THIS ASSIGNMENT OF LEASE AGREEMENT ("Assignment") is made as of the 5th day of May, 2000, and effective as of the 1st day of May, 2000 ("Effective Date"), by and between GOFISH. COM, INC., formerly known as Sea Fax, Inc., a Delaware corporation (hereinafter referred to as "Assignor" or "Tenant"); I-MANY, INC., formerly known as Systems Consulting Co., Inc., a Maine corporation (hereinafter referred to as "Assignee"); and OCTOBER CORPORATION, a Maine corporation (hereinafter referred to as "Landlord").

WITNESSETH:

WHEREAS, Landlord and Tenant have entered into a certain Lease dated July 3, 1996 (hereinafter referred to as the "Initial Agreement"), as amended by a certain Amendment to Lease Agreement dated November 10, 1999 (hereinafter referred to as the "Amendment" and, together with the Initial Agreement, hereinafter collectively referred to as the "Lease"); and

WHEREAS, pursuant to the Lease Landlord has leased to Tenant approximately 8,500 square feet on the sixth floor (the "6th Floor Space"), approximately 1,600 square feet in the lobby (the "Lobby Space"), and approximately 600 square feet in the basement (the "Basement Space"), for a total of approximately 10,700 square feet (the 6th Floor Space, the Lobby Space and the Basement Space being hereinafter sometimes collectively referred to as the "Leased Premises"), of the building located at 511 Congress Street, Portland Maine (hereinafter referred to as the "Building"); and

WHEREAS, Tenant desires to assign the Lease to Assignee, and Assignee desires to accept such assignment from Tenant; and

WHEREAS, Landlord consents to the assignment of the Lease from Assignor to Assignee; subject, however, to all of the terms and conditions of this Agreement as are more specifically hereinafter set forth;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by all parties, the parties hereto hereby covenant and agree as follows:

1. Assignment of Lease. FOR VALUE RECEIVED, Assignor hereby ASSIGNS, TRANSFERS AND CONVEYS to Assignee, as of the Effective Date, all of Assignor's right, title, interest and leasehold estate in and to said Lease, together with the rent security of$3,792.00 deposited thereunder.

2. Certain Covenants and Representations of Tenant. Tenant covenants that (a) it is not in default under said Lease; (b) said Lease is not encumbered by any prior transfer, assignment, mortgage or any encumbrance; and (c) it is in good standing under the laws of the State of Delaware and duly authorized to conduct business in the State of Maine and has full and lawful authority to assign said Lease and execute this Assignment. Tenant shall leave the Leased Premises in "broom clean" condition with all carpets steam cleaned. Tenant further agrees that Assignee may enter the Leased Premises prior to the Effective Date to move its property into the Leased Premises and otherwise make installations necessary for use and occupancy of the Leased Premises by Tenant.

3. Assumption by Assignee. Assignee assumes said Lease as of May 1, 2000, with the same force and effect as if Assignee had executed the Lease as Tenant, and will observe and perform all the covenants and conditions therein contained on Assignor's part to be observed and performed, which shall accrue from and after May 1, 2000. Such liability under said Lease shall be joint and several with Assignor. Assignee covenants and represents that it is in good standing under the laws of the State of Maine and has full and lawful authority to accept the assignment of said Lease and execute this Agreement.

4. Estoppel Certificate. Landlord and Tenant hereby certify to Assignee as follows:

A. A true and complete copy of the Lease, including all amendments, and including all other agreements between Landlord and Tenant governing the use and occupancy of the Leased Premises, is attached hereto as Schedule I.

B. The Lease has not been modified or amended, except as attached hereto, and constitutes the entire agreement between the Landlord and the Tenant concerning the renting of the Leased Premises referred to therein.

C. The Lease is presently in full force and effect according to its terms and all rent has been paid to date and Landlord is holding a security deposit of$3,792.00.

D. The term of the Lease has commenced and full rental is now accruing thereunder.

E. The Tenant has accepted possession of the Leased Premises and the Landlord is not obligated to make any improvements to the Leased Premises except as set forth in the Lease.

F. Neither the Landlord nor the Tenant are in material default under any terms or provisions of the Lease and have no charge, lien, claim or claim of offset against rents or other charges due or to become due thereunder against the other.

G. To the best knowledge of the Landlord and the Tenant, there are no defaults of either under the Lease and there are no existing circumstances which, with the passage of time or giving of notice, or both, would give rise to a default under the Lease or allow either to terminate the Lease.

H. As of the date hereof, Tenant leases no parking spaces from Landlord, nor is any rent or charge due from Tenant related to parking or parking spaces or rights.

I. As of the date hereof:

(i) monthly Base Rent for the 6th Floor Space and the Basement Space is$8,341.67 (on a modified gross basis);

(ii) monthly Base Rent for the Lobby Space is$1,000.00 (on a modified gross basis);

(iii) electric reimbursement for the 6th Floor Space and the Basement Space per square foot is$1.00 annually for a total of$758.33 monthly;

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