8-K

                                   
                   SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
                        --------------------
                             FORM 8-K

                         CURRENT REPORT
                       --------------------
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                       --------------------
                         BGS SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)

Date of Report (Date of earliest event reported) October 26, 1995

MASSACHUSETTS            0-02192                04-2559993
(State of            (Commission File       (I.R.S. Employer
incorporation)        Number)                Identification
                                             Number)

                         

          128 TECHNOLOGY CENTER, WALTHAM, MASSACHUSETTS  02254-9111
                    (Address of Principal Executive Office)
                           --------------------

Registrant's telephone number including area code (617) 891-0000

ITEM 5.   Other Events.

     On October 26, 1995, the registrant, executed a Contract of Sale
("Agreement") for the purchase of the land, building and improvements
(collectively the "Property") known as 580 Winter Street, Waltham,
Massachusetts.  The land consists of approximately 4.45 acres improved by an
80,000 s.f. single-story, brick building.

     580 Winter Street is owned by 580 Winter Street Corp., a Massachusetts
corporation having offices c/o Svenska Handlesbanken, 599 Lexington Avenue,
New York, New York  10022 (the "Seller").  There is no material relationship
between 580 Winter Street Corp. and the registrant or any of its affiliates,
any director or officer of the registrant, or any associate of any such
director or officer.

     One of the most important determinations by the registrant in connection
with its decision to purchase the Property was the environmental assessment. 
The Property is not completely free of all contaminants and is located near a
public drinking water supply.  The registrant's decision-making process is
summarized below, and that information is qualified in its entirety by the
materials filed as exhibits hereto.

     The Property is listed on the Massachusetts Department of Environmental
Protection's List of Confirmed Disposal Sites and Locations to be Inspected
("Investigation List").  The registrant has reviewed reports of environmental
engineers concerning their investigation of the Property.  These reports
indicate (i) the Property was placed on the Investigation List because heating
oil contaminated soil was found on the site when a 10,000 gallon oil tank was
removed in 1987 (the heating fuel was converted to natural gas), (ii) the
storage tank was intact (iii) approximately 190 cubic yards of contaminated
soil was removed, (iv) investigation was undertaken pursuant to the
Massachusetts Contingency Plan (v) a Notice of Audit Findings/Notice of
Non-Compliance ("Notice") asserted that an initial LSP Evaluation opinion
failed to identify the applicable groundwater category for the site, (vi) The
Notice to the Seller asserted that because of the site's proximity to the
Cambridge Reservoir, the appropriate water quality standard was RCGW-1, (vii)
The Notice noted that the levels of trichloroethene and Total Petroleum
Hydrocarbons exceeded the RCGW-1 standard, (viii) The Notice required, among
other things, submission of a revised LSP Evaluation Opinion indicating that a
release subject to notification requirements occurred or may have occurred at
the subject site and that further response actions are necessary, (ix)the
Licensed Site Professional submitted a revised opinion including groundwater
category identification and analysis of the levels of fuel oil and
trichloroethene in the groundwater (x) the revised opinion concluded that the
proper water quality for the site was not RCGW-1 because, among other things,
the site was downgradient from the reservoir and groundwater from the site
does not flow into the reservoir, and (xi) the Licensed Site Professional
Response Action Outcome Statement and supporting documentation concluded that
all compounds at the site were below the applicable standards, that no
significant risk is posed by the presence of residual contamination and that
the site meets the groundwater environmental requirements applicable thereto.

     Under the Massachusetts Contingency Plan, state inspection is performed
by "privatized inspectors" who become certified by the State as "Licensed Site
Professionals."  Their opinions may be audited by the Department of
Environmental Protection for a period of five years from the date of filing of
the Report.  According to the Licensed Site Professional interviewed by the
Registrant, specific regulations provide that sites located near wells and
water bearing aquifers used as public drinking water sources but which are
downgradient therefrom are not required to meet the RCGW-1 standard by virtue
of their proximity.  At the moment no such regulations have been written to
cover the similar situation relative to reservoirs.

     On the basis of its review of the foregoing materials, the registrant
has executed the Contract of Sale, which provides in part that the registrant
has examined various reports and correspondence related to this matter and is
fully satisfied with the testing, remediation, DEP disposition and
environmental conditions at the premises.

     The privatization of the environmental inspection and implementation
process, the highly sensitive nature of environmental laws, the importance of
protecting the public drinking water supplies and the evolution of the
application and interpretation of regulations under the Massachusetts
Contingency Plan are but a few of the areas of uncertainty facing the
registrant in making its decision.  The registrant has made the judgment to
rely on the findings of the License Site Professional--with whom the
registrant engaged in due diligence discussions at the site--that the site is
in compliance with all applicable requirements.  The registrant expects that
managing environmental issues will be an ongoing aspect of its property
management activities.

     The purchase price is Five Million Fifty Thousand Dollars
($5,050,000.00).  Of this amount,  Five Hundred Five Thousand Dollars
($505,000.00) has been paid to the escrow agent and counsel to Seller,
Sullivan & Worcester, a Registered Limited Liability Partnership and the
balance of which is due on the closing.  The closing is scheduled to take
place on December 28, 1995.  

     The registrant expects to use some of its current assets which may
include cash, cash equivalents, and/or marketable securities to fund the
entire acquisition, renovation, refurbishment and relocation costs (expected
to be in the approximate range of $9.0 million).

     The registrant expects that the cost of ownership and operation of the
building over the long term will be similar to what the registrant currently
pays for its present offices even though the new facility of approximately
80,000 s.f. will accommodate a substantial increase in the number of
employees.  The registrant's lease for its current space of approximately
46,000 s.f. expires in January 1997.

     The new Property is used as rental property by the Seller and as office
space by the tenants.  The registrant intends to use the Property primarily as
its world-wide headquarters and to lease portions of it to tenants from time
to time.  Two such tenants are leasing such space at the present time under
leases covering approximately 41,000 s.f.  One lease (covering approximately
15,000 s.f.) is for a term of fifteen and one half years commencing October
1994 (with two five year options).  The other lease is on its first (of two)
three year extension terms (which began in July 1995). 

     The operation of a facility by the registrant is a new area of endeavor
for the employees and involves the development and practice of new skills to
be done well.  Additionally, the accounting treatment of owned facilities is
significantly different and dependent on variable tax laws and accounting
standards.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

          (c)  Exhibits.

          The Exhibits listed on the Exhibit Index (on page 6) are
incorporated herein by reference.






SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                         BGS SYSTEMS, INC.
                         (Registrant)


                         By:  /S/ C. RUSSEL HANSEN, JR.
                         -------------------------------
                         Vice President and General Counsel
                                        




INDEX TO EXHIBITS





10.1 Contract of Sale between BGS Systems, Inc. and 580 Winter Street Corp.

10.2 Lease between 580 Winter Street Limited Partnership, as Lessor and
Harte-Hanks Communications, Inc. d/b/a Harte-Hanks Community Newspapers,
Massachusetts, as Lessee, dated March 20, 1990.

10.3 Lease Agreement by and between 580 Winter Street Corp. and MFS Intelenet
of Massachusetts, Inc., dated October 20, 1994.

10.4 Massachusetts Department of Environmental Protection's, Notice of
Noncompliance, Notice of Audit Findings, dated October 10, 1995 

10.5 Massachusetts Department of Environmental Protection's Response Action
Outcome (RAO) Statement & Downgradient Property Status Transmittal Form

10.6 Environmental Science Services' Report, Documentation Supporting
Response Action Outcome, dated October 2, 1995

EX-10.1

                              EXHIBIT 10.1
                                    
     CONTRACT OF SALE ("Agreement"), dated as of October 26,
1995, between 580 WINTER STREET CORP., a Massachusetts
corporation ("Seller"), having offices c/o Svenska Handelsbanken,
599 Lexington Avenue, New York, New York 10022 and BGS SYSTEMS,
INC.,  a Massachusetts corporation ("Purchaser") having offices
at 128 Technology Center, Waltham, Massachusetts 02254-9111.
                                    
                                RECITALS:
                                    
     A.   Seller is the owner of the land ("Land") described in
Exhibit A annexed hereto and the building and improvements
situated thereon or appurtenant thereto (collectively, the
"Improvements"; together with the Land, collectively, "Premises")
known as 580 Winter Street, Waltham, Massachusetts.

     B.   Seller desires to sell and Purchaser desires to
purchase the Premises on the terms and subject to the conditions
set forth in this Agreement.

AGREEMENT:

Seller and Purchaser agree as follows:

     1.   Certain Definitions.  Whenever used in this Agreement,
the words and phrases set forth below shall have the following
meanings:

     1.1  "Closing" means the closing pursuant to the terms and
conditions set forth in this Agreement, at which closing title to
the Premises shall be transferred to Purchaser.

     1.2  "Contract Date" means the date on which this Agreement
is executed.

     1.3  "Downpayment" shall mean the initial sum of $505,000
paid by Purchaser to Escrow Agent on account of this Agreement in
accordance with Article 3, together with any interest accrued on
such sum from time to time.

     1.4  "Escrow Agent" shall mean Sullivan & Worcester, a
Registered Limited Liability Partnership, counsel to Seller.

     1.5  "Improvements" has the meaning set forth in Recital A.

     1.6  "Initial Notice" shall have the meaning set forth in
Section 10.1.

     1.7  "Land" means the land located in Middlesex County, 
Massachusetts, described by metes and bounds on Exhibit A hereto.

     1.8  "Leases" means, collectively, (a) the lease, dated
March 20, 1990, by 580 Winter Street Limited Partnership ("580
LP"), as landlord, to Harte-Hanks Communications, Inc. ("HHC"),
as tenant, as amended by a First Amendment to Lease, dated
September 1, 1992, between 580 LP and HHC, as tenant, as amended
by a First Amendment to Lease, dated September 1, 1992, between
580 LP and HHC and a Second Amendment to Lease, dated October 3,
1994. betweem Seller and HHC, and (b) the lease, dated October
20, 1994, by Seller, as landlord, to MFS Intelenet of
Massachusetts, Inc., as tenant, copies of which leases have been
delivered to Purchaser for its examination prior to execution of
this Agreement.

     1.9  "Permitted Encumbrances" means the matters set forth in
Section 2.2, any matters arising therefrom or relating thereto,
to the extent the same may be of force or effect or affect title
to the Premises as of the Closing Date, and such other matters as
are customarily contained in the standard exceptions from fee
title insurance coverage in the State of Massachusetts.

     1.10 "Premises" means the Land and the Improvements.

     1.11 "Qualified Bank" means a bank or trust company having a
banking office in the City of Boston, Massachusetts, or which is
a member of the New York Clearing House Association.

     1.26 "Title Company" means any reputable title insurance
company duly licensed in the State of Massachusetts.

     2.   Sale of Premises; Permitted Encumbrances.

     2.1  Seller shall sell and convey good, clear, record and
marketable title to the Premises to Purchaser and Purchaser shall
purchase the Premises from Seller, on the terms and subject to
the conditions set forth in this Agreement.  The Premises shall
be conveyed to Purchaser free and clear of all liens and
encumbrances (other than the Permitted Encumbrances), and shall
include all of Seller's right, title and interest, if any, in and
to the following:

          2.1.1     Any land lying in the bed of any street, road
or avenue opened or proposed, in front of or adjoining the
premises, to the center line thereof, and all right, title and
interest of Seller in and to any award made or to be made in lieu
thereof and in and to any unpaid award for damages to the
premises by reason of change of grade of any street and any right
of reversion.

          2.1.2     All fixtures attached to the Land or
Improvements and present at the time of execution of this
Agreement and those fixtures which may be attached between the
date hereof and the Closing Date.

     2.2  The Premises shall be sold and conveyed subject to the
following (collectively, the "Permitted Encumbrances"):

          2.2.1     Zoning regulations and ordinances which are
not violated by existing structures or improvements or present
use therefor.

          2.2.2     Consents by Seller or any former owner of the
Premises for the erection of any structure or structures on,
under or above any street or streets on which the Premises may
abut.

          2.2.3     Encroachments of stoops, areas, cellar steps,
trim and cornices, lintels, window sills, awnings, canopies,
ledges, fences, coping, retaining walls and wires projecting from
the Premises over any street or highway or over any adjoining
property and encroachments of similar elements projecting from
adjoining property over the Premises.

          2.2.4     Rights of telephone, electric, gas, water and
sewer and other utility companies to lay, maintain, install and
repair poles, wires, mains, lines, pipes, conduits, cable boxes,
cables and related equipment on, over, along, and under the
Premises or the streets abutting the Premises, and any such
utility service facilities running to any building or improvement
on the Premises.

          2.2.5     Revocability or lack of right to maintain
vaults, coal chutes, excavations or subsurface equipment beyond
the line of the Premises.

          2.2.6     Restrictive Agreement, dated October 14,
1954, recorded in the land records of the Middlesex County,
Massachusetts ("Land Records") in Deeds, Book 8364, pg. 325.

          2.2.7     Restrictions in Deed by Gerald W. Blakely,
dated July 26, 1956, recorded in the Land Records in Deeds, Book
8777, pg. 524; Agreement Concerning Restrictions, dated December
20, 1960, recorded in the Land Records in Deeds, Book 9775, pg.
529; as affected by agreement, dated March 14, 1961, recorded in
the Land Records in Deeds, Book 9775, pg. 531; as further
affected by agreement, dated October 2, 1964, recorded in the
Land Records in Deeds, Book 10660, pg. 38; and any additional
covenants, agreements, licenses, easements and restrictions of
record, provided that such additional covenants, agreements,
licenses, easements, and restrictions do not prohibit the present
use of the Premises.

          2.2.8     State of facts shown on a survey of the
Premises dated September 15, 1988 and last revised June 20, 1989
(the "Survey"), a copy of which has been reviewed by the
Purchaser, and any changes therefrom an accurate survey of the
Premises through the date of Closing would show, provided that no
such changes render title unmarketable.

          2.2.9     The Leases.

          2.2.10    Any notice of lease of a tenant no longer in
possession provided that the Title Company shall be willing to
insure against the lease being enforced against the Premises.

          2.2.11    Real estate taxes and assessments and unpaid
installments of assessments, which are a lien but not yet due and
payable on the Closing Date. 

          2.2.12    Financing statements, chattel mortgages and
liens on personalty filed more than five (5) years prior to the
Closing Date and not renewed, or filed against property or
equipment no longer located on the Premises or owned by tenants.

          2.2.13    Rights of utility companies to lay, maintain,
install and repair pipes, lines, poles, conduits, cable boxes and
related equipment on, over and under the Premises, provided that
none of such rights imposes any monetary obligation on the owner
of the Premises.

     3.   Purchase Price

     3.1  The purchase price ("Purchase Price") is FIVE MILLION
FIFTY THOUSAND DOLLARS and is payable by Purchaser to Seller as follows:

          3.1.1     FIVE HUNDRED FIVE THOUSAND DOLLARS
by delivery on or before execution of this Agreement of Purchaser's check,
subject to collection (together with any interest accrued on such deposit
from time to time, the"Downpayment"), payable to the order of Escrow Agent,
as payee to be held by Escrow Agent in accordance with the escrow provisions
set forth in Article 16; and

          3.1.2     FOUR MILLION FIVE HUNDRED FORTY-FIVE THOUSAND
DOLLARS at Closing, subject to adjustment in accordance with Article 8.

     3.2  At Closing, any interest earned on the Downpayment
shall be paid to the party entitled to the Downpayment.

     3.3  All amounts payable at Closing shall be paid by (i)
unendorsed certified checks of Purchaser or any person making a
purchase money loan to Purchaser drawn on a Qualified Bank to the
order of Seller, or (ii) unendorsed official bank checks drawn by
any Qualified Bank to the order of Seller.  At the option of
either Purchaser or Seller, all or any part of the amounts
payable at Closing shall be paid by a wire transfer of Federal
Funds for same day value to an account or accounts designated by
Seller.

     3.4  If any instrument for the payment of the Downpayment
fails of collection, Seller shall have the right to sue on the
uncollected instrument.  In addition, such failure of collection
shall be a default under this Agreement, provided Seller gives
Purchaser notice of such failure of collection and, within three
(3) days after such notice, Escrowee does not receive from
Purchaser an unendorsed certified check, bank check or
immediately available funds in the amount of the uncollected
funds.  Failure to cure such default shall entitle Seller to the
remedy set forth in the case of default by Purchaser and to
retain all sums as may be collected and/or recovered.  Time shall
be of the essence with respect to the time periods set forth in
this Section.

     4.   Physical Condition; Personal Property; Operating
Pending Closing.

     4.1  Purchaser has made such examination of the operation,
income, expenses and physical condition of the Premises and the
legal, zoning, land use, environmental, toxic and hazardous
materials, water and sewer availability, development potential,
reclamation and other matters affecting or relating to this
transaction as Purchaser deemed necessary or as were required by
law, rule, regulation or otherwise or Purchaser has waived such
examination.  In entering into this Agreement, Purchaser has not
been induced by and has not relied upon any representations,
warranties, guarantees or promises, whether express or implied,
made by Seller or any agent, employee or other representative of
Seller or by any broker or any other person representing or
purporting to represent Seller, which are not expressly set forth
in this Agreement, whether or not any such representations,
warranties, guarantees, promises, or statements were made in
writing or orally.  Purchaser confirms that it has examined a
current environmental inspection report of the Premises prepared
by Environmental Science Services ("ESS"), and the correspondence
of Seller and ESS with the Massachusetts Department of
Environmental Protection ("DEP") concerning the conditions
described in such examination, and that Seller has afforded
Purchaser full opportunity to examine the premises and discuss
such matters with ESS.  Purchaser is fully satisfied with the
testing, remediation, DEP disposition and environmental
conditions at the Premises.

     4.2  The sale under this Agreement includes the following
fixtures and articles of personal property, to the extent
presently existing at the Premises and owned by Seller: heating,
ventilating and air conditioning equipment, plumbing and
electrical equipment and fixtures, carpets and other floor
coverings, curtains, drapes, blinds and related window
treatments, partitions, fire safety devices, and fire protection
and burglar alarm equipment.

     4.3  Between the date of this Agreement and Closing, Seller
shall not enter into any new lease affecting the premises, or
modify or amend any existing lease, provided that Seller shall
have the right to comply with and enforce the terms of any
existing Lease, to waive default by the tenant thereunder or to
exercise any rights and remedies of the Landlord thereunder,
including the right to terminate the Lease for default of the
tenant thereunder.  Seller shall have no obligation to extend the
term of any existing Lease.

     5.   Casualty and Eminent Domain

     5.1  Seller is responsible for any damage to the Premises,
other than for ordinary use, wear, tear and natural
deterioration, until the Closing.  If the Premises are damaged by
fire, vandalism, storm, flood or any other casualty between the
date of this Agreement and Closing, Seller shall promptly notify
Purchaser and the parties shall obtain an estimate of the cost of
repairing the damage from an unaffiliated contractor of their
mutual choice.  If the estimated cost is less than $50,000 Seller
shall repair the damage at Seller's expense, the Closing shall
take place as provided herein and Seller shall be entitled to
receive all insurance proceeds as a result of the casualty.  If
the estimated cost is more than $50,000, Seller shall forthwith
proceed to commence and complete the necessary repairs and the
Closing shall take place as provided herein; provided, however,
that if Seller has not commenced such repairs as of the scheduled
date of Closing or the repairs are reasonably estimated to take
more than four months after the Closing to complete, then, at
Purchaser's option, the Closing shall be delayed until the work
is completed,  or if the Closing shall occur, the Purchase Price
shall be reduced by an amount equal to the deductible on Seller's
insurance policy, and there shall be assigned to Purchaser at the
Closing, all of Seller's right, title and interest in and to the
remaining insurance proceeds to the extent such proceeds relate
to restoration and repair of the Premises to be conveyed
hereunder, net of such sums as have reasonably been expended by
Seller on such repairs.  In addition, at Closing, Seller shall
assign to Purchaser and Purchaser shall assume all construction
contracts for such repair and restoration, to the extent such
contracts are assignable and relate to the Premises to be
conveyed hereunder.  If, for any reason, insurance proceeds are
not received on account of the damage or destruction, the parties
shall agree upon the amount necessary to repair the damage, and
such amount shall be credited against the Purchase Price.  In
addition, if Seller's mortgagee does not release all or a portion
of such insurance proceeds, Seller shall credit against the
Purchase Price the amount of such proceeds withheld to the extent
that such proceeds relate to restoration and repair of the
Premises to be conveyed hereunder.

     5.2  If prior to Closing there shall be a taking of all or
any portion of the Premises by a governmental or other public
authority by eminent domain, condemnation or otherwise
(collectively "Condemnation") which shall prevent continued use
of the premises (to include a loss of all access of the remaining
portion of the Premises to a public highway or street) for
substantially the same purposes and substantially in the same
manner to substantially the same extent as prior to Closing (a
"Total Condemnation"), Purchaser shall either:

          5.2.1     Accept title to the premises pursuant to the
terms of this Agreement upon payment of the full Purchase Price
without any credit against or abatement of the Purchase Price by
reason of the Condemnation (except as hereinafter provided), but
with an assignment by Seller (without recourse or warranty) of
Seller's right, title and interest as owner of the Premises in
the award or awards resulting from the condemnation and in the
proceeds thereof, and Seller shall deliver to Purchaser at
Closing any such proceeds received by Seller; provided, however,
that if any such Condemnation award is payable to the holder of
any mortgage or other lien on the Premises, then the Purchase
Price shall be reduced by the amount of such Condemnation award
payable to such mortgagee; or

          5.2.2.    Terminate this Agreement, and upon such
election, Seller shall return any amounts theretofore paid on
account of the Purchase Price with any interest earned thereon,
and Seller and Purchaser shall be released and discharged from
any and all further liability and obligation under this
Agreement.

     5.3  If, prior to Closing, there shall be a Condemnation
other than a Total Condemnation, Seller shall assign and pay over
to Purchaser at Closing the entire proceeds of the payment by the
condemning authority and any right to receive the same and title
shall pass to Purchaser at Closing; provided, however, that if
any such Condemnation award has been paid to the holder of any
mortgage or any other lien on the Premises, then the Purchase
Price shall be reduced by the amount of such Condemnation award
payable to such mortgagee.

     5.4  The provisions of this Article shall survive the
Closing and are in lieu of the provisions of any otherwise
applicable statute.

     6.   Representations and Covenants of Parties.

          6.1  Seller makes the following representations:

               6.1.1     Seller is a corporation duly organized,
validly existing and in good standing under the laws of the state
of Massachusetts.

               6.1.2     Seller has full power, authority and
legal right to execute and deliver this Agreement and the
documents contemplated hereunder to be delivered by it and to
perform and observe the terms and provisions of this Agreement
and such other documents on its part to be performed or observed.

               6.1.3     The execution and delivery by Seller of
this Agreement and all the other documents contemplated to be
delivered by it hereunder, and the performance and observance by
it of the terms of this Agreement and the other documents and
instruments on its part to be performed or observed, have been
duly authorized by all necessary action (corporate or otherwise),
including without limitation, all necessary administrative and
other governmental action, and do not contravene (i) any law,
rule, regulation, order, writ, judgment, award, injunction or
similar legal restriction applicable to Seller, (ii) any
contractual restriction which binds or affects or purports to
bind or affect Seller, or (iii) its certificate of incorporation
or by-laws.

               6.1.4     There are no leases of all or any
portion of the Premises other than the Leases.  The Leases have
not been amended except as set forth in the definition of
"Leases."

               6.1.5     No brokerage, leasing or other
commissions are due with respect to any Lease.  There are no
alterations, improvements or other work required to be performed
by Seller as landlord under any lease which have not been
completed and paid for in full.  Seller is not in material
default of any obligation of the landlord under any lease.

               6.1.6     This Agreement has been duly executed
and delivered by Seller and is, and the other documents
contemplated hereunder when executed and delivered by it
hereunder will be, the legal, valid and binding obligations of
Seller enforceable against Seller in accordance with their terms.

               6.1.7     Exhibit B attached hereto constitutes a
complete list of any service contracts (collectively, the
"Service Contracts") now affecting the Premises.

               6.1.8     All fixtures, equipment and articles of
personal property included in this sale will, at Closing, be
owned by Seller free from all liens and encumbrances other than
the Permitted Encumbrances.

          6.2  Purchaser makes the following representations:

               6.2.1     Purchaser is a corporation duly
organized, validly existing and in good standing under the laws
of the State of Massachusetts.

               6.2.2     Purchaser has full power, authority and
legal right to execute and deliver this Agreement and the
documents contemplated hereunder to be delivered by it and to
perform and observe the terms and provisions of this Agreement
and of such other documents on its part to be performed or
observed.

               6.2.3     The execution and delivery by Purchaser
of this Agreement and all the other documents contemplated to be
delivered by it hereunder and the performance and observance by
it of the terms of this Agreement and the other documents and
instruments on its part to be performed or observed, have been
duly authorized by all necessary action (corporate or otherwise),
including, without limitation, all necessary administrative and
other governmental action and do not contravene (i) any law,
rule, regulation, order, writ, judgment, award, injunction or
similar legal restriction applicable to Purchaser, (ii) any
contractual restriction which binds or affects or purports to
bind or affect Purchaser or (iii) its certificate of
incorporation or by-laws.
 
               6.2.4     This Agreement has been duly executed
and delivered by Purchaser and is, and the other documents
contemplated hereunder when executed and delivered by it
hereunder will be, the legal, valid and binding obligations of
Purchaser enforceable against Purchaser in accordance with their
terms.

               6.2.5     Purchaser has inspected the Premises and
is fully familiar with its physical condition and state of
repair, and except as may otherwise be expressly set forth in
this Agreement, shall accept the Premises "as is" and in its
present condition, subject to Seller's express obligations under
this Agreement, and subject to reasonable use, wear, tear and
natural deterioration between now and Closing, without any
reduction in the Purchase Price for any change in such condition
by reason thereof subsequent to the date of this Agreement.

               6.2.6     Purchaser has made such examination of
the operation, income and expenses of the Premises and all other
matters affecting or relating to this transaction as Purchaser
deemed necessary.  In entering into this Agreement, Purchaser has
not been induced by and has not relied upon any representations,
warranties, guarantees or promises, whether express or implied,
made by Seller or any agent, employee or other representative of
Seller or by any broker or any other person representing or
purporting to represent Seller, which are not expressly set forth
in this Agreement, whether or not any such representations,
warranties, guarantees, promises, or statements were made in
writing or orally.

          6.3  The representations contained in Sections 6.1.4
and 6.1.5 shall survive the Closing for a period of six (6)
months.

          6.4  Seller covenants to terminate the Service
Contracts on or prior to the Closing Date.

          6.5  The representations, warranties, covenants,
indemnities and agreements of Seller and Purchaser contained in
this Agreement or contained in any certificate or document
delivered in connection with the Closing by or on behalf of the
Purchaser or the Seller, shall not survive the Closing under this
Agreement unless specifically stated to survive in this Agreement
or unless, pursuant to this Agreement or such certificate or
document in which it is contained, such covenant or agreement is
to be performed after the Closing Date.  Purchaser's sole remedy
for any breach of any representation or warranty of Seller known
to Purchaser prior to Closing shall be to terminate this
Agreement and to be reimbursed for the actual cost for Buyer's
title examination and survey inspection and the Downpayment, if
made, and all other remedies are waived by Purchaser; and such
known breach shall not survive the Closing.

     7.   Litigation; Plans; Maintenance.
     
     7.1  Seller represents that there is no pending litigation
related to the Premises by or against Seller.  To Seller's best
knowledge, no litigation is threatened against Seller with
respect to the Premises nor is there any actual or threatened
condemnation of the Premises.  Seller further represents that
there are no presently pending applications or appeals for
reduction of assessments or real estate taxes.

     7.2  At Closing, Seller will deliver to Purchaser all
existing plans and specifications for the Improvements and any
permits and licenses assigned to Purchaser hereunder, to the
extent such items are in the possession of Seller.

     7.3  If mechanic's or materialman's liens are filed against
the Premises prior to Closing for materials, labor or other
services alleged to have been delivered to or performed at the
request of Seller, Seller shall discharge or satisfy such liens
at or prior to Closing, or deliver such assurances to Purchaser's
Title Company as may be required to permit the issuance of title
insurance to Purchaser either free of any such liens or with
insurance against enforcement of same out of the Premises.

     7.4  The sole obligation of Seller with respect to the
physical condition of the Premises until Closing shall be to
maintain the Premises in its present condition, and in compliance
with all applicable laws, rules, regulations and ordinances
subject to reasonable use, wear, tear and natural deterioration.

     8.   Adjustments

     8.1  The following shall be apportioned between Seller and
Purchaser as of the midnight prior to the Closing Date and net
thereof in favor of Seller or Purchaser ("Net Adjustment") shall
be paid by Purchaser or credited against the Purchase Price, as
the case may be:

          8.1.1     Permit and license fees of assignable permits
and licenses, if any, and inspection charges.

          8.1.2     Utility charges, based on the most recent
available meter readings, if final readings cannot be obtained as
of the Closing Date,  any unfixed utility charges based thereon
for the intervening period shall be apportioned on the basis of
such reading.

          8.1.3     value of fuel oil stored on the Premises, at
the price then charged by Seller's supplier, including any taxes;

          8.1.4     prepaid rents;

          8.1.5     permitted administrative charges, if any, on
tenants' security deposits;

          8.1.6     Real estate taxes on the basis of the fiscal
year for which assessed.  If the tax for the fiscal year in which
the Closing occurs has not been fixed as of the Closing Date,
then the apportionment thereof shall be based on the tax rate for
the next preceding year applied to the latest assessed valuation,
and the same shall be readjusted after Closing based upon the
actual taxes.

          8.1.7     Seller shall be entitled to any and all real
estate tax savings or refunds for the tax fiscal years ending
prior to the Closing Date.  If any proceeding for reduction of
the assessed valuation of the Premises has been or is hereafter
filed affecting a tax period containing any period prior to the
Closing Date, the net tax savings for such period shall be
apportioned as of the Closing Date.  If such proceeding was
commenced by Seller, it shall be continued by Seller's attorney
whose charges, fees and disbursements shall be paid pro rata by
the parties.  If, after the Closing Date, Purchaser receives any
such tax savings as a credit against taxes payable in a
subsequent tax period in lieu of a refund, Purchaser shall
promptly pay to Seller the pro-rata share of the net tax savings
to which Seller is entitled.  If any such tax savings received by
Purchaser result from any proceedings commenced by Purchaser,
Purchaser's attorneys charges, fees and disbursements shall be
paid pro rata by the parties.

          8.1.8     Water and sewer charges, based on the most
recent available meter readings, any unfixed meter charge and any
unfixed sewer rent based thereon for the intervening period,
shall be apportioned on the basis of such reading.

          8.1.9     wages, of all persons employed at the
Premises whose employment was not terminated at or prior to the
Closing.

          8.1.10    municipal license charges, if any.

          8.1.11    management fees of the managing agent of the
Premises, unless such managing agent's employment is terminated
at or prior to the Closing.

          8.1.12    Assessments, in accordance with the
provisions of Section 8.5.

          8.1.13    Payments required under any service contracts
not cancelled at or before Closing.

     8.2  Any errors or omissions made in computing
apportionments at Closing shall be corrected.  The provisions of
this Article 8 shall survive Closing.

     8.3  If any tenant is in arrears in the payment of rent on
the Closing Date, rents received from such tenant after the
Closing shall be applied in the following order of priority; (a)
first to the month preceding the month in which the Closing
occurred; (b) then to the month in which the Closing occurred;
(c) then to any month or months following the month in which the
Closing occurred; and (d) then to the period prior to the month
preceding the month in which the Closing occurred.  If rents or
any portion thereof received by Seller or Purchaser after the
Closing are payable to the other party by reason of this
allocation, the appropriate sum, less a proportionate share of
any reasonable attorneys' fees, costs and expenses of collection
thereof, shall be promptly paid to the other party, which
obligation shall survive the Closing.

     8.4  At Closing, certified or official bank checks payable
to the order of the appropriate State, City or County officer in
the amount of any applicable Massachusetts Realty Transfer Tax
and any other applicable excise, transfer and/or recording tax
payable by reason of the delivery or recording of the deed shall
be delivered by the party required by law or by this Agreement to
pay such excise, transfer and/or recording tax, together with any
required tax returns or affidavits duly executed and sworn to,
and such party shall cause any such checks and returns to be
delivered to the appropriate officer promptly after Closing. The
obligation to pay any additional tax or deficiency and any
interest or penalties thereon shall survive Closing.   At
Seller's option, Purchaser shall pay on Seller's behalf any such
tax imposed in the first instance on Seller and receive a credit
against the Purchase Price.

          8.4.1     If at the Closing Date, there may be any
other liens or encumbrances which Seller is obligated to pay and
discharge, including any outstanding mortgages, Seller may use
any portion of the balance of the Purchase Price to satisfy the
same, provided Seller shall simultaneously either deliver to
Purchaser title instruments in recordable form and sufficient to
satisfy such liens and encumbrances of record together with the
cost of recording or filing said instruments, or deposit with the
Title Company sufficient monies, acceptable to and required by it
to insure obtaining and the recording of such satisfactions and
the issuance of title insurance to Purchaser either free of any
such liens and encumbrances, or with insurance against
enforcement of same out of the Premises.  If requested at least
one (1) day prior to Closing, Purchaser agrees to provide at
Closing separate certified or cashier's checks or wire transfers
of Federal Funds for same day value as requested, aggregating not
more than the amount of the balance of the Purchase Price to
facilitate the satisfaction of any such liens or encumbrances. 
The existence of any such taxes or other liens and encumbrances
shall not be deemed objections to title if Seller shall comply
with the foregoing requirements.

     8.5  If, at Closing the Premises or any part thereof are
subject to any assessment or assessments for municipal
improvements (each, an "Assessment") which are or may become
payable in annual installments, the first installment of which is
than a charge or lien or has been paid, any installment payable
for the year in which the Closing takes place shall be adjusted
at the Closing, and Purchaser shall assume the obligation to pay
the unpaid installments of such Assessment which are to become
due and payable after Closing.


     9.   Closing.

     9.1  The Closing shall take place at 10:00 a.m. on December
28, 1995 (the "Closing Date"), or on such other date set by
agreement between the parties.  The Closing shall be held at the
offices of purchaser's attorneys, Peabody & Brown, 101 Federal
Street, Boston, Massachusetts.  Any agreement setting or
adjourning the date set for the Closing may be made in a writing
signed by the parties' attorneys.

     9.2  The deed shall be a good and sufficient quitclaim deed
in proper form for recording and shall be duly executed and
acknowledged so as to convey to Purchaser good, clear, record and
marketable title to the Premises, free of all encumbrances except
the Permitted Encumbrances.  Seller will deliver to Purchaser the
following additional documents at Closing:

          9.2.1     Any required transfer tax returns,
certificates and affidavits required by governmental authorities
in connection with this transaction, executed by Seller.

          9.2.2     A resolution of Seller's Board of Directors
authorizing the sale and delivery of the deed and a certificate
by its Secretary or Assistant Secretary certifying such
resolution.

          9.2.3     An affidavit of title verified by one of
Seller's officers certifying to any facts reasonably required by
the Title Company in order to certify title as required
hereunder.

          9.2.4     A non-foreign person affidavit in accordance
with the Foreign Investment in Real Property Tax Act of 1980 as
amended by the Tax Reform Act of 1984.

          9.2.5     Certificates or telegrams from the Secretary
of State of Massachusetts stating that Seller is in good
standing, dated after the date of this Agreement.

          9.2.6     An assignment of the Leases and any security
deposits held thereunder, effective the Closing Date, together
with delivery of any original guaranty of a Lease then held by
Seller.

          9.2.7     An assignment of any and all service
agreements and equipment guarantees and warranties, if any,
relating solely to the property sold to Purchaser hereunder,
which assignment shall state that it is without representation,
warranty or recourse.

          9.2.8     An estoppel certificate or pay-off letter
from the holder of any mortgage against the Premises, which shall
state the amount required to either pay such mortgage in full or
to obtain a release of the lien thereof on the premises, or an
executed satisfaction of mortgage in statutory form for recording
from the holder of any such mortgage.

          9.2.9     A bill of sale for any personal property
located in the Premises, which bill of sale shall state that the
personal property is sold "as is", and that such sale is without
representation, warranty or recourse.

          9.2.10    Estoppel letters, in the form annexed as
Exhibit C, from each tenant under a Lease, dated no earlier than
forty-five (45) days prior to Closing, provided that if any
estoppel letter shall not be obtained from any such tenant after
diligent effort by Seller, Seller may deliver in its place a
certificate by Seller setting forth the same matters and stating
that Seller has no reason to believe that an estoppel letter, if
given, would have disclosed any material defaults.

          9.2.11    A letter by Seller to the tenants under the
Leases informing them of the conveyance and the address
designated by Purchaser for the payment of future rents and
delivery of future communications under the Lease.

          9.2.12    Copies of al current real estate tax and
utility bills, or if unpaid, then the original bills.

     9.3  At Closing, Purchaser will deliver the following to
Seller:

          9.3.1     Checks or the appropriate wire transfers in
payment of the Purchase Price, as provided in this Agreement.

          9.3.2     Any required transfer tax returns,
certificates and affidavits required by governmental authorities
in connection with this transaction executed by Purchaser.

          9.3.3     An acceptance of assignment and assumption of
the Leases, and receipt for security deposits thereunder,
effective from and after the Closing  Date.

          9.3.4     The agreement of Broker to release Seller
from any obligation for any brokerage fees or other compensation
due in connection with this transaction.

     9.4  The parties shall also execute such documents and make
such payments as are required pursuant to this Agreement at the
Closing Date, and shall perform or cause to be performed such
other acts as shall be required to effectuate the Closing, all
subject to and in accordance with the terms and provisions of
this Agreement.

     10.  Objections to Title; Default.

     10.1 Upon receipt of an executed counterpart of this
Agreement, Purchaser will promptly order a title commitment from
a Title Company and promptly after such commitment is received
shall deliver a copy to Seller's attorney.  If there shall  be
any objection to title,  Purchaser shall, not later than thirty
(30) days prior to Closing, provide Seller with a Notice (as
hereinafter defined) identifying such objection and specifying
the nature thereof ("Initial Notice").  Thereafter, Purchaser may
give Seller written Notice of objections to title arising after
the date of the Initial Notice, but shall have waived objection
to matters disclosed by the Title Company prior to such date.  If
no Notice of objections is timely given by Purchaser, Purchaser
shall accept title subject to any objections which may then
affect the Premises.  Seller shall be entitled to an adjournment
or adjournments of Closing for up to ninety (90) days to remove
any objection to title.

     10.2 If Seller shall be unable to convey title to the
Premises in accordance with the provisions of this Agreement, or
if Purchaser has other valid grounds for refusing to close,
whether by reason of liens, encumbrances or other objections to
title or otherwise, other than those subject to which Purchaser
is obligated to accept title hereunder, or if any of Seller's
representations or warranties shall not be true, or if Seller is
otherwise unable to comply with this Agreement for any reason
other than Seller's willful default (such matters, collectively
"Title Defects"), the sole remedy of Purchaser shall be to
terminate this Agreement and the sole liability of Seller shall
be to return or cause Escrow Agent to return the Downpayment to
Purchaser.  Upon such refund and reimbursement, this Agreement
shall be null and void and the parties shall be relieved of all
further obligations and liability other than any liability
arising under Article 11.  Seller shall not be required to bring
any action or proceeding or incur any expense to cure any Title
Defect or to enable Seller otherwise to comply with the
provisions of this Agreement, except that Seller shall discharge
any mortgage, monetary judgment or other lien in a liquidated
amount encumbering the premises.

     10.3 Seller shall give and Purchaser shall accept such title
as the Title Company or another reputable title insurance company
licensed in the State of Massachusetts will be willing to insure
in accordance with the standard form of fee title insurance
policy approved by the regulatory authorities of the State of
Massachusetts, subject only to the Permitted Encumbrances.

     10.4 Any unpaid water charges, sewer rents or other similar
charges, together with any interests and penalties thereon, and
any other liens or encumbrances that relate to the Premises and
which Seller is obligated to pay and discharge or which are
against corporations, estates or other persons in the chain of
title, together with the cost of recording or filing any
instruments necessary to discharge such liens or encumbrances of
record, may be paid out of the funds to be delivered by Purchaser
at Closing in payment of the Purchase Price.  Upon request of
Seller, Purchaser shall provide at Closing separate checks for
the foregoing payable to the order of such persons as Seller
shall designate.

     10.5 Purchaser shall take title subject to all notes or
notices of violations of law or municipal ordinances, orders or
requirements noted or issued by any governmental department
having authority as to lands, housing, buildings, fire, streets,
health, environmental and labor conditions affecting the
Premises.  Seller shall furnish Purchaser with any authorizations
necessary to make the searches that could easily disclose these
matters.

     10.6 Any transfer, franchise, license or other similar taxes
or liens on the Premises shall not be deemed an objection to
title if the Title Company issues or binds itself to issue its
fee owner's policy insuring Purchaser against collection of such
taxes or lien out of the Premises.

     10.7 Notwithstanding any other provision of this Agreement,
Purchaser shall have the option to waive Purchaser's objections
to all Title Defects and accept the Premises in its then present
condition with such title and performance as Seller can deliver
and to pay therefor the Purchase Price, without reduction or
abatement, provided that, if the Premises have been damaged by
fire or other casualty, Seller shall deliver and assign to
Purchaser any and all recovery and right of recovery under
existing policies of insurance covering such casualty.

     10.8 Seller and Purchaser agree that if the Closing shall
not occur as and when provided hereby due to the failure by
Purchaser to perform, satisfy or comply with any of the
obligations, provisions, terms, agreements or conditions of this
Agreement to be performed, satisfied or complied with by
Purchaser, Seller as its sole and exclusive remedy shall be
entitled to receive and retain the Downpayment and all other
amounts, if any, paid by Purchaser on account of the Purchase
Price or otherwise, including the interest accrued thereon, as
and for liquidated damages, which liquidated damages the parties
presently contemplate as being fair and reasonable under the
circumstances described in this Section.  As a special inducement
for the execution hereof by Seller, Purchaser covenants that it
shall not contest the amount of such liquidated damages or seek
the return of any such payments to or for the account of
Purchaser, or seek to prevent or delay payment to Seller of any
such payments.  Upon receipt of such liquidated damages by
Seller, neither party shall have any further rights hereunder or
otherwise against the other, except as set forth in Article 11.

     11.  Broker.  Seller and Purchaser each represent and
warrant that neither has dealt with any broker in connection with
the transaction contemplated by this Agreement other than
Whittier Partners ("Broker").  Purchaser agrees to pay Broker any
commission or other compensation due Broker in connection with
this transaction pursuant to Purchaser's separate agreement with
Broker.  Each party shall indemnify and hold harmless the other
from and against any costs, claims or expenses, including,
without limitation, attorneys' fees arising out of the breach by
such party of its representation, warranty and agreement
contained in this Article.  The provisions of this Article shall
survive Closing and any termination of this Agreement.

     12.  Integrated Contract.  It is understood and agreed that
all prior understandings and agreements between Seller and
Purchaser are merged in this Agreement, which alone fully and
completely expresses their agreement, and that the same is
entered into after full investigation, neither party relying upon
any statement, representation or covenant not embodied in this
Agreement.

     13.  No Memorandum of Contract of Sale.  The parties shall
not record this Agreement or any memorandum of this Agreement in
the Land Records.

     14.  Notices.  Any notice, election, report, demand,
direction or other communication (each, a "notice") authorized or
required to be given or furnished shall be deemed given or
furnished (i) when addressed to the party intended to receive the
same, at the address of such party as set forth below, and
delivered at such address or (ii) three (3) days after the same
is deposited in the United States mail as first class certified
mail, return receipt requested, postage paid or (iii) when
delivered by overnight nationwide commercial courier service, one
(1) business day after the date of delivery of such notice to the
courier service or (iv) when transmitted by telecopy to the
telecopier number set forth below, to the party intended to
receive same, provided that such transmission is confirmed by
duplicate notice in such other manner as permitted above, upon
receipt at such telecopier number:

     (a)  if to Seller:

          580 Winter Street Corp.
          c/o Svenska Handelsbanken
          599 Lexington Avenue
          New York, NY  10022
          Attention:  Harry Roberts
          Telecopy No.: (212) 326-5100
          Telephone No.: (212) 326-2725

     with a copy to:

          Sullivan & Worcester
          767 Third Avenue
          New York, NY  10017
          Attention:  Charles Dubroff and Steve M. Bederman
          Telecopy No.: (212) 758-2151
          Telephone No.: (212) 486-8200

     (b)  if to Purchaser:

          BGS Systems, Inc.
          128 Technology Center
          Waltham, Massachusetts 02254-9111
          Attention:  C. Russel Hansen, Jr.
          Telecopy No.: (617) 890-0000
          Telephone No.: (617) 891-0000

     with a copy to:

          Peabody & Brown
          101 Federal Street
          Boston, Massachusetts 02110
          Attention:  William A. Kuncik
          Telecopy No.: (617) 345-1000
          Telephone No.: (617) 345-1300

Any party may change the address to which any such notice,
report, demand or other instrument is to be delivered or mailed,
by furnishing written notice of such change to the other parties,
but no such notice of change shall be effective unless and until
received by such other parties.  Rejection or refusal to accept
or inability to deliver because of changed address, or because no
notice of changed address was given, shall be deemed to be
receipt of any such notice.


     15.  Miscellaneous.

     15.1 This Agreement may be modified only by an agreement in
writing signed by Seller and Purchaser, and no provision or
condition herein may be waived other than by a writing signed by
the party waiving such provision or condition.

     15.2 This Agreement shall be binding upon and inure to the
benefit of the heirs, executors, administrators, successors and
assigns of Seller and Purchaser.

     15.3 Article and Section headings in this Agreement are for
the sole purpose of convenient reference and in no way define,
limit or prescribe the scope or intent of this Agreement or any
part thereof, and such headings shall not be considered in
interpreting or construing this Agreement.

     15.4 Neither party may assign this Agreement or its rights
hereunder without the other party's consent in writing. 
Purchaser shall be entitled to assign this Agreement to a wholly
owned special purpose subsidiary of Purchaser on the Closing Date
and direct that the deed and other conveyance documents be
conveyed to such subsidiary, provided, that Purchaser shall give
no less than ten (10) business days' prior written notice to
Seller specifying the name, address and situs of incorporation of
such subsidiary receiving the deed and shall provide to Seller at
Closing an original counterpart of the assignment  between
Purchaser and the subsidiary.

     15.5 This Agreement, together with the exhibits hereto,
constitutes the entire agreement of the parties regarding the
subject matter of this Agreement and all prior or contemporaneous
agreements, understandings, representations and statements, oral
or written, are hereby merged herein.

     15.6 This Agreement (but not any informational Exhibits
hereto) shall not be construed more strictly against one party
than against the other, merely by virtue of the fact that it may
have been prepared by counsel for one of the parties, it being
recognized both Purchaser and Seller have contributed
substantially and materially to the preparation of this
Agreement.

     15.7 This Agreement and the documents contemplated hereunder
shall be governed by, and construed in accordance with the laws
of the State of Massachusetts.

     15.8 This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall
be deemed an original, but such counterparts together shall
constitute but one and the same instrument.

     16.  Escrow Provisions.

     16.1 Escrow Agent shall hold the Downpayment for Seller's
account in escrow in its master escrow account at The Bank of New
York, 360 Park Avenue, New York, New York, until Closing or
sooner termination of this Agreement and shall pay over or apply
the Downpayment in accordance with the terms of this Article. 
Escrow Agent shall hold the Downpayment in an interest-bearing
account for the benefit of the parties.  Any interest received
shall be paid (a) to Purchaser, if the Closing shall take place
pursuant to this Agreement, or (b) in any other instance to the
party entitled to the Downpayment.  The party receiving the
interest shall pay any income taxes thereon.  The Social Security
or Federal Tax Identification numbers of the parties shall be
furnished to Escrow Agent upon request.  At Closing, the
Downpayment shall be paid by Escrow Agent to Seller.  If for any
reason Closing does not occur and either party gives Notice to
Escrow Agent demanding payment of the Downpayment, Escrow Agent
shall give prompt Notice to the other party of such demand.  If
Escrow Agent does not receive Notice of objection from such other
party to the proposed payment within 5 days after the giving of
such Notice, Escrow Agent is hereby authorized and directed to
make such payment.  If Escrow Agent does receive such Notice of
objection within such 5 day period or if for any other reason,
Escrow Agent in good faith shall elect not to make such payment,
Escrow Agent shall continue to hold such amount until otherwise
directed by Notice from the parties to this Agreement or a final,
nonappealable judgment, order or decree of a court.  However,
Escrow Agent shall have the right at any time to deposit the
Downpayment and the interest thereon with the clerk of a court in
the County in which the Premises are located and shall give
Notice of such deposit to Seller and Purchaser.  Upon such
deposit or other disbursement in accordance with the terms of
this Article, Escrow Agent shall be relieved and discharged of
all further obligations and responsibilities hereunder.

     16.2 The parties acknowledge that, although Escrow Agent is
holding the Downpayment for Seller's account, for all other
purposes Escrow Agent is acting solely as a stakeholder at their
request and for their convenience and that Escrow Agent shall not
be liable to either party for any act or omission on its part
unless taken or suffered in bad faith or in willful disregard of
this Agreement.  Seller and Purchaser jointly and severally agree
to defend, indemnify and hold Escrow Agent harmless from and
against all costs, claims and expenses (including reasonable
attorneys' fees) incurred in connection with the performance of
Escrow Agent's duties hereunder, except with respect to actions
or omissions taken or suffered by Escrow Agent in bad faith or in
willful disregard of this Agreement.

     16.3 Escrow Agent may act or refrain from acting in respect
of any matter referred to herein in full reliance upon and with
the advice of counsel which may be selected by it (including any
member of its firm) and shall be fully protected in so acting or
refraining from action upon the advice of such counsel.

     16.4 Escrow Agent acknowledges receipt of the Downpayment by
check subject to collection and Escrow Agent's agreement to the
provisions of this Article by signing in the place indicated on
this signature page of this Agreement.

     16.5 Escrow Agent or any member of its firm shall be
permitted to act as counsel for Seller in any dispute as to the
disbursement of the Downpayment or any other dispute between the
parties whether or not Escrow Agent is in possession of the
Downpayment and continues to act as Escrow Agent.

     IN WITNESS WHEREOF, this Agreement has been duly executed by
Seller and Purchaser as of the day and year first above written.

                              580 WINTER STREET CORP., Seller


                              By: /s/ CHARLES DUBROFF
                              -----------------------------------
                              Name:  Charles Dubroff
                              Office:  Director
                              Tax ID No.  04-3197748

                              BGS SYSTEMS, INC., Purchaser
                              By:  /s/ JAMES S. MCGUIRE
                              -----------------------------------
- -------                                 James S. McGuire
                              Chief Operating Officer
                              Tax ID No.  04-2559993

Receipt on November 1, 1995, of the $505,000.00 Downpayment (if
by check, subject to collection) is acknowledged and the
undersigned agrees to act in accordance with the provisions of
Article 16:

SULLIVAN & WORCESTER, A REGISTERED
LIMITED LIABILITY PARTNERSHIP

By:  /s/ CHARLES DUBROFF
- ----------------------------------------------------------
a member
                                                       
EXHIBIT A
       
The Land
       
           
The land referred to in this Agreement is the land at Winter
Street, West Street and First Avenue, Waltham, Middlesex County,
Massachusetts, more particularly bounded and described as
follows:

Westerly  by West Street by four lines measuring
respectively 40.25 feet, 59.78 feet, 131.95 feet and 82.81 feet;

Northerly by land formerly of Griggs shown as Lot 10A on a
Plan dated July 23, 1960 by Raymond C. Pressey, Inc.,
Registered Land Surveyors, recorded with said Deeds, Book 9735 End, 207.12
feet;

Westerly  again, by the same land, 403.81 feet;

Northerly again, by the new line of Winter Street, 245.5
feet;

Northeasterly  by a curved line forming the Southwesterly
Junction of Winter Street and           First Avenue,  80.95
feet;

Easterly  by the Westerly line of First Avenue, 385.74 feet;

Southerly by land now or late of Crucible Center Company,
295 feet

Easterly  again, by the same land, 255.27 feet; and

Southerly again, by Lot 6 as shown on a Plan dated February
1958 duly recorded in         Book 9111, Page 385, 200 feet.
     



                             EXHIBIT B
                                  
                         Service Contracts
                                  
                                  
EXHIBIT C
Form of Tenant Estoppel

     The undersigned, having the power and authority to do
so, certifies as follows to all persons to whom this
statement may be presented:

     1.   The undersigned,                              (the
"Tenant") is the tenant under a lease, dated          199 ,
between                           , as landlord, and Tenant,
as tenant (including any amendments listed below, the
"Lease"), for premises consisting of [all] [a portion] of
the       floor (the "Premises") in the building located at
580 Winter Street, Waltham, Massachusetts.

     2.   As of the date of this certificate, the Lease is
in full force and effect and, except as specifically set
forth below, has not been amended, modified, or extended in
any manner whatsoever:  [List amendments, if any, and their
dates below]

     3.   Attached hereto as Exhibit A is a true and
complete copy of the Lease.

     4.   The current fixed minimum rental under the lease
is $       per month and has been paid to and including the
month of              , 1995.  Tenant has not prepaid any
sums payable to the landlord under the Lease beyond the
current month.

     5.   Tenant is not in default of any of its obligations
under the Lease and, to the best knowledge of Tenant,
landlord is not in default under any of its obligations
under the Lease.

     6.   Tenant (i) has no present right of offset or
defense against any rent, additional rent, or other sums
which are due or to become due from Tenant under the Lease,
(ii) has no actions, claims, proceedings or suits pending or
threatened against the landlord or relating to the Premises
(iii) is not entitled to any rent concessions or abatements.

     7.   There is currently on deposit under the Lease a
security deposit of $        .

                              Very truly yours,

                              [Tenant]:


                              By: 

EX-10.2

LEASE
Between
580 WINTER STREET LIMITED PARTNERSHIP,
as LESSOR
and
HARTE-HANKS COMMUNICATIONS, INC.
d/b/a HARTE-HANKS COMMUNITY NEWSPAPERS, MASSACHUSETTS,
as LESSEE
DATED AS OF MARCH 20, 1990

This Lease, dated as of March 20, 1990 (this "Lease"), is by and between 
580 WINTER STREET LIMITED PARTNERSHIP, a Massachusetts limited partnership 
("LESSOR"), and HARTE-HANKS COMMUNICATIONS,
INC., a Delaware corporation d/b/a HARTE-HANKS COMMUNITY NEWSPAPERS, 
MASSACHUSETTS ("LESSEE").  In consideration of the rent to be paid and the 
covenants to be performed by LESSEE, LESSOR hereby leases to LESSEE, and
LESSEE 
hereby leases from LESSOR, the Leased Premises (as hereinafter defined), upon 
the terms and conditions hereinafter set forth,

1.      LEASED PREMISES, (a) The leased premises, which are shown on the 
plan annexed hereto as Exhibit A (the "Leased Premises"), are a portion of the 
building owned by LESSOR and located at 580 Winter Street, Waltham, Middlesex 
County, Massachusetts (the "Building").  The Building, together with the land 
owned by LESSOR in connection with the Building, is hereinafter referred to as 
the "Property," The Building contains approximately seventy-eight thousand six 
hundred eighty (78,680) square feet of rentable floor area (the "Building 
Rentable Floor Area"), and the Leased Premises comprise approximately twenty-
four thousand four hundred seventy-five (24,475) square feet on the first
floor 
of the Building ("Lessee's Rentable Floor Area"), For purposes of this Lease, 
the term "Lessee's Proportionate Share" shall mean that percentage calculated
by 
dividing Lessee's Rentable Floor Area, as it may be changed by amendment to
this 
Lease, by the Building Rentable Floor Area, Lessee's Proportionate Share as of 
the date of this Lease is thirty-one percent (31%), It shall be LESSOR's sole 
responsibility to ensure that the portion of the Leased Premises occupied by 
Thermo Electron Company as of the date of this Lease is vacated in a timely 
manner so as not to delay the Term Commencement Date (as defined in Section
4(a) 
below).

(b)     LESSEE shall have, as appurtenant to the Leased Premises, rights to 
use in common with others entitled thereto, (i) those common facilities in the 
Building, including common lobbies and walkways, and (ii) to the extent 
described in Section l(c) below, the public parking facilities provided for
the 
Building, LESSEE's use of the Leased Premises and the aforementioned
appurtenant 
areas shall be subject to rules and regulations which have general
applicability 
to tenants of the Building and of which Tenant is given notice (collectively, 
the "Rules and Regulations").  The initial Rules and Regulations are annexed
as 
Exhibit B to this Lease,

(c)     LESSOR warrants that it will provide paved vehicular parking for the 
Building, lighted from dusk until dawn, in the areas shown on Exhibit A
hereto, 
LESSEE shall have the exclusive use of twenty (20) parking spaces in the front 
of the Building, as shown on said Exhibit A. and such spaces will be
designated 
by signage or

marking as being for LESSEE's sole use.  LESSEE shall also have the non-
exclusive use of seventy (70) additional parking spaces in the parking area 
located near the rear of the Building, which use shall be in common with other 
tenants of the Buiding.  However, such 70 parking spaces at the rear of the 
Building shall include any spaces occupied by the trash dumpster described in 
Section 3(c) hereof and any additional spaces utilized in connection with such 
dumpster,

2.      INITIAL CONSTRUCTION. (a) LESSOR shall use its best efforts to 
complete, at its expense and prior to the Term Commencement Date (as defined
in 
Section 4 below), the following work (collectively, the "Initial
Improvements"): 
(i) the improvements, modifications and other work to the Leased Premises and 
the Property described on the plan annexed hereto as Exhibit C (the "Plan")
and 
(ii) the itemized list of above-standard buildout requirements described in 
Exhibit D annexed hereto (the "Buildout List").  LESSOR agrees to complete the 
Initial Improvements at its cost and expense, in a neat and workmanlike
manner, 
and in compliance with the Plan and the Buildout List, LESSOR further
covenants 
that all such work shall be carried out in accordance with the requirements, 
orders, and limitations of all local, state or federal departments or bureaus 
having jurisdiction over the Property, and upon completion the Leased Premises 
may be used by LESSEE for the purposes set forth in Section 3(a) below, All 
permits and licenses and the necessary insurance required in connection with
the 
Initial Improvements are to be obtained and paid for by LESSOR.

(b)     LESSOR shall complete, at its expense and prior to the Term 
Commencement Date, the production and installation of the signage as shown on 
Exhibit E annexed hereto, with the freestanding sign to be located as shown on 
Exhibit A hereto.  The cost of producing and installing such signage shall be 
paid by LESSOR, but LESSEE shall reimburse LESSOR the amount of Five Thousand 
Dollars ($5,000) as an additional payment on the Term Commencement Date,

3.      USE OF LEASED PREMISES, (a) LESSEE shall use the Leased Premises 
only for the purpose of manufacturing, sales and distribution of newspapers 
and/or advertising publications and the like, but LESSEE shall not use the 
Leased Premises for the printing of any newspapers and/or advertising 
publications or the like, LESSEE shall not permit any use of the Leased
Premises 
which will adversely affect or make voidable or increase the cost of any 
insurance on the property of which the Leased Premises are a part, or any 
insurance on the contents of said property, or which may be contrary to any
law 
or regulation from time to time established by appropriate authorities or 
casualty insurance underwriters (any such use being referred to as an "Adverse 
Use"), LESSEE shall on demand reimburse LESSOR and all other tenants of the 
Building for any extra insurance premiums caused by any Adverse Use.  LESSEE 
shall not vacate the Leased Premises or permit them to be unoccupied other

than during LESSEE's customary non-business days or hours, LESSEE shall 
not be deemed to be in default or to have vacated the Leased Premises prior to 
the end of the Term of this Lease notwithstanding that LESSEE has moved its 
facilities from the Leased Premises, if LESSEE continues to pay rent and
perform 
its other obligations under this Lease,

(b)     No trade, occupation, or activity shall be conducted in the Leased 
Premises or use made thereof which will be unlawful, improper, noisy or 
offensive, or contrary to any status, regulation, or ordinance in force in the 
city or town in which the Property is situated, No pet or other animal may be 
kept in the Leased Premises.  LESSEE shall keep all LESSEE's employees working 
in the Leased Premises covered with Worker's Compensation Insurance, LESSEE 
agrees to use reasonable care in preventing damage to heating, ventilation and 
air conditioning equipment from harmful solvents, degreasers, chemicals, and
the 
like, which may be used within the Leased Premises.  No hazardous materials, 
hazardous wastes and chemical wastes, as such terms are defined under local, 
state and federal laws and regulations, shall be stored, treated or disposed
of, 
or allowed to remain within the Leased Premises at any time except for those 
chemicals and other materials which are actually used by LESSEE in the 
production of photographic materials used in LESSEE's business operations.  
LESSEE shall bear the sole responsibility for storing, handling and disposing
of 
such chemicals in accordance with local, state and federal regulations, 
including the procurement of any necessary permit or approval.  LESSEE shall
be 
solely responsible for any and all liabilities and damages associated with 
LESSEE's failure to comply with the provisions of this Section 3(b).

(c)     Without express written approval from LESSOR, no goods, equipment, 
or things of any type or description shall be held or stored outside the
Leased 
Premises at any time except for (i) personal motor vehicles used by LESSEE or 
its employees or visitors (none of which shall be stored or kept outside the 
Leased Premises for more than one night), (ii) not more than two (2) pieces of 
equipment necessary for the handling of palletized materials (which shall be 
stored or kept when not in use in one or more locations behind the Building as 
may be specified by LESSOR) and (iii) a dumpster or a combination 
compactor/dumpster with a capacity of not more than thirty (30) cubic yards to 
service LESSEE's trash disposal needs, which dumpster (x) shall be placed near 
the rear of the Building in such location as shall be reasonably specified by 
LESSOR, (y) shall, if required by LESSOR, be covered and/or placed within an 
enclosure approved by LESSOR to provide visual shielding of such dumpster 
(provided, however, that any such requirement for an enclosure shall be 
reasonably consistent with similar requirements imposed upon other tenants of 
the Building), and (z) shall be emptied and maintained so as to comply with 
LESSEE's other

obligations under this Lease.  All costs associated with the dumpster, 
including the cost of constructing and maintaining any enclosure and the cost
of 
trash removal, shall be LESSEE's sole responsbility.  Except as expressly 
permitted by this Section 3(c), any such goods, equipment or things left or 
stored outside the Leased Premises without LESSOR's prior written consent
shall 
be deemed abandoned and may be removed by LESSOR if not removed as soon as 
possible by LESSEE after notice by LESSOR.  LESSEE agrees to pay all
reasonable 
charges associated with said removal and any resulting storage or disposal,

(d)     No curtains, blinds, shades, or screens, other than those furnished 
by LESSOR, shall be attached to, hung in or on, or used in connection with any 
exterior window, exterior door or exterior wall of the Leased Premises, if
same 
shall be visible from the outside of the Building, without the prior written 
consent of LESSOR, which consent shall not be unreasonably withheld.  No sign
or 
display of any kind shall be attached to, hung in or on, or used in connection 
with any exterior window of the Leased Premises, and all window areas shall be 
kept clear of any materials visible from the outside of the Building, 
Notwithstanding the foregoing, LESSEE shall have the right to locate desks and 
other furniture adjacent to such window areas even if such furniture is
visible 
from the outside the Building.  However, LESSEE shall keep all window areas in
a 
neat and orderly fashion and shall not locate designated storage areas
adjacent 
to the window areas of any exterior walls.  LESSEE shall not be obligated to 
obtain the approval of LESSOR for interior signs, except for those which may
be 
located in common areas, and LESSEE shall not be obligated to obtain the 
approval of LESSOR for drapes, curtains or the like if not visible from the 
outside of the Building, Other than the signage described in Section 2(b) and 
Exhibit E hereto, interior and exterior signs on doors or any exterior wall of 
the Building, or any exterior freestanding sign, shall be painted, fabricated 
and/or installed or affixed for LESSEE by LESSOR or at LESSOR's direction, at 
the sole expense of LESSEE, and shall be of a size, color and style acceptable 
to LESSOR in its sole judgment and discretion.

(e)     LESSOR warrants and covenants that the Leased Premises may be used 
for the purposes set forth in Section 3(a) above throughout the Term of this 
Lease and any extension thereof.

(f)     LESSOR warrants and covenants that it will not lease, or consent to 
the assignment or subletting, or otherwise permit any other portion of the 
Property to be used by any person or other entity whose business would be the 
same as, or substantially similar to, any use permitted to be made by LESSEE 
pursuant to Section 3(a) above,

4. TERM. (a) Base Term, The base term of this Lease (the "Base
Term") shall commence at 12:01 A.M. on July 5, 1990 (the 'Term
Commencement Date,) provided that (i) by March 16, 1990, LESSEE has

supplied its specifications for the Leased Premises to LESSOR and has 
mutually agreed with LESSOR upon the Initial Improvements and (ii) by March
20, 
1990 LESSEE has executed and delivered this Lease; and the Base Term shall 
expire at midnight on August 31, 1995 unless sooner terminated pursuant to the 
terms of this Lease.  If the conditions set forth in the preceding sentence
have 
not been satisfied as of March 16, 1990 and March 20, 1990, respectively, the 
Term Commencement Date shall be postponed day by day until such conditions
have 
been satisfied.

(b)     Delay of Term Commencement Date, For purposes of this Lease, the 
term "Ready For Occupancy" shall mean that point in time at which (i) the 
Initial Improvements have been completed except for minor work such as would
be 
reasonably expected to be noted on a routine punch list, (ii) the Leased 
Premises are available for LESSEE's occupancy and (iii) if a Certificate of 
Occupancy from the City of Waltham is required for the Leased Premises, the 
Initial Improvements and the Leased Premises have satisfactorily passed those 
inspections required for the issuance of such Certificate of occupancy (with
the 
actual Certificate of Occupancy to be obtained as soon thereafter as possible 
with diligent efforts), At least fifteen (15) days before the Term
Commencement 
Date, LESSOR shall notify LESSEE whether the Leased Premises are expected to
be 
Ready for Occupancy on the Term Commencement Date (the "Readiness Notice"). 
If 
LESSOR states in such notice that the Leased Premises are not expected to be 
Ready for Occupancy on the Term Commencement Date, the Term Commencement Date 
shall be postponed until the later of the date specified by LESSOR in such 
notice or that date which is fifteen (15) days after LESSOR shall have given a 
new notice to LESSEE that the Leased Premises are Ready for Occupancy, If
LESSOR 
is not able to deliver possession of the Leased Premises Ready For Occupancy
on 
the Term Commencement Date, and LESSOR has failed to so notify LESSEE at least 
fifteen (15) days prior thereto as set forth above, LESSEE shall not be 
obligated to take possession on the Term Commencement Date but shall have the 
option to postpone the Term Commencement Date for a period not to exceed
fifteen 
(15) days from the date that LESSEE is notified that the Leased Premises are 
Ready For Occupancy, If the Leased Premises are not Ready for Occupancy by 
August 5, 1990, LESSEE shall have the option, exerciseable by notice given to 
LESSOR by August 10, 1990, to terminate this Lease.

(c)     Extension Terms, Subject to the provisions set forth below in this 
Section 4(b), LESSEE shall have the right and option to extend the term of
this 
Lease beyond the Base Term for two additional and separate terms of three (3) 
years each (the "Extension Terms") unless and until this Lease shall be sooner 
terminated pursuant to its terms.  The first Extension Term shall commence on 
the date immediately succeeding the expiration date of the Base Term and shall 
end at midnight on the day immediately preceding the third anniversary of such 
commencement date (the "First Extension Term"), The second Extension Term
shall 
commence

on the date immediately succeeding the expiration date of the First 
Extension Term and shall end at midnight on the day immediately preceding the 
third anniversary of such commencement date (the "Second Extension Term"),

(d)     Exercise of Option for Extension Terms, At least fifteen
(15)    months before the end of the term then in effect, LESSEE shall give 
notice to LESSOR whether LESSEE intends to exercise its option for the First 
Extension Term or the Second Extension Term, as the case may be, If LESSEE
gives 
notice of its intent to exercise such option (the "Extension Notice'), LESSOR 
shall designate the Base Rent for the First Extension Term or Second Extension 
Term, as the case may be, and the estimated Additional Rent for the first year 
thereof, by notice given to LESSEE (including information to support such 
designation of Base Rent) at least fourteen (14) months before the end of the 
term then in effect, Such Base Rent shall be determined as set forth in
Section 5(b) below, and Additional Rent shall be estimated by calculating, to
the extent 
practicable, the Additional Rent that would have been payable during the
annual 
period preceding the Extension Notice if the provisions of Section 6(c) below 
had been applicable to such period.  Within one (1) month after receipt of
such 
notice, LESSEE shall give notice to LESSOR (the "Reply Notice") whether LESSEE 
accepts such Base Rent, but if LESSEE does not accept it, LESSEE shall include 
with the Reply Notice the data and information supporting LESSEE's
determination 
of such Base Rent, If LESSOR and LESSEE are not able thereafter to agree on
such 
Base Rent, LESSEE shall have the option, exerciseable by notice to LESSOR at 
least one (1) year before the end of the term then in effect, (i) to withdraw 
and cancel the Extension Notice (in which event LESSEE shall have no option to 
extend the Term of this Lease) or (ii) have such Base Rent determined by 
arbitration as set forth in Exhibit F annexed hereto (in which event this
Lease 
shall be extended for the First Extension Term or the Second Extension Term,
as 
the case may be, and no other instrument of renewal need by executed.

(e)     Other Conditions for Extension Terms.  If LESSEE fails to give the 
Extension Notice to LESSOR as specified in Section 4(d) above, LESSEE shall
have 
no option to extend the Term of this Lease, In addition, if an Event of
Default 
under this Lease shall have occurred and be continuing either at the time of
the 
Extension Notice or at any time thereafter during the Base Term or any
Extension 
Term, LESSOR shall have the option, exercisable by notice to LESSEE, to 
terminate such option, whereupon such option shall be void and of no further 
force or effect, If LESSEE does not exercise its option to extend the Term of 
this Lease for any Extension Term as provided in Section 4(d), or if such
option 
is terminated as provided herein, then LESSOR shall have the right during the 
remainder of the Base Term or first Extension Term, as the case may be, to 
advertise the availability of the Leased Premises for reletting.

5.      BASE RENT. (a) No Base Rent shall be payable for the first month       
of 
the Base Term, Thereafter, (i) for the next fifty-eight (58) months, LESSEE 
shall pay LESSOR, as base rent for the Base Term, the sum of Two Hundred
Eighty-
One Thousand Four Hundred Sixty-Two and 50/100 Dollars ($281,462.50) per year, 
payable in advance in equal monthly installments of Twenty-Three Thousand Four 
Hundred Fifty-Five and 20/100 Dollars ($23,455.20), (ii) for the 60th month,
no 
Base Rent shall be payable, and (iii) for the 61st and 62nd months, the Base 
Rent shall be Twenty-Six Thousand Five Hundred Fourteen and 60/100 Dollars 
($26,514.60), in each case on the first day in each calendar month, The first 
monthly payment of Base Rent shall be prorated for any portion of a month at
the 
commencement of the term.

(b)     LESSEE shall pay LESSOR, as annual base rent for any Extension Term, 
an amount equal to the greater of (i) Thirteen Dollars ($13,00) per square
foot 
of Lessee's Rentable Floor Area, or (ii) the fair market rental value of the 
Leased Premises as determined in accordance with paragraph (a) of Exhibit F 
hereto, The payments of base rent required pursuant to this Section 5 are 
referred to in this Lease as "Base Rent," and all payments of Base Rent and 
Additional Rent (as defined in Section 6 below) shall be made to LESSOR in 
immediately available U.S. dollars at Eight Faneuil Hall Marketplace, Boston, 
Massachusetts 02109, or at such other place as LESSOR shall from time to time 
designate in writing.

6.      ADDITIONAL RENT. (a) LESSEE shall pay LESSOR, as additional
rent,   Lessee's Proportionate Share of the real estate taxes (or other
payments 
imposed by governmental authorities in the nature of or in lieu of real estate 
taxes) or betterments assessments levied against the Property, and LESSEE
shall 
make such payment to LESSOR within twenty (20) days after notice from LESSOR 
that any installment of such taxes or betterments assessment has been paid to 
the appropriate taxing authority.  Any such payment shall be prorated if this 
Lease terminates before the end of the tax period to which such payment
relates.

(b)     LESSEE shall also pay LESSOR, as additional rent, (i) during the 
first three (3) years after the Term Commencement Date, a monthly management
fee 
equal to five percent (5%) of the Base Rent payable for such month by LESSEE, 
(ii) thirty-one percent (31%) of LESSOR's payments under service contracts
with 
independent contractors for services to the Building or the Leased Premises, 
provided that LESSEE's obligations under this clause (ii) shall not exceed One 
Thousand Five Hundred Dollars ($1,500) per year, and (iii) Lessee's 
Proportionate Share of LESSOR's expenses for electricity, gas, water, and
sewer 
use charges not separately chargeable to other tenants of the Building.

(c)     During any Extension Term, LESSEE shall pay LESSOR, as additional 
rent, Lessee's Proportionate Share of Lessor's Operating Expenses for any 
calendar year during such Extension Term, prorated for any portion of a
calendar 
year occurring at the beginning and end of such Extension Term, For purposes
of 
this Lease, the term "Lessor's Operating Expenses" shall mean those expenses
of 
LESSOR not separately chargeable to tenants of the Building and incurred in 
connection with the operation and maintenance of the Property, including: (1) 
electricity, water, gas, sewer and other utility charges not separately 
chargeable to tenants; (2) cost of maintenance and repairs, including 
engineering services, landscaping, grounds maintenance and snow removal; (3) 
payments under the service contracts with independent contractors, including 
security service; (4) payments for management services of not more than five 
percent (5%) of collected base rents from the Property; and (5) the cost of 
maintaining insurance on the Property.

(d)     Any additional rent payments due by LESSEE shall be made within 
twenty (20) days after LESSOR shall have given LESSEE notice thereof, 
accomplished by a reasonable accounting, where applicable, of the
determination 
of such additional rent.

(e)     The payments of additional rent required pursuant to this Section 6 
are referred to in this Lease as "Additional Rent").

7.      NET LEASE: LATE PAYMENT.  This Lease is intended to be a net lease, 
and the payments of Base Rent and Additional Rent by LESSEE shall be made 
without any offset, abatement or deduction whatsoever except as may be
expressly 
provided for under the terms of this Lease, LESSEE shall pay interest at an 
annual rate of eighteen (18) percent, from the date due, for any installment
of 
rent or other payment which is not received by LESSOR within seven (7) days 
after said due date.

8.      OCCUPANCY. (a) If LESSEE takes possession of the Leased Premises 
prior to the Term Commencement Date, LESSEE will perform and observe all of 
LESSEE's covenants from the date upon which LESSEE takes possession.  LESSEE 
shall not remove LESSEE's goods or property from the Leased Premises other
than 
in the ordinary and usual course of business, without having first paid and 
satisfied LESSOR for all rent and other sums which may be due as of the date
of 
any such removal.  If LESSEE continues to occupy or control all or any part of 
the Leased Premises after the agreed termination date of this Lease without
the 
written permission of LESSOR, all other terms of this Lease shall continue to 
apply except that LESSEE shall be liable to LESSOR for any and all loss,
damages 
or expenses incurred by LESSOR caused by such holding over, and rent shall be 
due on a prorated, per diem basis at a rate of one hundred fifty (150) percent 
of the Base Rent and Additional Rent which would otherwise be due under this 
Lease, LESSEE's control or occupancy of

all or any part of the Leased Premises beyond midnight on the last day of 
any monthly rental period shall constitute LESSEE's occupancy.

(b)     For purposes of this Lease, LESSEE will not be deemed to have taken 
possession of the Leased Premises if, prior to the Term Commencement Date, (i) 
LESSEE causes to have telephone wires and/or computer wires or the like 
installed throughout the Leased Premises, or (ii) LESSEE causes telephone 
equipment or computer equipment to be installed in the computer room as shown
on 
Exhibit C hereto.  LESSEE shall have a right of access for such installation 
beginning June 5, 1990.

9.      UTILITIES.  LESSOR shall provide equipment sufficient to heat and 
cool the Leased Premises so that normal warm and cool temperatures are 
maintained throughout the Leased Premises, twenty-four (24) hours a day, seven 
(7) days a week.  LESSEE shall have access to all utilities servicing the 
Building, specifically including but not limited to water, heat and
electricity, 
twenty-four (24) hours a day, seven (7) days a week.  In addition, LESSOR
agrees 
to provide outside lighting (including the parking area) and lighting in the 
common areas serving the Leased Premises so that said areas are lighted from 
dusk until dawn, The Leased Premises shall be separately metered for
electricity 
usage within the Leased Premises, and if permitted by the applicable utility, 
LESSEE shall pay directly to the such utility all charges for electricity and 
gas used in the Leased Premises, If the applicable utility does not permit
such 
direct payment, LESSEE shall pay LESSOR the amount of such charges within ten 
(10) days after delivery to LESSEE of the applicable invoice for such charges 
from such utility, Except in an emergency situation, no plumbing, electrical, 
heating, ventilation or air conditioning work of any type shall be done
without 
LESSOR's approval and the appropriate municipal permit and inspector's
approval, 
Sewer for domestic type sanitary purposes (only) and water shall be supplied
by 
LESSOR, and the cost thereof shall be included in Lessor's Operating Expenses 
(as defined in Section 6(c) hereof.

10.     MAINTENANCE OF PREMISES.  LESSOR will be responsible for all 
structural maintenance of the Leased Premises and for the normal maintenance
of 
all heating and cooling equipment, doors, locks, plumbing, electrical wiring, 
and the parking areas and exterior lighting fixtures but specifically
excluding 
damage caused by the careless, malicious, willful, or negligent acts of LESSEE 
or its agents, employees or visitors, LESSEE agrees to maintain at its expense 
all other aspects of the Leased Premises in the same condition as they are at 
the commencement of the term or as they may be put in during the term of this 
Lease, normal wear and tear and damage by fire or other casualty only
excepted.  
Whenever necessary, LESSEE shall replace light bulbs, plate glass and other 
glass therein, acknowledging that the Leased Premises are in good order and
the 
light bulbs and glass whole as of the Term Commencement

Date, LESSEE shall ensure that the Leased Premises and are kept in a neat 
and clean condition, depositing all waste in appropriate receptacles, and
LESSEE 
shall be responsible, at its expense, for the cleaning of the Leased Premises 
and the removal of all its trash and waste from the Property, LESSEE shall not 
permit the Leased Premises to be overloaded, damaged, stripped or defaced, nor 
suffer any waste, Any increase in air conditioning equipment or electrical 
capacity, or any mechanical maintenance which is necessitated by some specific 
aspect of LESSEE's use of the Leased Premises shall be at LESSEE's expense 
unless included within the Initial Improvements or unless otherwise agreed to
in 
writing by LESSOR, All maintenance provided by LESSOR shall,. to the extent 
practicable, be accomplished during normal business hours.

11.     ALTERATIONS DURING THE TERM: GENERAL STANDARDS. (a) LESSEE shall not 
make structural alterations or structural additions of any kind to the Leased 
Premises, but may make non-structural alterations provided LESSOR consents 
thereto in writing, which consent shall not be unreasonably withheld, delayed
or 
qualified, and the consent of LESSOR will be deemed given unless, within ton 
(10) days after receiving a request for approval, LESSOR responds in writing
to 
the contrary, Notwithstanding the foregoing, LESSEE shall have the right, 
without the consent of LESSOR but only after notice to LESSOR, to make non-
structural alterations provided the alterations do not adversely affect the 
Building's appearance, its structural integrity, the Building systems, or
other 
tenants, and the costs of any such alteration is less than Five Thousand
Dollars 
($5,000,00), All such allowed alterations shall be at LESSEE's expense and
shall 
be in quality at least equal to the general standard within the Building, If 
LESSOR performs any services for LESSEE in connection with such alterations or 
otherwise, LESSOR's reasonable expenses related thereto shall be promptly paid 
after invoicing by LESSOR, LESSEE shall not permit any mechanics' liens or 
similar liens to remain upon the Leased Premises in connection with work of
any 
character performed or claimed to have been performed at the direction of
LESSEE 
and shall cause any such lien to be released or removed forthwith without cost 
to LESSOR.  Any alterations or improvements shall become part of the real
estate 
and the property of LESSOR unless otherwise agreed to in writing by LESSOR at 
the time such alternatives or improvements are made (those alterations or 
improvements agreed to as belonging to LESSEE being referred to as "Lessee's 
Alterations").  Any alterations completed by LESSOR shall be 'building
standard" 
unless noted otherwise, LESSOR shall have the right at any time to change the 
arrangement of parking areas, stairs, walkways or other common areas of the 
Building so long as (i) said changes do not adversely affect or impact the 
business operations of LESSEE, (ii) the number of parking spaces provided for 
LESSEE under this Lease is not reduced and the location of the twenty (20) 
parking spaces in the front of the Building is not changed, and (iii) access
to 
the Leased Premises is not impaired or made materially less convenient.

(b)     All construction work required or permitted by this Lease, whether 
by LESSOR or LESSEE, shall be done in a good and workmanlike manner and in 
compliance with all applicable laws and all lawful ordinances, regulations and 
orders of governmental authorities and insurers of the Building, Any such work 
being performed by or on behalf of LESSEE shall be coordinated with any work 
being performed by LESSOR and in such manner as to maintain harmonious labor 
relations and not to damage the Property (specifically including the computer 
system) or interfere with Building operation and, except for installation of 
furnishings, shall be performed by a general contractor licensed in 
Massachusetts or by other contractors or workmen, in each case first approved
by 
LESSOR.  LESSOR's approval shall not be unreasonably withheld, delayed or 
qualified and shall be deemed given unless LESSOR responds in writing to the 
contrary within ten (10) days after reasonable information on such contractor
or 
workmen has been supplied to LESSOR.  Except for work by LESSOR's general 
contractor, LESSEE, before its work is started, shall (i) secure all licenses 
and permits necessary therefor; (ii) deliver to LESSOR a statement of the
names 
and business addresses of all its contractors and subcontractors and the 
estimated cost of all labor and material to be furnished by them; (iii) cause 
each contractor to carry workmen's compensation insurance in statutory amounts 
covering all of the contractor's and subcontractor's employees, together with 
comprehensive public liability insurance with limits of at least $2,000,000 
comprehensive single limit and property damage insurance with limits of at
least 
$500,000 (all such insurance to be written insuring LESSOR AND LESSEE as well
as 
the contractors); and (iv) deliver to LESSOR certificates of all such
insurance, 
LESSOR agrees that no such certificate shall be required in connection with 
LESSEE's initial leasehold improvements in the Leased Premises.

12.     ASSIGNMENT OR SUBLEASING. (a) LESSEE shall not assign this Lease or 
sublet or allow any other firm or individual to occupy the whole or any part
of 
the Leased Premises without LESSOR's prior written consent, which consent
shall 
not be unreasonably withheld or delayed so long as (i) such assignment or 
sublease shall be for a term expiring on or before the expiration of the Term
of 
this Lease then in effect, (ii) LESSEE shall have disclosed to LESSOR the 
financial terms of the proposed sublease or assignment and (iii) LESSEE shall 
have provided LESSOR with such information on the proposed assignee or
sublessee 
as LESSOR Shall have reasonably requested, and LESSOR shall have determined,
in 
its judgment reasonably exercised, that the use of the Leased Premises by the 
proposed assignee or sublessee is not incompatible with the other uses in the 
Building and that the proposed assignee or sublessee is at least as
creditworthy 
as LESSEE was on the Term Commencement Date, In lieu of giving its consent, 
LESSOR shall have the option to enter into a direct lease with the proposed 
sublessee or assignee on substantially the same terms and conditions as are 
contained in this Lease, except for rent, which shall be as set forth in 
LESSEE's

disclosure of financial terms to LESSOR, LESSOR shall exercise such option 
by notice given to LESSEE within three (3) weeks after the information
described 
in clause (iii) above has been supplied to LESSOR, but in no event shall
LESSOR 
be required to exercise such option until one (1) week after the information 
described in clause

(ii)    above has also been supplied to LESSOR, If LESSOR exercises such 
option, this Lease shall terminate on the effective date of such        new
lease, If 
LESSOR does not exercise such option, LESSEE shall be entitled to proceed with 
its sublease or assignment, but only with the same party and on the same terms 
and conditions as were disclosed to LESSOR.

(b)     If LESSEE enters into a sublease as permitted under Section 12(a) 
above, LESSEE and any guarantor of this Lease shall remain liable to LESSOR
for 
the payment of all rent and for the full performance of the covenants and 
conditions of this Lease unless released from such obligations by LESSOR in 
writing, Without LESSOR's consent, but only after at least ten (10) days
advance 
notice to LESSOR, LESSEE may assign this Lease or sublet all or any portion of 
the Leased Premises to or permit occupancy of the Leased Premises to or permit 
occupancy of the Leased Premises or any portion thereof by, an affiliated
person 
or affiliated entity.  For purposes of this Section, the term affiliated
person" 
shall mean any person who ownes more than a twenty-five percent (25%) interest 
in LESSEE, and the term 'affiliated entity" shall mean any corporation or
other 
entity which, directly or indirectly, controls or is controlled by, or is
under 
common control with, LESSEE, The term "control" means the possession, directly 
or indirectly, of the power to direct or cause the direction of the management 
and policies of another entity through ownership of voting securities.

13.     SUBORDINATION.  This Lease shall be subject and subordinate to any 
and all mortgages and other instruments in the nature of a mortgage, now or at 
any time hereafter secured by the Property or any portion thereof, and LESSEE 
shall, when requested, promptly execute and deliver such written instruments
as 
shall be necessary to show the subordination of this Lease to said mortgages
or 
other such instruments in the nature of a mortgage, provided that (i) the 
mortgagee or holder of any other instruments in the nature of a mortgage shall 
execute a non-disturbance agreement in favor of LESSEE to provide that in the 
event of the foreclosure of such mortgage, LESSEE's rights under this Lease 
shall not be affected so long as LESSEE continues to pay the rent provided for 
in this Lease and otherwise complies with the terms and provisions hereof, and 
(ii) the lien of such mortgage shall not cover any of LESSEE's personal
property 
or any of the LESSEE's fixtures, furnishings, alterations or improvements
which 
LESSEE is permitted to remove from the Leased Premises pursuant to the terms
of 
this Lease, In confirmation of such subordination, LESSEE shall execute
promptly 
any agreement which LESSOR or its mortgagee may request with respect

thereto, If LESSEE fails, neglects or refuses to do so within seven (7) 
days after written request therefor from LESSOR or the mortgagee, LESSOR shall 
have the right and is hereby authorized to execute any such instrument on
behalf 
of LESSEE.

14.     LESSOR'S RESERVATIONS AND ACCESS, (a) LESSOR reserves the right from 
time to time, without unreasonable interference with LESSEE's use of the
Leased 
Premises and upon at least twenty-four (24) hours telephonic or written notice 
in non-emergency situations: (i) to install, repair, replace, use, maintain
and 
relocate for service to the Leased Premises and to other parts of the
Building, 
pipes, ducts, conduits, wires and appurtenant fixtures wherever located in the 
Building, and (ii) to alter or relocate any other common facility, provided
that 
the substitutions are substantially equivalent to or better than such common 
facility before its alteration or relocation, Installations, replacements and 
relocations referred to in this Section shall be located, to the extent 
practicable, in the core areas, above ceiling surfaces, below floor surfaces
or 
within the perimeter walls of the Building.

(b)     LESSOR or agents of LESSOR may at reasonable times enter to view the 
Leased Premises and may remove any signs not approved and affixed as herein 
provided, and may make repairs and alterations which LESSEE is required but
has 
failed to do, and may show the Leased Premises to others within one year prior 
to the end of the term of this Lease unless LESSEE's option with respect to
the 
Expansion Space has been exercised and is in effect under the terms of this 
Lease.

15.     LIABILITY: INSURANCE. (a) From and after the date upon which LESSEE 
takes occupancy, LESSEE shall be solely responsible as between LESSOR and
LESSEE 
for deaths, personal injuries or property damage occurring in or on the Leased 
Premises (including any extension thereof) from whatever cause arising out of 
the use, control, condition or occupation of the Leased Premises by LESSEE;
and 
LESSEE agrees to indemnity and save harmless LESSOR from any and all
liability, 
reasonable expense, direct (but not consequential) damage, causes of action, 
suits, claims or judgments caused by or in any way arising out of any such 
matter, except for death, personal injuries or property damage resulting from 
the negligence of LESSOR or its agents.  LESSOR agrees to indemnify and hold 
LESSEE harmless from any and all liability, reasonable expense, direct (but
not 
consequential) damage, causes of action, suits, claims or judgments caused by 
LESSOR's negligence or the negligence of its agents or employees.  LESSEE will 
secure and carry at its own expense a comprehensive general liability policy 
insuring LESSEE and LESSOR against any claims arising out of the matters 
described in the foregoing sentence, such policy to insure LESSEE and LESSOR 
against any claim up to Three Million ($3,000,000) Dollars in the case of any 
one accident involving bodily injury (including death), and up

to One Million ($1,000,000) Dollars against any claim for damage to 
property, LESSOR shall be included in such policy as a named insured, LESSEE 
will promptly file with LESSOR certificates showing that such insurance is in 
force, and thereafter will file renewal certificates prior to the expiration
of 
any such policies, All such insurance certificates shall provide that such 
policies shall not be cancelled or the coverage thereunder reduced without at 
least ten (10) days prior written notice to each insured named therein.

(b)     Unless caused by the negligence of LESSOR or its agents or 
employees, LESSOR shall not be held liable to anyone for loss or damage caused 
in any way by the use, leakage, seepage or escape of water from any source, or 
for the cessation of any service rendered customarily to said premises or 
buildings, or agreed to by the terms of this Lease, due to any accident, to
the 
making of repairs, alterations or improvements, to labor difficults, weather 
conditions, or mechanical breakdowns, to trouble or scarcity in obtaining
fuel, 
electricity, service or supplies from the sources from which they are usually 
obtained for the Building, or to any cause beyond LESSOR's immediate control.

(c)     If the Leased Premises are rendered untenantable for a period of 
three (3) or more consecutive days due to the unavailability of utility
services 
to be provided by LESSOR, then LESSEE shall be entitled to a pro-rata
abatement 
of rent until such time as said services are restored.

l6.     FIRE, CASUALTY, EMINENT DOMAIN.  If a substantial portion of the 
Leased Premises or the Property is substantially damaged by fire or other 
casualty, or is taken by eminent domain, LESSOR shall have the option to 
terminate this Lease by giving notice of termination to LESSEE within thirty 
(30) days after such casualty or taking has occurred.  When such fire,
casualty, 
or taking renders the Leased Premises unsuitable for their intended use, a
just 
and proportionate abatement of rent shall be made; and LESSEE may elect to 
terminate this Lease if (a) LESSOR fails to give written notice, within thirty 
(30) days after such casualty or taking has occurred, of its intention to 
restore the Leased Premises, or (b) LESSOR fails to restore the Leased
Premises 
to a condition substantially suitable for their intended use within ninety
(90) 
days after such casualty or taking.  LESSEE's election must be exercised by 
notice given to LESSOR within twenty (20) days after the expiration of such
30-day or 90-day period, as the case may be.  LESSOR reserves all rights for 
damages or injury to the Leased Premises and for any taking by eminent domain, 
except for any award or proceeds directly attributable to LESSEE's fixtures, 
equipment or other tangible personal property.

17.     EVENTS OF DEFAULT: REMEDIES. (a) The occurence of any one or more of 
the following shall be an Event of Default under this Lease:

(i)     LESSEE shall default in the payment of rent or any other sum due 
under the provisions of this Lease and such default shall continue for seven
(7) days after written notice thereof (provided, however, that LESSEE shall
not be entitled to any such notice after notice has been given with respect
to two other payment defaults within the prior twelve-month period);

(ii)    LESSEE shall default in the observance or performance of any of 
LESSEE's other covenants, agreements, or obligations under this Lease, and
such 
default shall continue for fifteen (15) days after written notice thereof, 
provided, however, that if LESSEE has begun to cure such default within such
15-day period and continues thereafter to attempt to cure such default with 
diligent efforts, LESSEE shall have such additional period of time, not to 
exceed an additional fifteen (15) days, as shall be required to cure such 
default;

(iii)   LESSEE vacates the Leased Premises or permits them to be unoccupied 
in the normal conduct of LESSEE's business for more than ten (10) consecutive 
days (or six (6) consecutive months so long as LESSEE continues to pay all
rent and perform all of its other obligations under this Lease); or

(iv)    LESSEE shall be declared bankrupt or insolvent according to law, or 
if any assignment shall be made of LESSEE's property for the benefit of 
creditors.

(b)     During the continuance of an Event of Default, LESSOR shall have the 
right (i) without demand or further notice, to re-enter and take complete 
possession of the Leased Premises and to remove and store LESSEE's effects, at 
LESSEE's expense and without being guilty of any manner of trespass and
without prejudice to any other remedies LESSOR may have, and (ii) upon notice to
LESSEE, to declare the term of this Lease ended, in which event the entire
balance of Base Rent which would otherwise accrue under this Lease (the "Rent
Balance") shall become immediately due and payable.  However, if LESSEE pays
the Rent Balance to LESSOR, and if during the remainder of the term then in
effect.

LESSOR relets the Leased Premises or any portion thereof, at the end of such
term LESSOR shall credit and pay LESSEE the amount of Base Rent paid to
LESSOR with respect to the Leased Premises during the remainder of such term, 
after deducting all LESSOR's expenses in connection with such reletting, 
including, without limitation, all repossession costs and brokerage 
commissions, LESSEE agrees that LESSOR in its sole discretion may relet the 
Leased Premises or any portion thereof, 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 applicable term, and for such 
consideration or rent as LESSOR solely shall determine, Although LESSOR 
agrees to use reasonable efforts to relet the Leased Premises, LESSOR shall 
have no liability or obligation to LESSEE in the event the Leased Premises 
or any portion thereof are not relet.

(c)     LESSOR, without being under any obligation to do so and without 
thereby waiving any Event of Default, may, however, remedy same for the
account 
and at the expense of LESSEE, If LESSOR pays or incurs any obligations for the 
payment of money in connection therewith, including but not limited to 
reasonable attorney's fees in instituting, prosecuting or defending any action 
or proceeding, such sums paid or obligations incurred plus interest at the
rate 
of eighteen (18) percent per annum and costs, shall be paid to LESSOR by
LESSEE 
as additional rent, Any sums received by LESSOR shall be applied first to any 
unamortized improvements completed for LESSEE's occupancy, then to offset any 
outstanding invoice or other payment due to LESSOR, with the balance applied
to 
outstanding rent, Notwithstanding the foregoing, LESSEE agrees to pay
reasonable 
attorney's fees incurred by LESSOR in enforcing any and all obligations of 
LESSEE under this Lease at any time.

(d)     No consent or waiver, express or implied, by LESSOR, to or of any 
breach of any covenant, condition or duty of LESSEE shall be construed as a 
consent or waiver to or of any other breach of the same or any other covenant, 
condition or duty,

18.     SURRENDER.  LESSEE shall at the expiration or other termination of 
this Lease remove all of LESSEE's goods and effects from the Leased Premises.  
LESSEE shall deliver to LESSOR the Leased Premises and all keys and locks 
thereto, and other fixtures and equipment connected therewith, and all 
alterations, additions and improvements made to or upon the Leased Premises 
(except for Lessee's Alterations, as defined in Section 11(a) hereof),
including 
but not limited to any permanent partitions, floor coverages (including
computer 
floors), plumbing and plumbing fixtures, air conditioning equipment and duct 
work of any type, exhaust fans or heaters, burglar alarms, telephone wiring, 
wooden or metal shelving which has been bolted, welded or otherwise attached
to 
the Building, air or gas distribution piping, counters attached to walls or 
floors, electrical fixtures, and electrical switchboards, power panels or 
similar electrical equipment.  LESSEE shall deliver the Leased Premises broom 
clean and in the same condition as they were at the commencement of the term,
or 
as they were put in during the term hereof, reasonable wear and tear and
damage 
by fire or other casualty only excepted, In the event of LESSEE's failure to 
remove any of LESSEE's property from the Leased Premises within one (1) day 
after the expiration or other termination of this Lease, LESSOR is hereby 
authorized, without liability to LESSEE for loss or damage

thereto, and at the sole risk of LESSEE, to remove and store any such 
property at LESSEE's expense, or to retain same under LESSOR'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, all of which shall be conclusively 
deemed to have been abandoned.  In no case shall the Leased Premises be deemed 
surrendered to LESSOR until the expiration date provided herein or such other 
date as may be specified in a written agreement between the parties.

19.     NOTICES; OTHER COMMUNICATION.  Any notice or other communication 
given or made pursuant to this Lease (a "Communication") shall be in writing
and 
shall be hand delivered or sent either (i) through the United States Postal 
Service, or any official successor thereto, designated as registered or 
certified mail, return receipt requested, bearing adequate postage, (ii) by 
means of an express delivery service if it obtains a written receipt to
confirm 
delivery, or (iii) by means of a facsimile transmission if a written 
acknowledgment of receipt is confirmed by facsimile transmission or otherwise, 
Each Communication shall be effective upon the receipt thereof by the
addressee 
or its agent.  Rejection or refusal to accept or inability to deliver because
of 
change of address of which no notice was given as provided herein shall be 
deemed to be receipt of the Communication sent.  By giving to the other party 
hereto at least twenty (20) days notice thereof, any party hereto shall have
the 
right from time to time to change its address for purposes of this Lease to
any 
other address within the continental United States of America.  Until notice
of 
change of address as aforesaid, each such Communication shall be addressed, if 
to LESSOR, at Eight Faneuil Hall Marketplace, Boston, Massachusetts 02109 
(Attention: Richard Sandberg), and if to LESSEE, (i) prior to the Term 
Commencement Date, at 420 Washington Street, Dedham, Massachusetts 02026 
(Attention: Helen Cochran) and (ii) after the Term Commencement Date, at the 
Leased Premises (Attention: Helen Cochran).

20.     BROKERAGE.  LESSEE represents and warrants that it has dealt with no 
broker in connection with this transaction other than Coldwell Banker.  LESSEE 
agrees to defend, indemnify and save LESSOR harmless from and against any and 
all claims for a commission arising out of this Lease, other than from such 
broker, and LESSOR agrees to pay the commission of such broker arising out of 
this Lease.

21.     GENERAL PROVISIONS.

(a)     The invalidity or unenforceability of provision of this Lease shall 
not affect or render invalid or unenforceable any other provision hereof.

(b)     The obligations of this Lease shall run with the land, and this 
Lease shall be binding upon and inure to the benefit of the parties hereto and 
their respective successors and assigns.

(c)     No action or proceeding, regardless of form, arising out of the 
subject matter of this Lease shall be brought by LESSOR or LESSEE more than
one 
year after the cause of action has occurred, of if later, one year after the 
claiming party knew or should have known of the events giving rise to such
cause 
of action.

(d)     If LESSOR or LESSEE is acting under any partnership or corporation, 
the obligations of LESSOR or LESSEE, as the case may be, shall be binding upon 
the partnership or corporation but not individually upon any partner, officer, 
corporate officer or shareholder of the partnership or corporation.

(e)     This Lease is made and delivered in the Commonwealth of 
Massachusetts, and shall be interpreted, construed, and enforced in accordance 
with the laws thereof.

(f)     This Lease, when executed by both parties shall constitute the 
entire agreement between said parties, No other verbal or written
representation 
shall have any effect hereon, and this Lease may not be altered, extended or 
amended except by written agreement attached hereto or as otherwise provided 
herein.

(g)     Notwithstanding any other statements herein, LESSOR makes no 
warranty, express or implied, concerning the suitability of the Leased
Premises 
for LESSEE's intended use.

(h)     LESSEE hereby grants to LESSOR a continuing security interest for 
all sums of money becoming due hereunder upon all existing      or hereafter 
acquired property of LESSEE in the Leased Premises.  Upon default under this 
Lease, LESSOR, in addition to all other remedies provided herein or by law,
will 
have all rights and remedies under the Uniform Commercial Code, including 
without limitation the right to sell the property herein described.  LESSEE
also 
agrees to execute a UCC-1 Financing Statement, or other financing agreement as 
may in LESSOR's opinion be necessary to perfect or continue the security 
interest herein created.

(i)     LESSOR and LESSEE will execute and deliver a recordable notice of 
lease with respect to this Lease, and all recording charges shall be paid by 
LESSEE.

(j)     Within ten (10) days after written request by LESSOR, LESSEE shall 
deliver to LESSOR an estoppel certificate, in such form as may be required by 
any mortgagee or prospective mortgagee of the Property, setting forth factual 
information concerning this Lease and LESSEE's tenancy hereunder.

22.     RIGHT OF FIRST REFUSAL.  During the Base Term or the First Extension 
Term, provided that LESSEE is not then in default under this Lease, LESSOR
shall 
not lease any space abutting or contiguous to the Leased Premises and
containing 
five thousand (5,000) square feet or less (the "Additional Space") at any time 
except in compliance with the following provisions of this Section 22, LESSOR 
shall give notice to LESSEE that such Additional Space has or will become 
available (the "Availability Notice"), and the Availability Notice shall
include 
LESSOR's determination of the fair market rental value for the Additional
Space, 
calculated as set forth in paragraph (a) of Exhibit F hereto, Within two (2) 
weeks after receipt of the Availability Notice, LESSEE shall give notice to 
LESSOR (the "First Refusal Notice") whether LESSEE is interested in leasing
the 
Additional Space.  If LESSEE declines interest in leasing the Additional
Space, 
or if LESSEE expresses such interest but LESSOR and LESSEE shall not have 
executed an appropriate amendment to this Lease for the Additional Space
within 
three (3) weeks after the giving of the First Refusal Notice, LESSOR shall be 
entitled to lease the Additional Space to any other party on terms acceptable
to 
LESSOR and such other party, However, if a lease or lease amendment for the 
Additional Space with such other party is not executed within six (6) months 
after the First Refusal Notice was given, the provisions of this Section 22 
shall once again apply to any leasing of the Additional Space.

IN WITNESS WHEREOF, LESSOR AND LESSEE, intending to be legally bound 
hereby, have caused this Lease to be executed by their respective duly 
authorized officers or partners, as the case may be, as of the day and year 
first above written,

LESSOR:
580 WINTER STREET LIMITED PARTNERSHIP
By its General Partner,
Kullenberg Development Inc.

By:             /s/
Its President

LESSEE:

HARTE-HANKS COMMUNICATIONS, INC.
(d/b/a HARTE-HANKS COMMUNITY
NEWSPAPERS, MASSACHUSETTS)

By:             /s/
Its Publisher

and

By:             /s/
Its Senior Vice President; Secretary


  
 
FIRST AMENDMENT OF LEASE

TIES AGREEMENT, made this / day of September, 1992, by and between 580 
Winter Street Limited Partnership, a Massachusetts limited partnership having
a 
usual place of business at 30 Federal St., Boston, Massachusetts ("Landlord"), 
and Harte Hanks Communications, Inc., a Delaware Corporation d/b/a Harte-Hanks 
Community Newspapers, Massachusetts ("Tenant") having a usual place of
business 
at 580 Winter Street, Waltham, Massachusetts.

WITNESSETH THAT:

WHEREAS, Landlord has leased to Tenant and Tenant has hired from Landlord 
a portion of the first floor of the building located at 580 Winter Street, 
Waltham, Massachusetts, all as more particularly described and set forth in a 
certain Lease Agreement dated March 20, 1990 (the "Lease").'

WHEREAS, the parties wish to add additional rental area to the Premises, 
subject to the terms and conditions hereof;

NOW, THEREFORE, for the good and valuable consideration by each party paid 
to the other, and in further consideration of the foregoing premises and the 
mutual obligations set forth herein, the parties hereby agrees as follows:

1.      All capitalized words or terms used in this Agreement shall have the 
same meaning as in the Lease unless otherwise specifically provided herein.

2.      The area of approximately 1,259 usable square feet on the first 
floor of the Building shown on the plan attached hereto as Exhibit A and made
a 
part hereof (hereinafter referred to as the "Expansion Area") shall be added
to 
and included in the Leased Premises and shall become subject to all terms and 
conditions of the Lease as fully as if it had originally been part of the
Leased 
Premises, except as otherwise herein provided.  As a result of the addition of 
the Expansion Area, the Leased Premises leased by Tenant shall consist of 
approximately 25,734 square feet of Rentable Floor Area on the first floor.

3.      The Base Rent is hereby amended to include also the additional 
rentable square footage of the Expansion Area with an increase of the Base
Rent 
for the Base Term of Eight Thousand Eight Hundred and Thirteen Dollars 
($8,813.00) per year payable in advance in equal monthly installments of Seven 
Hundred and Thirty Four Dollars ($734.42) The Rent Commencement Date for the 
Expansion Area shall be September 1, 1992.

4.      Tenant accepts the Expansion Area in present conditions as is, 
without any Improvement required by Landlord.

Except as modified by this Agreement, the Lease is hereby ratified and 
confirmed.  Unless the context requires otherwise, all terms used herein shall 
be construed in conformity with the applicable provisions of the Lease.


In witness whereof, Landlord and Tenant have executed this instrument 
under seal as of the day and year first above written.


WITNESS:                                        LANDLORD: 580 Winter Street
Limited Partnership



TENANT:                                 By:     Kullenberg Development Inc.
Harte Hanks Communications, Inc.                general partner
(d/b/a Harte Hanks Community
Newspapers, Massachusetts)

By:             /s/                      By:             /s/
Lars Borgwing
President


   
 
SECOND AMENDMENT OF LEASE

THIS AGREEMENT, made this 3rd day of October, 1994, by and between 580 
Winter Street Corp., a Massachusetts Corporation having a usual place of 
business at 30 Federal St., Boston, Massachusetts (successor-in-interest to
580 
Winter Street Limited Partnership) (the "Landlord"), and Harte Hanks 
Communications, Inc., a Delaware Corporation d/b/a Harte-Hanks Community 
Newspapers, Massachusetts (the "Tenant") having a usual place of business at
580 
Winter Street, Waltham, Massachusetts.

WITNESSETH THAT:

WHEREAS, Landlord has leased to Tenant and Tenant has hired from Landlord 
a portion of the first floor of the building located at 580 Winter Street, 
Waltham, Massachusetts, consisting of approximately 25,734 square feet of 
rentable floor area, all as more particularly described and set forth in a 
certain Lease Agreement dated March 20, 1990, as amended by First Amendment of 
Lease dated September 1, 1992. (the "Lease"); and

WHEREAS, the Tenant wishes to extend the term of the Lease for the First 
Extension Term subject to the terms and conditions hereof,

NOW, THEREFORE, for the good and valuable consideration by each party paid 
to the other, and in further consideration of the foregoing premises and the 
mutual obligations set forth herein, the parties hereby agrees as follows:

1.      All capitalized words or terms used in this Agreement shall have the 
same meaning as in the Lease unless otherwise specifically provided herein.

2.      Landlord hereby acknowledges that Tenant has exercised its right to 
extend the term of the Lease with respect to Tenant's existing space and the 
First Extension Term.  The Lease shall be automatically so extended at the 
expiration of the Base Term unless the Lease shall have been sooner terminated 
pursuant to its terms.  The first Extention Term should commence on July 11, 
1995 and end on July 10, 1998.

3.      The annual Base Rent for the Leased Premises for the First Extension 
Term shall be at the annual rate of $13.00 per rentable square foot. 
($334,542.00 per annum or $27,878.50 per month.)

4.      Tenant shall also pay during the First Extention Term additional 
rent as set forth in Section 6 of the Lease; provided however, the charge for 
management service in Section 6 (c) (4) shall be at an annual rate of $0.45
per 
rentable square foot ($11,580.30).

Except as modified by this Agreement, the Lease is hereby ratified and 
confirmed.  Unless the context requires otherwise, all terms used herein shall 
be construed in confirmity with the applicable provisions of the Lease.

In witness whereof, Landlord and Tenant have executed this instrument 
under seal as of the day and year first above written.


TENANT          LANDLORD: 580 Winter Street Corp.
Harte Hanks Communications, Inc. (d/b/a Harte Hanks Community Newspapers, 
Massachusetts

By:             /s/

By:             /s/

EX-10.3

LEASE AGREEMENT

By and Between

580 Winter Street Corp.,

LANDLORD

and

MFS Intelenet of Massachusetts, Inc.,
 
TENANT

October 20th, 1994

LEASE AGREEMENT

This LEASE made and entered into this 20th day of October, 1994, by and 
between 580 Winter Street Corp., a Massachusetts corporation having a usual 
place of business c/o WASA Management, 30 Federal Street, Boston, MA 02110 
(hereinafter the "Landlord"), and MFS Intelenet of Massachusetts, Inc., a 
Delaware corporation having a usual place of business at One Tower Lane, Suite 
1600, Oakbrook Terrace, IL 60181 (hereinafter the "Tenant").

1.      Premises and Exclusions: In consideration of the rents and covenants 
herein stipulated to be paid and performed by Tenant and upon the terms and 
conditions herein specified, Landlord hereby leases to Tenant, and Tenant
hereby 
leases from Landlord, the following-described premises:

A portion of the first floor of the building located at 580 Winter Street 
in Waltham, Massachusetts (hereinafter the "Building") consisting of 
approximately 15,252 square feet of rentable area and a portion of the roof 
consisting of approximately 2,500 usable square feet (hereinafter the 
"Premises") as shown on Exhibit "A" attached hereto, subject to and with the 
benefit of all easements, agreements, restrictions and encumbrances now of 
record, to the extent in force and applicable.  The Building, together with
the 
parcel of land on which the Building is located, may be referred to
hereinafter 
as the "Property".

The Premises exclude exterior faces of exterior walls, the common 
stairways and stairwells, fan rooms, electric and telephone closets, janitor 
closets, freight elevator vestibules, and pipes, ducts, conduits, wires and 
appurtenant fixtures serving other parts of the Building (exclusively or in 
common).

Tenant shall have, as appurtenant to the Premises, rights to use in common 
with others entitled thereto (subject to reasonable rules of general 
applicability to tenants of the Building from time to time made by Landlord of 
which Tenant is given notice): (a) the common lobbies and corridors of the 
Building, and the pipes, ducts, conduits, wires and appurtenant meters and 
equipment serving the Premises in common with others; (b) common walkways 
necessary to access the Building; (c) if the Premises include less than the 
entire rentable floor area of any floor, the common toilets and corridors on 
such floor and serving the Premises; and (d) eight (8) undesignated parking 
spaces in the rear parking lot (with the right to add up to seven additional 
undesignated. parking spaces upon written notice to Landlord) and one (1) 
loading dock, such parking spaces and loading dock to be in the location shown 
on Exhibit A, subject to rights of others, if any, to exclusive use of parking 
and loading areas, but which exclusive use of others will not interfere with
the rights and use of such parking spaces and loading dock herein granted to
Tenant.

Landlord reserves for the benefit of Landlord and other occupants of the 
Building, the right, from time to time, without unreasonable interference with 
Tenant's office use: (a) to install, use, maintain, repair, replace and
relocate for service to the Premises and other parts of the Building, or
either, pipes, ducts, conduits, wires and appurtenant fixtures, wherever
located in the Premises or Building provided the same are not located above,
below or through 
Tenant's switch facility; and (b) to alter or relocate any other common
facility 
provided same does not materially and adversely affect the operation of
Tenant's 
switch facility.  Installations, replacements and relocations referred to in 
clause (a) above shall be located to the extent practicable in the central
core area of the Building, above ceiling surfaces, below floor surfaces or
within perimeter walls of the Premises.

2.      Use: Throughout the Term (hereinafter defined) of this Lease, Tenant 
shall continuously use and occupy the Premises for general and executive 
offices, warehousing and the installation, operation and maintenance of 
telecommunications equipment and transmission facilities, including but not 
limited to, a switch facility and customer collocation provising equipment,
and 
other uses normally related thereto (the "Permitted Use") and for no other 
purpose.

Tenant 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 will
impose 
any duty upon Landlord or Tenant with respect to or arising out of Tenant's
use 
or occupancy of the Premises.  If Tenant receives notice of any violation of 
law, ordiance, order or regulation applicable to the Premises, it shall give 
prompt notice thereof to the Landlord.

Tenant shall not injure, overload, deface or commit waste in the Premises, 
or any part of the Building, nor permit the occurrence of any nuisance therein 
or, unless otherwise permitted herein, the emission therefrom of any 
objectionable noise or odor, nor use or permit any use of the Premises which
is 
improper, offensive, contrary to law or ordinance or which is liable to render 
necessary any alterations or additions in the Building, nor obstruct in any 
manner any portion of the Building or appurtenant land.  Tenant may not,
without 
Landlord's prior written consent, install in the Premises any water fountains, 
refrigerators, sinks or cooking equipment, provided that Landlord's consent
will 
not be unreasonably withheld with respect to items designed for the
convenience 
of Tenant's employees and further provided that special venting or other
matters 
are not required in connection therewith.

3.      Term.  Subject to the terms, covenants, agreements and conditions 
contained herein, Tenant shall have and hold the Premises for an initial term 
(the "Term") of fifteen (15) years and six (6) months, commencing upon the
date 
of delivery of the Premises to Tenant after completion of Landlord's Pre-
Commencement Work pursuant to Section 7 hereof (the "Commencement Date").

Tenant shall be responsible for the payment of additional rent and all 
other charges hereunder beginning on the Commencement Date.  Tenant shall be 
responsible for the payment of Basic Annual Rent (hereinafter defined) on the 
Rent Commencement Date (hereinafter defined).  As used herein, the term
"lease year"    shall mean each twelve (12) month period during the 
Term,
commencing      on the Commencement Date.

3.1     Extension: So long as Tenant is not in default hereunder, and no
event has occurred which, with the passage of time, could ripen into 
default, Tenant shall have the option to extend the Term for two (2) extended 
terms of five (5) years each (the "Extended Terms").  The Extended Term(s)
shall 
commence immediately following the end of any then existing Term.  Tenant may 
exercise its option to extend for any Extended Term by giving written notice
to 
Landlord at any time during the then existing Term of the Lease, but no later 
than twelve (12) months prior to the end of the then existing Term.  All terms 
and conditions applicable during the Term shall apply during any Extended 
Term(s), except for Basic Annual Rent which shall be as provided below.  If 
Tenant fails to give such notice exercising its option for the Extended
Term(s) 
within the time provided above, time being of the essence, this Lease shall 
automatically expire at the end of the then existing Term (unless sooner 
terminated as provided herein).

4.      Basic Annual Rent: Security Deposit:

(a)     Tenant shall not be obliged to pay Basic Annual Rent for the first 
six (6) months of the first lease year of the Term, (ii) the first one (1)
month 
of the eleventh (11th) lease year of the Term, and (iii) the final two (2) 
months of the final year of the Term, as extended if applicable (collectively, 
the "Free Rent Period").  The day on which Basic Annual Rent shall be due
shall 
be known as the "Rent Commencement Date".

(b)     Tenant covenants to pay to Landlord, Basic Annual Rent as
follows:

Lease Years 1-10 - ($7.50 per square feet of rentable area)
- - $114,390.00 per annum, or $9,532.50 monthly; and

Lease Years 11-15.5 - ($9.50 per square feet of rentable
area) - $144,894.00 per annum, or $12,074.50 monthly.

Basic Annual Rent for the seventh month of the First Lease Year shall be 
payable on the execution of this Lease.

In the event of the commencement or termination of this Lease, other than 
on the first or last day of a calendar month, Basic Annual Rent, additional
rent 
and other charges shall be appropriately prorated for the portion of the month 
elapsed to the Commencement Date, or to and including the date of termination, 
as the case may be.

(c)     Tenant will pay the Basic Annual Rent, additional rent and all other 
charges due hereunder on the first day of each month in advance, without set-
off, counterclaim, deduction or demand, to Landlord at the address set forth 
below, or at such other place as is designated in writing from time to time by 
Landlord.

(d)     All payments of Basic Annual Rent, additional rent and all other 
charges due hereunder shall be made to the Landlord at c/o WASA Management, 30 
Federal Street, Boston, MA 02110, or such other address as Landlord may from 
time to time designate by notice to Tenant.

Landlord, may at the completion of Tenant's Work (as such term is defined 
in Section 7 hereof), measure the Premises.  Tenant's rentable area shall then 
be finally computed and notice thereof shall be provided to Tenant.  For the 
purpose of this Lease, Tenant's rentable area shall be the product of (i) the 
total usable area of the Premises excluding the portion of the Premises
located 
on the roof and (ii) 1.039.

4.1     Free Rent Restriction: This Lease provides for a Free Rent Period 
during which Tenant's liability for the payment of Basic Annual Rent at the
then 
normal monthly rate shall be suspended.  Tenant shall be credited with having 
paid all sums which would otherwise be due only if, at the end of the Term of 
the Lease, as it may have been extended hereunder, Tenant has fully,
faithfully, 
and punctually performed all of Tenant's obligations hereunder, including the 
payment of all additional rent and other charges (other than Basic Annual Rent 
during the Free Rent Period) and all other monetary obligations and Tenant
shall 
have, at the appointed time, surrendered the Premises in the physical
condition 
required by this Lease.  Tenant acknowledges that its right to receive credit 
for payment which would have otherwise been due for the Free Rent Period is 
absolutely conditioned upon Tenant's full, faithful and punctual performance
of 
its obligations under this Lease.  If Tenant defaults and does not cure within 
the applicable grace period, payments of Basic Annual Rent which would
otherwise 
have been due during the Free Rent Period shall immediately become due and 
payable in full and this Lease shall be enforced as if there were not such
Free 
Rent Period or other rent concessions.  In such case, Basic Annual Rent due
for 
the Free Rent Period shall be calculated based upon the full Basic Annual Rent 
payable under this Lease for such lease year.

4.2     Extended Term: If Tenant exercises its option to extend the Term of 
this Lease for any Extended Term, Tenant covenants to pay to Landlord, during 
such Extended Term of this Lease, Basic Annual Rent equal to fair market rent 
(for a five (5) year term determined as of the date which is twelve (12)
months 
prior to the end of the previously existing Term) for comparable space in 
buildings similar to the Building in the area of the City of Waltham in the 
vicinity of the Building, but in no event shall Basic Annual Rent for such 
Extended Term be less than the Basic Annual Rent for the immediately preceding 
lease year of the term (the "Basic Annual Rent Floor").  It is understood and 
agreed that fair market Basic Annual Rent for any Extended

Term, as determined in the manner hereinafter provided, need not be a 
single rate for the entire Extended Term, but rather may be stepped over the 
course of the Extended Term.

Landlord shall notify Tenant as to the proposed Basic Annual Rent for the 
Extended Term of this Lease at least ten (10) months prior to the end of the 
Term.  Landlord shall notify Tenant of Landlord's chosen appraiser together
with 
Landlord's notice as to Basic Annual Rent for the Extended Term proposed by 
Landlord.  If Tenant disputes the amount of Basic Annual Rent so established
by 
Landlord, Tenant shall either rescind its option to extend the Term or notify 
Landlord of Tenant's objection to said amount within thirty (30) days after
the 
receipt of Landlord's notice to Tenant, which notice shall be accompanied by
the 
name of one (1) appraiser if Tenant does not rescind its option.  Tenant's 
failure to notify Landlord of Tenant's rescission or objection shall
constitute 
Tenant's agreement to the Basic Annual Rent specified by Landlord.  If Tenant
so 
notifies Landlord of Tenant's objection, then the amount of Basic Annual Rent 
for each year of the Extended Term shall be decided by three (3) appraisers,
one 
(1) selected by Landlord, one (1) selected by Tenant, and one (1) selected by 
the first two (2) appraisers selected.  Each party shall pay for the appraiser 
selected by it and the cost of the third appraiser shall be divided equally 
between the parties.  In no event may any appraiser determine fair market rent 
to be less than the Basic Annual Rent Floor.

Each appraiser shall have at least ten (10) years experience in the 
management, ownership and/or appraisal of property similar to the Building in 
the City of Waltham.  If two (2) appraisers are able to agree upon the Basic 
Annual Rent for each year of the Extended Term, then the Basic Annual Rent
shall 
be as determined by said two (2) appraisers, but only if the determination of 
said two (2) appraisers is within ten percent (10%) of the determination of
the 
third appraiser for each year of the Extended Term.  If the foregoing
condition 
is not satisfied, or if no two (2) appraisers are able to agree upon Basic 
Annual Rent for each year of the Extended Term, the Basic Annual Rent for each 
year of the Extended Term shall be the average of the determination of all
three 
(3) appraisers, but only if the lowest determination is at least ninety
percent 
(90%) of the highest determination.  If this procedure cannot be followed 
because the lowest determination is not ninety percent (90%) of the highest 
determination, then the appraisers shall send a notice to Landlord and Tenant, 
setting forth their individual determinations, and the highest such 
determination for each year and the lowest such determination for each year 
shall be disregarded and the remaining determination for each year shall be 
deemed the Basic Annual Rent for each year of the Extended Term.

If any appraiser is not appointed as provided herein, either party may 
request that such appraiser be appointed by the President of the Boston Bar 
Association and the costs of any appraiser so appointed shall be equally
divided 
by Landlord and Tenant.

Basic Annual Rent for each Extended Term(s) -payable in equal monthly 
installments, in advance, on the first day of every month during each Extended 
Term(s).

5.      Operating Costs:

(a)     As used in this Section, these words and terms shall have the 
following meanings:

(i)     "Operating Costs" shall mean all costs incurred and expenditures 
paid by the Landlord in the operation and management, maintenance and repair
of 
the Property, including, without limitation, the Building, common areas, and
the 
land on which the Building is situated, exclusive of financing expenses, as 
determined by Landlord's accountant in accordance with generally accepted 
accounting principles consistently applied.  Subject to subsection (ii) below, 
Operating Costs include, without limitation, costs of security and janitorial 
service (including costs of materials and equipment); maintenance and repairs
to 
the Premises and the Property (including, without limitation, snow removal and 
landscaping); payments under all service contracts relating to the operation
and 
maintenance of the Property; management fees; wages, salaries, benefits,
payroll 
taxes and unemployment compensation insurance for employees of Landlord below 
the level of Building Supervisor or any contractor of Landlord engaged in the 
cleaning, operation, maintenance or security of the Property; insurance
relating 
to the Property; any capital expenditure (amortized, with interest, on such 
reasonable basis as Landlord shall determine) made by Landlord for the purpose 
of reducing other operating expenses or complying with any governmental 
requirement arising after the date hereof (collectively the "Permitted Capital 
Expenditures'); legal fees related to the management and operation of the 
Property; auditing expenses, payments other than Real Estate Taxes (as 
hereinafter defined) to the City of Waltham (including, but not limited to, 
water and sewer use charges, fire service fees and other user fees), supplies 
and all other expenses customarily incurred in connection with the operation
of 
first class retail/office buildings.

(ii)    "Operating Costs" shall not include the following:

1.      costs incurred in connection with the original construction of the 
Building or in connection with any major change in the Building, such as
adding 
or deleting floors;

2.      interest, principal, late charges, default fees, prepayment 
penalties or premiums on any debt owed by Landlord, including any mortgage
debt, 
and depreciation;

3.      costs of correcting defects in or inadequacy of the initial design 
or construction of the Building;

4.      expenses directly resulting from the negligence of the Landlord, its 
agents, servants or employees;

5.      legal fees, space planners fees, real estate brokers' leasing 
commissions and advertising expenses incurred in connection with the original 
development or original leasing of the Building or future leasing of the 
Building;

6.      costs for which Landlord is reimbursed by insurance by its carrier 
or Tenant's carrier or by anyone else;

7.      any bad debt loss, rent loss, or reserves for bad debts or rent 
loss;

8.      costs associated with the operation of the business of the 
partnership or corporation which constitutes Landlord, as the same are 
distinguished from the costs of operation of the Building, including
partnership 
or corporation accounting and legal matters, costs of defending any lawsuits 
with any mortgagee (except as the actions of Tenant may be the issue), costs
of 
selling, syndicating, financing, mortgaging or hypothecating any of Landlord's 
interest in the Building, costs (including attorney fees and costs of
settlement 
judgments and payments in lieu thereof) arising from claims, disputes or 
potential disputes in connection with potential or actual claims, litigation
or 
arbitrations respecting Landlord and/or the Building;

9.      the wages and benefits of any employee who does not devote 
substantially all of his or her time to the Building unless such wages and 
benefits are prorated to reflect time spent on operating and managing the 
Building vis-a-vis time spent on matters unrelated to operating and managing
the 
Building;

10.    fines, penalties and interest;

11.     amounts paid as ground rental by Landlord;

12.     costs of compliance with any handicap or other subsequent 
governmental code regulations, including ADA that are attributable to a 
particular tenant in the building other than Tenant;

13.     costs of compliance with applicable laws arising from the presence 
of hazardous materials or substances in or about the Building, or the site
upon 
which the Building is situated, including without limitation, hazardous 
substances in the ground water or soil and the removal of asbestos-containing 
materials; provided, however, that Tenant shall be liable and responsible for 
such costs if attributable to Tenant pursuant to Section 35 of the Lease;

14.     costs paid to Landlord or to affiliates of Landlord for services in 
the Building including management fees to the extent the same exceed or would 
exceed the costs for such services if rendered by unaffiliated third parties
on 
a competitive basis;

15.     any compensation paid to clerks, attendants or other persons in 
commercial concessions operated by Landlord or in any parking areas;

16.     rentals and other related expenses incurred in leasing air 
conditioning systems, elevators or other equipment ordinarily considered to be 
of a capital nature if purchased, except equipment not affixed to the Building 
which is used in providing janitorial or similar services;

17.     all items and services for which Tenant or anyone else reimburses 
Landlord;

18.     costs arising from Landlord's political or charitable contributions;

19.     costs arising from latent defects in the Building or improvements 
installed by Landlord;

20.     costs for which Landlord has been compensated by a management fee;

21.     Landlord's general corporate overhead and general and administrative 
expenses; and

22.     costs incurred by Landlord due to the violation by Landlord of the 
terms and conditions of any lease of space in the Building.

23.     capital expenditures, except the Permitted Capital Expenditures.

(iii)   "Operating Cost Statement" shall mean a statement in writing signed 
by Landlord, setting forth the actual Operating Costs incurred by Landlord for
a 
specified computation year pursuant to this Section.  Landlord shall use 
reasonable efforts to deliver the Operating Cost Statement to Tenant within 
ninety (90) days after the end of the computation year.

(b)     Tenant shall pay to Landlord, as additional rent for each calendar 
year, Tenant's proportionate share of Operating Costs.  Tenant's proportionate 
share of Operating Costs shall be 19.4%, determined by dividing 15,252, being 
the number of rentable square feet leased by Tenant, by 78,680, being the
number 
of rentable square feet in the Building.  Tenant's proportionate share of 
Operating Costs shall be subject to adjustment in the event the rentable
square 
footage leased by Tenant or the rentable square footage in the Building either 
increases or decreases.  Such amount shall be due and payable within thirty
(30) 
days following receipt by Tenant of the Operating Cost Statement for such
year.

Commencing on the first day of the first calendar month of the first lease 
year of the Term, and on the first day of each calendar month thereafter
during 
the Term of this Lease, Tenant shall pay to Landlord, as estimated payments of 
Tenant's proportionate share of Operating Costs for such calendar year, one-
twelfth (1/12) of the amount reasonably estimated in good faith by Landlord to 
be Tenant's proportionate share of Operating Costs for such year.  Tenant
shall 
have the right to review Landlord's estimate of Operating Costs.  Such
payments 
shall be credited to the sum finally determined to be payable for the calendar 
year pursuant to the Operating Cost Statement, with the excess estimated 
payments, if any, paid to Tenant within thirty (30) days after delivery of the 
Operating Cost Statement.

If this Lease shall commence or terminate other than on the first or last 
day of a calendar year, Tenant shall be liable for only that portion of its 
proportionate share of Operating Costs for such calendar year represented by a 
fraction, the numerator of which is the number of days of the Term, as it may
be 
extended hereunder, which falls within the calendar year and the denominator
of 
which is three hundred sixty-five (365).

Any obligations under this Section of Tenant which shall not have been 
paid at the termination or earlier expiration of the Term of this Lease shall 
survive such termination or earlier expiration and shall be paid when and as
the 
amount of the same shall be determined together with interest thereon at the 
rate set forth in Section 20(d).

Tenant shall have the right, at Tenant's expense, exercisable by written 
notice to Landlord within nine (9) months following receipt of the Operating 
Cost Statement for a specified computation year, to review Landlord's books
and 
records with respect to such Operating Cost Statement.

6.      Real Estate Taxes:

(a)     As used in this Section, these words and terms shall have the
following meanings:

(i)     "Real Estate Taxes" shall mean all payments for all taxes, 
assessments and betterments levied, assessed or imposed by any
governmental authority upon or against the Property or Building or payments in 
lieu thereof, including reasonable expenses, which shall include without 
limitation, fees of attorneys, appraisers and other consultants incurred in 
connection with any efforts to obtain abatements or reductions or to assure 
maintenance of Landlord's taxes for any tax fiscal year wholly or partially 
included in the Term.  If, at any time during the Term of this Lease, any tax
or 
excise on rents or other taxes, however described, are levied or assessed 
against Landlord with respect to the rent reserved hereunder, either wholly or 
partially in substitution for, or in addition to, real estate taxes assessed
or 
levied on the Property or Building, or payments in lieu thereof, such tax or 
excise on rents shall be included in Real Estate Taxes; however, Real Estate 
Taxes shall not include franchise, estate, inheritance, succession, capital 
levy, transfer, income or excess profits taxes assessed to Landlord.  Real 
Estate Taxes shall further not include interest, penalties, or late charges 
associated with any late payment of Real Estate Taxes by Landlord, unless
caused by Tenant.

(ii)    "Real Estate Tax Statement" shall mean a statement in writing signed 
by Landlord, setting forth the Real Estate Taxes paid by or to be paid for a 
specified computation period pursuant to this Section accompanied by a copy of 
the applicable tax bill.

(iii)   "Tax Year" shall mean the fiscal tax year of the City of Waltham, 
Massachusetts.

(b)     For each Tax Year during the Term of this Lease, Tenant shall
pay to Landlord, as additional rent, Tenant's proportionate share of Real 
Estate Taxes.  Tenant's proportionate share shall be 19.4%, determined by 
dividing 15,252, being the number of rentable square feet leased by Tenant, by 
78,680, being the number of rentable square feet in the Building.  Tenant's 
proportionate share of Real Estate Taxes shall be subject to adjustment in the 
event the rentable square footage leased by Tenant or the rentable square 
footage in the Building either increases or decreases.  Such amount shall be
due 
and payable fifteen (15) days following receipt by the Tenant of the Real
Estate 
Tax Statement for a tax period.

If this Lease shall commence or terminate other than on the first or last 
day of a Tax Year, Tenant shall be liable for only that portion of Real Estate 
Taxes in respect of such year represented by a fraction the numerator of which 
is the number of days of the Term which fall within the Tax Year and the 
denominator of which is three hundred sixty-five (365).

Any obligation under this Section of Tenant which shall not have been paid 
at the expiration of the Term of this Lease, as it may have been extended,
shall 
survive such expiration and shall be paid when and as the amount of the same 
shall be determined together with interest thereon at the rate set forth in 
Section 20(d) from the date the payment was first due to Landlord.

Tenant's proportionate share of Operating Costs and Real Estate Taxes 
shall be determined on the first day of the applicable calendar year for 
Operating Costs and the first day of the Tax Year for applicable Real Estate 
Taxes based on an application of the above-referenced fractions on such dates.

7.      Preparation for Occupancy:

(a)     Landlord's Work.  Prior to the Commencement Date, Landlord shall 
deliver the Premises in a "as is', "where is" condition except for Landlord's 
Pre-Commencement Work as described in Exhibit B attached hereto ("Landlord's 
Pre-Commencement Work").  Subject to delays due to governmental regulation, 
unusual scarcity of or inability to obtain labor or materials, labor 
difficulties, casualty, weather, or other causes reasonably beyond Landlord's 
control or attributable to Tenant's action or inaction, Landlord shall use 
reasonable speed and diligence in the construction of the work to be
undertaken 
by Landlord in the Premises, and shall use diligent efforts to deliver the 
Premises to Tenant within four (4) weeks after Landlord has obtained approval 
from the City of Waltham to undertake Landlord's Pre-Commencement Work. 
Subject 
to the delays specified in the preceding sentence, Landlord shall, at its own 
cost and expense, use reasonable speed and diligence to complete the work 
described in Exhibit B within six (6) months following the Commencement Date. 
("Landlord's Post Commencement Date Work").  Landlord's failure to complete 
Landlord's Pre-Commencement Work and/or Landlord's Post Commencement Date Work 
within the time periods specified herein, for any reason, shall not give rise
to 
any liability of Landlord hereunder, except for gross negligence or

wilful misconduct, shall not constitute a Landlord's default, shall not 
affect the validity of this Lease, and shall have no effect on the beginning
or 
end of the Term as otherwise determined hereunder or on Tenant's obligations 
associated therewith. (Landlord's Pre-Commencement Work and Landlord's Post 
Commencement Date Work shall hereinafter sometimes collectively be referred to 
as "Landlord's Work.")

Landlord's Post Commencement Date Work shall be treated as having been 
substantially completed on the date on which the work described in Exhibit "B" 
has been substantially completed except for minor items of construction work
and 
minor mechanical adjustments of equipment and fixtures which can be completed 
after occupancy has been taken without causing material interference with 
Tenant's use and occupancy of the Premises ("Punch List Items").

Landlord shall complete as soon as conditions practically permit all Punch 
List Items, and Tenant shall cooperate with Landlord in providing access as
may 
be required to complete such work in a normal manner.  Landlord shall permit 
Tenant access for installing Tenant's fixtures, communications systems,
computer 
equipment and appurtenances, and other equipment in portions of the Premises 
prior to substantial completion when it can be done without material 
interference with remaining work and with the maintenance of harmonious labor 
relations.

(b)     Tenant's Work.  Tenant will engage, at its expense (except as 
provided below), its own architect or engineer to produce plans and 
specifications ("Plans and Specifications") for the "build-out" of the
Premises 
required to prepare the Premises for the conduct of Tenant's business therein 
("Tenant's Work").  Without limiting the generality of the foregoing, Tenant's 
Work shall also include the construction of all (i) demising walls within or 
around the Premises; (ii) common bathrooms and the corridors leading thereto
and 
(iii) accessways leading to the Premises, excluding demising walls leading to 
the loading dock referred to in Section 1 above.  The Plans and Specifications 
shall set forth, among other things, (i) specifications for the use, operation 
and testing of Tenant's emergency generator and associated fuel tank and (ii) 
the items of Tenant's Work which Tenant shall be required to remove from the 
Premises at the expiration or earlier termination of this Lease ("Tenant's 
Removal Items").  Landlord shall provide, at Tenant's expense, temporary power 
to the Premises from existing sources during construction of Tenant's Work.

Prior to the commencement of Tenant's Work, Tenant shall deliver the Plans 
and Specifications to Landlord for its written approval, which approval shall 
not be unreasonably withheld or delayed.  Landlord shall respond to Tenant's 
request for approval of its Plans and Specifications within ten (10) business 
days after receipt thereof; the failure of Landlord to respond within said 
period shall constitute approval of the Plans and Specifications.  In the
event 
that Landlord shall not approve the Plans and Specifications, Landlord shall 
notify Tenant of its objections thereto.  Landlord and Tenant shall thereafter 
work cooperatively and in good faith to reach agreement upon mutually
acceptable 
Plans and Specifications.  Landlord shall not be deemed to be unreasonably 
withholding its consent to the Plans and Specifications if, among other
things:

(I)     the Plans and Specifications do not contain sufficient detail to 
enable Landlord to evaluate the effect including, without limitation, noise, 
vibration, odor and emissions, on the Building and Landlord's other tenants of 
Tenant's installation and testing of Tenant's emergency generator and
associated 
fuel tank (the "Generator Effect");

(ii)    the Generator Effect will, in Landlord's reasonable judgment, place 
the safety of the Building or Landlord's other tenants at risk; or

(iii)   Tenant's Work will, in Landlord's reasonable judgment, negatively 
effect the exterior appearance of the Building.

If, despite diligent and good faith efforts, Landlord and Tenant are 
unable to agree upon the Plans and Specifications within thirty (30) days
after 
Tenant has first submitted the Plans and Specifications to Landlord, then
either 
party shall have the right to terminate this Lease upon written notice to the 
other within five (5) days after the end of such thirty (30) day period,
without 
further recourse to either party.  If Tenant shall so exercise its right to 
terminate this Lease, then Tenant shall immediately reimburse Landlord for (i) 
the cost of Landlord's Work through the date of termination and (ii) all 
compensation paid to The Niles Company and CB Commercial Real Estate Group in 
connection with this Lease.

Submission of the Plans and Specifications to Landlord for approval shall 
be deemed a warranty by Tenant and Tenant's architect, jointly and severally, 
that all work described in the Plans and Specifications (i) complies with all 
applicable laws, regulations, building codes, and reasonable and prudent
design 
standards for a first-class building, (ii) does not in any manner affect the 
structural or exterior elements of the Building except as specifically
provided 
therein, and (iii) is in all respects compatible with the mechanical,
electrical 
and structural components and systems of the Building (including applicable 
loading limits).  Landlord's approval of the Plans and Specifications shall 
signify Landlord's consent to the work thereon only and shall not result in
any 
responsibility of Landlord concerning such work.

Tenant shall engage its own contractor, subject to Landlord's approval which 
approval shall not be unreasonably withheld or delayed, to perform Tenant's 
Work, at Tenant's sole cost and expense, and Tenant agrees to complete
Tenant's 
Work using reasonable speed and diligence.  Tenant shall not be responsible
for 
Landlord's own costs related to review, construction management or supervision 
fees, costs or expenses related to Tenant's Work.

All of Tenant's Work to the Premises shall conform to the approved Plans and 
Specifications and any changes thereto must be approved in writing by Landlord 
which approval shall not be unreasonably withheld or delayed.  Tenant's Work, 
together with all repairs required to be made by Tenant Pursuant to this
Lease, 
shall be made in a good and workmanlike manner Using first class materials and 
shall

comply with all applicable federal, state and local codes and ordinances.  
Tenant shall obtain all necessary permits from the appropriate governmental 
authorities, including, without limitation, any required Certificate of 
Occupancy.  The contractor, subcontractors and materialmen utilized by the 
Tenant to perform Tenant's Work shall be subject to Landlord's prior written 
approval which approval shall not be unreasonably withheld or delayed.  Tenant 
agrees not to create, incur or permit any lien or other obligation to exist 
against the Property or Landlord by reason of Tenant's Work and Tenant agrees
to 
hold Landlord harmless from and against any and all claims and demands by 
contractors or other third parties against the Property or Landlord relating
to 
or arising out of Tenant's Work.  Tenant will maintain insurance reasonably 
acceptable to Landlord during the performance of Tenant's Work, and copies of 
any such insurance policies will be provided to Landlord and any mortgagee of 
Landlord, naming Landlord and any such mortgagee of Landlord as additional 
insureds under such coverage.

Tenant's Work (except for Tenant's generator and associated fuel tank) shall
at 
once become part of the Property and belong to Landlord and Tenant shall have
no 
right or duty to remove same unless designated as Tenant's Removal Items.  Any 
damages so caused by the removal of any improvements made by Tenant, shall be 
immediately repaired by Tenant at its sole cost and expense.

(c)     Landlord makes no representation, express or implied, with respect to
this 
Lease (including, without limiting the generality of the foregoing, the 
suitability of the Premises for the Permitted Use or zoning thereof), except
as 
expressly contained herein.  Tenant has made its own investigation as to the
use 
of the Premises and will obtain any and all licenses or permits which would be 
required for the operation of Tenant's business.

(d)     All construction work required or permitted by this Lease, including 
Landlord's Work and Tenant's Work under this Section 7, shall be done in a
good 
and workmanlike manner and in compliance with all applicable laws, ordinances, 
regulations and orders and requirements of all public authorities and insurers 
of the Building.  Landlord, at its sole expense, shall procure all permits and 
licenses required by any governing authority having jurisdiction over the 
Building and the Premises to undertake and complete Landlord's Work under this 
Section 7, including building permits and any Certificate of Occupancy.  All
of 
Tenant's work shall be coordinated with any of Landlord's Work being performed 
by or for Landlord and in such manner as to maintain harmonious labor
relations.  
Each party may inspect the work of the other at reasonable times and shall 
promptly give notice of observed defects.  Each party authorizes the other to 
rely in connection with design and construction upon approval and other
actions 
on the party's behalf by any construction representative of the applicable 
party.

(e)     Except to the extent to which Tenant shall have given Landlord notice
of 
any matter in which Landlord has not performed Landlord's Work obligations
under 
this Section 7 not later than the end of the ninth full calendar month after
the 
Commencement Date (except for latent defects as to which the cut-off date
shall 
be the end of the twelfth full calendar month after the Commencement Date), 
Tenant shall be deemed conclusively to have approved Landlord's Work and shall 
have no

claim that Landlord has failed to per-form any of Landlord's obligations under 
this Section 7. Landlord agrees to correct or repair, at its expense. items 
which are then incomplete or do not conform to Landlord's Work contemplated in 
Exhibit B and as to which. in either case, Tenant shall have given notice to 
Landlord, as aforesaid.

8.      Improvements and Alterations:

(a)     During the Term of this Lease and following completion of Tenant's
Work, 
Tenant, at its own expense, may make non-structural alterations, additions and 
improvements (including, without limitation, interior painting and decorating) 
to the interior of the Premises which are necessary or appropriate for the 
conduct of Tenant's business with Landlord's prior written consent and in 
accordance with detailed working drawings and specifications describing such 
work which have been submitted in advance to, and approved in writing by, 
Landlord and with a contractor approved by Landlord.  Landlord's consent to
such 
alterations and approval of Tenant's contractor shall not be unreasonably 
withheld or delayed.  During the Term of this Lease, Tenant, at Tenant's own 
expense, may alter the existing curtain wall on any of the facades of the 
Premises to install louvers for additional outside air and/or exhaust air, at 
Tenant's option, but subject to Landlord's prior written consent (such consent 
not to be unreasonably withheld) and in accordance with detailed working 
drawings and specifications which have been submitted in advance to and
approved 
in writing by Landlord.  Tenant shall pay all costs of preparing plans,
drawings 
and specifications.  Such alterations, additions and improvements
(specifically 
excluding movable personal property installed by Tenant) are hereinafter 
collectively called the "Improvements".  All the Improvements, whether placed
in 
or attached to or made part of the Premises prior to or during the Term of
this 
Lease, shall become and be Landlord's property and, unless Landlord otherwise 
elects, shall be and remain part of the Premises as of the expiration or
earlier 
termination of the Lease.  Landlord shall notify Tenant in writing at the time 
Landlord approves Tenant's plans for Improvements of its election to require 
Tenant to remove any or all of its Improvements upon the expiration or earlier 
termination of this Lease.  Construction of the Improvements shall be
performed 
diligently and in a good and workmanlike manner and shall be expeditiously 
completed in compliance with all laws, ordinances, orders, rules, regulations 
and requirements.  All work done in connection with the Improvements shall 
comply with all requirements of insurance policies maintained by Landlord and 
Tenant.  Tenant, at its expense, shall procure all permits and licenses
required 
by any governing authority having jurisdiction over the Premises and the 
business to be conducted in the Premises.  Tenant shall promptly pay all costs 
and expenses of the Improvements and shall furnish indemnification bonds
against 
performance, liens, costs, damages and expenses in forms and amounts
reasonably 
satisfactory to Landlord, in connection with all alterations and Improvements. 

At the expiration or earlier termination of this Lease, Tenant shall remove
all 
of this personal property other than the Improvements, and, at the option of 
Landlord, Tenant shall remove any or all of the Improvements.  If Landlord 
elects to have Tenant remove the Improvements, Landlord shall not require 
removal of pipes, wires and the like from walls, ceilings or floors provided 
that Tenant properly cuts, caps and disconnects such pipes and wires and seals 
them off in a safe and lawful manner flush with the applicable wall, floor or 
ceiling and redecorates the area consistent with the remainder of the
Premises.  
Tenant shall maintain the

Improvements in a first class manner during the Term -of the Lease, as
extended, 
and shall be responsible for any and all damages to the Premises, the
fixtures, 
appurtenances and equipment of Landlord or the Building caused by the 
installation, malfunction or removal of the Improvements or Tenant's Property
as 
defined in Section 9 below.

(b)     In order to protect the historical and architectural integrity and 
appearance of the Building, Tenant shall not install any signs on the exterior 
of the Building or Premises or in the interior of the Premises if visible from 
the exterior of the Premises except as permitted by this paragraph or as 
approved in the Plans and Specifications.  All signs or lettering, if any, 
visible from the exterior of the Building or from the lobby, public corridors
or 
in any other common area or public place must be submitted by Tenant to
Landlord 
for prior written approval of the size, color, design, and location of such 
signs or lettering before installation.  Tenant may hang its own window blinds 
or curtains in the Premises subject to Landlord's prior written approval.

9.      Property of Tenant: Subject to the provisions of this Section 9,
Tenant 
may place fixtures, equipment, supplies and the like ("Tenant's Property") in 
the Premises.  Upon the expiration or sooner termination of this Lease, Tenant 
shall remove Tenant's Property and restore the Premises to its condition prior 
to installation of Tenant's Property ordinary wear and tear and loss by
insured 
casualty or condemnation excepted.  Tenant shall not place a load upon any
floor 
of the Premises exceeding the floor load per square foot area which such floor 
was designed to carry and which is allowed by law.  Machines and mechanical 
equipment and Tenant's other personal property shall be placed and maintained
by 
Tenant, at its expense, in settings sufficient to absorb and prevent
vibration, 
noise and annoyance and without overloading the electrical service available
to 
the Premises or to the Building.  Tenant covenants and agrees that all
Tenant's 
Property of every kind, nature and description which may be in or upon the 
Premises or Building, in the public corridors, or on the sidewalks, area ways 
and approaches adjacent thereto, during the Term and any movement of Tenant's 
Property, shall be at the sole risk and hazard of Tenant, and Tenant hereby 
indemnifies and agrees to save Landlord harmless from and against any
liability, 
loss, injury, claim or suit resulting directly or indirectly therefrom.

10.     Maintenance and Repair:

(a)     Tenant shall, at its sole cost and expense, maintain (i) the Premises, 
(ii) the common bathrooms and the corridors leading thereto, and (iii) the 
accessways leading to the Premises, (items (ii) and (iii) are referred to
herein 
as "Maintenance Areas'), in good order, condition and repair and shall make
all 
foreseen and unforeseen and ordinary and extraordinary changes and repairs 
required to keep the Premises and the Maintenance Areas in good repair and 
condition including, without limitation, repairs to vents, ducts, wires, fans, 
outlets, doors, locks, hardware, utility lines and facilities exclusively 
servicing the Premises and the Maintenance Areas, installations and equipment
on 
the roof installed by Tenant, electrical, plumbing and HVAC equipment 
exclusively serving the Premises and the Maintenance Areas, flooring, carpets, 
walls, ceilings, fixtures and exterior and interior

glass in the Premises and the Maintenance Areas and structural portions of the 
Building (including the roof) constructed or modified by or at the request of 
Tenant.  Tenant shall wash any dishes and perform any cleaning necessary to 
maintain the Premises and the Maintenance Areas in a clean and sanitary 
condition, free of all vermin, waste and fire hazards.  Tenant, at its own 
expense, shall supply and maintain all light bulbs, tubes, light fixtures, 
globes and switches or similar devices for lighting the Premises and the 
Maintenance Areas.

(b)     Except as provided in (a) above, Landlord shall (D keep the roof,
exterior 
walls and all structural portions of the Building so long as the same are not 
affected by Tenant's Work, and the plumbing lines and sewers, electrical
systems 
and utility service lines furnished by Landlord in good and serviceable 
condition and repair (except for any repair or replacement occasioned by any 
willful or negligent act or omission of Tenant, its servants, agents,
customers, 
contractors, employees or licensees) and provided further that Landlord shall 
not be obliged to repair any equipment or facilities serving the Premises
only; 
(ii) keep sidewalks, parking and landscape areas, common corridors, stairways, 
mechanical and electrical systems serving occupants of the Building other than 
Tenant (it being understood that Landlord shall not be obliged to repair any 
equipment or facilities exposed in the Premises or the Maintenance Areas or 
serving the Premises and the Maintenance Areas only), and all other public 
portions of the Building in serviceable repair and in a reasonably clean and 
safe condition and make repairs to all pipes, ducts, conduits, wires and 
appurtenant fixtures which run through Tenant's Premises but service other 
tenants, but not Tenant; and (iii) comply with applicable governmental rules, 
regulations, laws and ordinances affecting the Building, unless the violation
is 
caused by Tenant or Tenant's use of the Premises or Tenant's willful or 
negligent act or omission, in which case, compliance shall be at the expense
of 
the Tenant.  Landlord reserves the right to interrupt, curtail, stop and
suspend 
the furnishing of any services and the operation of the plumbing, electrical, 
heating, ventilating and air-conditioning system when necessary by reason of 
accident or emergency or for repairs, alterations, replacements or
improvements 
which may become necessary or when it cannot secure supplies or labor, or by 
reason of any other cause beyond its control, without liability or any
abatement 
of Basic Annual Rent, additional rent or other charges being due thereby.  If, 
due to causes within Landlord's reasonable control, services to the Premises
are 
interrupted or the operation of the plumbing, electrical or HVAC system is 
suspended for a period exceeding five (5) consecutive business days and such 
interruption or suspension renders all or a portion of the Premises unusable
for 
the Permitted Use, Tenant shall receive an equitable abatement of Rent for the 
period commencing on the sixth (6th) consecutive business ,day and ending on
the 
date such service is restored.

(c)     In the event Landlord fails to commence to repair a roof or ceiling
leak 
or other similar problem within twenty-four (24) hours following receipt of 
written notice from Tenant (which notice may be delivered by hand and then
given 
as set forth in Section 24), and diligently prosecute such repair to
completion, 
Tenant may, subject to the following conditions, cause the necessary repairs
to 
be performed at Landlord's expense.  With respect to Tenant's exercise of self 
help, the following shall apply: (i) Tenant may exercise such self help rights 
only in the event of an emergency wherein there exists an imminent-threat of 
damage or harm to persons or

property or cessation of operation of Tenant's switch facility; (ii) if Tenant 
elects to exercise its self help rights as set forth above, Tenant shall cure 
such defects as may be necessary to abate the emergency, even if such cure is 
temporary in nature, such that Landlord shall thereafter have the opportunity
to 
exercise a permanent cure; and (iii) Tenant agrees that the performance of any 
self help rights shall be limited to reasonable and competitive amounts.

11.     Services:

(a)     The Landlord shall provide:

(i)     Access to the Premises twenty-four (24) hours per day, 365 days per
year; 
provided, however, that outside normal business hours access shall be under 
conditions which will insure the security of the Building.

(ii)    Removal of snow and ice from the entry to and sidewalks of the
Building.

(b)     Landlord shall provide and maintain adequate connections with the
local 
water supply and sewerage systems.  Tenant shall install separate meters for 
Tenant's electrical and gas service and shall pay the cost of such meters and 
connections and shall pay the utility company directly for all fuel,
electrical, 
gas and other utilities (other than water) used by Tenant on the Premises and 
the Maintenance Areas.  With respect to water charges, Tenant shall pay
Landlord 
directly for Tenant's Share of the total amounts for the same within 30 days 
after billing by Landlord.  Upon request by Tenant, Landlord shall provide 
reasonable evidence indicating that all such charges for water are based upon 
compatible uses for all tenants in the Building.  Landlord agrees that, if any 
tenant of the Building (including Tenant) uses a disproportionate amount of 
water because of the specific nature of such tenant's business, Tenant's Share 
shall be equitably adjusted accordingly.

12.     Inspection: Landlord and its authorized representatives shall have the 
right, at all reasonable times and upon reasonable advance notice, to enter
the 
Premises to inspect the same (and at all times during an emergency), to make 
repairs or replacements therein as required by this Lease, to exhibit the 
Premises to prospective tenants, lenders or others; provided, however, that 
Landlord shall use all reasonable effort not to unduly disturb the Tenant's
use 
and occupancy.  Landlord shall not be liable to Tenant in any manner for any 
expense, loss or damage occurring by reason of the aforesaid entries, nor
shall 
the exercise of any such right be deemed an eviction or disturbance of
Tenant's 
use or possession.

13.     Casualty:

(a)     If the Premises, or any part thereof, shall be damaged by fire or
other 
casualty, Tenant shall give prompt notice to Landlord.  Upon receipt of such 
notice, Landlord (except as provided in subparagraph (b), (b)(i), (b)(ii), and 
(b)(iii)

below), shall proceed with reasonable diligence, and at its expense (but only
to 
the extent of insurance proceeds recovered or recoverable and made available
to 
Landlord by any mortgagee of the Building), to cause such damage to be
repaired 
and restored as nearly as possible to the condition in which they were 
immediately prior to the casualty.  All repairs to and replacements of
Tenant's 
Work, Tenant's Property and Improvements as defined in Section 8 shall be made 
by and at the expense of Tenant.

(b)     If the Premises, or any part thereof, shall have been rendered unfit
for 
use and occupation hereunder by reason of such damage, the Basic Annual Rent,
or 
a just and proportionate part thereof, according to the nature and extent to 
which the Premises shall have been so rendered untenantable, shall be
suspended 
or abated until the Premises (except Tenant's Work, the Improvements and 
Tenant's Property which are to be repaired by or at the expense of Tenant), 
shall have been restored as nearly as practicable to the condition in which
they 
were immediately prior to such fire or other casualty, provided that
restoration 
can be completed in accordance with applicable laws and regulations; provided, 
however that notwithstanding the foregoing, Tenant shall not be entitled to an 
abatement if the damage is by Tenant's Property and Improvements including, 
without limitation, any fuel tank or generator.  Landlord shall not be liable 
for delays in the making of any such repairs which are due to governmental 
regulations, casualties and strikes, unavailability of labor and materials,
and 
other causes beyond the control of Landlord, nor shall Landlord be liable for 
any inconvenience or annoyance to Tenant or injury to the business of Tenant 
resulting from reasonable delays in repairing such damage.  If the Premises
are 
damaged by fire or other casualty and said Premises shall not have been
restored 
to substantially the same condition which they were in prior to such fire or 
other casualty within one hundred eighty (180) days after such fire or other 
casualty or are not capable of being so restored, as reasonably determined- by 
an independent engineer selected by Landlord, then Tenant may terminate this 
Lease by notice to Landlord within fifteen (15) days after the end of said one 
hundred eighty (180) day period, without further recourse to either party.

(b)(i) If more than twenty-five percent (25%) of the Building is damaged by
such 
fire or other casualty, whether or not the Premises shall have been damaged by 
such fire or other casualty, or (ii) if more than fifty percent (50%) of the 
Premises is damaged by fire or other casualty, or (iii) if restoration cannot
be 
achieved on account of inadequate insurance proceeds, governmental
restrictions 
or otherwise, then this Lease and the Term hereof may be terminated at the 
election of Landlord by giving written notice of termination to the Tenant 
within sixty (60) days following such fire or other casualty, the termination 
date being specified in such notice as a date not less than thirty (30) days 
after the day on which such termination notice is given.  In the event of any 
such termination, this Lease and the Term hereof shall expire as of such 
effective termination date and the Basic Annual Rent shall be apportioned as
of 
such date.

14.     Condemnation - Eminent Domain:

(a)     If the Property, or any material part thereof, shall be taken or 
appropriated by eminent domain or shall be condemned for any public or quasi-
public use, or by reason of any transfer of all or any material part of the 
Building, or any

interest therein made in avoidance of such a taking or 'appropriation, or (by 
virtue of any taking, appropriation or condemnation) shall suffer any damage 
(direct, indirect or consequential) for which Landlord or Tenant shall be 
entitled to compensation, then (and in any such event) this Lease and the Term 
hereof may be terminated at the election of Landlord by giving a written
notice 
of termination to the Tenant within sixty (60) days following the date on
which 
Landlord shall have received notice of a taking, appropriation or
condemnation, 
or shall have effected such transfer.

If the entire Premises, or a portion thereof shall be so taken, appropriated, 
condemned or transferred, such that Tenant shall be precluded from effectively 
utilizing the Premises for its intended purpose, then (and in such event) this 
Lease and the Term hereof may be terminated at the election of Tenant by
giving 
a written notice of termination to Landlord within sixty (60) days following
the 
date on which Tenant shall have received notice of a taking, appropriation, 
condemnation, or on which Landlord shall have transferred such property.

Upon the giving of any such notice of termination by either Landlord or
Tenant, 
this Lease and the Term hereof shall terminate as of the date on which
Landlord 
or Tenant, as the case may be, shall be required to vacate any portion of the 
area so taken, appropriated or condemned or shall be deprived of the means of 
access thereto, provided, however, that Landlord in its notice of termination 
may 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 such termination, this Lease and the Term hereof 
shall expire as of such effective termination date and the Basic Annual Rent 
shall be apportioned as of such date.

(b)     If neither party elects to terminate this Lease and the Term hereof, 
Landlord shall, with reasonable diligence and at its expense (but only to the 
extent of the taking award recovered or recoverable and made available to 
Landlord by any mortgagees of the Building), restore the remainder of the 
Premises (but not the Improvements or any of Tenant's Property), as nearly as 
practicable to the condition thereof prior to such taking, appropriation or 
condemnation, in which event the Basic Annual Rent shall be adjusted in a
manner 
such that (i) a just proportion of the Basic Annual Rent, according to the 
nature and extent of the taking, appropriation or condemnation and the
resulting 
permanent injury to the Premises shall be permanently abated, and (ii) a just 
proportion of the remainder of the Basic Annual Rent, according to the nature 
and extent of the taking, appropriation or condemnation and the resultant
injury 
sustained by the Premises, shall be abated until what remains of the Premises 
(other than Tenant's Work, Improvements or any of Tenant's Property) shall
have 
been restored as fully as practicable for permanent use and occupation by
Tenant 
hereunder.  Landlord shall not be liable for any delays in such restoration 
which are due to governmental regulations, casualties, strikes, unavailability 
of labor or materials, or other causes beyond Landlord's control nor shall 
Landlord be liable for any inconvenience or annoyance to Tenant or injury to
the 
business of Tenant resulting from reasonable delays in such restoration.

Landlord expressly reserves to Landlord and Tenant hereby assigns to Landlord 
all rights to compensation and damages created, accrued or accruing by reason
of 
any taking, appropriation or condemnation, except for compensation

relating to Tenant's Property and for moving expenses, provided the same are 
separately awarded to Tenant without reduction of Landlord's award.

15.     Injury and Damage: Landlord shall not be liable for any injury or
damages 
to persons or property resulting from fire, explosion, falling plaster, steam, 
gas, electricity, electrical disturbance, water, rain or snow or leaks from
any 
part of the Building or from the pipes, appliances or plumbing works or from
the 
roof, street or subsurface or from any other place or by dampness or by any 
other cause of whatever nature, unless caused by or due to the act, omission, 
fault, negligence or misconduct of Landlord, or its agents, servants or 
employees; nor shall Landlord, its agents, servants or employees be liable for 
any such damage caused by other tenants or persons on the Property or caused
by 
construction operations of any private, public or quasi-public person; nor
shall 
Landlord be liable for any latent defect in the Premises or in the Building.

16.     Indemnification: Tenant hereby indemnifies and covenants to save
Landlord 
harmless from and against any and all claims, liabilities or penalties
asserted 
by or on behalf of any person, firm, corporation or public authority:

(i)     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 any person other than
Landlord 
or its servants, agents or employees;

(ii)    on account of or based upon any injury to persons, or loss of or
damage to 
property, sustained or occurring in or about the Property and other than on
the 
Premises (and, in particular, without limiting the generality of the
foregoing, 
on or about the elevators, stairways, public corridors, sidewalks, parking 
areas, concourses, arcades, approaches, area ways, roof or other
appurtenances and facilities used in connection with the Building or the 
Premises) arising out of the use and occupancy of the Building or the Premises 
by the Tenant or by any other person claiming by, through or under Tenant, and 
caused by the act, omission, fault, negligence or misconduct of Tenant or its 
servants, agents or employees, and in addition to and not in limitation of the 
foregoing subdivision (i); and

(iii)   on account of or based upon (including monies due on account of) any
work 
or thing whatsoever done (other than by Landlord or its contractors, or agents 
or employees of either) on the Premises during the Term and during the period
of 
time, if

any, prior to the Commencement Date when Tenant may have been given access to 
the Premises;

and, in respect of any of the foregoing, from and against all costs, expenses 
(including, without limitation, reasonable attorney's fees) and liabilities 
incurred in or in connection with any such claim, or any action or proceeding 
brought thereon.  If any action or proceeding be brought against Landlord by 
reason of any such claim, Tenant upon notice from Landlord shall at Tenant's 
expense resist and defend -such action or proceeding and employ counsel 
therefore reasonably satisfactory to Landlord, it being agreed that such
counsel 
as may act for insurance underwriters of Tenant engaged in such defense shall
be 
deemed satisfactory.

17.     Insurance:

(a)     Tenant covenants and agrees that from and after the date of delivery
of 
the Premises from Landlord to Tenant, and during the Term of this Lease,
Tenant 
will carry and maintain, at its sole cost and expense, the form of insurance 
hereinafter provided for:

(i)     Tenant shall keep in full force and effect Comprehensive General
Liability 
Insurance including Blanket Contractual, Personal Injury, Broad Form Property 
Damage, Products Liability, Completed Operations, Fire Legal Liability and 
Owned, Non-owned and Hired automobile coverages, naming Landlord and Tenant
and 
any designee of Landlord, as insured, with minimum limits of $1,000,000 for 
property damage, $1,000,000 for injury or death of one person and $3,000,000
for 
injury or death of more than one person in a single accident and from time to 
time thereafter shall not be less than such higher amounts as may reasonably
be 
required by Landlord for any and all claims for injury or damage to persons or 
property or for the loss of life or of property occurring upon, in or about
the 
Premises and the public portions of the Building used by Tenant, its
employees, 
agents, contractors, customers and invitees.  Tenant shall deposit a policy or 
policies of such insurance, or an approved certificate thereof issued by duly 
authorized agents or the carriers in question, with Landlord, at least ten
(10) 
days before the
Commencement Date and renewals of same and at least thirty (30) days prior to 
the expiration of any existing policies.  All such policies must provide that 
Landlord and any additional insured be provided with thirty (30) days prior 
written notice of cancellation, reduction, or material change by the insurer.

(ii)    Tenant shall keep in full force and effect All Risk insurance
including 
sprinkler leakage and floor and earthquake (if floor and earthquake exposure 
exists) and vandalism and malicious

mischief on a 100% replacement cost basis covering all contents, pictures and 
improvements.  Tenant shall deposit a policy or policies of such insurance, or 
an approved certificate thereof with Landlord, providing Landlord within
thirty 
(30) days notice of cancellation, reduction, or material change by the
insurer.

(iii)   Tenant shall keep in full force and effect Workers' Compensation
insurance 
as required by law and Employers' Liability coverage for a minimum of $100,000 
per occurrence.

(iv)    Tenant covenants to comply with any and all rules and regulations 
applicable to the Premises issued by the Board of Fire Underwriters or by any 
other body hereinafter constituted exercising similar functions and insurance 
companies writing policies covering the Premises.  Tenant shall pay all costs, 
expenses, claims, fines, penalties and damages imposed because of failure of 
Tenant to comply with this subsection (iv) and agrees to indemnify Landlord
from 
all liability with reference thereto.  Tenant shall, at its own cost and 
expense, procure and maintain each and every permit, license, certificate or 
other authorization and any renewals, extension or continuances of the same 
required in connection with lawful and proper use of the Premises for Tenant's 
business.

(b)     Tenant will not do, or omit to do, or keep anything in, upon or about
the 
Premises, the Building or any adjacent areas which may prevent the obtaining
of 
any fire, liability or other insurance upon or Written in connection with the 
Premises, the Building or such adjacent areas or which may make any such 
insurance void or voidable or otherwise invalidate the obligations of the 
insurer contained therein, or which may create any extra premiums or increase 
the rate of any such insurance over that normally applicable to office
buildings 
in the City of Waltham.  Tenant agrees to pay to Landlord, upon demand, the 
amount of any extra premiums or any increase in the rate of such insurance
which 
results from Tenant's use of the Premises, whether or not Landlord has
consented 
to such use.  In the event that the installation of Tenant's emergency
generator 
and associated fuel tank shall result in an increase in the rate of Landlord's 
insurance, than Tenant shall pay the amount of any such increase in insurance 
premium and such installation shall not give rise to an event of default 
hereunder.  If Tenant installs any electrical equipment in the Premises,
Tenant 
shall, at its expense, make whatever changes are necessary to comply with the 
requirements of the insurance underwriter or governmental authorities having 
jurisdiction, but such changes shall only be made in accordance with the 
provisions of this Lease.

(c)     Landlord agrees to maintain in force during the Term an all risk
property 
policy with 100% full replacement cost coverage.

18.     Waiver of Subrogation:

(a)     Tenant and Landlord covenant that with respect to all fire or extended 
coverage insurance carried by Tenant and Landlord in connection with the 
Premises or the Building, whether or not such insurance is required by the
terms 
of this Lease, such insurance shall provide for the waiver by the insurance 
carrier of any subrogation rights against the other party, its agents,
servants 
and employees under such party's insurance policies.

(b)     Notwithstanding any other provision of this Lease, (i) Landlord shall
not 
be liable to Tenant for any loss or damage, whether or not such loss or damage 
is caused by the negligence of Landlord, its agents, servants or employees, to 
the extent that such loss or damage is covered by valid and enforceable 
insurance carried by Tenant and containing subrogation waiver provisions 
pursuant to paragraph (a); and (ii) Tenant shall not be liable to Landlord for 
any loss or damage, whether or not such loss or damage is caused by the 
negligence of Tenant or its agents, servants or employees, to the extent that 
such loss or damage is covered by valid and enforceable insurance carried by 
Landlord and containing subrogation waiver provisions pursuant to paragraph
(a).

19.     Assignment, Mortgaging, Subletting:

(a)     Tenant covenants and agrees that neither this Lease, nor the Term, nor
the 
estate hereby granted, nor any interest herein or therein, will be assigned, 
mortgaged, pledged, encumbered or otherwise transferred, and that neither the 
Premises, nor any part thereof, will be encumbered in any manner by reason of 
any act or omission of Tenant, or used or occupied, or permitted to be used or 
occupied, by anyone other than Tenant and its employees, or for any use or 
purpose other than as above stated, or be sublet, or offered or advertised for 
subletting, without in each case, Landlord's prior written consent. 
Assignment 
shall include, without limitation, any transfer of the Tenant's interest in
the 
Lease by operation of law, merger or consolidation of the Tenant into any
other 
firm or corporation, and the transfer or sale of a controlling interest in 
Tenant, whether by sale of its capital stock or otherwise.  It is expressly 
understood and agreed that such consent may be withheld in Landlord's sole and 
absolute discretion; provided, however, Landlord's consent to a proposed 
assignment or subleasing shall not be unreasonably withheld or delayed.  
Landlord shall not be deemed to be unreasonably withholding its consent to
such 
a proposed assignment or subleasing if:

(a)     the proposed assignee or subtenant is not of a character consistent
with 
Tenant's use or the operation of a first-class office/retail building; or

(b)     the proposed assignee or subtenant is not of good character and 
reputation; or

(c)     the proposed assignee or subtenant does not possess adequate financial 
capability to perform the Tenant obligations as and when due or required; or

(d)     the proposed assignee or subtenant proposes to use the Premises (or
any 
part thereof) for a purpose other than the purpose for which the Premises may
be 
used as set forth in Section 2 hereof-, or

(e)     the character of the business to be conducted or the proposed use of
the 
Premises by the proposed assignee or subtenant shall (i) be likely to increase 
operating expenses for the Property beyond that which Landlord now incurs for 
use by Tenant, or (ii) violate or be likely to violate any provisions or 
restrictions contained herein relating to the use or occupancy of the
Premises; 
or

(f)     there shall be existing a default under this Lease as set forth in
Section 
20.

Tenant's request for consent shall include a copy of the proposed instrument
of 
assignment or sublease, if available, or else a statement of the proposed 
assignment or sublease in detail satisfactory to Landlord.  Landlord shall
have 
the option (but not the obligation), in lieu of granting its consent to a 
proposed assignment or sublease, to terminate the Lease, or that portion 
proposed to be assigned or subleased, effective upon the date of the proposed 
assignment or sublease by giving Tenant written notice of such termination.

Notwithstanding Landlord's consent to any assignment or sublease, the
liability 
of Tenant and of any guarantor of Tenant's obligations under this Lease shall 
remain primary and Landlord's acceptance of Basic Annual Rent, additional rent 
and other charges from persons other than Tenant shall not operate to
discharge 
or in any way diminish such liability.

In the event of any such assignment or subletting, Tenant shall deliver to the 
Landlord at the time of such assignment or subletting a written agreement from 
the assignee, or subtenant agreeing with Landlord to perform Tenant's 
obligations under the Lease.

If the Basic Annual Rent, additional rent and other charges payable to Tenant 
under such assignment or sublease exceed the Basic Annual Rent, the additional 
rent and other charges payable under this Lease, Tenant shall pay to Landlord, 
as additional rent, one half of the amount of the excess.  Landlord's
acceptance 
of a check in payment of any obligations of Tenant under this Lease from a 
person other than Tenant shall not be construed as an implied consent by 
Landlord to an assignment of this Lease or subletting under it.

Any assignment of this Lease made hereunder shall be upon the express
condition 
that the assignee and Tenant shall promptly execute, acknowledge and deliver
to 
Landlord an agreement in form and substance satisfactory to Landlord whereby
the 
assignee shall agree to be personally bound by the terms, covenants,

and conditions of this Lease on Tenant's part to be performed and whereby the 
assignee shall expressly agree that the provisions of this Section shall, 
notwithstanding such assignment or transfer, continue to be binding upon it
with 
respect to all future assignments and transfers.

Any sublease of the Premises, or any part thereof, shall be expressly subject
to 
the terms of this Lease and shall contain the agreement of the subtenant 
thereunder that, upon Landlord's written request, it will pay all rents under 
the sublease directly to Landlord.

The provisions of this Section shall also be applicable to any sublease or
assignment by any sublessee or assignee or other person(s) or entity deriving 
its interest through Tenant.

(b)     If this Lease shall be assigned, or if the Premises or any part
thereof be sublet or occupied by anybody other than Tenant and its employees, 
Landlord, after default by Tenant hereunder, may collect the rents from such 
assignee, subtenant or occupant, as the case may be, and apply the net amount 
collected to the Basic Annual Rent herein reserved, but no such assignment, 
subletting, occupancy or collection shall be deemed a waiver of the
requirements 
set forth in subparagraph (a) of this Section, the acceptance by Landlord of 
such assignee, subtenant or occupant, as the case may be, as a tenant, or a 
release of Tenant from the future performance by Tenant of its covenants, 
agreements and obligations contained in this Lease.  The consent by Landlord
to 
an assignment or subletting shall not in any way be construed to relieve
Tenant 
from obtaining the express consent in writing of Landlord to any further 
assignment or subletting.  No assignment, subletting or use of the Premises 
shall affect the purpose for which the Premises may be used as stated in
Section 
2.

(c)     The listing of any name other than that of Tenant, whether on the
doors of 
the Premises or on the Building directory, or otherwise, shall not operate to 
vest any right or interest in this Lease or in the Premises or be deemed to be 
the written consent of Landlord mentioned in this Section, it being expressly 
understood that any such listing is a privilege extended by Landlord revocable 
at will by written notice to Tenant.

(d)     Tenant further covenants and agrees that it will not sublease space
from 
or take an assignment of a lease covering space in the Building from any other 
Building tenant or sublease to or assign this Lease to any other Building 
tenant.

(e)     Any reasonable legal expenses incurred by Landlord by reason of any 
proposed assignment or subletting shall be paid by Tenant whether or not the 
transaction shall be consummated.

Notwithstanding anything contained herein to the contrary, so long as MFS 
Intelenet of Massachusetts, Inc. or any Related Entity (as hereafter defined)
is 
the Tenant in possession of the Premises, Tenant shall have right, without the 
consent or approval of Landlord, and without any recapture rights or right to 
excess rents of, or payments of any fees to, Landlord:

(i)     assign its interest in this Lease (a) to any corporation which is a 
successor to Tenant either by merger or consolidation, or (b) to a purchaser
of 
all or substantially all of Tenant's stock or assets, or (c) to a corporation
or 
other entity which shall directly or indirectly control, be under the control 
of, or be under common control with, MFS Intelenet of
Massachusetts, Inc. or MFS Communications Company, Inc. (any such entity being
a 
"Related Entity"), provided that any such assignee has a net worth greater
than 
the higher of the net worth of Tenant on (1) the date hereof or (2) the date
of 
such assignment, or

(ii)    sublease all or any portion of Premises to a Related Entity.

For purposes hereof, "control" shall be deemed to mean the direct or indirect 
ownership of more than fifty percent of the outstanding voting stock of a 
corporation or other majority equity and control interest if not a
corporation.  
Without limiting the foregoing, the collocation of telecommunications
equipment 
in the Premises not owned by Tenant shall not constitute a prohibited
assignment 
of sublease or require the consent of Landlord.

20.     Default:

(a)     If Tenant shall default in the payment of the Basic Annual Rent, 
additional rent, or any other charges or sums due hereunder and such default 
shall continue for ten (10) days (after notice from Landlord to Tenant; 
provided, however, that Landlord shall not be required to give such notice
more 
than one time in any Lease Year), or if Tenant shall default in the
performance 
of any other of its obligations and such default shall continue for thirty
(30) 
days after written notice thereof by Landlord to Tenant (except that if Tenant 
cannot reasonably cure any such default within said thirty (30) day period,
this 
period may be extended for a reasonable period of time not exceeding thirty
(30) 
additional days, provided that Tenant commences to cure such default within
the 
thirty (30) day period and proceeds diligently thereafter to effect such
cure), 
or if Tenant or the Guarantor (as such term is defined in Section 36 hereof) 
shall file a petition under any bankruptcy, insolvency law or code, or if such
a 
petition filed against Tenant or Guarantor is not dismissed within sixty (60) 
days, or if Tenant or Guarantor shall be adjudicated bankrupt or insolvent 
according to law, or if Tenant or Guarantor shall make any assignment for the 
benefit of creditors, or if Tenant or Guarantor shall file any petition
seeking 
a reorganization, arrangement or similar relief, or if a receiver, custodian, 
trustee or similar agent is appointed for all or a substantial portion of 
Tenant's or Guarantor's assets, or if Tenant's interest in this Lease is taken 
upon execution or other process of law in any action against Tenant or if the 
Guarantor shall attempt to rescind or terminate the Guaranty (as such term

is defined in Section 36 hereof), then Landlord may lawfully enter the
Premises 
and repossess the same as the former estate of Landlord, or terminate this
Lease 
by written notice to Tenant and. in either event, expel Tenant and those 
claiming through or under Tenant, and remove their effects, without being
deemed 
guilty of any manner of trespass and without prejudice to any other remedy
which 
Landlord may have for arrears of Basic Annual Rent and additional rent and
other 
charges and sums due hereunder or proceeding on account of breach of covenant, 
and upon entry or notice as aforesaid, this Lease shall terminate.

In addition, Tenant covenants, in case of any default by Tenant hereunder, to 
pay Landlord all costs of enforcing Landlord's rights under this Lease 
(including, without limitation, reasonable attorneys' fees and actual out-of-
pocket expenses), reletting expenses (including without limitation, the costs
to 
prepare the Premises for a new tenant) and brokerage fees, and in addition, 
liquidated damages of any one of the following elected by Landlord: (i) the 
amount by which, at the termination of the Lease, the then present value
(using 
as a discount factor the current interest rate on U.S. Treasury bills having a 
maturity equivalent to the unexpired Term of the Lease) of the aggregate of
the 
Basic Annual Rent (including, without limitation, the Real Estate Tax and 
Operating Cost payments -projected on the basis of experience under this
Lease) 
and other sums payable hereunder projected over a period from such termination 
until the normal expiration date of the Term, exceeds the then present value 
(using as a discount factor the current interest rate on U.S. Treasury bills 
having a maturity equivalent to the unexpired Term of the Lease) of the 
aggregate projected fair market rental value of the Premises for such period,
or 
(ii) an amount equal to the Basic Annual Rent, plus Operating Costs and Real 
Estate Tax payments projected on the basis of experience under this Lease not
so 
terminated (subject to off-set for net rents actually received from reletting 
after subtraction of the expenses of reletting), payable upon the due dates as 
specified herein.

(b)     Landlord may bring legal proceedings for the recovery of such damages,
or 
any installments thereof, from time to time at its election, and nothing 
contained herein shall be deemed to require Landlord to postpone suit until
the 
date when the Term of this Lease would have expired if it had not been 
terminated hereunder.

(c)     Nothing herein contained shall be construed as limiting or precluding
the 
recovery by Landlord from Tenant of any sums or damages (including, without 
limitation, reasonable attorney's fees and expenses) to which, in addition to 
the damages particularly provided above, Landlord may lawfully be entitled by 
reason of any default hereunder on the part of Tenant.  Landlord and Tenant 
agree that, for the purpose of computing liquidated damages, the Real Estate
Tax 
and Operating Cost payments for the period between the termination of this
Lease 
pursuant to this Section and the normal expiration date shall be computed by 
multiplying the Real Estate Tax and Operating Cost payment for the year 
immediately preceding the year in which termination occurs times the number of 
years and any fraction thereof

remaining of the full Term (as it may have been extended hereunder) hereby 
granted on the assumption that the amount of such Real Estate Tax and
Operating 
Cost payments for the immediately preceding year would have remained constant 
for each subsequent year during the entire Term of this Lease (as it may have 
been extended hereunder).  This same principle shall apply to the twelve (12) 
month period following termination if Landlord shall elect to recover under 
(iii) above.  If this Lease and the Term shall terminate pursuant to this 
Section prior to the determination of the initial Real Estate Tax and
Operating 
Cost payments, such payments shall be reasonably estimated by Landlord, at its 
sole discretion.  Landlord shall not be obligated to mitigate its damages, but 
shall market the Premises for lease with the broker then marketing space in
the 
Building.

(d)     Payments of Basic Annual Rent, additional rent, Real Estate Taxes, 
Operating Cost payments and any other obligations of Tenant which are not paid 
on the date due shall, at the option of Landlord, bear interest at the rate 
equal to the "Base Rate" from time to time established by The First National 
Bank of Boston, plus two (2) percent per annum from the due date.

21.     Landlord's Right to Cure: If Tenant shall default in the observance or 
performance of any term, covenant or condition on its part to be observed or 
performed under this Lease, Landlord, without being under any obligation to do 
so and without thereby waiving such default, may remedy such default for the 
account and at the expense of Tenant, immediately and without notice in case
of 
emergency, or in any other case, if Tenant shall fail to remedy such default 
with all reasonable diligence within the time set forth under Section 20 and 
after Landlord shall have notified Tenant of such default.  If Landlord makes 
any expenditures or incurs any obligations for the payment of money in 
connection therewith, including, but not limited to, reasonable attorney's
fees, 
such sums paid or obligations incurred, with interest at the rate of interest 
set forth in Section 20(d), shall be paid to Landlord by Tenant as additional 
rent hereunder.

22.     Subordination: This Lease is subject and subordinate in all respects
to 
all existing mortgages and ground leases and other matters of record and, 
provided Tenant is provided with a so-called non-disturbance agreement to all 
mortgages and ground leases which may hereafter be placed on or affect this 
Lease, the Property, or Landlord's interest or estate therein, and to each 
advance made or hereafter to be made under any such mortgages, and to all 
renewals, modifications, consolidations, replacements and extensions thereof
and 
all substitutions therefor.  This Section shall be self-operative and no
further 
instrument of subordination shall be required.  In confirmation of such 
subordination, Tenant shall execute and deliver promptly any certificate 
acknowledging or confirming such subordination that Landlord or any mortgagees 
or their respective successors in interest may request.  Notwithstanding the 
foregoing, any mortgagee may elect at any time to subordinate its mortgage to 
this Lease in whole or in part.  In the event of an assignment to any
mortgagee 
of this Lease or any payments due hereunder, such mortgagee shall have no 
liability for Landlord's obligations unless the

same shall have been expressly assumed in writing by such mortgagee or unless 
such mortgagee shall have obtained indefeasible title to the Property.  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 such release or termination unless 
Tenant shall have given written notice thereof to any mortgagee whose address 
has been furnished to Tenant, and such mortgagee, after receipt of such
notice, 
has failed to correct the condition complained of within a reasonable time 
thereafter, including such time as may be necessary in order to obtain 
possession of the Property.

Simultaneously with the execution of this Lease, Landlord shall provide Tenant 
with a so-called Non-Disturbance Agreement from the current holders of all 
existing mortgages or ground leases on or respecting the Property, which Non-
Disturbance Agreement shall be in the form currently used by the holders of
the 
first mortgage.

23.     Surrender of Possession: Holdover:

(a)     At the expiration or earlier termination of the Term of this Lease, as
it 
may have been extended hereunder, Tenant will remove Tenant's property, 
equipment and trade fixtures and shall peaceably yield up to Landlord the 
Premises in the same condition as they were on the Commencement Date, together 
with the Improvements made pursuant to Section 7 hereof (unless otherwise 
requested by Landlord pursuant to the provisions of this Lease), except for 
reasonable wear and tear and damage by fire or other casualty covered by 
Landlord's insurance or condemnation.

(b)     If Tenant remains in the Premises beyond the expiration or
earlier termination     of the Term of this Lease, as it may have been validly
extended hereunder,     such holding over shall not be deemed to create any
tenancy, but the Tenant shall be a Tenant-at-Sufferance only and shall pay
rent 
to Landlord at the times and manner determined by Landlord at a daily rate in
an 
amount equal to one and one half (1-1/2) times the daily rate of the Basic 
Annual Rent, additional rent and other sums payable under this Lease as of the 
last day of the Term of this Lease, as it may have been validly extended 
hereunder.

24.     Notices: All notices or other communications which are required or 
permitted herein shall be in writing and be given by sending by overnight 
prepaid air courier utilizing receipt or by registered or certified mail, 
postage prepaid, return receipt requested, addressed to the parties as
follows:

IF TO LANDLORD:              c/o WASA Management
30 Federal Street
Boston, Massachusetts 02110

with a copy to: Andrew M., Pearlstein, Esq.
Goldstein & Manello, P.C.
265 Franklin Street
Boston, Massachusetts 02110

IF TO TENANT:   MFS Intelenet of Massachusetts, Inc. 580 Winter Street
Waltham, Massachusetts

with a copy to: c/o MFS Telecom, Inc.
One Tower Lane, Suite 1600
Oakbrook Terrace, Illinois 60181 Attn: Real Estate & General Counsel

or at such other address as the party to whom notice is to be given may have 
furnished to the other party in writing in accordance herewith.  Any such 
communication shall be deemed to have been given on the business day after 
dispatch if sent by overnight air courier (unless the receipt shows otherwise) 
or on the fifth business day after posting if sent by mail.

25.     Rules and Regulations: Tenant will faithfully observe and comply with
such 
rules and regulations as Landlord may now have or hereafter at any time or
from 
time to time may make and may communicate in writing to Tenant, which in the 
judgment of Landlord shall be necessary for the reputation, safety, care or 
appearance of the Building, or the preservation of good order therein, or the 
operation or maintenance of the Building, or any equipment relating thereto,
or 
the comfort of tenants or others in the Building (the "Rules and
Regulations").  
Set forth on Exhibit C attached hereto are the Rules and Regulations in effect 
as of the date of execution of this Lease.  If this Lease shall conflict with 
any such Rules and Regulations, the provisions of this Lease shall control.  
Landlord shall not have any duty or obligation to enforce the Rules and 
Regulations or the terms, covenants or conditions in any other lease as
against 
any other tenant (but Landlord shall not enforce the Rules and Regulations in
a 
discriminatory manner) and Landlord shall not be liable to Tenant for
violation 
of the same by other tenants, their servants, employees, agents, visitors, 
invitees or licensees.

26.     Quiet Enjoyment: The Tenant, on paying Basic Annual Rent, additional
rent 
and other sums payable hereunder and performing the covenants of this Lease on 
its part to be performed, shall and may peaceably and quietly have, hold and 
enjoy the Premises for the Term of this Lease (as it may have been extended 
hereunder) free from hindrance or molestation by any person claiming by,
through 
or under Landlord.

27.     Limitation of Landlord's Liability: The term "Landlord", as used in
this 
Lease, so far as covenants or obligations to be performed by Landlord are 
concerned, shall be limited to mean and include only the owner or owners at
the 
time in question of the Property, and in the event of any transfer or
transfers 
of title to said Property, the Landlord herein named (and in case of any

subsequent transfers or conveyances, the then grantor) shall be automatically 
relieved from and after the date of such transfer or conveyance of all
liability 
as respects the performance of any covenants or obligations on the part of the 
Landlord contained in this Lease thereafter to be performed, it being intended 
hereby that the covenants and obligations contained in this Lease on the part
of 
Landlord shall, subject as aforesaid, be binding on the Landlord, its
successors 
and- assigns, only during and in respect of their respective successive
periods 
of ownership of the Property.  Tenant, its successors and assigns, agrees it 
shall not assert nor seek to enforce any claim for breach of this Lease
against 
any of Landlord's assets other than Landlord's interest in the Property and in 
the rents, issues and profits thereof, and Tenant agrees to look solely to
such 
interest for the satisfaction of any liability of or claim against Landlord 
under this Lease, it being specifically agreed that in no event whatsoever
shall 
Landlord (which term shall include, without limitation, any beneficiary of any 
trust of which Landlord is a trustee or any general or limited partners of 
Landlord if Landlord is a general or limited partnership), ever be personally 
liable for any such liability.  In no event shall Landlord be liable for any 
indirect or consequential damages, including without limitation, loss of 
profits, loss of business, damage to reputation or loss of rental under any 
sublease or assignment arrangement.  Nothing contained herein shall prohibit
any 
action by Tenant against Landlord for, specific performance.

28.     Binding Agreement: This Lease shall bind and inure to the benefit of
the 
parties hereto and such respective heirs, representatives, successors or
assigns 
as are permitted by this Lease.  This Lease contains the entire agreement of
the 
parties and may not be modified except by an instrument in writing.

29. Notice of Lease: Tenant agrees that it will not record this Lease.
Landlord and Tenant shall, upon request of either, execute and deliver a
notice 
of this
Lease in such recordable form as may be permitted by applicable statute.

30.     Brokerage: Landlord and Tenant each represents and warrants to the
other 
that it has dealt with no broker except The Niles Company and CB Commercial
Real 
Estate Group, Inc. in connection with this transaction.  Landlord hereby
agrees 
to pay all compensation which may be due by it to The Niles Company and CB 
Commercial Real Estate Group, Inc. as set forth in a separate agreement. 
Tenant 
agrees to hold harmless and indemnify Landlord from and against any and all 
costs, (including without limitation reasonable attorneys' fees), expenses, or 
liability for any compensation, commissions and/or charges claimed by any
other 
broker or agent claiming to have dealt with Tenant in connection with this
Lease 
or the negotiation thereof.

31.     Claims in Bankruptcy: Nothing herein shall limit or prejudice the
right of 
Landlord to prove and obtain in a proceeding for bankruptcy, insolvency, 
arrangement or reorganization, by reason of the termination, an amount equal
to 
the maximum allowed by a statute of law in effect at the time when, and 
governing the proceedings in which, the damages are to be proved, whether or
not 
the amount is greater to, equal to, or less than the amount of the loss or 
damage which Landlord has suffered.

32.     Estoppel Certificates: At Landlord's request, from time to time,
Tenant 
agrees to execute and deliver to Landlord within ten (10) days after requested 
to do so by Landlord, a certificate which acknowledges tenancy and possession
of 
the Premises and recites such other facts concerning any provision of the
Lease 
or payments made under the Lease including, without limitation, the date to 
which rents have been paid, the amount of any security deposit, and whether 
Landlord is then in default in the performance of any obligation of Landlord 
under the Lease which a mortgagee or lender or a purchaser or prospective 
purchaser of the Building or any interest therein or any other party may 
reasonably request.


33.     General Provisions:

(a)     The various rights and remedies contained in this Lease and reserved
to 
each of the parties shall not be exclusive of any other right or remedy of
such 
party, but shall be construed as cumulative and shall be in addition to every 
other remedy now or hereafter existing at law, in equity, or by statute.  No 
delay or omission of the right to exercise any power by either party shall 
impair any such right or power, or shall be construed as a waiver of any
default 
or as acquiescence in any default.  No covenant, term or condition shall be 
deemed waived by Landlord except by a writing.  One or more waivers of any 
covenant, term or condition of this Lease by either party shall not be
construed 
by the other party as a waiver of a subsequent breach of the same covenants, 
terms or conditions or any other covenant, term or condition.  The consent or 
approval of either party to or any act by the other party of a nature
requiring 
consent or approval shall not be deemed to waive or render unnecessary consent 
to or approval of any subsequent similar act.

No payment by Tenant, or acceptance by Landlord, of a lesser amount than shall 
be due from Tenant to Landlord shall be treated otherwise than as a payment on 
account.  The acceptance by Landlord of a check for a lesser amount with an 
endorsement or statement thereon, or upon any letter accompanying such check, 
that such lesser amount is payment in full, shall be given no effect, and 
Landlord may accept such check without prejudice to any other rights or
remedies 
which Landlord may have against Tenant.

(b)     Payments to Landlord under this Lease are rental for the use of the 
Premises, and nothing herein contained shall be deemed or construed to make 
Landlord a partner or associate of Tenant in the conduct of any business, nor
as 
rendering Landlord liable for any debts, liabilities or obligations incurred
by 
Tenant in the conduct of any business, it being expressly agreed that the 
relationship between the parties is, and shall at all times remain, that of 
landlord and tenant.

(c)     All amounts payable by Tenant to Landlord under any provision of this 
Lease other than Basic Annual Rent shall be deemed to be additional rental for 
the use of the Premises, and Landlord shall have the same remedies for the 
nonpayment of such amounts as for the nonpayment of Basic Annual Rent.

(d)     Where the words "Landlord" and "Tenant" are used in this Lease, they
shall 
include Landlord and Tenant and shall apply to persons, both men and women, 
associations. partnerships and corporations, and in reading this Lease, the 
necessary grammatical changes required to make the provisions hereof mean and 
apply to them shall be made in the same manner as if written into the Lease.

(e)     Tenant hereby declares that in entering into this Lease, Tenant relied 
solely upon the statements contained in this Lease and fully understanding
that 
no agents or representatives of Landlord have authority to in any manner
change, 
add to or detract from the terms of this Lease.  Landlord shall not be deemed
to 
have made any other representations or agreements, express or implied.

(f)     The invalidity of one or more of the provisions of this Lease shall
not 
affect the remaining portions of this Lease; and, if any one or more of the 
provisions of this Lease should be declared invalid by final order, decree or 
judgment of a court of competent jurisdiction, this Lease shall be construed
as 
if such invalid provisions had not bee included in this Lease.

(g)     If Tenant shall be two or more persons or entities, each such person
shall 
be jointly and severally liable for the payment of all sums due to Landlord
from 
Tenant under this Lease and the performance of all of Tenant's covenants, 
agreements, or obligations under this Lease.

(h)     If either Landlord or Tenant shall be delayed or prevented from the 
performance of any act required hereunder by reason of acts of God, strikes, 
lockouts, labor troubles, inability to procure materials, restrictive 
governmental laws or regulations or other cause without fault beyond their 
control (financial inability and Tenant's obligation to pay Rent excepted), 
performance of such acts shall be excused for the period of such delay and the 
period for the performance of any act shall be extended for a period
equivalent 
to the period of such delay.

(i)     Where the word "Term" is used in this Lease, it shall also include the 
word "Extended Term" as the context shall so require.

(j)     Whenever the approval or consent of Landlord is required hereunder,
such 
approval or consent may be withheld or conditioned in Landlord's sole
discretion 
unless expressly otherwise set forth.

34.     Landlord's Reservation of Rights to Change the Property: Landlord
hereby 
expressly reserves the right, at any time and from time to time, but not any 
obligation, to alter, or otherwise modify (or eliminate) the locations, 
features, configuration and/or dimensions of all buildings, improvements, 
parking areas, approaches, roadways, service drives, entries, exits, curb
cuts, 
fire lanes, sidewalks, alleys, isles, islands, planted and landscaped areas, 
public restrooms, if any, and other facilities, areas or improvements
contained 
from time to time as a part of the Property, to raise buildings, or construct 
additional buildings and improvements on the Property, including, without 
limitation, one or more additional floors on the Building, to change the size, 
location or arrangement of the common areas, to place and remove in the 
corridors and other common areas, landscaping, decorative items

and structures for retail sales, promotional activities, or for any other 
reasonable purpose; provided that the exercise of Landlord's rights hereunder 
shall not materially and adversely affect the Premises or Tenant's use thereof 
for the Permitted Use.

35.     Environmental Matters: Tenant shall, at all times, comply with all 
applicable federal, state, and local environmental and other laws, ordinances, 
orders or regulations now or hereafter affecting or applicable to the Premises 
or the operation of Tenant's business at the Premises or the Property
including, 
without limitation, with respect to the operation and testing of Tenant's 
emergency generator and associated fuel tank (the foregoing laws, ordinances, 
orders, and regulations are hereinafter collectively referred to as 
"Environmental Laws").  Notwithstanding anything in this Lease to the
contrary, 
and without limiting the generality of the foregoing, Tenant shall not,
without 
Landlord's prior written consent, and subject to such conditions as may be 
imposed by Landlord and in strict compliance with all Environmental Laws, use, 
store, manufacture or otherwise generate, process, dispose of, or deposit in,
on 
or under the Property or into any septic, sewer, drainage or other system 
servicing the Property or suffer or permit the use, storage, manufacture or 
other generating, processing, disposal of or depositing in, on or under the 
Property or any septic, sewer, drainage or other system servicing the Property 
(collectively, "Dealing With or Dealt With"), any oil, grease, chemical, 
hazardous or dangerous substance regulated by any public authority
(hereinafter 
referred to as "Hazardous Substances") at, in, upon or under the interior or 
exterior of the Premises, or the Property, whether or not above or below
ground, 
or in any pipes, mains, conduits or ducts thereof or thereat.  In connection 
with any Tenant request for Landlord consent hereunder, Tenant shall provide 
Landlord with such data, specifications and professional opinions as Landlord 
may reasonably request.

Tenant does hereby agree to indemnify, defend, and save and hold harmless 
Landlord from all claims, actions, hens, demands, costs, expenses, fines and 
judgments resulting from or arising by reason of the following: (i) any spills 
or contamination of air, soil or water or otherwise by Hazardous Substances at 
or around the Premises or the Property or upon removal therefrom caused by 
Tenant, its agents, servants, employees, contractors or invitees; (ii) the 
violation of any Environmental Laws by Tenant or its agents, servants, 
employees, contractors or invitees; and (iii) the violation of any of the 
provisions of this Section of this Lease by Tenant or its agents, servants, 
employees, contractors or invitees, in any case, including, without implied 
limitation, reasonable engineering, attorney's and other professional fees and 
expenses for evaluating, and/or curing the same and for consulting,
engineering, 
defending against any such claims or removing such .Hazardous Substances, and 
for enforcing this indemnification.

Upon ten (10) days prior written request from Landlord, Tenant shall execute, 
acknowledge and deliver to Landlord or to landlord's mortgagee(s), or to such 
other persons or parties as Landlord shall from time to time designate, a 
written statement in form and specifics satisfactory to Landlord certifying
that 
Tenant has not been (or to what extent Tenant has been) Dealing With or Dealt 
With any Hazardous Substances on or about the Premises or the Property and
that 
any Hazardous Substances used, processed or generated at the Premises or by it 
at the Property

have been used or removed and disposed of properly, and of Tenant's strict 
compliance with this Section.

36.     Guaranty: all be guaranteed The obligations of the Tenant hereunder
shall 
be guaranteed by MFS Communications Company, Inc. (the "Guarantor") pursuant
to 
a Guaranty to be executed by Guarantor simultaneously with the execution of
this 
Lease substantially in the form of Exhibit "D" attached hereto (the
"Guaranty").

37.     Right of First Offer: So long as this Lease is in full force and
effect 
and Tenant is not in default under Article 20 beyond the applicable grace 
periods set forth in Section 20(a), Tenant shall have a right of first offer, 
pursuant and subject to the following terms and conditions, to lease any 
rentable area contiguous to the Premises on the first floor of the Building 
except for the space shown on Exhibit A and marked "Exempt Space".  In the
event 
that, at any time during the Term, any such area becomes or is to become
vacant, 
and Landlord desires to lease said area other than to its then current
occupant 
(if any), Landlord shall first made a written offer to lease said area to 
Tenant, stating the rent that Landlord will accept and all other material
terms 
and conditions of the proposed lease (which rent and other terms and
conditions 
shall be consistent with other offerings then being made by Landlord for 
comparable space in the Building), and Tenant shall have a right of first
offer 
(subject to any similar right or option which may heretofore have been given
to 
another tenant) to lease said area by giving notice to Landlord to such effect 
within ten (10) days after notice of such offer from Landlord.  If such notice 
is not so given by Tenant, then Landlord shall be free to lease said area to 
anyone and Tenant shall have no further recourse with respect thereto except
in 
the event that, subsequent to the leasing of said area to a third party, said 
area again becomes available for rental as hereinabove set forth.  In any case 
in which Tenant shall have waived said right of first offer or said right
shall 
have expired, Tenant shall, upon request of Landlord, execute and deliver in 
recordable form an instrument indicating such waiver or expiration, which 
instrument shall be conclusive in favor of all persons relying thereon in good 
faith.

IN WITNESS WHEREOF, the parties hereto have executed this Lease in multiple 
counterparts, the original as a sealed instrument on the day and year first 
above written.

LANDLORD:

580 Winter Street Corp.

By:             /s/

TENANT:
MFS Intelenet of
Massachusetts, Inc.

BY:             /s/
its             hereunto
duly authorized



EXHIBIT "C"

Rules and Regulations

1.      The sidewalks, entrances, passages, courts, elevators, vestibules, 
stairways, corridors or halls of the Building shall not be obstructed or 
encumbered or used for any purpose other than ingress and egress to and from
the 
premises demised to any tenant or occupant.

2.      No awnings or other projections shall be attached to the outside walls
or 
windows of the Building without the prior consent of Landlord.  No curtains, 
blinds, shades, or screens shall be attached or hung in, or used in connection 
with, any window or door of the premises demised to any tenant or occupant, 
projections, curtains, blinds, shades, screens, or other fixtures permitted by 
Landlord must be of a quality type, design and color, and attached in a
manner, 
approved by Landlord.

3.      No sign, advertisement, object notice or other lettering shall be 
exhibited, inscribed, painted or affixed on any part of the outside or inside
of 
the premises demised to any tenant or occupant of the Building without the
prior 
consent of Landlord.  Interior signs on doors and directory tables, if any, 
shall be of a size, color and style approved by Landlord.

4.      The sashes, sash doors, skylights, windows and doors that reflect or
admit 
light and air into the halls, passageways or other public places in the
Building 
shall not be covered or obstructed, nor shall any bottles, parcels, or other 
articles be placed on any window sills.

5.      No show cases or other articles shall be put in front of or affixed to
any 
part of the exterior of the Building, nor placed in the halls, corridors, 
vestibules or other parts of the Building without Landlord's prior consent.

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

7.      No tenant or occupant shall mark, paint, drill into, or in any way
deface 
any part of the Building or the premises demised to such tenant or occupant. 
No 
boring, cutting or stringing of wires shall be permitted, except with the
prior 
consent of the Landlord, and as Landlord may direct.  No tenant or occupant 
shall install any
resilient       tile or similar floor covering in the premises demised to such 
tenant or
occupant        except in a manner approved by Landlord.

8.      No bicycles, vehicles or animals of any kind shall be brought into or
kept 
in or about the premises demised to any tenant.  No cooking shall be done or 
permitted in the Building by any tenant without the approval of Landlord.  No 
tenant shall cause or permit any unusual or objectionable odors to emanate
from 
the premises demised to such tenant.

9.      No tenant shall make, or permit to be made, any unseemly or disturbing 
noises or disturb or interfere with other tenants or occupants of the Building 
whether by the use of any musical instrument, radio, television set or other 
audio device, unmusical noise, whistling, singing, or in any other way. 
Nothing 
shall be thrown out of any doors or windows.

10.     Each tenant must, upon the termination of its tenancy, restore to
Landlord 
all keys of stores, offices and toilet rooms, either furnished to, or
otherwise 
procured by, such tenant.  Locks to premises shall not be changed or added 
without permission of the Landlord.

11.     Each tenant shall, at its expense, provide artificial light in the 
premises demised to such tenant for Landlord's agents, contractors, and 
employees while making repairs or alterations in said premises.

12.     No premises shall be used, or permitted to be used, for lodging or 
sleeping, or for any immoral or illegal purpose.

13.     There shall not be used in the Building, either by any tenant or
occupant 
or by their agents or contractors, in the delivery or receipt of merchandise, 
freight or other matter, any hand trucks or other means of conveyance except 
those equipped with rubber tires rubber side guards and such other safeguards
as 
Landlord may require.

14.     Canvassing, soliciting and peddling in the Building are prohibited and 
each tenant and occupant shall cooperate in seeking their prevention.

15.     If the premises demised to any tenant becomes infested with vermin,
rodents, insects, or pests, such tenant, at its sole cost and expense, shall 
cause its premises to be exterminated from time to time, to the satisfaction
of 
Landlord, and shall employ such exterminators therefore as shall be approved
by 
Landlord.

16.     All damages done to the Building by the installation or removal of any 
property of a tenant, or done by a tenant's property while in the Building, 
shall be repaired at the expense of such tenant.

17.     Each tenant shall keep its premises neat and clean.  Landlord shall be
in 
no way responsible to the tenants, their agents, employees or invitees for any 
loss of property from their premises or public areas or for any damages to any 
property thereon from any cause whatsoever unless caused by Landlord's gross 
negligence or willful act or omission.

18.     Nothing shall be swept or thrown into the corridors, halls, elevator 
shafts or stairways.  No birds or animals shall be brought into or kept in, on 
or about the Building.

19.     No machinery of any kind other than standard office equipment shall be 
operated by a tenant on its leased premises without the prior written consent
of 
Landlord which consent shall not be unreasonably withheld or delayed.

20.     Tenants shall not do anything, or permit anything to be done, in or on 
about the Building, or bring or keep anything therein, including without 
limitation any inflammable or explosive fluid or substance, that will in any
way 
increase the possibility of fire or other casualty, or do anything in conflict 
with valid laws, rules or regulations of any governmental authority unless 
permitted by Landlord.

21.     Landlord reserves the right to rescind any of these rules and
regulations 
and to make such other and further rules and regulations as in its judgment 
shall from time to time be needful for the safety, protection, care and 
cleanliness of the Building, the operation thereof, the preservation of good 
order therein and the protection and comfort of the tenants and their agents, 
employees and invitees, which rules and regulations, when made and written 
notice thereof is given to a tenant, shall be binding upon it in like manner
as 
if originally herein prescribed so long as the same are reasonable and
uniformly 
enforced.

  
 

Exhibit "D"

GUARANTY

For valuable consideration, the undersigned, MFS Communications Company, Inc.,
a 
Delaware corporation, of 200 Kiewit Place, 3555 Farnam Street, Omaha, Nebraska 
68131, (hereinafter referred to as the "Guarantor"), for its legal 
representatives, successors and assigns, in order to induce 580 Winter Street 
Corp., with offices at c/o WASA Management, 30 Federal Street, Boston, 
Massachusetts ("Landlord") to enter into a lease of even date (the "Lease") 
between Landlord and MFS Intelenet of Massachusetts, Inc. (the "Tenant"), for 
certain premises at 580 Winter Street, Waltham, Massachusetts described in
said 
Lease (the "Premises"), hereby unconditionally guarantees to the Landlord and 
its successors or assigns, the full and prompt payment and performance of all 
liabilities and obligations of the Tenant to the Landlord under the Lease of 
every kind, nature and description including, without limitation, the payment
of 
rent and other charges due under the Lease, whether recovery upon such 
obligations may be or hereafter become barred by any statute of limitations,
or 
whether such lease obligations may be or hereafter become otherwise 
unenforceable (the "Lease Obligations").  This Guaranty will apply to the
Lease, 
any extension or renewal of the Lease, and any holdover period following the 
term of the Lease, or any such extension or renewal.

Any act of Landlord, or the successors or assigns of Landlord, consisting of a 
waiver of any of the terms or conditions of the Lease, or the giving of any 
consent to any matter related to or thing relating to the Lease, or the
granting 
of any indulgences or extensions of time to Tenant, may be done without notice 
to Guarantor and without affecting the obligations of Guarantor under this 
Guaranty.

The obligations of Guarantor under this Guaranty will not be affected by 
Landlord's receipt, application, or release of security given for the 
performance of Tenant's obligations under the Lease, nor by any modification
of 
the Lease, including, without limitation, the alteration, enlargement, or
change 
of the Premises, except that in case of any such modification, the liability
of 
the Guarantor will be deemed modified in accordance with the terms of any such 
modification.

The obligation of the Guarantor is primary and not secondary.  The Guarantor 
hereby waives any right to require the Landlord to (a) proceed against or 
exhaust any security held from the Tenant or remedy against Tenant prior to 
proceeding under this Guaranty; (b) proceed against any other guarantor of the 
Lease Obligations guaranteed hereby or (c) pursue any other remedy in
Landlord's 
power whatsoever.

The liability of Guarantor under this Guaranty will not be affected by (a) the 
release or discharge of Tenant from its obligations under the Lease in any 
creditors', receivership, bankruptcy, or other proceedings, or the
commencement 
or pendency of any such proceedings; (b) the impairment, limitation, or 
modification of the liability of Tenant or the estate of Tenant in
bankruptcy-, 
or of any remedy for the enforcement of Tenant's liability under the Lease, 
resulting from the operation of any present or

future bankruptcy code or other statute, or from the decision in any court;
(c) 
the rejection or disaffirmation of the Lease in any such proceedings; (d) the 
assignment or transfer of the Lease or sublease of all or part of the Premises 
by Tenant; (e) any disability or other defense of Tenant under the Lease.

Guarantor:      (a) waives any right of subrogation against Tenant by reason
of any 
payments or acts of performance by Guarantor in compliance with the
obligations 
of Guarantor under this Guaranty; (b) waives any other right that Guarantor
may 
have against Tenant by reason of any one or more payments or acts in
compliance 
with the obligations of Guarantor under this Guaranty; (c) subordinates any 
liability or indebtedness of Tenant held by Guarantor to the obligations of 
Tenant to Landlord under the Lease; and (d) waives all suretyship defenses and 
defenses of like nature.

The Guarantor hereby waives all presentments, demands for performance notices
of 
non-performance, protests, notices of dishonor, and notices of acceptances of 
this Guaranty.  The Guarantor hereby waives any right or claim of right to
cause 
a marshaling of the Tenant's assets.  No delay on the pat of the Landlord in
the 
exercise of any right, power or privilege under the Lease with the Tenant or 
under this Guaranty shall operate as a waiver of any such privilege, power or 
right.

The Guarantor agrees to pay on demand reasonable attorneys, fees and expenses 
incurred by the Landlord in the enforcement of this Guaranty, whether or not 
suit is commenced.

This Guaranty shall continue in full force and effect until the complete
payment 
and performance of the Lease Obligations; provided, however, that 
notwithstanding the forgoing, this Guaranty shall be released on the date
which 
is the fifth (5th) anniversary of the Rent Commencement Date provided that (i) 
Tenant has not previously defaulted beyond the applicable grace period during 
the Term of the Lease; (ii) there is no default existing under Section 20 of
the 
Lease as of such date and no event has occurred which, with the passage of
time, 
could ripen into default; and (iii) Tenant has a net worth as of such date of 
not less than One Million ($1,000,000) Dollars determined in accordance with 
generally accepted accounting principles.  This Guaranty may not be changed, 
modified, discharged, or terminated orally or in any manner other than
agreement 
in writing signed by Guarantor and Landlord.

The Guarantor acknowledges that the Landlord has been induced by this Guaranty 
(among other things) to enter into the Lease with the Tenant heretofore 
described, and this Guaranty shall, without further reference of assignment, 
pass to, and may be relied upon and enforced by, any successor or assignee of 
the Landlord.

The Guarantor hereby consents to the jurisdiction of the courts of the 
Commonwealth of Massachusetts and the United States District Court for the 
District of Massachusetts, as well as to the jurisdiction of all courts to
which 
an appeal may be taken from such courts, for the purpose of any suit, action
or 
other proceeding arising out of or in connection with this Guaranty.  The 
Guarantor hereby

expressly waives any and all objections it may have as to the venue in any
such 
courts.

This Guaranty shall, for all purposes, be governed by and construed in 
accordance with the laws of the Commonwealth of Massachusetts to the maximum 
extent that the parties hereto may so lawfully agree, irrespective of the
place 
of execution.
EXECUTED as a sealed instrument this    day of October, 1994.
Witness
This is the third and final page of a Guaranty, dated October, 1994, from MFS 
Communications Company, Inc. to 580 Winter Street Corp.

EX-10.4

EXHIBIT 10.4

NOTICE OF NONCOMPLIANCE

NOTICE OF AUDIT FINDINGS

Dear Mr. Borgwing:

During May, 1995, the Massachusetts Department of Environmental Protection 
(the Department) conducted an audit of certain activities related to the above 
referenced disposal site pursuant to the Massachusetts Contingency Plan (MCP), 
310 CMR 40.1100. That audit is now complete.

The purpose of this Notice is to inform you that, as a result of the 
audit, Department personnel have determined that you are in noncompliance with 
one or more laws, regulations, orders, licenses, permits, or approvals
enforced 
by the Department, The specific aspects of the noncompliance and the measures 
the Department wants you to take to come into compliance are described in this 
Notice of Noncompliance.

The audit included a windshield survey conducted on May 8, 1995, a review 
of the documents listed below, and a review of other information in the 
Department's files:

1)      LSP Evaluation opinion report, prepared for WASA Management by 
Environmental Science Services (ESS), and dated June 17, 1994; and

2)      "Phase I - Limited Subsurface Investigation of 580 Winter Street, 
Waltham, Massachusetts", prepared for Prudential Realty Group by Certified 
Engineering & Testing Company and dated May 9, 1989.

SITE SUMMARY

On August 14, 1987, a 10,000 gallon petroleum underground storage tank 
(UST) was removed from the subsurface at 580 Winter Street, Waltham, 
Massachusetts.  Soil contaminated with number 4 fuel oil was discovered in
this 
tank excavation.  The Department was notified of this release on August l7, 
1987.

An Environmental Site Investigation for the property was completed by 
Goldberg-Zoino & Associates, Inc. (GZA), in January 1989.  Six soil borings
were 
drilled and four groundwater monitoring wells were installed.  Fuel oil and 
chlorinated volatile organic chemicals (VOCs) were detected in soil and 
groundwater samples from the site.  VOCs were not detected in soil at the site 
at levels exceeding the MCP RCS-l Reportable Concentrations.  Trichloroethene 
was measured in a groundwater sample from well GZA-2 at a concentration of 21 
ug/l, which exceeds the RCGW-1 concentration of 5 ug/l.

A Phase I-Limited Site Investigation was conducted by Certified 
Engineering & Testing Company during the spring of 1989, On March 16 and 20, 
1989, borings were drilled at the property, Split spoon screening was
conducted 
at five foot intervals in these borings, Two groundwater monitoring wells were 
installed.  Three shallow soil samples were also

collected at this tine.  These shallow soil samples were collected with a 
shovel from a depth of two feet. fuel oil and chlorinated VOCs were again 
detected in soil and groundwater samples from the site.  VOCs were not
detected 
in soil at levels exceeding the MCP RCS-l Reportable Concentrations, 
Trichloroethene was measured in a groundwater sample from well GZA-2 at a 
concentration of 9.6 ug/l, which exceeds the RCGW-1 concentration of 5 ug/l.  
Total Petroleum Hydrocarbon (TPH) was measured in a groundwater sample from
well 
MW-103 at a concentration of 6 MG/1, which exceeds the RCGW-1 concentration of
l 
mg/l.

A Preliminary Environmental Assessment was conducted by Environmental 
science services (ESS).  ESS collected groundwater samples from existing 
monitoring wells in November 1992 and December 1993.  Trichloroethene wag 
measured in a groundwater sample from well GZA-3A at a concentration of 7 ug/1 
in November 1992 (RCGW-1 = 5 ug/1).  Trichloroethene was not detected in a
water 
sample collected from this well in December 1993 (detection limit 5 ug/1).

LSP EVALUATION OPINION

The LSP Evaluation Opinion states that, "the subject site presents no 
significant risk to its occupants, the surrounding properties, or the City of 
Cambridge water supply.  Since no contaminants listed in the MCP were
currently detected, and previously collected groundwater samples were below the
applicable RCGW-2 standards, it is the opinion of the undersigned that the
location is not a disposal site where a release of oil and/or hazardous
materials has occurred which is subject to the notification requirements of
310 CMR 40.0300, and that no further response actions are required."

SITE VISIT

On May 8, 1995, a representative of the Department completed a windshield 
survey of the subject site.  The location of the property with respect to the 
Cambridge Reservoir was noted.  Winter Street, and a narrow wooded area 
bordering the street, lie between the site and the Reservoir.  The site is 
located on a hill overlooking Winter Street.  Surface topography slopes
strongly 
toward winter Street in this area, Surface water runoff is collected by storm 
drains which empty into a retention pond in the Winter Street median strip.  A 
small stream, which flows in a southerly direction, away from the Cambridge 
Reservoir, is located east of the site, opposite a Guest Quarters suite Hotel. 

No sheens were observed on either the retention pond or the stream.

NOTICE OF NONCOMPLIANCE

The following is a description of (1) each activity identified during the 
audit which is in noncompliance, (2) the requirements violated, (3) the action 
the Department now wants you to take, and (4) the deadline for taking such 
action, An administrative penalty may be assessed for every day from now on
that 
you are in noncompliance.

Notwithstanding this Notice of Noncompliance, the Department reserves the 
right to exercise the full extent of its legal authority in order to obtain
full 
compliance with all applicable requirements, including, but not limited to, 
criminal prosecution, civil action including court-imposed civil penalties, or 
administrative penalties assessed by the Department.

ENTITY IN NONCOMPLIANCE

WASA Management
30 Federal Street
Boston, MA 02110
DEP RTN #3-2117

LOCATION WHERE NONCOMPLIANCE OCCURRED OR WAS OBSERVED

Waltham, 580 Winter Street

DATE(S) WHEN NONCOMPLIANCE OCCURRED OR WAS OBSERVED

June 22, 1994, the date the Department received a Licensed Site 
Professional Evaluation Opinion/Report dated June 17, 1994 .

DESCRIPTION OF ACTIVITY OF NONCOMPLIANCE

The LSP Evaluation opinion did not identify the applicable groundwater 
category for the site,

DESCRIPTION OF REQUIREMENT(S) NOT COMPLIED WITH

The LSP Evaluation Opinion compared contaminant concentrations in 
groundwater at the site to the MCP RCGW-2 Reportable Concentrations.  However, 
based on a measurement made from the Maynard, Massachusetts, USGS Quadrangle 
(scale = 1:25,000), the site is located approximately 325 feet from the shore
of the Cambridge Reservoir, a Class A surface water body used as a public
drinking water supply.  Pursuant to section 40.0362(l)(a)(4) of the MCP, the
reporting category for groundwater at the site is RCGW-1 because the site is
located within the Zone A of the Cambridge Reservoir,

Groundwater monitoring well MW-103 contained TPH at a concentration of 6 
mg/l when last sampled in March 1989.  This level exceeds the MCP RCGW-1 TPH 
Reportable Concentration of 1.0 mg/l.  Groundwater monitoring well MW-101 
contained trichloroethene at a concentration of 55 ug/1 when last sampled in 
March 1989.  This level exceeds the MCP RCGW-1 trichloroethene Reportable 
Concentration of 5.0 ug/l.

Based on the RCGW-1 groundwater category and levels of trichloroethene and 
fuel oil in groundwater, the site is subject to the notification requirements 
pursuant to 310 CMR 40.0300.

DESCRIPTION OF DEADLINE(S) OF ACTION TO BE TAKEN

Submit to the Department, within 60 days of the date of this Notice, in 
accordance with 310 CMR 40.0610(5), a revised LSP Evaluation opinion which 
indicates in Section B. that a release subject to the notification
requirements of 310 CMR 40,0300 occurred or may have occurred at the subject
site and that further response actions are necessary. This LSP Evaluation
Opinion must be accompanied by either a Tier Classification Submittal
Transmittal Form (BWSC-107) completed in accordance with 310 CMR 40,0500 with a
Tier I Permit Application if necessary, or a Response Action Outcome 
Statement (BWSC-104) completed in accordance with 310 CMR 40,1000.

The revised LSP Evaluation opinion must also be accompanied by a letter 
requesting that the Department rescind the original LSP Evaluation Opinion
dated June 17, 1994 (received by the Department on June 22, 1994) and replace it
it with the revised LSP Evaluation opinion.

If the requested documents are not received by the Department within 60 
days of the date of this Notice, pursuant to 310 CMR 40.0610(6), the site will 
default to a Tier 1B Classification and Tier 1B Annual Compliance Fees will be 
assessed.

A copy of this Notice has been sent to your LSP.  You may consult with 
your LSP when preparing a response to this Notice, Note, however, that you,
not your LSP, are obligated to respond to this Notice and remedy the
violation.
  
Note that any submittal to the Department made in response to this Notice must 
include the certification statement specified in 310 CMR 40,0009, signed by an 
authorized individual.

CONCLUSION

You are advised to respond to the Notice of Noncompliance within the 
timeframes outlined above to avoid additional enforcement action by the 
Department.

This audit focused primarily on compliance 'with certain requirements of 
M.G.L. c. 21E and the MCP and, to a limited extent, other applicable 
requirements.

This audit does not preclude future audits of past, current, or future 
response actions or activities at the site or inspections to confirm
compliance 
with applicable requirements of other laws or regulations enforced by the 
Department.

If you have any questions regarding this notice or any of the requirements 
contained in it, please contact Jack Miano at the letterhead address or 
telephone (617) 932-7600,

Very truly yours,

          /s/

Jack Miano
Environmental Engineer

          /s/

Richard J. Chalpin
Regional Engineer
Bureau of Waste Site Cleanup

cc:     DEP/Woburn, Data Entry/Files
DEP/Woburn/BWSC, John Fitzgerald DEP/Woburn/BWSC, Patricia Donahue 
DEP/BWSC/Boston/5th fl, c/o Steve Winslow City of Waltham, 610 Main 
Street, Waltham, MA 02154,
Attn: Health Agent
City of Waltham, 610 Main Street,  Waltham, MA 02154,
Attn: Board of Selectmen
Environmental Science Services, 450 Lexington Street,
Newton, MA 02166, Attn: Duncan Wood

EX-10.5

                              EXHIBIT 10.5



Massachusetts Department of Environmental Protection BWSC-104
Bureau of Waste Site Cleanup

RESPONSE ACTION OUTCOME (RAO) STATEMENT &
DOWNGRADIENT PROPERTY STATUS TRANSMITTAL FORM

Release Tracking Number 3-2117

Pursuant to 310 CMR 40.0180 (Subpart B), 40.0580 (Subpart E) &
40.1056 (Subpart J)

A.   SITE OR DOWNGRADIENT PROPERTY LOCATION:

Site Name: (optional) 580 Winter Street
Street: 580 Winter Street
City/Town: Waltham   Zip Code: 02154

/  /     Check here if this Site location is Tier Classified.  if
a Tier 1 Permit has been issued, state the Permit Number:

Related Release Tracking Numbers that this Form Addresses:

If submitting an RAO Statement, you must document the location of
the Site or the location and boundaries of the Disposal Site
subject to this Statement.  If submitting an RAO Statement for a
PORTION of a Disposal Site, you must document the location and
boundaries for both the portion subject to this submittal and, to
the extent defined, the entire Disposal Site.  If submitting a
Downgradient Property Status Submittal, you must provide a site
plan of the property subject to the submittal and, to the extent
defined, the Disposal Site.

B.   THIS FORM IS BEING USED TO:  (check all that apply)

/ X /     Submit a Response Action Outcome (RAO) Statement
(complete Sections A,B,C,D,E,F,H,I,J, and L).

     /   /     Check here if this is a revised RAO Statement. 
Date of Prior Submittal:

     /  / Check here if any Response Actions remain to be taken
to address conditions associates with any of the Releases whose
Release Tracking Numbers are listed above.  This RAO Statement
will record only an RAO-Partial Statement for those Release
Tracking Numbers.
Specify Affected Release Tracking Numbers:

/  / Submit an optional Phase I Completion Statement supporting
an RAO Statement or Downgradient Property Status Submittal
(complete Sections A,B,H,I,J, and L).

/  / Submit a Downgradient Property Status Submittal (complete
Sections A,B,G,H,I,J and K).

     /  / Check here if this is a revised Downgradient Property
Status Submittal.  Date of prior Submittal:

/  / Submit a Termination of a Downgradient Property Status
Submittal (complete Sections A,B,I, J and L).

/  / Submit a Periodic Review Opinion evaluating the status of a
Temporary Solution (complete Sections A, B, H, I, J and L).

     Specify one:  / / For a Class C RAO     / / For a Waive
Completion Statement     indicating a Temporary Solution

     Provide Submittal Date of RAO Statement or Waiver Completion
Statement:

You must attach all supporting documentation required for each
use of form indicated, including copies of any legal Notices and
Notices to Public Officials required by 310 CMR 40.1400.

C.   DESCRIPTION OF RESPONSE ACTIONS:  (check all that apply)

/     /   Assessment and/or Monitoring Only

/    /    Removal of Contaminated Soils

     /    /  Re-use, Recycling or Treatment

          /    / On site /    /    Off Site     Est. Vol.:        
     cubic yards

     /    / Landfill     /    / Cover   /    / Disposal    Est.
Vol:      cubic yards

/   /      Removal of Drums, Tanks or Containers

     Describe:

/    /    Removal of Other Contaminated Media

     Specify Type and Volume:

/    /    Other Response Actions

     Describe:

/    /    Deployment of Absorbant or Contaminant Materials
/   /     Temporary Covers or Caps
/   /     Bioremediation
/   /     Soil Vapor Extraction
/    /    Structure Venting System
/    /    Product or NAPL Recovery
/    /    Groundwater Treatment Systems
/    /    Air Sparging
/    /    Temporary Water Supplies
/   /     Temporary Evacuation or Relocation of Residents
/   /     Fencing and Sign Posting

/    /    Check here if any Response Action(s) that serve as the
basis for this RAO Statement involve the use of Innovative
Technologies (DEP is interested in using this information to
create an Innovative Technologies Clearinghouse).

     Describe Technologies:

D.   TRANSPORT OF REMEDIATION WASTE:  (if remediation waste was
sent to an off-site facility, answer the following questions)

Name of Facility:  NOT APPLICABLE
Town and State:
Quantity of Remediation Waste Transported to Date:

E.   RESPONSE ACTION OUTCOME CLASS:

Specify the Class of Response Action Outcome that applies to the
Site or Disposal Site.  Select ONLY one Class:

/    /    Class A-1 RAO: Specify one of the following
     /   /  Contamination has been reduced to background levels 
      /   / A Threat of Release has been eliminated

/    /    Class A-2 RAO:  You MUST provide justification that
reducing contamination to background levels is infeasible.

/    /    Class A-3 RAO:  You MUST provide both an implemented
Activity and Use Limitation (AUL) and justification that reducing
contamination to background levels is infeasible.  If applicable,
provide the earlier of the AUL expiration date or date the design
life of the remedy will end:

/ X /     Class B-1 RAO:  Specify one of the following:

     /    /  Contamination is consistent with background levels
     / X/  Contamination is NOT consistent with background levels

/    /    Class B-2 RAO:  You MUST provide an implemented AUL. 
If applicable, provide the AUL expiration date:

/    /    Class C RAO    /    /  Check here if you will conduct
post-RAO Operation, Maintenance and Monitoring at the Site.
     
     Specify One:   /    / Passive Operation and Maintenance   /  
 /  Monitoring Only
               /   /  Action Operation and Maintenance (defined
at 310 CMR 40.0006)

F.   RESPONSE ACTION OUTCOME INFORMATION:

/  X  /   If an RAO Compliance Fee is required, check here to
certify that the fee has been submitted.  You MUST attach a
photocopy of the payment.

/    /    Check here if submitting one or more AULs.  You must
attach an AUL Transmittal Form (BWSC-113) and a copy of each
implemented AUL related to this RAO Statement.  Specify the type
of AUL(s) below:  (required for all Class A-3 RAOs and Class B-2
RAOs)

     /   / Notice of Activity and Use Limitation 
     /  /  Grant of Environmental Restriction
     Number of AULs attached:

Specify the Risk Characterization Method(s) used to achieve the
RAO described above and all Soil and Groundwater Categories
applicable to the Site.

More than one Soil Category and more than one Groundwater
Category may apply at a Site.  Be sure to check off all
APPLICABLE categories, even if more stringent soil and
groundwater standards were met.

Risk Characterization Method(s) Used:  / X /  Method 1
     /   / Method 2    /    / Method 3

Soil Category(ies) Applicable:  /    / S-1     /    / S-2
  /   / S-3
 
Groundwater Category(ies) Applicable:  /  / GW-1  / X / GW-2   / X / GW-3

> When submitting any Class A-1 RAO or Class B-1 RAO where
contamination is consistent with background levels, do NOT
specify a Risk Characterization Method.

> When submitting any Class A-2 RAO or a Class B-1 RAO where
contamination is NOT consistent with background levels, you
cannot use an AUL to maintain a level of no significant risk. 
Therefore, you must meet S-1 Soil Standards, if using Risk
Characterization Method 1.

G.   DOWNGRADIENT PROPERTY STATUS SUBMITTAL:

/   /     If a Downgradient Property Status Submittal Compliance
Fee is required, check here to certify that the fee has been
submitted.  You MUST attach a photocopy of the payment.

/   /     Check here if a Release(s) of Oil or Hazardous
Material(s), other than that which is the subject of this
submittal, has occurred at this property.  Release Tracking
Number(s) :

/    /    Check here if the Releases identified above require
further Response Actions pursuant to 310 CMR.40.0000.

Required documentation for a Downgradient Property Status
Submittal included, but is not limited to, copies of notices
provided to owners and operators of both upgradient and
downgradient abutting properties and of any known or suspected
source properties.

H.   LSP OPINION:

I attest under the pains and penalties of perjury that I have
personally examined and am familiar with this transmittal form,
including any and all documents accompanying this submittal.  In
my professional opinion and judgment based upon application of
(i) the standard of care in 309 CMR 4.02(1), (ii) the applicable
provision of 309 CMR 4.02(2) and (3), and (iii) the provision of
309 CMR 4.03(5), to the best of my knowledge, information and
belief.

> If Section B indicates that a Downgradient Property Status
Submittal is being provided, the response action(s) that is (are)
the subject of this submittal (i) has (have) been developed and
implemented in accordance with the applicable provisions of
M.G.L. c. 21E and 310 CMR 40.0000, (ii) is (are) appropriate and
reasonable to accomplish the purposes of such response action9s)
as set forth in 310 CMR (40.0183(2)(b), and (iii) complies(y)
with the identified provisions of all orders, permits, and
approvals identified in this submittal;

> If Section B indicates that either an RAO Statement, Phase I
Completion Statement and/or Periodic Review Opinion is being
provided, the response action9s) that is (are) the subject of
this transmittal (i) has (have) been developed and implemented in
accordance with the applicable provisions of M.G. L. c. 21E and
310 CMR 40.0000, (ii) is (are) appropriate and reasonable to
accomplish the purposes of such response action(s) as set forth
in the applicable provisions of M.G.L. c. 21E and 310 CMR
40.0000, and (iii) complies(y) completely with the identified
provisions of all orders, permits, and approvals identified in
this submittal.

I am aware that significant penalties may result, including, but
not limited to, possible fines and imprisonment, if I submit
information which I know to be false, inaccurate or materially
incomplete.

/    /    Check here if the Response Action(s) on which this
opinion is based, if any, are (were) subject to any order(s),
permit(s) and/or approval(s) issued by DEP or EPA.  If the box is
checked, you MUST attach a statement identifying the applicable
provisions thereof.

LSP Name: DUNCAN W. WOOD LSP# 8765      Stamp:

Telephone:     617-431-0500   Ext.:

FAX (optional):  617-431-7434

Signature:     /S/  DUCAN W. WOOD

Date:          October 2, 1995

I.   PERSON MAKING SUBMITTAL:

Name of Organiation:     WASA MANAGEMENT as agent for 580 Winter
Street Corp.

Name of Contact:  LARS BORGWING    Title:  President

Street:   30 Federal Street, 6th floor

City/Town:  Boston  State:    MA   Zip Code: 02109

Telephone:     617-423-0054        Ext.:          FAX: (optional) 
617-423-0940


J.   RELATIONSHIP TO SITE OF PERSON MAKING SUBMITTAL:  (check
one)

/ X /     RP or PRP Specify:   / X /  Owner  /    / Operation   
/     / Generator  
     /     / Transporter Other RP or PRP:

/    /    Fiduciary, Secured Lender or Municipality with Exempt
Status (as defined by M.G.L. c. 21E, s.2                              

/    /    Agency or Public Utility on a right of Way (as defined
by M.G.L. c. 21E, s, 5(j))

/    /    Any Other Person Submitting This Form      Specify
Relationship:

K.   CERTIFICATION OF PERSON SUBMITTING DOWNGRADIENT PROPERTY    
          STATUS SUBMITTAL:

     NOT APPLICABLE.

L.   CERTIFICATION OF PERSON MAKING SUBMITTAL:

     If you are completing only a Downgradient Property Status
Submittal, you do not need to complete this section of the form.

I, Lars Borgwing, attest under the pains and penalties of perjury
(i) that I have personally examined am familiar with the
information contained in this submittal, including any and all
documents accompanying this transmittal form, (ii) that, based on
my inquiry of those individuals immediately responsible for
obtaining the information, the material information contained in
this submittal is, to the best of my knowledge and belief, true,
accurate and complete, and (iii) that I am fully authorized to
make this attestation on behalf of the entity legally responsible
for this submittal.  I/the person or entity on whose behalf this
submittal is made am/is aware that there are significant
penalties, including, but not limited to, possible fines and
imprisonment, for willfully submitting false, inaccurate or
incomplete information.

By:  / S / LARS BORGWING Title: President

For:  WASA MANAGEMENT as agent for 580 Winter Street Corp.
(print name of person or entity recorded in Section I)

Enter address of the person providing certification, if different
from address recorded in Section I:

YOU MUST COMPLETE ALL RELEVANT SECTIONS OF THIS FORM OR DEP MAY
RETURN THE DOCUMENT AS INCOMPLETE.  IF YOU SUBMIT AN INCOMPLETE
FORM, YOU MAY BE PENALIZED FOR MISSING A REQUIRED DEADLINE, AND
YOU MAY INCUR ADDITIONAL COMPLIANCE FEES.

EX-10.6

EXHIBIT 10.6

DOCUMENTATION SUPPORTING
RESPONSE ACTION OUTCOME
Fuel Oil and Trichloroethene in Groundwater
580 Winter Street, Waltham, Massachusetts
DEP Site No. 3-2117

Prepared For:

WASA Management
30 Federal Street, 6th Floor
Boston, Massachusetts

Submitted To:

Massachusetts Department of Environmental Protection
Northeast Region
10 Commerce Way
Woburn, Massachusetts

Prepared By:

Environmental Science Services
49 Walnut Park, Building 3
Wellesley Hills, Massachusetts

ESS Project No. W028

October 2, 1995

Environmental Science Services An Equal Opportunity Employer 49 Walnut 
Park, Building No. 3, Wellesley Hills, Massachusetts 02181 (617) 43 1-0500 Fax 
(617) 431-7434

DOCUMENTATION SUPPORTING
RESPONSE ACTION OUTCOME
Fuel Oil and Trichloroethene in Groundwater
580 Winter Street, Waltham, Massachusetts
DEP Site No. 3-2117

1.0 INTRODUCTION

This document presents information, an evaluation, and conclusions in 
support of a Response Action Outcome (RAO) Statement for the property located
at 
580 Winter Street, Waltham, Massachusetts (the Site).  This document and the 
included RAO forms address the presence of fuel oil and trichloroethene
detected 
in groundwater on a portion of the Site.

A LSP Evaluation Opinion by Environmental Science Services (ESS) dated 
June 17, 1994 concluded that the site presents no significant risk to its 
occupants, the surrounding properties, or the City of Cambridge water supply 
based on the existing levels of groundwater contamination at the Site and a 
reporting category for groundwater at the site of RCGW-2.  Subsequent review
of 
this document by DEP in a memorandum dated May 16, 1995 stated that the 
reporting category for groundwater at the Site should be RCGW-1 based on its 
proximity to the Cambridge Reservoir.  This review noted that the residual 
concentrations of fuel oil and trichloroethene exceed the RCGW-1 Standards.  
Therefore, the LSP Evaluation Opinion was not an appropriate end point for the 
evaluation of this Site, and a risk characterization is required.

This document presents an opinion that, despite the RCGW-1 designation 
affirmed in DEP's communication, the groundwater should not be classified as
GW-1 for the purposes of risk characterization.  This opinion is supported by
our interpretation of the particular hydrogeologic conditions at the Site.

This document describes:

- -       the location and nature of the releases;
- -       the assessment of residual-conditions; and
- -       a risk characterization based upon the results of the assessment work.

A Class B-2 RAO has been designated for the Site based on the following 
conclusions:

1)      A level of "no significant risk" exists.

2)      No remediation was undertaken at the Site.

3)      Residual concentrations of fuel oil and several solvents exceed 
     background levels.

Also included with this documentation is a completed copy of the Response 
Action Outcome Statement and Downgradient Property Status Transmittal Form 
(BWSC-104).

2.0 DESCRIPTION OF THE SITE

The Site is located in the industrial park near the 'intersection of 
Winter Street and Route 128 in Waltham, Massachusetts.  The building is on the 
southwest comer of the intersection of Winter Street and First Avenue.  The 
larger parking lot abuts West Street and is southwest of the building lot. 
The 
building is surrounded on the east, west, and south by other commercial and 
industrial proper-ties.  Across Winter Street to the north is the Cambridge 
Reservoir, a primary storage reservoir serving the public water supply of the 
City of Cambridge.  A locus map and site plan map are attached as Figures I
and 2, respectively.

3.0 HISTORY OF RELEASE

The initial site investigation was conducted by Goldberg-Zoino & 
Associates, Inc. (GZA) with their report dated January 1989.  A follow up
effort 
was conducted by Certified Engineering and Testing (CET) with their report
dated 
May 1989.  The sampling by these firms in December 1988 and March 1989
detected 
low levels of chlorinated solvents, such as trichloroethene, as well as total 
petroleum hydrocarbons (TPH).  The Site was subsequently reported to the 
Massachusetts Department of Environmental Protection (DEP).  No specific
source 
was identified for the solvents, whereas the TPH contamination was attributed
to 
small overfills of a former underground fuel oil tank, found to be intact on 
removal.

A Preliminary Environmental Assessment and Limited Subsurface 
Investigation was completed by ESS in April 1993.  This included analysis of 
groundwater samples collected in December 1992 from the four existing
accessible 
monitoring wells on the property.  ESS concluded that there was no visual 
evidence of a release or a significant threat of a release of oil or hazardous 
material to the property.  However, analysis of the groundwater samples
detected 
low levels of volatile organic compounds (VOCs).  A summary of all available 
analytical results for groundwater is attached as Table 1.

4.0 GROUNDWATER CLASSIFICATION

The subject Site was located on the 7.5- by 7.5-minute Concord quadrangle 
of the Massachusetts Geographical Information System (MASSGIS) maps at the DEP 
Northeast Region office in Woburn, Massachusetts.  According to that map,
there 
are no wells or pumping stations for public water supply within a radius of at 
least 1 mile from the subject Site.  The building on the property is 
approximately 325 feet from the southern edge of the Cambridge Reservoir, and 
1,500 feet from the ghettoize which regulates the reservoir's outlet into Hobs 
Brook, but there is no protected zone designation associated with the
Cambridge 
Reservoir noted on the

MASSGIS maps in this area.  According to the maps entitled "Hydrology and 
Water Resources of the Charles River Basin, Massachusetts," published by the 
USGS, the subject property is not underlain by any aquifer that is favorable
for 
development of water supply wells.

In accordance with 3 1 0 CMR 40.0932, and based on the proximity of the 
Site to the Cambridge Reservoir, the Site is in the Zone A of a Class A
Surface 
Water Body.  As stated in DEP's memorandum of May 16, 1995, this condition 
requires classification of Site groundwater as RCGW-1 for reporting purposes.  
However, for the purposes of Risk Characterization, ESS believes that the 
appropriate classification of the groundwater at the Site is GW-2 and GW-3, 
based on its particular hydrogeologic setting.  The following discussion on
this 
topic is based on three sources of information: the USGS Topographic Map for
the 
Maynard Quadrangle, the GZA environmental site assessment of the Site dated 
January 5, 1989, and the CET environmental site assessment for the Site dated 
May 9, 1989.

Although this Site is within 400 feet of a Class A Surface Water Body, the 
water body in question is a dammed reservoir, and, based on the topography as 
depicted in the USGS Maynard Quadrangle, the Site is located on the regionally 
downgradient side of the dam.  Surface water bodies typically gain part of
their 
recharge from inflowing groundwater.  However, along a certain portion (along 
the regionally downgradient side) of the perimeter of water bodies,
groundwater 
is often recharged from surface water, flowing away from the water body.  This 
is more consistently and predictably the case for dammed water bodies, where 
surface water is artificially maintained above its natural elevation.

In this case, two observations support the conclusion that the Site is 
located in such a zone, and that groundwater beneath the Site flows to the
more 
distant Hobbs Brook 'rather than the Cambridge Reservoir.  The first
observation 
is that relative groundwater elevations at the Site, as measured on two 
occasions (December 1989 and May 1989), show groundwater flow in a southerly 
direction, away from the reservoir.  The second observation is that estimated 
absolute groundwater elevations at the Site are below the elevation of the
water 
surface of the reservoir, as depicted on the USGS Topographic map.  ESS 
estimated the absolute groundwater elevations (above MSL) at the Site based on 
the topographic contours provided on the USGS Quadrangle map.  The average 
elevation of the four monitoring wells GZA-1, GZA-2, GZA-3 and MW-103 was 
assumed to be 177.1 feet.  The elevation of each individual well was then 
estimated based on the difference from average as determined from the relative 
elevation survey provided by CET.  Groundwater elevations were then computed
for 
the four wells based on measured depth to water on two separate occasions.  
These elevations can be directly compared with the elevation of the water 
surface of the reservoir.  These data are summarized in Table 2.

Whereas the elevation of the reservoir surface is 172.2 feet above MSL, 
the groundwater elevations at the Site are between 161.78 and 163.51 ft, with 
the exception of one measurement in well MW-103 of 169.6. Groundwater
elevations 
at the Site are therefore generally about 10

feet below the elevation of the reservoir surface as reported on the USGS 
Quadrangle map.  In the case of MW-103, in which groundwater is 2.6 feet below 
the elevation of the reservoir, two points need to be considered.  First, this 
well is the closest to the reservoir of all the wells at the Site, and second, 
this well is installed directly above the shallow refusal depth of 10 feet. 
It 
is possible that the groundwater elevation in this well reflects a local 
condition.  In any case, the data indicates a hydraulic gradient away from the 
reservoir.

For groundwater elevations across the Site to rise above the level of the 
reservoir, the reservoir level would have to drop as much as 10 feet.  The 
drought conditions that would cause this condition would of course also cause 
groundwater levels at the Site to drop as well, making it unlikely that the
flow 
in this region would reverse for any significant length of time.  Even so,
based 
on reasonable and conservative estimates of hydraulic conductivity and
porosity, 
the hypothetical travel times for transport of pollutants from the Site to the 
reservoir can be computed.  Assuming a hydraulic conductivity of 100 feet per 
day and a porosity of 0.3, the reservoir would have to drop 15 feet without
the 
groundwater dropping at all and stay this way for 60 days for groundwater at
the 
Site to reach the reservoir.  This scenario is not within the realm of 
possibility.  It is more likely that groundwater levels at the Site would drop 
along with the reservoir level, increasing the travel time to the reservoir to 
the order of years, long enough that seasonal increases in reservoir level
would 
return the gradient to its average direction long before any contaminant 
migrating in groundwater could reach the reservoir.


Table 2. Estimated Groundwater Elevations

                                                    

Well    Estimated    GZA (12/88)       Groundwater  CET (5/89)     Groundwater
        Elevation    depth-to-water    elevation    depth-to-water elevation
GZA-1   177.11       14.02             163.09       13.208         163.9
GZA-2   176.64       14.2              162.44       13.125         163.51
GZA-3   178.68       16.9              161.78       15.438         163.24
MW-103  175.52       well not installed             5.917          169.6


These observations indicate that either: 1) a groundwater divide exists 
between the reservoir and the Site, or 2) that the southern shore of the 
reservoir is located in the zone where surface water recharges groundwater,
and 
groundwater flow between the reservoir and the Site is generally towards the 
Site.  In either case, groundwater quality at the Site should have no 
significant impact on water quality in the reservoir, and therefore should not 
be classified as GW-1.  This opinion is based on logic parallel to that 
appearing in 310 CMR 40.0932(5), which allows for exceptions to the GW-1 
classification to be made based on local hydrogeologic conditions in the case
of groundwater resources.  Specifically, the exceptions are made relative to 
groundwater resources when a lack of hydrogeologic connection between the site 
and the resource area is shown or the regulated boundaries of a resource area 
are shown to be inaccurate based on site-specific data.  Although these 
provisions are not explicitly granted in the case of surface water resources, 
ESS believes that both of these conditions apply to this Site, and concludes 
that the applicable groundwater standard for this Site should be GW-2 and GW-3.

5.0     RISK CHARACTERIZATION

A Method 1 risk characterization has been performed in accordance with 310 
CMR 40.0970 and 40.0980 of the Massachusetts Contingency Plan (MCP).  This 
characterization is made based on the residual concentration of several
solvents and TPH existing in areas classified as GW-2 and GW-3, as described 
above.

5.1     Exposure Point Concentrations

Exposure point concentrations (EPCs) have been calculated for the 
various solvents detected at the Site as the maximum concentration detected in 
any well over the period of investigation. These concentrations, along with
the relevant GW-2 and GW-3 standards, are provided in Table 3.


Table 3.
Maximum Concentrations of TPH and Solvents Detected in Groundwater at the Site 
and Relevant GW-2/GW-3 Standards

                                                       
Compound             Maximum        Consultant      Well   Method 1,  Method 1,
                     Concentration  Date                   GW-2 Limit GW-3 Limit
                     (ppb)  

Total Petroleum      6000           Certified 3/89  MW-103    NA       50,000
Hydrocarbons (TPH)

Chlorobenzene        48             ESS 11/92       GZA-1     1,000      500

1,1,1-Trichloroethane14             ESS 11192       GZA-3A    4,000    50,000

Trichlorethene       55             Certified 3/89  MW-101     300     20,000

Ethyl Benzene        16             Certified 3/89  GZA-1     30,000    4,000

Total Xylenes        6.9            Certified 3/89  GZA-1      6,000    50,000

1,3-Dichlorobenzene  9.9            Certified 3/89  GZA-1      10,000    8,000

Trichlorofluoro      58             Certified 3/89  GZA-3A     NSA       NSA
Methane

1,1-Dichloroethane   Trace (5)      Certified3/89   GZA-2,3    9,000    50,000

cis- 1,2-            Trace (5)       Certified 3/89  GZA-3A     NA      50,000
Dichloroethylene

Tetrachloroethylene  Trace (5)       Certified 3/89  MW-101     3,000    5,000

Total 1,2-           8.9             GZA 12/88       GZA-2      NA       50,000
Dichloroethenes

Notes:
>       GZA's screening analysis was not per-formed by an EPA test method.
>       NT = Not tested for or well not sampleable (e.g., well not yet  
     installed [MW-103] or covered over with budding [MW-1011).
>       NSA No standard available
>       Trace probable presence below detection limit (detection limit)

Potential Receptors and Migratory Pathways

As part of this risk characterization, ESS has considered what potential 
receptors and migratory pathways exist at the Site.  The dissolved solvent and 
TPH concentrations are not large enough to pose a threat to air quality.  The 
Site is not functionally located in a GW-l area, and the nearest known water 
supply wells are located over I mile from the Site.  The Cambridge Reservoir, 
located 325 feet north of the Site, is upgradient.  A wetland south of the
Site, 
the likely discharge point for groundwater flowing under the Site, is located 
approximately 2,000 feet downgradient.  Hobbs Brook, which probably receives 
recharge from water flowing through the wetland, is the eventual receptor of 
groundwater flowing through the Site.  However, during the considerable travel 
time between the site and the brook, the low levels of organic compounds
present 
will be most likely be greatly diminished due to sorption, biodegradation, and 
volatilization.

5.3     Risk Characterization

Based on a comparison of the maximum concentrations of all compounds 
detected at the Site to below the applicable Method 1 GW-2/3 standards, ESS 
concludes that no significant risk is posed by the presence of residual 
contamination at this Site.

6.0 RAO OPINION

After reviewing laboratory data from assessments conducted at the Site, 
ESS has reached the following conclusions:

     dissolved concentrations of various solvents and TPH are below GW-
     2/3 standards;
the contaminants detected in groundwater at the Site will not pose a 
 significant risk of harm to health, public welfare or the environment;
and the Site meets the requirements for a Class B-1 RAO.


MAP SHOWING LOCATION OF PREMISES IN CLOSE PROXIMITY TO RESERVOIR.

SITE SKETCH OF PREMISES DEPICTING THE LOCATION OF THE VARIOUS MONITORING WELL
SITES.

TABLE 1 RESULTS OF GROUNDWATER ANALYSIS

Table of results of Groundwater Analysis Samples of Various Well Test Sites
taken by various enviornmental engineers from 1988 through 1993.  Tests were
done in 1988, 1989, 1992 and 1993.  Not all wells were tested each year.  The
test well showing the level of total petroleum hydrocarbon level and the test
well showing the trichloroethene level which levels the Massachusetts
Department of Environmental Protection indicated exceeded the public drinking
water standard (GW-1) have not been tested since 1989.  The summary of all of
these test results at their highest levels of detection appears in Section 5.1
(of this Exhibit 10.6) as "Table 3 Maximum Concentrations of TPH and Solvents 
Detected in Groundwater at the Site and Relevant GW-2/GW-3 Standards."