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EXHIBIT 10.3

THIRD AMENDMENT TO LEASE

Reference is made to a certain lease dated September 14, 1989, as amended
by Amendment to Lease dated December 5, 1991, as further amended by Second
Amendment to Lease dated December 16, 1992, (collectively, "Lease") between D.M.
MANAGEMENT COMPANY, INC., a Delaware corporation ("Tenant"), and Richard D.
Matthews and Richard J. Valentine, as Trustees of Bare Cove Realty Trust u/d/t
dated January 10, 1984 recorded in the Plymouth County Registry of Deeds in Book
5608, Page 292 as amended to date ("Landlord") for office space on the first and
second floor of Bare Cove Executive Park II, 25 Recreation Park Drive, Hingham,
Massachusetts.

PRELIMINARY STATEMENT
---------------------

Tenant leases space on the first and second floor (referred to below as
"Original First Floor Premises" and "Original Second Floor Premises,"
respectively, and collectively as "Original Premises") of Bare Cove Executive
Park II ("Building"), 25 Recreation Park Drive, Hingham, Massachusetts pursuant
to the Lease. Tenant desires as of April 1, 1994, to lease, in addition to its
Original Premises, the premises previously occupied by tenants Sterling and
Bush. This space, as shown on "Exhibit A (1994)" and referred to below as the
1994 SB Additional Space, is comprised of 5,943 square feet of rentable area (or
computation square footage) on the second floor of the Building. Tenant also
desires, if and when available, to lease, in addition to its Original Premises
and the 1994 SB Additional Space, the premises currently occupied by tenant
Payco-General American Credit ("Payco"). This space, as shown on "Exhibit A
(1994)" and referred to below as the "1994 Payco Additional

Space," is comprised of 6,219 square feet of rentable area (or computation
square footage) on the second floor of the Building. Landlord and Tenant also
agree that the Original First Floor Premises be excluded from the Lease as of
September 1, 1994, or sooner as described below.

AGREEMENT
---------

In consideration of the mutual benefits and obligations described in this
Amended and Restated Lease, and for other good and valuable consideration,
Landlord and Tenant agree as follows:

1. As of April 1, 1994, Section 1 of the Lease is amended so that the
demised premises include the Original Premises and the 1994 SB Additional Space,
thus bringing the total floor area to 16,830 square feet and the total
computation square footage to 19,860 square feet, as shown on attached Exhibit A
(1994).

2. Landlord agrees to do the work described in the attached "Landlord's
Work (1994 Amendment)," to be completed as expeditiously as is reasonably
practicable. The cost shall be borne equally between Landlord and Tenant.
Landlord and Tenant agree that each shall pay fifty percent (50%) of the total
cost of the work. After the work is substantially completed, Tenant shall
reimburse Landlord for Tenant's share within 10 days of receipt of notice from
Landlord of the total cost, together with reasonable documentation.

3. As of April 1, 1994, minimum rent for the Original Premises and the 1994
SB Additional Space shall be at the annual rate of $18.60 per computation square
foot, or $369,396.00 per year, payable in equal monthly installments of
$30,783.00, subject to adjustment with respect to the 1994 Payco Additional
Space.

4. Landlord, in its sole discretion, may negotiate a lease amendment with
Payco whereby Payco agrees to exchange its current premises (i.e., the 1994
Payco Additional Space) for the Original First Floor Premises now occupied by
Tenant on a specified date, referred to below as the exchange date. If landlord
and Payco agree to that lease amendment and the exchange is prior to September
1, 1994, then:

(a) Landlord will give to Tenant at least five days' advance notice of the
exchange date;

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(b) Tenant on the exchange date will vacate the Original First Floor
Premises and occupy the 1994 Payco Additional Premises;

(i) the demised premises will then exclude the Original First Floor
Premises (2,360 sq. ft. of computation square footage);

(ii) the demised premises will then include the Original Second Floor
Premises (11,557 sq. ft. of computation square footage), the 1994 SB
Additional Space (5,943 sq. ft. of computation square footage), and
the 1994 Payco Additional Space (6,219 sq. ft. of computation square
footage);

(iii) the demised premises therefore will then consist of 23,719
square feet of computation square footage;

(iv) minimum rent attributable to the Original Second Floor Premises
and the 1994 SB Additional Space from April 1, 1994, to the end of the
term of the Lease shall be at the annual rate of $18.60 per
computation square foot (17,500 computation square feet @ $18.60 =
$325,500 per year);

(v) minimum rent attributable to the 1994 Payco Additional Space from
the exchange date through November 30, 1994 shall be at the annual
rate of $8.00 per computation square foot (6,219 computation square
feet @ $8.00 = $49,752 per year), and from December 1, 1994, to the
end of the term shall be at the annual rate of $18.60 per computation
square foot (6,219 computation square feet @ $18.60 = $115,673.40 per
year).

5. Irrespective of whether Landlord negotiates a lease amendment with
Payco, as of September 1, 1994, Section 1 of the Lease is amended so that the
demised premises will exclude the Original First Floor Premises, and rent and
other obligations of the parties arising on or after September 1, 1994, with
respect to the Original First Floor Premises will terminate on September 1,
1994.

6. If, for any reason, Landlord is unable to give Tenant possession of the
1994 SB Additional Space on April 1, 1994, or the 1994 Payco Additional Space on
the exchange date, Landlord shall not have any liability whatsoever for the
failure to give possession on such date, nor shall such failure in any way
affect the validity of this Lease or the obligations of the Tenant hereunder.
However, rent attributable to the 1994 SB Additional Space or the 1994 Payco
Additional Space, as the case may be, shall

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be abated for any period during which Landlord shall be unable to deliver
possession.

7. Section 3 of the Lease is amended as follows: (a) the Lease shall
terminate on March 31, 1998 (unless sooner terminated by Landlord as provided in
the Lease); and (b) the option to extend the term, as provided in section 3.3 of
the original Lease, is deleted.

8. Exhibit C to the Lease is amended as of April 1, 1994 by deleting the
minimum rent schedule in its entirety and replacing it with the "Exhibit C
(Third Amendment)" attached to this Third Amendment.

9. Section 27 of the Lease, which was inserted by the Second Amendment to
Lease, is deleted and replace with the following:

27. TENANT'S OPTION TO LEASE ADDITIONAL SPACE
-----------------------------------------

Provided that this Lease has not been terminated and that Tenant is
not then in default, Tenant shall have the first right to lease the space
in the Building that may become available. Landlord shall notify Tenant of
the rent and other material terms on which Landlord proposes to lease the
space in the Building. Tenant shall have thirty (30) days in which to
notify Landlord of Tenant's election to lease the space on such terms. If
Tenant does not elect to lease the space on such terms, Landlord may lease
the space to third parties on terms not materially more favorable than
those offered to Tenant without again offering the space to Tenant.
Materially more favorable means that the present value to Landlord of a
lease to a third party, taking into account rent, rent concessions, tenant
improvements and other terms having a direct financial impact on Landlord,
is less than 90% of the present value of the terms offered to Tenant for
the term of the proposed transaction.

10. A new section 29 is added to the Lease as follows:

29. TENANT'S OPTION TO PURCHASE BUILDING
------------------------------------

Provided that this Lease has not been terminated and that Tenant is
not then in default, Tenant shall have the first right to purchase the
Building. Landlord shall notify Tenant of the purchase price and other
material terms on which Landlord proposes to sell the Building. Tenant
shall have thirty (30) days in which to notify Landlord of Tenant's
election to purchase the Building on such terms. If Tenant does not elect
to purchase the Building on such terms, Landlord may sell the Building to
third parties on terms not materially more favorable than those offered to
Tenant without again offering the space to Tenant. Materially more
favorable

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means that the present value to Landlord of a purchase by a third party,
taking into account purchase price, purchase money financing,
creditworthiness of the proposed buyer, improvements and other terms having
a direct financial impact on Landlord, is less than 90% of the present
value of the terms offered to Tenant.

Except as specifically amended by this Third Amendment, all provisions of
the Lease are hereby ratified by Landlord and Tenant and remain in full force
and effect.

Executed as a document under seal on February 28, 1994.

/s/ Richard D. Matthews
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Richard D. Matthews, as Trustee of Bare Cove Realty Trust,
and not individually

/s/ Richard J. Valentine
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Richard J. Valentine, as Trustee of Bare Cove Realty Trust,
and not individually

D.M. MANAGEMENT COMPANY, INC.

By: /s/ Samuel L. Shanaman
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Its: Executive V.P.
hereunto duly authorized

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LANDLORD'S WORK (1994 AMENDMENT)

[blank page]

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EXHIBIT C (THIRD AMENDMENT)

Period Minimum Rent Annual Minimum Monthly
Per Rent Minimum Rent
Computation
Square Foot

The following assumes Tenant does not exchange premises with
Payco, and continues to occupy its Original Premises and the
1994 SB Additional Space through August 31, 1994, and then
occupies the Original Second Floor Premises and the 1994 SB
Additional Premises to the end of the term.

April 1, 1994 $18.60 $369,396.00 $30,783.00
through August (for 19,860 sq. ft.)
31, 1994

September 1, $18.60 $325,500.00 $27,125.00
1994 through (for 17,500 sq. ft.)
March 31, 1998

The following assumes Tenant exchanges premises with Payco on
the exchange date, at which time Tenant vacates the Original
First Floor Premises and occupies the 1994 Payco Additional
Space (as well as the Original Second Floor Premises and the
1994 SB Additional Space) to the end of the term.

April 1, 1994 $18.60 $369,396.00 $30,783.00
through the (for 19,860 sq. ft.)
day prior to
the exchange
date

exchange date $18.60 $325,500.00 $27,125.00
through (for 17,500 sq. ft.)
November 31, 1994 ------ -------------------- ----------
$8.00 $49,752.00 $4,146.00
(for 6,219 sq. ft.)
------ -------------------- ----------

combined $375,252.00 $31,271.00

December 1, $18.60 $441,173.40 $36,764.45
1994 through (for 23,719 sq. ft.)
March 31, 1998

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Schedule "A"

Floor plans showing "Original Second Floor Premises"

(Page 1 of 2)

Schedule "A1"

Floor plans showing "Original Second Floor Premises"

(Page 2 of 2)

Schedule "B"

Floor plans showing "Original First Floor Premises"

Floor plans showing "1994 SB Additional Space"

Floor plans showing "1994 Payco Additional Space"