LESSEE covenants and agrees as follows:

15.1 ACCESS TO PREMISES: LESSEE shall (i) permit LESSOR to erect, use, and
maintain pipes, ducts, and conduits in and through the Premises, provided the
same do not materially reduce the floor area or materially or adversely affect
the LESSEE'S use of the same; (ii) permit the LESSOR, any mortgagee of the
Building and its representatives, and any authorized representative of the
Walpole Board of Health to have free and unrestricted access to and to enter
upon the Premises at all reasonable hours for the purpose of inspection, or for
making repairs, replacements, or improvements in or to the Building, or the
equipment thereof (including without limitation, sanitary, electrical, or other
systems), or to determine compliance with all laws, orders, and requirements of
governmental or other authority, or exercising any right reserved to LESSOR
under this Lease (including the right during the progress of any such repairs,
replacements, or improvements, or while performing work and furnishing materials
in connection with compliance with any such laws, orders, or requirements, to
take upon or through or to keep and store within the Premises all necessary
materials, tools, and equipment); and, (iii) permit LESSOR, at reasonable times,
to show the Premises during ordinary business hours to any mortgagee,
prospective purchaser, prospective mortgagee, or prospective assignee of any
mortgage of the Building, and during the period of twelve (12)


   23

months next preceding the Termination Date to any person contemplating the
leasing of the Premises or any part thereof. If LESSEE shall not be personally
present to open and permit entry into the Premises at any time when for any
reason an entry therein shall be necessary or permissible, LESSOR or LESSOR'S
agents may, in an emergency situation, enter the same by a master key, or may
forcibly enter the same, without rendering LESSOR or such agents liable
therefore (if during such entry LESSOR or LESSOR'S agents shall accord
reasonable care to LESSEE'S property), and without in any manner affecting the
obligations and covenants of this Lease. The rights provided for in subsections
(i), (ii) and (iii) hereof shall be exercised upon reasonable notice (telephonic
or otherwise) if the same is practicable, and with minimum practicable
interference with the conduct of the LESSEE'S business on the Premises.

15.2 ACCIDENTS TO SANITARY AND OTHER SYSTEMS: LESSEE shall give to LESSOR prompt
notice of any fire or accident occurring in the Premises, and of any damage to,
or defective condition in, any part of the Premises' sanitary, electrical,
heating, or other systems located in or passing through the Premises, but if the
damage or defective condition was caused by LESSEE or by the employees,
licensees, or invitees of LESSEE, the cost to remedy the same shall be paid by
LESSEE. LESSEE shall not be entitled to claim any eviction from the Premises or
any damages arising from any such damage or defect unless the same shall have
been occasioned by the negligence of LESSOR, his agents, servants, or employees,
and in case of a claim of eviction, unless such damage or defective condition
shall have rendered the Premises untenantable and the Premises shall not have
been made tenantable by LESSOR within a commercially reasonable period of time.

15.3 SIGNS: No signs may be installed on or in any window of the Premises by
LESSEE. No other signs shall be permitted in or about the Premises or Building
without the written approval of the LESSOR which approval shall not be
unreasonably withheld or delayed. Said exterior sign shall in all events conform
to the requirements of Exhibit 4 hereof.



   24

15.4 INFLAMMABLE - ODORS: LESSEE shall not bring or permit to be brought or kept
in or on the Premises or elsewhere in the Building, any flammable, combustible,
or explosive fluids, material, chemical substances, or cause or permit any odors
of cooking or other processes, or any unusual or other objectionable odors to
emanate from or permeate the Premises.

15.5 REQUIREMENTS OF LAW - FINES AND PENALTIES: LESSEE at its sole expense shall
comply with all laws, rules, orders and regulations of federal, state, county,
and municipal authorities and with any direction of any public officer or
officers, pursuant to law, which shall impose any duty upon LESSOR or LESSEE
arising out of LESSEE'S use or occupancy of the Premises. LESSEE shall reimburse
and compensate LESSOR for all expenditures made by, or damages or fines
sustained or incurred by LESSOR, due to nonperformance or noncompliance with, or
breach or failure to observe any term, covenant, or condition of this Lease upon
LESSEE'S part to be kept, observed, performed, or complied with.

15.6 LESSEE'S ACTS - EFFECT ON INSURANCE: LESSEE shall not do or permit to be
done any act or thing upon the Premises nor elsewhere in the Building which will
invalidate or be in conflict with any insurance policies covering the Building
and the fixtures and property therein; and shall not do, or permit to be done,
any act or thing upon the Premises or Building which shall or might subject
LESSOR to any liability or responsibility for injury to any person or persons or
to property by reason of any business or operation being carried on upon said
Premises, or for any other reason. LESSEE at its own expense shall comply with
all rules, orders, regulations, or requirements of the Board of Fire
Underwriters, or any other similar body having jurisdiction, and shall not (i)
do, or permit anything to be done, in or upon the Premises, or bring or keep
anything therein, except as now or hereafter permitted by the Fire Department,
Board of Fire Underwriters, any fire insurance rating organization, or other
authority having jurisdiction, and then only in such quantity and manner of
storage as will not increase the rate for any insurance applicable to the
Building; or, (ii) use the Premises in a manner which shall increase such
insurance rates on the Building or on property located therein, over that
applicable at

   25


the commencement of this Lease. If by reason of failure of LESSEE to comply with
the provisions hereof, the insurance rate applicable to any policy of insurance
shall at any time thereafter be higher than it otherwise would be, then LESSEE
shall reimburse LESSOR for that part of any insurance premiums thereafter paid
by LESSOR, which shall have been charged because of such failure by LESSEE.

Under Sections 15.5 and 15.6 hereof, there shall be no duty on LESSEE to make
any structural change or to make any other change in the Premises unless
required because of the manner in which LESSEE shall be using the Premises.

16.  DAMAGE BY FIRE OR OTHER CASUALTY

     If the Premises or any part thereof shall be damaged by fire or other
casualty, LESSOR shall proceed with reasonable diligence, and at the expense of
LESSOR (but only to the extent of insurance proceeds made available to LESSOR by
any mortgagee of the Building), to repair or cause to be repaired such damage;
provided, however, in respect of such alterations, decorations, additions, and
improvements originally made or installed by LESSEE at LESSEE'S expense as shall
have been damaged by such fire or other casualty, and which (in the judgment of
LESSOR) can more effectively be repaired as an integral part of the repair work
in the Premises, that the repairs to such LESSEE'S alterations, decorations,
additions, and improvements shall be performed by LESSOR but at LESSEE'S
expense. LESSOR agrees to procure and maintain fire and extended coverage
insurance on the Building on a "replacement value" basis having a deductible of
$1,000. All repairs to and replacements of property which LESSEE is entitled to
remove as in Article 10 provided, shall be made by at the expense of LESSEE. If
the Premises or any part thereof shall have been rendered unfit for use and
occupation hereunder by reason of such damage, the Yearly Rent or a just and
proportionate part thereof according to the nature and extent to which the
Premises shall have been so rendered unfit, shall be suspended or abated from
the date of the occurrence of such casualty until the Premises (except as to the
property which is to be repaired by or at the expense of LESSEE) shall have been
restored as nearly as practicably may be to the


   26

condition in which they were immediately prior to such fire or other casualty;
provided, however, that if LESSOR or any mortgagee of the Building shall be
unable to collect the insurance proceeds (including any rent insurance proceeds)
applicable to such damage because of some action or inaction on the part of
LESSEE, or the employees, licensees, or invitees of LESSEE, the cost of
repairing such damage shall be paid by LESSEE and there shall be no abatement of
rent. LESSOR shall not be liable for delays in the making of any such repairs
which are due to government regulations, casualties, strikes, unavailability of
labor and materials, and other causes beyond the reasonable control of LESSOR,
nor shall LESSOR be liable for any inconvenience or annoyance to LESSEE or
injury to the business of LESSEE resulting from delays in repairing such damage.
If (i) the Premises are so damaged by such fire or other casualty at any time
during the last twelve (12) months of the term hereof that the cost to repair
such damage (as reasonably estimated by the LESSOR) is likely to exceed
one-third of the total Yearly Rent for the period from the estimated date of
restoration until the Termination Date; or (ii) the Building (whether or not
including any portion of the Premises) is so damaged by such fire or other
casualty that substantial alteration or reconstruction of the Building shall in
LESSOR'S judgement be required, then and in either of such events, this Lease
and the term hereof may be terminated at the election of LESSOR by a notice in
writing of his election so to terminate which shall be given by LESSOR to LESSEE
within sixty (60) days following such fire or other casualty, the effective
termination date of which shall be not less than thirty (30) days after the date
on which such termination notice is received by LESSEE. If the Premises are
damaged by fire or other casualty, and are not substantially restored to its
original condition within a period of sixty (60) days therefrom, the LESSEE may,
by notice in writing to LESSOR cancel and terminate this Lease on account
thereof. In the event of any such termination, this Lease and the term hereof
shall expire as of such effective termination date as though that were the
Termination Date as stated in Exhibit 2, and the Yearly Rent shall be
apportioned as of such date; and, if the Premises or any part thereof shall have
been rendered unfit for use and occupation by reason of such damage, the Yearly
Rent for the period from the date of occurrence of such fire or other casualty
to the effective termination date, or a just


   27


and proportionate part thereof, according to the nature and extent to which the
Premises shall have been so rendered unfit, shall be abated. Any abatement of
rent pursuant to this section, whether total or partial, shall extend to all
rent items called for by this Lease whether "yearly" or otherwise.

17.  WAIVER OF SUBROGATION RIGHTS

The LESSOR discharges and releases the LESSEE, his agents or employees, to the
extent of the LESSOR'S insurance coverage, for and on account of any and all
claims and liabilities arising out of any loss or damage during the term hereof,
or any extension thereof, to any property of the LESSOR caused by (i) fire and
such risks as are customarily comprehended by the term "extended coverage" in
endorsements to fire insurance policies; and (ii) such other risks as are
covered by insurance which the LESSOR may desire to procure.

The LESSEE discharges and releases the LESSOR, his agents or employees, to the
extent of LESSEE'S insurance coverage for and on account of any and all claims
and liabilities arising out of any loss or damage during the term hereof, or any
extension thereof, to any property of the LESSEE caused by (i) fire and such
risks as are comprehended by the term "extended coverage" in endorsements to
fire insurance policies; and (ii) such other risks as are covered by insurance
which the LESSEE may desire to procure.

 In consideration of the foregoing, each of the parties hereto agrees with the
other party (i) that such insurance as may be in effect during the term of this
Lease, or any extensions thereof, shall include a clause or endorsement which
provides in substance that the insurance company waives any right or subrogation
which it might otherwise have against the LESSOR or the LESSEE, as the case may
be; and, (ii) upon demand of the other party for any extra premium costs, if
any, incurred in obtaining such clause or endorsement.

Upon demand in writing made by either party hereto, the other party agrees to
furnish to it a statement of the amount and type of such


   28

insurance coverage and the names of the insurance companies and to request its
insurance companies to give notice to such other party of any cancellation or
discontinuance of any part of such coverage.

18.   CONDEMNATION -- EMINENT DOMAIN

     In the event that the Premises or any part thereof, or the whole or any
part of the Building (including within such term the Common Areas thereof shall
be taken or appropriated by eminent domain or shall be condemned for any public
or quasi-public use, or (by virtue of any such taking, appropriation, or
condemnation) shall suffer any damage (direct, indirect, or consequential) for
which LESSOR or LESSEE shall be entitled to compensation, then (and in any such
event) this Lease and the term hereof may be terminated at the election of
LESSOR or LESSEE by a notice in writing of his or its election so to terminate
which shall be given to the other party within sixty (60) days following the
date on which LESSOR shall have received notice of such taking, appropriation,
or condemnation.

Upon the giving of any such notice of termination (either by LESSOR or LESSEE)
this Lease and the term hereof shall terminate on or retroactively as of the
date on which LESSEE shall be required to vacate any part of the Premises, or
shall be deprived of a substantial part of the means of access thereto;
provided, however, that LESSOR may in LESSOR'S notice elect to terminate this
Lease and the term hereof retroactively as of the date on which such taking,
appropriation, or condemnation became legally effective. In the event of any
such termination, this Lease and the term hereof shall expire as such effective
termination date and the Yearly Rent shall be apportioned as of such date. If
neither party (having the right so to do) elects to so terminate, LESSOR will,
with reasonable diligence and at LESSOR'S expense, restore the remainder of the
Premises, or the remainder of the means of access thereto, as nearly as
practicably may be to the same condition as obtained prior to such taking,
appropriation, or condemnation, in which event (i) the Rentable Area and Yearly
Rent, according to the nature and extent of the taking, appropriation, or
condemnation, and the resulting permanent injury to the Premises, or the


   29

means of access thereto, shall be permanently abated; and, (ii) a just
proportion of the remainder of the Yearly Rent, according to the nature and
extent of the taking, appropriation, or condemnation and the resultant injury
sustained by the Premises or the means of access thereto, shall be abated until
what remains of the Premises or the means of access thereto, shall have been
restored as full as may be for permanent use and occupation by LESSEE hereunder.
There is expressly reserved to LESSOR all rights to compensation and damages
created, accrued, or accruing by reason of any such taking, appropriation, or
condemnation, in implementation and confirmation of which LESSEE does hereby
acknowledge that LESSOR shall be entitled to receive all such compensation and
damages, grants to LESSOR all and whatever rights (if any) LESSEE may have to
such compensation and damages, and agrees to execute and deliver all and
whatever further instruments of assignment as LESSOR may from time to time
request.

If part of the Building but not any part of the Premises, or if any part of the
Common Areas of the Building shall be taken or appropriated by eminent domain or
condemned for any public or quasi-public use, LESSOR'S right to terminate this
Lease pursuant to this Section may be exercised only if LESSOR shall reasonably
determine that the continued operation of the Building or what may remain
thereof would not be economically feasible.

Upon the giving of any notice of termination under this Section 18, whether by
LESSOR or LESSEE, the term of this Lease shall end upon LESSEE'S vacating the
Premises pursuant to the notice, unless the term be sooner ended as a matter of
law as a consequence of the taking, appropriation, or condemnation.

19.  LESSEE'S DEFAULT

19.1 EVENTS OF DEFAULT:  If at any time subsequent to the date of
this Lease any one or more of the following events (hereinafter referred
to as a "DEFAULT OF LESSEE") shall occur:

(a) LESSEE shall fail to pay the rent or other charges



   30

hereunder when due, and such failure shall continue for a period of seven (7)
days after receipt of notice from LESSOR (receipt shall be presumed within a
three day period after the same is posted in the U. S. Mail postage prepaid);
provided however, that if such failure shall occur more than twice during each
Computation Year, no written notice from the LESSOR shall be required, and the
LESSEE shall be in default hereunder, if its failure shall continue for a period
of seven (7) days after the payment of rent or other charges hereunder shall
become due.

(b) LESSEE shall neglect or fail to perform or observe any other covenant herein
contained on LESSEE'S part to be performed or observed, and LESSEE shall fail to
remedy the same within thirty (30) days after written notice from LESSOR,
specifying such neglect or failure, or if such failure is of such a nature that
LESSEE cannot reasonably remedy the same within such thirty (30) day period,
LESSEE shall fail to promptly commence to remedy the same and shall prosecute
such remedy to completion with due diligence and continuity; or,

(c) LESSEE'S leasehold in the Premises shall be taken on
execution or by other process of law directed against LESSEE; or,

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

(e) A petition shall be filed against LESSEE in bankruptcy or under any other
law seeking any reorganization, arrangement,




   31

composition, readjustment, liquidation, dissolution, or similar relief under any
present or future Federal, State or other statute, law or regulation and shall
remain undismissed or unstayed for an aggregate period of sixty (60) days
(whether or not consecutive); or, if any debtor in possession (whether or not
LESSEE), trustee, receiver, or liquidator of LESSEE of all or any substantial
part of its properties shall be appointed without the consent of acquiescence of
LESSOR and such appointment shall remain unvacated or unstayed for an aggregate
period of sixty (60) days (whether or not consecutive),

then in any such case (i) if such Default of LESSEE shall occur prior to the
Term Commencement Date, this Lease shall ipso facto, and without further act on
the part of LESSOR, terminate; and, (ii)if such Default of LESSEE shall occur
after the Term Commencement Date, LESSOR may terminate this Lease by notice to
LESSEE specifying a date not less than ten (10) days after the giving of such
notice, on which this Lease shall terminate and this Lease shall come to an end
on the date specified therein as fully and completely as if such date were the
date herein originally fixed for the expiration of the term of this Lease
(LESSEE hereby waiving any rights of redemption under present or future laws),
and LESSEE will then quit and surrender the Premises to LESSOR, but LESSEE shall
remain liable as hereinafter provided.

19.2 RE-ENTRY BY LESSOR: If this Lease shall have been terminated as provided in
this Section, or if any execution shall be issued against LESSEE or any of
LESSEE'S property whereupon the Premises shall be taken or occupied by someone
other than LESSEE, then LESSOR may, without notice, re-enter the Premises,
either by force, summary proceedings, ejectment, or otherwise, and remove and
dispossess LESSEE and all other persons and any and all property from the same,
as if this Lease had not been made.

19.3 DAMAGES DUE: In case of any such termination, the rent reserved hereunder
shall thereupon become due and be paid up to the time of such termination
together with any expenses LESSOR may incur for attorney's fees, brokerage
commissions, or expenses with respect to


   32

putting the Premises in good order and for preparing the same for reletting. In
the event of any action or proceedings taken to enforce this Lease or any one or
more of the provisions hereto, the LESSEE shall pay to LESSOR any expenses
incurred by LESSOR with respect to the same, including attorney's fees. In
addition, if such termination occurs during the initial term of this Lease,
there shall become due from the LESSEE to the LESSOR an amount which shall be
equal to the unamortized portion of the total cost to the LESSOR of furnishing
and providing the Building Standard Work in and to the Premises, measured from
the date of such termination to the date originally fixed in this Lease as the
Termination Date, as if such cost was fully amortized over the initial term of
this Lease.

19.4 LIQUIDATED DAMAGES: In case of any such termination, LESSEE shall also pay
LESSOR as liquidated damages (computed on the basis of the then present value)
for the failure of LESSEE to observe and perform the covenants herein contained
to be performed by LESSEE, any deficiency between the rent reserved hereunder
and/or covenanted to be paid and the net amount, is any, of the damages
collected under Section 19.3 and the rents collected on account of the lease or
leases of the Premises for each month of the period which would otherwise have
constituted the balance of the term of this Lease. In computing such liquidated
damages there shall be added to such deficiency such expenses as LESSOR may
incur in connection with reletting such as legal expenses, brokerage,
advertising, and for keeping the Premises in good order and for preparing the
same for reletting. Any such liquidated damages shall be paid in monthly
installments by LESSEE on the first day of each month, and any suit brought to
collect the amount of the deficiency for any month shall not prejudice in any
way the rights of LESSOR to collect the deficiency for any subsequent month by
similar proceedings. In no event shall LESSEE be entitled to receive the excess,
if any, of such net rents collected over the sums payable by any LESSEE of the
Premises to LESSOR hereunder. LESSOR, upon termination or at any time
thereafter, shall have the right, in lieu of collecting liquidated damages in
installments as above provided, to recover from LESSEE liquidated damages
payable on demand equal to the excess of the rent which would have been payable
from the date of such demand to the end of the period



   33

which would otherwise have constituted the balance of the term of this Lease,
over the then fair market rental value of the Premises for the same period. For
this purpose, in computing the amount of rent, the amounts to be included for
Operating Costs and other amounts required by this Lease to be paid by LESSEE
shall be deemed, for each month, to be equal to 1/12th of the amount of the item
for the twelve (12) months preceding the date of demand.

19.5 LESSOR'S RIGHTS: In case of any default by LESSEE, reentry, expiration, or
dispossession by summary proceedings, or otherwise, LESSOR may (i) re-let the
Premises or any part or parts thereof, either in the name of LESSOR or
otherwise, for a term or terms which may at LESSOR'S option be equal to or less
than or exceed the period which would otherwise have constituted the balance of
the term of this Lease and may grant concessions or free rent to the extent that
LESSOR in his discretion deems advisable and necessary to re-let the same; and,
(ii) may make such reasonable alterations, repairs, and decorations in the
Premises as LESSOR in his sole judgement considers advisable and necessary for
the purpose of reletting the Premises, and the making of such alterations,
repairs, and decorations shall not operate or be construed to release LESSEE
from liability hereunder as aforesaid. LESSOR shall in no event be liable in any
way whatsoever for failure to re-let the Premises, or, in the event that the
Premises are re-let, for failure to collect the rent under such reletting.
LESSEE hereby expressly waives any and all rights of redemption granted by or
under any present or future laws in the event of LESSEE being evicted or
dispossessed, or in the event of LESSOR obtaining possession of the Premises, by
reason of the violation of the LESSEE of any of the covenants and conditions of
this Lease.

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


   34

20. LESSOR'S DEFAULT

     LESSOR shall in no event be in default in the performance of any of
LESSOR'S obligations hereunder unless and until LESSOR shall have failed to
perform such obligations within thirty (30) days, or such additional time as is
reasonably required to correct any such default, after written notice by LESSEE
to LESSOR specifying wherein LESSOR has failed to perform any such obligation.

21. ENTIRE AGREEMENT; WAIVER; SURRENDER

21.1 ENTIRE AGREEMENT: This Lease, the Exhibits hereto annexed, and the Addenda
hereto annexed (if any) are made a part hereof, and contain the entire and only
agreement between the parties and any and all statements and representations,
written and oral, including previous correspondence and agreements between the
parties hereto, are merged herein. LESSEE acknowledges that all representations
and statements upon which it relied in executing this Lease are contained
herein, and that the LESSEE in no way relied upon any other statements or
representations, written or oral. Any executory agreement hereafter made shall
be ineffective to change, modify, discharge, or effect an abandonment of this
Lease in whole or in part unless such executory agreement is in writing and
signed by the party against whom the enforcement of the change, modification,
discharge, or abandonment is sought.

21.2 WAIVER BY LESSOR: The failure of LESSOR to seek redress for violation, or
insist upon the strict performance of any covenant or condition of this Lease,
or any of the rules and regulations promulgated by the LESSOR shall not prevent
a subsequent act, which would have originally constituted a violation, from
having all the force and effect of an original violation. The receipt by LESSOR
of rent with knowledge of the breach of any covenant of this Lease shall not be
deemed a waiver of such breach. The failure of LESSOR to enforce any of his
rules and regulations against LESSEE and/or any other tenant in the Building
shall not be deemed a waiver of any such rules and regulations. No provisions of
this Lease shall be deemed to have been waived by LESSOR unless such

   35


waiver be in writing signed by LESSOR. No payment by LESSEE or receipt by LESSOR
of a lesser amount than the monthly rent herein stipulated shall be deemed to be
other than on account of the stipulated rent, nor shall any endorsement or
statement on any check or any letter accompanying any check or payment as rent
be deemed an accord and satisfaction, and LESSOR may accept such check or
payment without prejudice to LESSOR'S right to recover the balance of such rent
or pursue any other remedy in this provided.

21.3 SURRENDER: No act or thing done by LESSOR during the term hereby demised
shall be deemed an acceptance of a surrender of the Premises, and no agreement
to accept such surrender shall be valid, unless in writing signed by the LESSOR.
No employee or agent of LESSOR shall have any power to accept the keys to the
Premises prior to the termination of this Lease.

22. INABILITY TO PERFORM

     Except as provided in Sections 3.1 and 3.2 hereof, this Lease and the
obligations of LESSEE to pay rent hereunder and perform all of the other
covenants, agreements, terms, provisions, and conditions hereunder on the part
of LESSEE to be performed, shall in no way be affected, impaired, or excused
because LESSOR is unable to fulfill any of his obligations under this Lease; or
is unable to supply or is delayed in supplying any service expressly or
impliedly to be supplied; or is unable to make, or is delayed in making, any
repairs, replacements, additions, alterations, improvements, or decorations; or
is unable to supply or is delayed in supplying any equipment or fixtures if
LESSOR is prevented or is delayed from so doing by reason of strikes or labor
troubles, or any other similar or dissimilar cause whatsoever beyond LESSOR'S
reasonable control, including but not limited to governmental preemption in
connection with a national emergency; or by reason by any rule, order, or
regulation of governmental agency; or by reason of the conditions of supply and
demand which have been or are affected by war, hostilities, or other similar or
dissimilar emergency. In each such instance of inability of LESSOR to perform,
LESSOR shall exercise reasonable diligence to eliminate the cause of such
inability to


   36

perform.

23.  BILLS AND NOTICES

Any notice, consent, request, xxxx, demand, or statement hereunder by either
party to the other party shall be in writing and shall be deemed to have been
duly given when either delivered personally or mailed addressed to LESSOR at his
address as set forth in Exhibit 2 hereof and to LESSEE at the Premises, or if
any address for notices shall have been duly changed as hereinafter provided, to
the party at such changed address. Either party may at any time change the
address for such notices, consents, request, bills, demands, or statements by
delivering or mailing, as aforesaid, to the party entitled thereto, a notice
stating the change and setting forth the changed address.

24.  PARTIES BOUND - SEISEN OF TITLE

     The covenants, agreements, terms, provisions, and conditions of this Lease
shall bind and benefit the successors and assigns of the parties hereto with the
same effect as if mentioned in each instance where a party hereto is named or
referred to, except that no violation of the provisions of Article 14 hereof
shall operate to vest any rights in any successor or assignee of LESSEE, and
that the provisions of this Article 24 shall not be construed as modifying
Article 19 hereof. The words "LESSOR" and "LESSEE" as used herein shall be
construed in each and every covenant and clause in this Lease, unless repugnant
to the context thereof, to refer to the person or persons first named above and
their respective representatives, successors, and assigns, and those claiming
by, through, or under any of them.

If in connection with or as a consequence of the sale, transfer, or other
disposition of the Building, LESSOR ceases to be the owner of the reversionary
interest in the same, LESSOR shall be entirely freed and relieved from the
performance and observance thereafter of all covenants and obligations hereunder
on the part of LESSOR to be performed and observed, it being understood and
agreed in such event (and it shall be deemed and construed as a covenant running
with the land) that the


   37

person succeeding to LESSOR'S ownership of said revisionary interest shall
thereupon and thereafter assume, perform, and observe, any and all such
covenants and obligations of LESSOR.

25. SUBORDINATION AND LESSEE'S ESTOPPEL CERTIFICATE

25.1 SUBORDINATION OF LEASE: LESSEE agrees that, at the election of the LESSOR,
this Lease shall be subject and subordinate to the lien of any one or more
mortgages which may be now or hereafter be placed on, encumber, or affect the
Building and to all renewals, modifications, consolidations, and replacements
thereof. When requested to do so by LESSOR, LESSEE agrees to execute,
acknowledge, and deliver to the LESSOR an instrument (hereinafter referred to as
"SUBORDINATION AGREEMENT") in form and substance reasonably satisfactory to the
LESSOR, and in proper form for recording, wherein LESSEE agrees to and does
subordinate this Lease to the lien of any one or more mortgages above mentioned,
and to all renewals, modifications, consolidations, replacements, and extensions
of the same, and to attorn to and recognized such mortgage(s) thereunder, and to
any person claiming by, through, or under such mortgage(s). In consideration of
the same, LESSOR agrees to use his best efforts to obtain from said mortgagee an
agreement to the effect that it will, in the event of a foreclosure of its
mortgage, standby and recognize the within lease. Said agreement of the
mortgagee shall be in its usual form.

25.2 LESSEE'S ESTOPPEL CERTIFICATE: LESSEE shall at any time, and from time to
time, on not less than seven (7) days prior written notice from LESSOR, execute,
acknowledge, and deliver to LESSOR a statement (hereinafter referred to as
"ESTOPPEL CERTIFICATE") in writing addressed to LESSOR (or to any mortgagee or
prospective mortgagee of the Building) certifying that this Lease is unmodified
and is in full force and effect, or if there have been modifications, the dates
that this Lease is in full force and effect as modified, setting forth the
modifications; stating the dates to which the rent and other charges under this
Lease have been paid; and, whether or not to the best of its knowledge, there
exists any default in the performance of any covenant, agreement, term,
provision, or condition of this Lease, and if so,


   38

specifying each such default of which it has knowledge. It is intended that any
such statement delivered pursuant hereto may be relied on by LESSOR and by any
such mortgagee or prospective mortgagee affecting the Building.

25.3 NEGLECT OR FAILURE OF LESSEE: In the event that LESSEE shall neglect or
shall refuse to comply with its obligations as set forth in Sections 25.1 and
25.2, or shall neglect or refuse to execute a Subordination Agreement and/or
Estoppel Certificate within a ten (10) day period after LESSOR'S written request
therefore, LESSEE hereby irrevocably appoints LESSOR as its attorney-in- fact
with full power and authority to execute and deliver such instrument or
instruments for and in the name of LESSEE, or LESSOR may treat such neglect or
failure on the part of the LESSEE as Default of LESSEE within the meaning of
Section 19.1 of this Lease.

26.  QUIET ENJOYMENT

LESSEE, subject to the terms and provisions of this Lease, on payment of the
rent and other charges and upon observing, keeping, and performing all of the
other terms and provisions of this Lease on LESSEE'S part to be observed, kept,
and performed, shall lawfully, peaceably, and quietly have, hold, and occupy and
enjoy the Premises during the term hereof, without hindrance or ejection by any
persons lawfully claiming under LESSOR to have title to the Premises superior to
LESSEE. The foregoing covenant of quiet enjoyment is in lieu of any other
covenant, express or implied.

27.  MISCELLANEOUS

27.1 SEPARABILITY: If any provision of this Lease or portion of such provision
or the application thereof to any person or circumstance is for any reason held
invalid or unenforceable, the remainder of the Lease (or the remainder of such
provision) and the application thereof to other persons or circumstances shall
not be affected thereby.

27.2 CAPTIONS AND VARIATIONS IN PRONOUNS: The captions in each


   39

article, section, and subsection in this Lease are inserted only as a matter of
convenience and for reference, and in no way define, limit, or describe, the
scope of this Lease or the intent of any provision thereof. All pronouns and any
variation thereof shall be deemed to refer to the masculine, feminine, neuter,
singular or plural, as the identity of the party or parties, or their
representatives, heirs, successors and assigns, may require.

27.3 INCORPORATION OF EXHIBITS AND ADDENDA:  Exhibits 1,2,3, and 4
and the Addenda hereto annexed (if any) and initialled by the parties
hereto are expressly made a part of this Lease.

27.4 GOVERNING LAW:  This Lease is made pursuant to, and shall be
governed by and construed in accordance with, the laws of the
Commonwealth of Massachusetts.

     27.5 NONRECOURSE: Neither the trustee of the LESSOR Trust nor any of the
beneficiaries thereof, or their respective heirs, successors, or assigns shall
be personally liable for the performance or observance of any covenant or
condition herein contained, or for the payment of any claim or judgement under
this Lease, and no recourse shall be had against any such person for such
performance, observance, or payment. LESSEE agrees to look solely to the equity
of the LESSOR in the Building for the satisfaction of any LESSEE'S claims under
this Lease.

     27.6 AUTHORITY OF LESSOR: LESSOR warrants to LESSEE that he has full and
lawful authority to enter into this Lease for the term hereof, and any extension
thereof; that he is lawfully seized of the leased premises and his good and
marketable title thereto.

IN WITNESS WHEREOF, the parties hereto have executed this Indenture of Lease in
duplicate original as a sealed instrument on the day and year first above set
forth.


ATTEST                          LESSOR:
                            WALPOLE PARK SOUTH (II) TRUST



   40

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

Witness                    XXXXXXX X. XXXXXX
                   Trustee as aforesaid


ATTEST                     LESSEE:
                                                        ECO-FORM INCORPORATED



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

Secretary                  X. Xxxxxxxxxx Khan
                           Hereunto Duly Authorized









   41


Exhibit 1
Plan of Premises


Exhibit 1
Tenant Space


EXHIBIT 2

REFERENCE DATA

DATE OF EXECUTION OF LEASE: January 29th, 1996

LESSEE

ARTICLE 1

PREMISES:  14,864 square feet of space (viz: 2,791 office space;, 12,073
warehouse space) located at 00 Xxxxxxx Xxxx Xxxxx, Xxxxxxx, Xx, as shown on
Exhibit 1 hereof.

ARTICLE 2

(a) TERM COMMENCEMENT DATE: January 1, 1996

(b) TERMINATION DATE: March 31, 2001 (see Addenda hereto annexed for LESSEE'S
option to extend term)

ARTICLE 4

USE OF PREMISES: Warehouse for the covered storage of materials, supplies,
equipment and manufactured products,


   42

whether or not produced on the Premises and associated with the production of
molded fibre packaging and offices incidental to the foregoing.

ARTICLE 5

RENT: As set forth in Schedule A annexed hereto. Notwithstanding the fact that
LESSEE'S full monthly payment of rent, as set forth in Schedule A hereof, does
not commence until January 1, 1996, LESSEE shall be responsible to pay for its
Proportionate Share of Operating Costs and Taxes as of the Term Commencement
Date.

ARTICLE 7

PARKING SPACES ALLOCATED TO LESSEE: 24

ARTICLE 8

         (a) RENTABLE AREA: 14,864 square feet (b) BUILDING RENTABLE AREA:
95,567 square feet (c) LESSEE'S PROPORTIONATE SHARE: 15.55%

ARTICLE 23

ADDRESSES OF PARTIES:

to LESSOR:
          Walpole Park South (II) Trust
          X.X. Xxx 000
          0 Xxxx Xxxxxx
          Xxxxxxx, XX 00000

to LESSEE (prior to occupancy of Premises)

     Eco-Forms Incorporated
     00 Xxxxxxx Xxxx Xxxxx Xxxxx
     Xxxxxxx, XX 00000


   43

(after occupancy of Premises)
     00 Xxxxxxx Xxxx Xxxxx
           Xxxxxxx, XX 00000




Exhibit 2
Rental Schedule


Exhibit 2
Rental Schedule


Exhibit 3
Building Standard Work


Exhibit 3
Building Standard Work


Exhibit 3
Building Standard Work


EXHIBIT 4
SIGN SPECIFICATION

This sign specification is written to create and maintain standards of
uniformity for all business in Walpole Park South (II). LESSEE must conform with
these specifications, and any variations must be approved of by the LESSOR.

A. BUILDING SIGNS- One (1) non-illuminted 2' 6" x 8' 0" will be

   44

allowed for each LESSEE for identification purposes. Such sign shall be
manufactured with a 1 1/2" x 2" extruded aluminum retainer forming frame around
changeable .063 aluminum face. Face and frame will be Dark Bronze with white
copy. All lettering must be Rockwell Bold. The sign shall be mounted on center
graphic stripe with the endge of the sign to be lined up with hinges on door
below.

One (1) non-illuminated 1' 6" x 4' 0" will be allowed for LESSEE identification
above the loading dock doors in the rear of the Building. The sign shall be
manufactured of .040 aluminum with a 1" aluminum tube frame Face will be dark
bronze with reflective white vinyl copy. All lettering must be Rockwell Bold.

B.  WINDOW SIGNS- Window signs are not permitted without the
LESSOR'S prior written approval.



ADDENDA

28. LESSESS'S OPTION TO EXTEND LEASE TERM

28.1 OPTION GRANTED: At the expiration of the initial term of this lease, and if
this Lease shall then be in full force and effect, and the LESSEE shall have
fully performed or observed all of the terms, covenants, and conditions on its
part to be performed or observed hereunder, the LESSEE shall have the option to
extend the term of this Lease, upon the same terms, covenants and conditions,
(except for rent as herein below set forth), for an extended term of Five Years
(5 years) years (hereinafter referred to as "EXTENDED TERM"). The option herein
granted shall be exercised by the LESSEE by giving written notice to the LESSOR,
not less than six (6) months and no more than nine (9) months prior to the
expiration of the initial Lease Term.

28.2 RENT DURING EXTENDED TERM: The Yearly Rent payable by the LESSEE during the
Extended Term shall be the greater of the following: -


   45

(1) the rate per annum payable during the fifth Lease Year; or, (2) a sum equal
to what would be considered as the fair market rental for the Premises, based
upon the use of the same as first class office and warehouse space located in
the rental community between Route 1 and Route 128 as of the date of
commencement of the Extended Term, under similar terms and conditions as
contained in this Lease, but requiring no investment by LESSOR for improvements,
renovations, repairs, etc. (hereinafter referred to as "MARKET RENT"). If the
parties cannot agree as to the Market Rent, the Market Rent shall be determined
by two (2) appraisers who are members of the American Institute of Real Estate
Appraisers to be appointed by each of the parties. If such appraisers cannot
agree on the Market Rent, they shall together promptly select a third appraiser
who shall also be a member of the American Institute of Real Estate Appraisers
and whose fee shall be shared by each of the parties hereto. A written
determination as to the Market Rent signed by any two (2) of the appraisers so
chosen shall be final and binding on the parties hereto. The Yearly Rent payable
by the LESSEE during the Extended Term shall be paid in monthly installments on
the first day of each month, and in addition thereto, the LESSEE shall pay all
other charges, such as, but not limited to, Taxes and Operating Costs as set
forth in this Lease.