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                                                                    EXHIBIT 10.4

                               AGREEMENT OF LEASE

                                     BETWEEN

                       SEABOARD PROPERTY MANAGEMENT, INC.
                            RECEIVER ONE DOCK STREET

                                   (LANDLORD)

                                       AND

                      INTELLIGENT INFORMATION INCORPORATED

                                    (TENANT)

                             DATED: April 27, 1995

                        WITH RESPECT TO PREMISES LOCATED
                               AT ONE DOCK STREET
                           STAMFORD, CONNECTICUT 06902

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                               TABLE OF CONTENTS

1.    Definitions ...........................................................  1

2.    Demised Premises, Rent and Term .......................................  2

3.    Landlord's Work .......................................................  3

4.    Force Majeure .........................................................  3

5.    Use and Occupancy .....................................................  3

6.    Subordination .........................................................  4

7.    Alienation ............................................................  4

8.    Tenant's Certificate ..................................................  5

9.    Compliance With Laws ..................................................  5

10.   Floor Loads ...........................................................  5

11.   Property Loss .........................................................  5

12.   Destruction by Fire or Other Casualty .................................  6

13.   Indemnity, Liability Insurance ........................................  7

14.   Eminent Domain ........................................................  8

15.   Alterations ...........................................................  8

16.   Repairs ...............................................................  9

17.   Operating Expenses .................................................... 10

18.   Real Estate Taxes ..................................................... 12

19.   Electricity ........................................................... 13

20.   Services Provided by Landlord ......................................... 14

21.   Signs ................................................................. 15

22.   Exculpation ........................................................... 15

23.   No Representation by Landlords ........................................ 15

24.   Brokers ............................................................... 15

25.   End of Term ........................................................... 15

26.   Default ............................................................... 16

27.   Additional Default Remedies ........................................... 17

28.   Effect of Re-entry .................................................... 17

29.   Fees and Expenses ..................................................... 18

30.   Bankruptcy and Insolvency ............................................. 19

31.   Holding Over .......................................................... 19

32.   Waiver of Trial by Jury ............................................... 20

33.   No Waiver ............................................................. 20

34.   Bills and Notices ..................................................... 20

35.   Access to Demised Premises ............................................ 20


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36.   Captions .............................................................. 21

37.   Restrictions .......................................................... 21

38.   Rules and Regulations ................................................. 21

39.   Quiet Enjoyment ....................................................... 21

40.   Successors and Assigns ................................................ 22

41.   Security Deposit ...................................................... 22

42.   Consent ............................................................... 22

43.   Mortgagee ............................................................. 22

44.   Transfer of Landlord's Interest ....................................... 23

45.   Notices ............................................................... 23

46.   Shoring ............................................................... 24

47.   Miscellaneous ......................................................... 24

48.   Acceptance ............................................................ 25

EXHIBIT 1   Demised Premises

EXHIBIT 2   Landlord's Work

EXHIBIT 3   Cleaning Specifications

EXHIBIT 4   Rules and Regulations

EXHIBIT 5   Anticipated Base Year Operating Expenses

EXHIBIT 6   Extension Options
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AGREEMENT OF LEASE, entered into this 27th day of April, 1995 between SEABOARD
PROPERTY MANAGEMENT, INC., a Delaware Corporation, having an address at Two
Stamford Landing, 68 Southfield Avenue, Stamford, Connecticut 06902 (hereinafter
the "Landlord"), and INTELLIGENT INFORMATION INCORPORATED, a Delaware
corporation having an address at 6 Suburban Ave., Stamford, Connecticut
(hereinafter the "Tenant").

                              W I T N E S S E T H:

Landlord and Tenant hereby covenant as follows:

      1. Definitions. As used in this Agreement of Lease and all modifications
      and agreements supplemental thereto, the following terms shall have the
      meanings set forth herein.

      Additional Rent: All sums payable by Tenant to Landlord hereunder, other
      than Fixed Rent.

      Base Year: The calendar year commencing January 1, 1995 and ending
      December 31, 1995.

      Brokers: Pierson & Smith Commercial Real Estate, Inc.
               Seaboard Property Management, Inc.

      Building: That office building having an address of One Dock Street,
      Stamford, Connecticut.

      Demised Premises: That area on the fifth floor of the Building edged in
      red on the floor plan attached hereto as Exhibit 1 and made a part hereof.

      Extension Period: Any of the extension periods more particularly described
      in Exhibit 6 attached hereto and made a part hereof.

      Fixed Rent: The fixed rent payable pursuant to the provisions of Section
      2(d) below.

      Initial Electrical Charge: $1.70 per square foot per year. Tenant's
      Electrical Charge shall not increase through the Term of the Lease.

      Landlord's Work: Renovation work to be performed by Landlord as set forth
      in Exhibit 2 attached hereto and made a part hereof.

      Lease: This Agreement of Lease, as the same may hereafter be modified or
      amended.

      Lease Commencement Date: The first (1st) day of the month following
      substantial completion of Landlord's Work, but in no event later than June
      1, 1995.

      Minimum Required Casualty Insurance Coverage: $1,000,000

      Number of Tenant's Parking Spaces: Ten (10)

      Operating Expenses: Those expenses incurred by Landlord in
      operating the Building more particularly described in Section 17(a) below.

      Property: All land, common areas, improvements and facilities serving the
      Building and made available by easement, license, agreement or otherwise,
      except that Landlord reserves the right to sever the ownership or right of
      use to any portion of the Property at any time provided such severance
      does not interfere with Tenant's occupancy of the Demised Premises, so
      that such portion so severed shall be excluded from the Property for
      purposes of this Lease.


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      Real Estate Taxes: All those taxes described in Section 18(a) below.

      Rent: The Fixed Rent and Additional Rent together.

      Tenant's Proportionate Share of Landlord's Electrical Expense: 3.71%

      Tenant's Proportionate Share of Real Estate Tax Increases: 3.71%

      Tenant's Proportionate Share of Operating Expense Increases: 3.71%

      Tenant's Rentable Square Footage: 3,217 square feet.

      Term: A period of five years commencing upon the Lease Commencement Date,
      provided that if this Lease is extended pursuant hereto, the word "Term"
      as used herein, shall (unless the context requires otherwise) include any
      Extension Period.

2. Demised Premises, Rent and Term.

a. Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the
Demised Premises for the duration of the Term, unless sooner terminated in
accordance with the provisions herein contained, together with the nonexclusive
right to use, in common with Landlord, those public and common areas of the
Building and the Property as Landlord shall from time to time designate as
available for the common use of tenants within the Building. Following the
expiration of the Term, Tenant shall have the option to extend this Lease for
one or both of the Extension Periods, in accordance with the provisions of said
Exhibit 6. Following the determination of the Lease Commencement Date, Landlord
and Tenant shall, upon request by either of them, execute and deliver a
memorandum of this Lease in accordance with the provisions of Section 47(e)
below.

Together with the Demised Premises, Landlord will make available to Tenant, on a
non-exclusive basis, the number of parking spaces set forth in Section 1 above
(the "Parking Spaces") which Parking Spaces shall be situated within the parking
lot (the "Parking Lot") serving the Building and shall be available for the
parking of cars by Tenant and Tenant's licensees and clients. It is agreed,
stipulated and understood that the Parking Spaces shall not be individually
designated for Tenant's use. Landlord shall regulate the use of the Parking Lot
by others, and in connection therewith, Landlord may adopt rules and regulations
with respect thereto and may employ any measures which Landlord deems
appropriate, including (without limitation) the use of an attendant and by
requiring the use of parking identification stickers for regulating admittance
into the Parking Lot. Tenant shall cooperate with all such rules and regulations
and in particular (without limitation) if requested by Landlord, Tenant shall
notify Landlord of the license plate number, year, make and model of the
automobiles entitled to use the Parking Spaces and if requested by Landlord, all
such automobiles shall be identified by automobile window stickers provided by
Landlord, so that only such designated automobiles shall be permitted to use the
Parking Spaces. It is further agreed, stipulated and understood that the Parking
Spaces are provided solely for the accommodation of Tenant, and that Landlord
assumes no responsibility or liability of any kind whatsoever from any cause
with respect to or arising out of Tenant's use of the Parking Spaces, the
Parking Lot or adjoining streets, sidewalks, driveways, property and passageways
and/or the use thereof by Tenant's agents, licensees or clients.

During the Term, Tenant agrees to pay to Landlord at Landlord's
above-referenced address, or at such other address as Landlord may from time to
time notify Tenant, the Fixed Rent described in Section 2(d) below, which Fixed
Rent shall be payable in monthly


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installments in advance, commencing on the Lease Commencement Date and on the
first day of each month thereafter, in lawful money of the United States of
America, without any prior demand therefor and without any deduction or offset
whatsoever. In the event that substantial completion shall occur other than upon
the first (1st) day of a month, then Tenant shall be permitted to occupy the
Demised Premises following substantial completion and the Rent shall be
pro-rated up to the Lease Commencement Date.

The Fixed Rent payable hereunder shall be as follows:

Yr. 1    $33,750   Payable in equal monthly installments
Yr. 2     41,821   Payable in equal monthly installments
Yr. 3     43,429   Payable in equal monthly installments
Yr. 4     45,038   Payable in equal monthly installments
Yr. 5     46,646   Payable in equal monthly installments

      During any Extension Period, the Fixed Rent shall be determined in
accordance with the provisions of said Exhibit 6.

3. Landlord's Work. Landlord shall, at Landlord's sole cost and expense, and in
a good and workmanlike manner, carry out Landlord's Work. In the event that
Tenant shall request any other work, then Tenant shall prepare plans and
specifications with respect thereto, consistent with all applicable building
codes, and with the design, structural capabilities, construction and equipment
of the Building for Landlord's review. If Landlord shall approve the same (which
approval should not be unreasonably withheld) then such work ("Special Work")
shall be carried out by Landlord provided that Landlord shall submit to Tenant
an estimate of the cost of the same and a statement of terms and conditions
prior to commencing such Special Work. The "cost" of Special Work shall mean the
actual cost incurred by Landlord in having such work performed by Landlord's
contractor(s) plus the charges of any engineers whose services may be required,
plus ten (10%) percent overhead and ten (10%) percent profit. Notwithstanding
any of the foregoing, it is agreed and understood that all HVAC, electrical,
plumbing and structural plans and specifications forming part of any Special
Work, shall be prepared by Landlord's engineers at Tenant's sole cost and
expense.

4. Force Majeure. Except as otherwise set forth herein, this Lease and the
obligation of Tenant to pay rent hereunder and perform all of the other
covenants and agreements hereunder on part of Tenant to be performed shall in no
way be affected, impaired or excused because Landlord is unable to fulfill any
of its obligations under this Lease or to supply or is delayed in supplying any
service expressly or implied to be supplied or is unable to make, or is
delayed in making any repair, additions, alterations, or decorations or is
unable to supply or is delayed in supplying any equipment or fixtures if
Landlord is prevented or delayed from so doing within the time periods
applicable thereto by reason of strike or labor troubles or any cause whatsoever
beyond its reasonable control, including but not limited to, delays in obtaining
governmental approvals, inability or delays in obtaining labor or materials,
governmental preemption in connection with a National Emergency or by reason of
any rule, order or regulation of any department or subdivision thereof or by
reason of the conditions of supply and demand which have been or are affected by
war or other emergency.

5. Use and Occupancy. Tenant shall use and occupy the Demised Premises for
general office purposes only, and for no other purpose (the "Represented Use").
Landlord represents that the Represented Use does not, as of the Lease
Commencement Date, violate either the zoning laws covering the use of the
Demised Premises or make void or voidable any insurance of Landlord now in
effect. Tenant shall not at any time use or occupy, or suffer or permit anyone
to use or occupy, the Demised Premises or do or permit anything to be done in
the Demised Premises which: (i) causes or is liable to cause


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injury to persons, to the Building or its equipment, facilities or systems; (ii)
impairs or tends to impair the character, reputation or appearance of the
Building as a first-class office building; (iii) impairs or tends to impair the
proper and economic maintenance, operation and repair of the Building or its
equipment, facilities or systems; or (iv) annoys or inconveniences or tends to
annoy or inconvenience other tenants or occupants of the Building.

6. Subordination. This Lease is subject and subordinate to all mortgages and all
ground or underlying leases and to all leasehold mortgages which may now or
hereafter affect any such leases, covering the Building or the Property, and to
all renewals, modifications, consolidations, replacements and extensions of any
such instruments. This clause shall be self-operative and no further instrument
of subordination shall be required by the holder of any such mortgage or ground
or underlying lease. In confirmation of such subordination, Tenant shall, within
thirty (30) days after notice, execute and deliver a certificate, in such form,
as Landlord may reasonably request. If Tenant fails to execute, acknowledge or
deliver any such certificate within such thirty (30) day period, Tenant hereby
irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact,
coupled with an interest, to execute and deliver the same for and on behalf of
Tenant.

7. Alienation

Except as expressly set out in Section 7(b) below, Tenant shall not assign,
sublet, mortgage, or otherwise alienate Tenant's interest under this Lease in
any way whatsoever or otherwise suffer or permit the Demised Premises or any
part thereof to be used by any other party. Notwithstanding the foregoing, if
Tenant shall alienate Tenant's interest hereunder in breach of the provisions of
this Section 7(a), then without prejudice as to any other rights and remedies of
Landlord, Landlord may collect rent from any assignee, subtenant, licensee or
other occupant and apply the net amount collected to the Rent, provided that no
such collection of rent by Landlord shall be deemed a waiver of the provisions
of this section 7(a) or the acceptance by Landlord of any third party as
"Tenant" hereunder, or as a release of Tenant from the further performance of
Tenant's covenants herein contained. It is agreed and understood that for the
purposes of this Lease, an "assignment" prohibited hereunder shall be deemed to
have occurred in the event that Tenant is at any time a partnership, and there
shall be a withdrawal or change (voluntary, involuntary, by operation: of law or
otherwise) of any of the partners thereof or a dissolution of the same or, in
the event that Tenant is at any time a corporation, and there shall occur a
dissolution, merger, consolidation or other reorganization of Tenant or any
change in the ownership (voluntary, involuntary, by operation of law, creation
of new stock or otherwise) of fifty (50%) percent or more of Tenant's stock, or
in the event of a sale of fifty (50%) percent or more of the value of Tenant's
assets from time to time. However, it is further agreed and understood that
Tenant shall be permitted to assign Tenant's interests hereunder to any
corporation which is a parent, subsidiary or affiliate of Tenant. For the
purposes of this Section 7(a), a "parent" shall mean a corporation which owns
one hundred (100%) percent of the outstanding stock of Tenant, a "subsidiary"
shall mean any corporation of which Tenant owns one hundred (100%) percent of
all outstanding stock, and an "affiliate" shall mean any corporation with one
hundred (100%) percent of its stock owned by Tenant's parent.

Notwithstanding the provisions of Section 7(a) above, it is agreed and
understood that Tenant may, with the express prior written consent of Landlord,
which shall not be unreasonably withheld, sublet all of Tenant's interest in
this Lease. Any request by Tenant to grant a sublease shall contain all of the
material terms of the proposed subletting. Following receipt of Tenant's notice,
Landlord shall have a period of thirty (3O) days to either consent or refuse
consent to the proposed subletting and if Landlord shall


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fail to respond during said thirty (30) day period, Landlord shall be presumed
to have rejected the same. In the event that Landlord shall consent to the
subletting, all 50/50 profits accruing to Tenant as a result of such subletting
shall be the sole and absolute property of Landlord, including any premium paid
by the subtenant and any excess rental payment, but less any and all
transactional costs paid by Tenant. Tenant shall reimburse Landlord on demand
for any and all reasonable costs that Landlord may incur in connection with any
proposed subletting by Tenant, including (without limitation) the costs of
investigating' the acceptability of the proposed subtenant, and all legal costs
incurred in connection with the granting any of requested consent and the
preparation of documentation with respect thereto. It is agreed and understood
that any subletting made with the consent of Landlord shall not affect the
continuing primary liability of Tenant hereunder (which, following any such
subletting, shall be joint and several with the subtenant) so that Tenant shall
not be released from performing any of the terms, covenants and conditions of
this Lease by reason of such subletting.

8. Tenant's Certificate. Tenant shall, without charge at any time and from time
to time, within ten days after request by Landlord, certify by written
instrument duly acknowledged and delivered to any proposed or actual mortgagee
(including, without limitation, Mortgagee, as defined in Section 43 below),
assignee of any mortgage or purchaser, or any other person, firm or corporation
specified by Landlord:

That this Lease is unmodified and in full force and effect, or, if there has
been modification, that the same is in full force and effect as modified and
stating the modifications.

That there are then existing no setoffs, or defenses against the enforcement of
any of the agreements, terms, covenants or conditions hereof upon the part of
Tenant to be performed or complied with and that Landlord is not in default
under any provision of this Lease or any modification, extension or renewal of
this Lease or, if not the case specifying the alleged default.

The dates, if any, to which the Rent has been paid in advance.

9. Compliance With Laws. Tenant, at Tenant's expense, shall duly comply with all
laws and ordinances and the orders, rules, regulations and requirements of
federal, state and municipal governments and departments thereof, now or
hereafter referable to or arising by reason of Tenant's occupancy, use or manner
of use of the Demised Premises or the Parking Lot or any installations made
therein by or on behalf of Tenant. However, Tenant shall not be obligated to
make any structural changes or alterations to comply therewith unless they are
made necessary by reason of the negligence or improper conduct of Tenant, or of
Tenant's employees, agents visitors, contractors, invitees, or by reason of
Tenant's wrongful use of the Demised Premises.

10. Floor Loads. Tenant shall not place a load upon any floor of the Demised
Premises exceeding seventy (70) pounds per square foot. Landlord reserves the
right to prescribe the weight and position of all safes, business machines,
mechanical equipment and other unusually heavy equipment. Such installments
shall be placed and maintained by Tenant, at Tenant's expense, in settlings
sufficient, in Landlord's judgment, to absorb and prevent vibrations,
unreasonable notice and annoyance.

11. Property Loss. Neither Landlord nor Landlord's agents shall be liable for
any damage to property of Tenant or of others entrusted to employees of the
Building, nor for loss of or damage to any property of Tenant by theft or
otherwise, nor for injury or damage to persons or property resulting from any
cause of whatsoever nature, unless caused by or due to the negligence or willful
acts of Landlord, or of Landlord's agents, servants or


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employees, invitees, or by Landlord's failure to perform its covenants under
this Lease, nor shall Landlord or Landlord's agents be liable for any such
damage caused by other Tenant's or persons in, upon or about said Building or
caused by operations in construction of any private, public or quasi-public
work. After the Lease Commencement Date, Tenant shall not move any bulky matter
or bulky fixtures into or out of the Building without Landlord's prior written
consent which shall not be unreasonably withheld or delayed. If such bulky
matter or bulky fixtures require special handling, all work in connection
therewith shall comply with all laws and regulations applicable thereto and
shall be done during such hours as Landlord may reasonably designate. Tenant
shall indemnify and save, harmless Landlord against and from all liabilities,
obligations, damages, penalties, claims, costs and expenses for which Landlord
shall not be reimbursed by insurance (including reasonable attorney's fees)
which are paid, suffered or incurred as a result of any breach by Tenant, or by
Tenant's agents, contractors, employees, invitees, or licensees, of any covenant
or condition of this Lease or by the negligent or willful acts of Tenant or of
Tenant's agents, contractors, clients or licensees. Tenant's liability under
this Lease extends to the acts and omissions of any licensee of Tenant and any
agent, contractor, employee, invitee or licensee of any such licensee, but does
not extend to the acts or omissions of Landlord or Landlord's employees,
contractors or agents when they act as contractor or agent for any such
licensee. The liability of Tenant to indemnify and save harmless Landlord, shall
not extend to any matter against which Landlord shall be effectively protected
by insurance, provided, however, that if any such liability shall exceed the
amount of the effective and collectible insurance in question (unless the
non-collectibility thereof shall have resulted from or been caused by the acts
of Landlord or Landlord's agents, servants, employees, guests or invitees) said
liability of Tenant shall apply to such excess, and provided further that said
limitation will not constitute a violation by Landlord of any provision of any
applicable insurance policy or an act which would impair payment of the proceeds
under any such policy. Landlord and Tenant each agree to obtain (if available)
mutual "waiver of subrogation clauses" in their respective liability and
casualty insurance policies to the effect that each party and their respective
insurance companies will not see recovery from the other party to the extent a
casualty loss is covered by their respective insurance policies.

12. Destruction by Fire or Other Casualty. If the Demised Premises shall be
damaged by fire or other casualty, Tenant shall give immediate notice thereof to
Landlord and this Lease shall continue in full force and effect except as
hereinafter set forth. If the Demised Premises are partially unusable, then at
Landlord's election, either (a) such damage shall be repaired and rebuilt with
reasonable diligence by and at the expense of Landlord to the extent insurance
proceeds are actually paid to Landlord, and the Fixed Rent and all Additional
Rent, from the day following the casualty until the date upon which such repair
shall be substantially completed, shall be abated in proportion to the part of
the Demised Premises which are unusable; or (b) this Lease may be terminated
upon Landlord furnishing Tenant with written notice of such termination. If the
Demised Premises are totally damaged or rendered wholly unusable by fire or
other casualty, then the Fixed Rent shall be proportionately paid up to the date
of the casualty and thereafter shall cease until the date when the Demised
Premises shall have been repaired, rebuilt and restored by Landlord to
substantially the same condition as the Demised Premises were as of the Lease
Commencement Date, subject to the Landlord's right to elect not to restore the
same and Tenant's right to terminate this Lease as hereinafter provided. If the
Demised Premises are rendered wholly unusable (whether or not the Demised
Premises are damaged in whole or in part) or if the Building shall be so damaged
that Landlord shall decide to demolish it or not to rebuild or repair the same,
or if Landlord shall decide to rebuild the same, but if Landlord does not
substantially complete the repair or re-


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building of the Demised Premises within ninety (90) days following such casualty
(but subject to Force Majeure as described in Section 4 above), then in any of
such events, Landlord or Tenant may elect to terminate this Lease by written
notice to the other given within one hundred eighty (180) days after the date of
such fire or casualty. Such notice shall specify a date for the expiration of
this Lease, and upon the date specified the Term shall expire by lapse of time
as fully and completely as if such date were the scheduled expiration date of
this Lease and Tenant shall forthwith quit, surrender and vacate the Demised
Premises, but without prejudice, to Landlord's rights and remedies against
Tenant arising prior to such termination, and any Rent owing shall be paid up to
the date of such termination and any payments of Rent made by Tenant which were
on account of any period subsequent to such date shall be returned to Tenant.
Unless Landlord shall serve a termination notice as provided for herein,
Landlord shall make repairs and restorations as herein set forth with all
reasonable expedition, subject to delays caused by Force Majeure. Nothing
contained herein shall relieve Tenant from liability hereunder that may exist as
a result of damage from fire or other casualty. Tenant acknowledges that
Landlord will not carry insurance with respect to Tenant's furniture and/or
furnishings or any fixtures or equipment, improvements, or appurtenances
removable by Tenant and agrees that Landlord will not be obligated to repair any
damage thereto or replace the same. Landlord shall keep the Building, including
Landlord's Work, insured against loss or damage by fire and against loss or
damage by other risks now or hereafter embraced by "Extended Coverage",
so-called, and against such other risks as prudent operators of similar
facilities would normally insure in amounts sufficient to prevent Landlord from
becoming a coinsurer under the terms of the applicable policies, but in any
event in an amount not less than eighty (80%) percent of the then "full
replacement cost" ("full replacement cost" being the cost of replacing the
Building excluding the cost of excavations, foundations and footings). In the
event that Tenant's use of the Demised Premise shall be violative of the rules
and regulations of the Fire Insurance Rating Organization and, as a result
thereof, Tenant cannot continue the Represented Use without being in default of
this Lease, Tenant shall nonetheless remain liable to Landlord for the faithful
observance of all the terms, covenants and conditions of this Lease.

13. Indemnity, Liability Insurance. Tenant shall indemnify and save Landlord
harmless from and against any and all claims, suits, actions, damages,
liabilities and expenses, including reasonable attorneys' fees and investigation
costs for damages or injuries to goods, wares, merchandise and property and/or
for any personal injury or loss of life in, upon or about the Demised Premises
(except such claims as may be the result of the negligence or willful misconduct
of Landlord, Landlord's agents, employees, or contractors) occasioned in whole
or in part by any act or omission by Tenant, Tenant's agents, employees,
invitees or contractors and arising during the Term or (if applicable) any
earlier occupation of the Demised Premises by Tenant. Tenant shall provide on
the earlier of (a) the Lease Commencement Date or (b) Tenant's possession of the
Demised Premises, and shall keep in force during the Term for the benefit of
Landlord and Tenant, a comprehensive policy of general liability insurance
protecting Landlord and Tenant against any liability whatsoever occasioned by
accident on or about the Demised Premises or the appurtenances thereof. Landlord
shall be a "named insured" on such policy. Such policy shall be written by good
and solvent insurance companies approved by Landlord and licensed to do business
in the State of Connecticut, with a combined singe limit of not less than the
Minimum Required Casualty Insurance Coverage. Such insurance policy shall
contain appropriate endorsements denying Tenant's insurers the right of
subrogation against Landlord. Prior to the time such insurance is first required
to be carried by Tenant, and thereafter, at least thirty (30) days prior to the
expiration of any such policy, Tenant agrees to deliver to Landlord either a


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duplicate original of the same policy or a certificate evidencing such insurance
provided that such certificate contains an endorsement that such insurance may
not be cancelled except upon thirty (30) days notice to Landlord, together with
evidence of payment for the policy. Tenant's failure to provide and keep in
force such insurance shall be regarded as a material default hereunder entitling
Landlord to exercise any or all of the remedies provided for in this Lease
following an event of default.

14. Eminent Domain.

If the whole of the Property or the Building is taken by condemnation or in any
other manner for any public or quasi-public purpose, this Lease shall terminate
as of the date of vesting of title in the condemning authority (the "Date of
Taking"), and the Rent shall be prorated to the Date of Taking. If any part of
the Building or Property is so taken, this Lease shall be unaffected by such
taking, except that (i) Landlord, in Landlord's sole discretion, may terminate
this Lease by notice to Tenant within ninety (90) days after the Date of Taking,
and (ii) if 20% or more of the Demised Premises shall be taken and the remaining
area of the Demised Premises, in Tenant's reasonable estimation, shall not be
reasonably sufficient for Tenant to continue operation of Tenant's business,
Tenant may terminate this Lease by notice to Landlord within ninety (90) days
after the Date of Taking. This Lease shall terminate on the thirtieth (30th) day
after any such notice by Landlord or Tenant, by which date Tenant shall vacate
and surrender the Demised Premises to Landlord, and in which case the Rent shall
be prorated to such date as Tenant vacates the Demised Premises by reason of
such taking. If this Lease continues in force upon such partial taking, the Rent
and Tenant's Proportionate Share of Landlord's Electrical Expense, Operating
Expense Increases and Real Estate Tax Increases shall be equitably adjusted
according to the rentable area of the Demised Premises and the Building
remaining after such partial taking.

In the event of any taking as set forth in the immediately preceding subsection,
all of the proceeds of any award, judgment or settlement payable by the
condemning authority shall be and remain the sole and exclusive property of
Landlord, and Tenant hereby assigns all of Tenant's right, title and interest in
and to any such award, judgment or settlement to Landlord. Tenant, however,
shall have the right (to the extent that the same shall not reduce or prejudice
any award, judgment or settlement to Landlord) to claim from the condemning
authority ( but not from Landlord) such compensation as may be recoverable by
Tenant in Tenant's own right for moving expenses and damage to Tenant's
property.

15. Alterations. Tenant shall make no structural or system changes or
modifications in or to the Demised Premises of any nature without Landlord's
prior written consent. Subject to the provisions of this Section 15, Tenant at
Tenant's expense, may make alterations, installations, additions or improvements
after the Lease Commencement Date which are nonstructural and which do not
affect utility services including, without limitation, the HVAC system and the
plumbing and electrical lines serving the Demised Premises. Any repairs,
replacements, alterations, installation and/or additions required or permitted
to be performed by Tenant under any provision of this Lease shall not be
commenced until plans and specifications therefor have been submitted to and
approved by Landlord. Such seek shall then be performed in accordance with such
approved plans and specifications and shall be performed only by contractors,
subcontractors and mechanics approved by Landlord and in a first-class manner
to Landlord's reasonable satisfaction and shall be done in a manner which will
ensure labor harmony within the Building. If Landlord grants Landlord's consent
to the making of alterations or improvements by Tenant, such consent is solely
for Landlord's benefit, and without any representation or warranty whatsoever to
Tenant with respect to the adequacy or correctness of Tenant's plans and
specifications.


                                       8
<PAGE>   12

If Landlord requires any changes, Tenant shall cause the plans and
specifications to be revised in accordance with Landlord's requirements and
shall resubmit the same to Landlord for Landlord's review. All fixtures and
paneling, partitions, railings and other improvements installed or affixed to
the Demised Premises by or at the request of Tenant, shall become the property
of Landlord and shall remain upon and be surrendered with the Demised Premises
unless Landlord, by notice to Tenant no later than twenty (20) days prior to the
date fixed as the termination of this Lease, elects to have any items (other
than Landlord's Work) removed by Tenant, in which event, the same shall be
removed from the Demised Premises by Tenant forthwith, at Tenant's expense.
Nothing contained in this Section 15 shall be construed to prevent Tenant's
removal of Tenant's own business or trade fixtures, but upon removal of any such
business or trade fixtures from the Demised Premises or upon removal of other
installations as may be required by Landlord, Tenant shall immediately and at
Tenant's expense, repair and restore the Demised Premises to the condition
existing prior to installation, ordinary wear and tear excepted, and repair any
damage to the Demised Premises or the Building due to such removal. All property
permitted or required to be removed by Tenant at the expiration of the Term
remaining in the Demised Premises after Tenant's vacating of the Demised
Premises shall be deemed abandoned and may, at the election of Landlord, either
be retained as Landlord's property or may be removed by Landlord at Tenant's
expense. Tenant shall, before making any alterations, additions, installations
or improvements, at its expense, obtain all permits, approvals and certificates
required by any governmental or quasi-governmental bodies and (upon
completion) certificates of final approval thereof and shall promptly deliver
duplicates of all such permits, approvals and certificates to Landlord and
Tenant agrees to carry workman's compensation (in full compliance with all
applicable law) and such general liability, personal and property damage
insurance as Landlord may reasonably require. If any mechanic's lien is filed
against the Demised Premises or the Building for work claimed to have been done
for (or materials furnished to) Tenant, then the same shall be discharged by
Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond
required by law, regardless of whether Tenant disputes any such claim.

16. Repairs. Landlord shall, throughout the Term, maintain and repair the basic
structure and public portions of the Building, both exterior and interior,
including (without limitation), all load bearing walls and the roof and all
plate glass. Landlord shall insure, light, repair, keep and otherwise maintain
all portions of the public lobby and stairways within the Building and the
sidewalks, parking areas, curbs, passageways, and boardwalk areas adjoining or
appurtenant to the Building. Tenant shall, throughout the Term, take good care
of the interior of the Demised Premises and Tenant's fixtures and appurtenances
therein and at Tenant's cost and expense, shall make all non-structural repairs
thereto as and when needed to preserve them in good working order and condition,
reasonable wear and tear, obsolescence and damage from the elements, fire or
other casualty excepted. Notwithstanding the foregoing, all damage or injury to
the Demised Premises or to any other part of the Building, including plate
glass, or to the Building's fixtures, equipment and appurtenances, whether
requiring structural or non-structural repairs, approximately caused by or
resulting from carelessness, omission, neglect or improper conduct of Tenant,
Tenant's invitees, clients or licensees, shall be repaired promptly by Tenant at
Tenant's sole cost and expense, to the satisfaction of Landlord. Tenant shall
also promptly repair all damage to the Building and the Demised Premises
approximately caused by the moving of Tenant's fixtures, furniture or equipment.
All repairs by Tenant shall be of quality or class equal to the original work or
construction. If Tenant fails after ten (10) business days' written notice to
proceed with due diligence to make any repairs required to be made by Tenant
hereunder, the same may be made by Landlord at the expense of


                                       9
<PAGE>   13

Tenant and such expense shall be collectible as Additional Rent hereunder
immediately upon rendition of a bill or statement thereof. Tenant shall deliver
to Landlord prompt notice of any defective condition in any plumbing, HVAC
system or electrical lines located in, servicing or passing through the Demised
Premises and following such notice, Landlord shall remedy the condition with
reasonable diligence but at the expense of Tenant if the repairs are
necessitated by damage or injury attributable to Tenant, or to Tenant's clients,
invitees or licensees. Landlord shall pay for all repairs necessitated or caused
by damage or injury attributable to Landlord, Landlord's servants, agents,
employees and contractors. Landlord shall assign to Tenant all warranties or
guaranties applicable to Landlord's Work which are assignable, to the extent
Tenant has any responsibilities in connection with the warranted or guaranteed
work. There shall be no allowance to Tenant for a diminution of rental value and
no liability on the part of Landlord by reason of inconvenience, annoyance or
injury to business arising from Landlord making or failing to make any repairs,
alterations, additions or improvements in or to any portion of the Building or
the Demised Premises or in and to the fixtures, appurtenances or equipment
thereof provided that Tenant is not materially inconvenienced thereby for a
period in excess of ten (10) business days.

17. Operating Expenses.

Operating Expenses shall mean and include those charges incurred in respect to
the management, repair, operation and maintenance of the Building and the
Property in any calendar year or portion thereof including any and all of the
following: salaries, wages, hospitalization, medical, surgical and general
employee benefits (including group life insurance) and pension payments of
employees of Landlord engaged in the operation and maintenance of the Building
and Property, payroll taxes, worker's compensation insurance, utility usage
surveys, utility taxes, water (including sewer rental), heating, ventilating and
air conditioning, premiums for insurance of the kind normally carried by owners
of similar properties (including insurance in case of fire or casualty against
loss of up to eighteen (18) monthly installments of fixed rental income from the
Property) or if there be any mortgage of the Building, or the Property, or both,
as may be required by the holder of such mortgage; or also as elsewhere
required herein, repairs and maintenance, building and cleaning supplies,
uniforms and dry cleaning, window cleaning, management fees, landscaping, snow
and ice removal, accounting and other miscellaneous administrative expenses, the
cost of all supplies, tools, materials and equipment, depreciation of hand tools
and other movable equipment used in the repair, operation or maintenance of the
Building, service contracts with independent contractors, telephone charges, and
a pro rata share (reasonably based on use and square footage) of any expenses
incurred in connection with common area charges or costs benefiting the Building
and which may be shared with other facilities, utilities or improvements
relating to the Building and the Property and all other similar and customary
expenses paid in connection with the operation and maintenance of the Building
and the Property. Operating Expenses shall not include: (i) expenses for repairs
or other work occasioned by fire or other insured casualty; (ii) expenses
incurred in leasing or procuring new tenants or refitting existing space for new
tenants; (iii) rental under any ground or underlying leases; (iv) depreciation
or amortization; (v) expenditures for capital improvements other than as
described below; (vi) wages, salaries, or other compensation paid to any
director, officer or executive employee of Landlord above the grade of Building
superintendent; (vii) principal and interest payments on mortgage financing;
(viii) Landlord's Electrical Expense as defined in Section 19; (ix) amounts
which may be the specific obligation of other tenants within the Building; and
(x) Landlord's income or corporate taxes. Notwithstanding the foregoing, if
during the Term, Landlord shall make a capital expenditure necessary or
desirable, in the opinion


                                       10
<PAGE>   14

of the Landlord, to meet the requirements of applicable laws or designed to
increase the operating efficiency of the Buildings or to save on Operating
Expenses or to replace obsolete operating equipment, there shall be included in
Operating Expenses for the year in which the capital expenditure was made and in
each succeeding year, an annual charge of such capital expenditure. The annual
charge shall be determined by dividing the original capital expenditure plus a
reasonable interest factor by the number of years of useful life of the capital
expenditure. The useful life shall be determined by Landlord in accordance with
generally accepted accounting principles.

For each calendar year of the Term (or any fraction thereof) if the projected
Operating Expenses shall exceed the actual Operating Expenses paid by Landlord
during the Base Year (an "Operating Expense Increase") then Tenant shall pay as
Additional Rent a sum equal to Tenant's Proportionate Share of Operating Expense
Increases multiplied by the Operating Expense Increase. At the commencement of
each calendar year during the Term, commencing January 1, 1996 and at all times
based upon an assumed ninety (90%) percent occupancy of the Building (whether or
not such is the case) Landlord shall project the Operating Expenses payable
during such year, and shall deliver Tenant notice thereof, together with
reasonable backup documentation to substantiate the amount of any increase, and
on the first (1st) day of the calendar month in question and on the first (1st)
day of each month thereafter during such year, Tenant shall pay to Landlord
one-twelfth (1/12) of the Additional Rent calculated pursuant to this Section 17
(b) Within sixty (60) days of the end of each calendar year, Landlord shall
calculate the actual Operating Expenses paid during the immediately preceding
year, and shall notify Tenant of the same (and shall provide reasonable backup
documentation substantiating Landlord's calculations) and if the actual
Operating Expenses were greater than the projected Operating Expenses, Tenant
shall pay to Landlord the balance within thirty (30) days of receiving
Landlord's notice, and in the event that the actual Operating Expenses were less
than the projected Operating Expenses, Landlord shall credit the amount owed to
Tenant against the next installment or installments (as appropriate) of
Additional Rent payable by Tenant pursuant to this Section 17(b).

In the event Landlord leases any portion of the Building on a triple net lease
basis so that Landlord shall not be obligated to provide all of the services for
which charges are incurred pursuant to this Section 17, Tenant's Proportionate
Share of Operating Expense Increases shall be adjusted to reflect the ratio of
(i) Tenant's Rentable Square Footage to (ii) the total rentable square footage
of the Building minus the rentable square footage of any triple net lease
tenants. Any payments to Landlord by triple net lease tenants for services
incurred pursuant to this Section 17 shall reduce Landlord's Operating Expense
for the year in question.

Every notice given by Landlord pursuant to this Section 17 shall be conclusive
and binding upon Tenant unless within thirty (30) days after the receipt of such
notice Tenant shall notify Landlord that tenant disputes the correctness of the
notice, specifying the particular respects in which the notice is claimed to be
incorrect, and if such dispute shall not have been settled by agreement within
sixty (60) days, the dispute shall be submitted to arbitration in accordance
with the then existing rates of the American Arbitration Association. Pending
the determination of such dispute by agreement or arbitration as aforesaid,
Tenant shall pay Additional Rent in accordance with Landlord's notice, provided
that such payment shall be without prejudice to Tenant's right to dispute the
same.

Exhibit 5, attached hereto and made a part hereof, represents Landlord's
anticipated Base Year Operating Expenses. However, it is hereby agreed,
stipulated and understood between Landlord and


                                       11
<PAGE>   15

Tenant that Landlord has provided Tenant with such information by way of
courtesy only, and that all calculations to be made pursuant to this Section 17
shall be based upon the actual Operating Expenses paid by Landlord during the
Base Year, and that although the list of items therein contained represents
Landlord's good faith prediction of the expenses payable with respect to the
Property during the Base Year, the same may not be exhaustive and shall not be
construed as limiting those expenses which fall within the definition of
"Operating Expenses" pursuant to the provisions of Section 17(a) above.

18.  Real Estate Taxes.

For the purposes of this Section 18, the expression "Real Estate Taxes" shall
mean the aggregate of all taxes, assessments, charges, transit taxes, excises,
levies, and any other government charges of any kind or nature, special,
ordinary or extraordinary, presently existing or created hereafter, foreseen or
unforeseen, which in any calendar year period may be assessed, levied,
confirmed, imposed upon or which may become a lien upon the Property, or which
may be assessed against Landlord in lieu of real estate taxes upon the Property,
and which become due and payable, for such calendar year.

If during the calendar year commencing January 1, 1995, and during each calendar
year of the Term thereafter (or any fraction thereof) the Real Estate Taxes paid
by Landlord shall exceed Real Estate Taxes paid during the Base Year, (a "Tax
Increase") Tenant agrees to pay Landlord, as Additional Rent, a sum equal to
Tenant's Proportionate Share of Tax Increases multiplied by the Tax Increase.
Landlord shall furnish to Tenant a copy of the Tax Assessor's report or reports
showing the assessment for the Property and the report or reports showing the
increased assessment therefor and all applicable tax bills, or such other
evidence coming from the Assessor's and/or Tax Collector's office which will
show the Real Estate Taxes involved or some other reasonable documentation of
the matter.

Any amount due to Landlord under the provisions of this Section 18 shall be
payable in equal monthly installments, commencing with the first (1st) day of
the month on which Landlord shall submit to Tenant a bill therefor.
Notwithstanding the foregoing, at such time as the Real Estate Taxes shall be
ascertained for the then current calendar year, the installments then becoming
due hereunder shall be increased by an amount sufficient to compensate Landlord
for any previous deficiencies in installments and thereafter the monthly
installments shall be increased pro-rata based with respect to the Real Estate
Taxes for the then current calendar year so that one (1) months prior to the
date that the Real Estate Taxes Fall due, Tenant's Proportionate Share of Tax
Increases shall be paid in full. Notwithstanding the foregoing, if any Real
Estate Taxes are payable in full before the expiration of the calendar year in
question, whether in installments or by a lump sum payment, the monthly payments
by Tenant shall be in such amount as to ensure that Landlord shall have all sums
due from Tenant hereunder with respect to such Real Estate Taxes one (1) month
prior to the date such payment falls due.

Payments required pursuant to this Section 18 with respect to Real Estate Taxes
for a calendar year containing a period of time not included in the Term, shall
be pro-rated by Landlord.

Landlord reserves the right, through available legal remedies, to contest the
validity of any Real Estate Taxes or the amount of the assessed valuation of the
Property or any portions thereof for any calendar year. If Landlord shall
receive any tax refund, remission, or abatement with respect to Real Estate
Taxes for any calendar year for which Tenant has paid Tenant's Proportionate
Share of Tax Increases, Landlord shall credit Tenant proportionately, after
first deducting therefrom the share of


                                       12
<PAGE>   16

Landlord's cost and expense in procuring such refund, remission or abatement, as
proportionately attributed to the reimbursement due to Tenant. Tenant, at
Tenant's sole cost and expense, with the written consent of other tenants of the
Building occupying at least fifty (50%) percent of the total rentable square
footage of the Building (including Demised Premises), may undertake, by
appropriate proceedings, to review any assessments with respect to Real Estate
Taxes for any year occurring after the Lease Commencement Date. Any documents
required to enable Tenant to reasonably prosecute any such proceeding, shall be
executed and delivered by Landlord upon reasonable demand. If Landlord shall
receive any refund for any year as a result of any proceedings undertaken by
Tenant pursuant to this Section 17(e), Landlord shall reimburse Tenant for any
reasonable expenses incurred by Tenant in obtaining the same (including
reasonable attorneys' fees) and a proportion of the remaining sum (in accordance
with Tenant's Proportionate Share of Tax Increases) shall be paid to Tenant.

It is agreed and understand that nothing herein contained shall require Tenant
to pay municipal, state or federal income taxes assessed against Landlord, or
any municipal, state or federal capital levy, estate, succession, inheritance
or transfer taxes of Landlord, or corporation or franchise taxes imposed upon
any corporate owner of the fee simple title to the Property or any such part
thereof which includes the Demised Premises.

19. Electricity.

Except as hereinafter provided to the contrary, Landlord shall cause electricity
to be made available to the Demised Premises for the normal use of lighting and
for other items such as (but not limited to) lamps, typewriters and small office
equipment not requiring a separate circuit (small computers, copy machines and
fax machines included), and not for any other equipment or installations. As
Additional Rent hereunder, Tenant shall pay monthly, commencing with the Lease
Commencement Date, one-twelfth (1/12) of Tenant's Proportionate Share of
Electrical Expense (as defined in Section 1 above). Tenant shall always pay an
amount which is no less than one-twelfth (1/12) of the product of (i) the
Initial Electric Charge set forth in Section 1 above and (ii) Tenant's Rentable
Square Footage, which amount shall be payable from the Lease Commencement Date
unless and until increased pursuant hereto. In the event Landlord permits any
tenant in the Building to separately meter its electricity usage, Tenant's
Proportionate Share of Landlord's Electrical Expense shall be adjusted to
reflect the ratio of (i) Tenant's Rentable Square Footage to (ii) the total
rentable square footage of the Building minus the rentable floor area of any
separately metered tenants. Any payments to Landlord or to the appropriate
utility company by separately metered tenants attributable to electricity
consumption in any part of the Building and/or the Property shall directly
reduce Landlord's Electrical Expense accordingly, on a dollar for dollar basis.
Landlord shall not be liable in any way to Tenant for any failure or defect in
the supply or character of electricity furnished to the Demised Premises by
reason of any requirement, act or omission of the public utility serving the
Property with electricity or for any other reason not within the control of
Landlord. Landlord shall replace all lighting tubes, lights, bulbs and ballasts
required in the Demised Premises, at Tenant's expense.

All lighting, electrical and kitchen appliances and office equipment to be
initially installed in the Demised Premises shall be subject to Landlord's prior
written consent. Tenant's use of electricity in the Demised Premises shall not,
at any time, exceed the capacity of any of the electrical conductors and
equipment in or serving the Demised Premises. Tenant shall not, without
Landlord's prior consent in each instance, connect any additional or different
fixtures, appliances or equipment (other than lamps, typewriters, word
processors, copier machines, fax and telex machines and equipment not requiring
a separate circuit) to the


                                       13
<PAGE>   17

Building's electricity distribution system or make any alteration or addition to
the electricity distribution system of the Demised Premises. All additional
risers or other equipment required in connection with any alterations made to
such electricity distribution systems on behalf of Tenant shall be provided by
Landlord and the cost thereof shall be paid by Tenant upon demand by Landlord.
If any additional fixtures, appliances or equipment (other than lamps,
typewriters, word processors, copier machines, fax and telex machines and small
office equipment not requiring a separate circuit) shall be connected to the
Building's electricity distribution system or any alteration or addition to the
electricity distribution system of the Demised Premises shall be made by or on
behalf of Tenant and if the Demised Premises are not separately metered,
forthwith upon the occurrence of any such events, Tenant's Proportionate Share
of Landlord's Electrical Expense shall be increased by an amount which will
reflect the additional electricity to be consumed by Tenant. If Landlord and
Tenant cannot agree thereon, the amount of such increase shall be determined by
a reputable, independent licensed electrical engineer, to be selected by
Landlord and reasonably acceptable to Tenant whose fees or charges shall be
included as Operating Expenses for the year in question. When the amount of such
increase is so determined, Tenant shall pay to Landlord, on demand, the amount
thereof retroactive to the date of the occurrence.

If Tenant requires the use of electricity during hours significantly greater
than the normal office hours referred to in Section 20 below, the same shall be
supplied by Landlord at the published rate therefor from time to time in effect.
The bill for such extra electricity will be billed by Landlord to Tenant as
Additional Rent hereunder.

If any tax is imposed upon Landlord with respect to electrical energy furnished
to Tenant by any federal, state or municipal authority, Tenant, unless
prohibited by law or by any governmental authority having jurisdiction
thereover, shall pay to Landlord, on demand, Tenant's pro rata share of any and
all such taxes.

It is agreed and understood, that at Landlord's election, or if requested in
writing by tenants leasing more than fifty (50%) percent of the total rentable
square footage of the Building, Landlord shall engage a qualified consultant to
survey electricity usage. Those tenants consuming more than their proportionate
share thereof shall pay an additional monthly charge to cover each such tenant's
excess consumption. Costs of the survey and the consultant shall be included as
the Operating Expenses for the year in question.

20. Services Provided by Landlord. For so long as Tenant is not in default under
any of the covenants of this Lease, Landlord shall provide: (a) full elevator
service; (b) central heating, ventilating and air conditioning ("HVAC") to the
Demised Premises when and as required on business days (holidays excepted) from
7 a.m. to 7 p.m. (weekdays) or 7 a.m. to 12 noon on Saturdays (and for more
extended hours or on Saturday afternoon, Sundays or holidays at Landlord's
published cost therefor from time to time in effect, which is $25.00 per hour at
the date hereof); (c) water for ordinary lavatory and pantry purposes, but if
Tenant uses or consumes water for any other purpose or otherwise consumes
unusual quantities, Landlord may install a water meter at Tenant's expense
(which Tenant shall thereafter maintain in good working order and repair at
Tenant's expense) to register such water consumption and Tenant shall pay
Landlord for water consumed as shown on said meter as Additional Rent as and
when bills are rendered; (d) cleaning service for the common areas of the
Building and the Demised Premises on business days (holidays excepted) as more
specifically set forth in Exhibit 3 attached hereto and made a part hereof,
provided that Tenant shall pay Landlord the cost of removal of any of Tenant's
refuse and rubbish in excess of normal amounts for the average tenant in the
Building and for special cleaning services or


                                       14
<PAGE>   18

cleaning services in excess of those set forth in said Exhibit 3; and (e)
security systems and personnel for the Building commensurate with that offered
in comparable office buildings in Stamford, Connecticut. Landlord reserves the
right to stop providing heating, elevators, plumbing, air conditioning, electric
power, cleaning or any other services, when necessary due to accident or for
repairs, alterations, replacements or improvements necessary or desirable in the
reasonable judgment of Landlord, for as long as may be reasonably required by
reason thereof or by reason of strikes, accidents, laws, orders or regulations
or any other reason beyond the control of Landlord, and in any such case,
Tenant shall not be entitled to any abatement of Rent or any other offset
whatsoever.

21. Signs. Tenant shall not place any sign upon or adjacent to the Demised
Premises, without the express written consent of Landlord. If Tenant shall cause
or permit any other sign to be attached to any part of the Building not within
the Demised Premises or which is visible from the exterior of the Demised
Premises without Landlord's written permission, Landlord shall have the right,
in addition to any other rights or remedies without notice or liability to
Tenant, to remove and dispose of any such sign or other object and to make any
repairs necessitated by any such removal, all at Tenant's sole cost and expense,
and Landlord's cost and expense in performing such removal and repair shall be
deemed Additional Rent hereunder, payable together with the next installment of
Fixed Rent due hereunder.

22. Exculpation. Notwithstanding any other provision herein contained, Tenant
shall look solely to Landlord's interest in the Property for the satisfaction of
Tenant's remedies for the collection of a judgment (or other judicial process)
requiring the payment of money by Landlord in the event of any default or breach
by Landlord with respect to any of the terms, covenants and conditions of the
Lease to be observed and/or performed by Landlord, and no other property or
assets of the Landlord shall be subject to levy, execution or other enforcement
procedure for the satisfaction of Tenant's remedies with respect to this Lease
or in connection with Tenant's occupancy or use of the Demised Premises.

23. No Representations by Landlord. Neither Landlord nor Landlord's agents have
made any representations or promise with respect to the physical condition of
the Building, the Property or the Demised Premises, except as hereby expressly
set forth and no rights, easements or licenses are acquired by Tenant by
implication or otherwise except as expressly set forth in the provisions of this
Lease. Tenant has inspected the Building and the Demised Premises and is
thoroughly acquainted with their condition.

24. Brokers. Tenant represents that there was no broker instrumental in
consummating this Lease other than the Brokers set forth in Section 1 above.
Tenant agrees to hold Landlord harmless from and against any and all claims or
demands for brokerage commissions arising out of or in connection with the
execution of this Lease based on conversations or negotiations with Tenant on
the part of any broker other than the Brokers. Landlord will pay a full
commission to Pierson & Smith Real Estate.

25. End of Term. Upon the expiration or other termination of the Term, Tenant
shall quit and surrender to Landlord the Demised Premises, broom clean, in good
order and condition, ordinary wear and tear excepted, and Tenant shall remove
all its property. Tenant's obligation to observe or perform this covenant shall
survive the expiration or other termination of this Lease. If the last day of
the Term or any Extension Period falls on Sunday, this Lease shall expire at
noon on the preceding Saturday unless it is a legal holiday in which case it
shall expire at noon on the preceding business day.


                                       15
<PAGE>   19

26. Default.

The following shall be events of default under this Lease: (i) if Tenant
defaults in payment of Rent for a period of ten (10) days after any payment or
installment of Rent shall become due and payable; (ii) if Tenant defaults in the
performance of any other term, covenant, condition or obligation of Tenant under
this Lease and fails to cure such default within a period of twenty (20) days
after notice from Landlord specifying such default, or if such default specified
by Landlord is not curable within such twenty (20) day period, if Tenant fails
within three (3) days after such notice from Landlord to commence to cure such
default or thereafter fails diligently to pursue completion of such cure during
and after such thirty (30) day period; (iii) if Tenant abandons or vacates any
portion of the Demised Premises; (iv) if Tenant makes any transfer, assignment,
conveyance, sale, pledge or disposition of all or a substantial portion of
Tenant's property, or removes a substantial portion of Tenant's Property from
the Demised Premises other than by reason of any assignment permitted under this
Lease; (v) if Tenant's interest herein is sold under execution; (vi) if Tenant
shall file a voluntary petition pursuant to the United States Bankruptcy Code,
as amended from time to time (the "Bankruptcy Code") or any successor thereto,
or shall take the benefit of any insolvency act or law or be dissolved, or if an
involuntary petition is filed against Tenant pursuant to the Bankruptcy Code or
any successor thereto and said petition is not dismissed within thirty (30) days
after such filing; (vii) if a receiver shall be appointed for Tenant's business
or assets or any of them and the appointment of such receiver is not vacated
within thirty (30) days after such appointment; or (viii) if Tenant shall make
an assignment for the benefit of Tenant's creditors.

Upon the occurrence of any such event of default, Landlord may without prejudice
to its other rights hereunder, or at law, do any one or more of the following:
(i) terminate this Lease and reenter and take possession of the Demised
Premises; (ii) without such re-entry, recover possession of the Demised
Premises in the manner prescribed by any statute relating to summary process,
and any demand for the Rent, re-entry for condition broken, and any and all
notices to quit; or (iii) declare immediately due and payable all the remaining
installments of the Rent and such amount, less the fair rental value of the
Demised Premises for the remainder of the Term, which shall be construed as
liquidated damages and shall constitute a debt provable in bankruptcy or
receivership. Upon recovery of possession of the Demised Premises, Landlord may
relet the Demised Premises as Landlord may see fit without thereby avoiding or
terminating this Lease, and for the purpose of such reletting, Landlord is
authorized to make such repairs to the Demised Premises as may be necessary in
the reasonable opinion of Landlord, for the purpose of such reletting, and if a
sufficient sum is not realized from such reletting (after payment of all costs
and expenses of such repairs and the expense of such reletting and the
collection of rent accruing therefrom) each month to equal the Rent, then Tenant
shall pay such deficiency each month upon demand therefor.

After default by Tenant, the acceptance of the Rent or failure to re-enter by
Landlord shall not be held to be a waiver of Landlord's right to terminate this
Lease, and Landlord may re-enter and take possession of the Demised Premises as
if no Rent had been accepted after such default. All of the remedies given to
Landlord in this Lease following an event of default by Tenant are in addition
to all other rights or remedies which Landlord may be entitled under the laws of
the State of Connecticut. Any and all remedies given to Landlord hereunder or by
law by reason of Tenant's default hereunder shall be deemed cumulative and the
election of one shall not be deemed a waiver of any other or further rights or
remedies.

Notwithstanding the foregoing, if Tenant shall default (i) in the payment of any
Rent (Fixed or Additional) and any such default


                                       16
<PAGE>   20

shall continue for ten (10) days and be repeated for a total of three times in
any period of twelve (12) months or (ii) in the performance of any other
material covenant of this Lease for ten (10) days after delivery to Tenant of a
written notice of default and such default shall be repeated more than three (3)
times in any period of twelve (12) months, then, notwithstanding that such
defaults shall have been cured after the notice period, any further similar
default shall be deemed to be deliberate and an immediate event of default and
Landlord thereafter may serve a three day notice of termination without
affording Tenant an opportunity to cure such further similar default and
Landlord may, without notice, re-enter the Demised Premises, by summary
proceedings or otherwise, and remove Tenant's effects and hold the same as if
this Lease had not been made. If Tenant shall default hereunder prior to the
commencement of an Extension Period, Landlord may promptly cancel and terminate
Tenant's election to take such Extension Period upon written notice to Tenant.

27. Additional Default Remedies. It is hereby agreed that in the event of the
termination of this Lease pursuant to the provisions of Section 26 above, and
without prejudice to the provisions of Section 29 below, Landlord may, at
Landlord's option, recover from Tenant as and for liquidated damages with
respect thereto, an amount equal to the Rent reserved hereunder for the
unexpired portion of the Term, except that such sum shall in no event exceed a
sum equal to thirty-six (36) months of Rent. In the event that Tenant shall pay
such a liquidated sum in damages and thereafter, the Demised Premises are
re-let, then Landlord agrees that upon the date which would have been the
expiration of the Term (the "Expiration Date") Landlord shall pay to Tenant a
sum equal to the net rent actually received by Landlord (exclusive of any
escalation payments, tax payments, operating costs payments, electricity
payments and the like) from the date of such termination up to the Expiration
Date, less any and all reasonable expenses of any type, or nature incurred by
Landlord in connection with the reletting of the Demised Premises whether
foreseen or unforeseen and whether ordinary or extraordinary as reasonably
determined by Landlord, provided, however, that such payment shall in no event
exceed the amount of liquidated damages actually paid by Tenant as aforesaid or
the amount of actual damages suffered by Landlord. Nothing herein contained
shall, however, limit or prejudice the right of Landlord to prove for and obtain
as liquidated damages by reason of any such termination an amount equal to the
maximum allowed by any statute or rule of law in effect at the time when, (and
governing the proceedings in which) such damages are proved, whether or not such
amount be greater than, equal to, or less than the amount referred to above.

28. Effect of Re-entry. Following any such re-entry, expiration and/or
dispossession by summary proceedings or otherwise (a) the Rent shall become due
and be paid up to the time of such re-entry dispossess and/or expiration,
together with such expenses as Landlord may incur for legal expenses, attorneys'
fees, brokerage, and/or putting the Demised Premises in good order, or for
preparing the same for re-rental; (b) Landlord may re-let the Demised Premises
or any part or parts thereof, either in the name of Landlord or otherwise, for a
term or terms which may, at Landlord's option be less than or exceed the period
which would otherwise have constituted the balance of the Term and may grant
concessions or free rent or charge a higher rental than that in this Lease,
and/or (c) Tenant or the legal representatives of tenant shall also pay to
Landlord, as liquidated damages, for the failure of Tenant to observe and
perform said Tenant's covenants herein contained, any deficiency between the
Fixed Rent and the net amount, if any, of the rents collected on account of any
new lease of leases of the Demised Premises for each month of the period which
would otherwise have constituted the balance of the Term. The failure or
inability of Landlord to re-let the Demised Premises or any part or parts
thereof shall not release or affect Tenant's liability for damages. In computing
such liquidated damages there shall be added to such


                                       17
<PAGE>   21

deficiency such expenses as Landlord may incur in connection with re-letting,
including legal expenses, attorneys' fees, brokerage, advertising, and all
expenses incurred in keeping the Demised Premises in good order or preparing the
same for reletting. Any such liquidated damages shall be paid in monthly
installments by Tenant on the days specified in for payment of Rent in this
Lease. Landlord, in putting the Demised Premises in good order or preparing the
same for re-rental may, at Landlord's option, make such alterations, repairs,
replacements, and/or decorations as Landlord deems appropriate or necessary but
the same shall not operate and be construed to release Tenant from liability
hereunder. Landlord shall in no event be liable in any way whatsoever for
failure to re-let the Demised Premises, so long as Landlord uses reasonable
efforts to do so, or in the event the Demised Premises are re-let, for failure
to collect the rent thereof under such re-letting, and in no event shall Tenant
be entitled to receive any excess, if any, of such net rents collected over the
Rent payable hereunder. In the event of a breach or threatened breach by Tenant
of any of the covenants or provisions hereof, Landlord shall have the right of
injunction and the right to invoke any remedy allowed at law or in equity as if
re-entry, summary proceeding and other remedies were not herein provided for.
Mention in this Lease of any particular remedy shall not preclude Landlord from
any other remedy in law or in equity. Tenant hereby expressly waives any and all
rights of redemption granted by or under any present or future laws in the
event of Tenant being evicted or dispossessed for any cause, or in the event of
Landlord obtaining possession of the Demised Premises by reason of the violation
by Tenant of any of the covenants and conditions of this Lease.

29.  Fees and Expenses.

Regardless of any other right or remedy of Landlord following an event of
default, if Tenant shall fail to perform a non-monetary covenant hereunder,
Landlord may immediately, or at any time thereafter and without notice, perform
the same for the account of Tenant, and if Landlord makes any expenditures or
incurs any obligations for the payment of money, in connection therewith
including (but not limited to) reasonable attorneys' fees in instituting,
prosecuting or defending any action or proceeding such sums paid or obligations
incurred, together with interest and costs shall be deemed to be Additional Rent
hereunder and shall be paid by Tenant to Landlord within ten (10) days of
rendition of any bill or statement to Tenant thereof.

If any payment of Rent (Fixed or Additional) is in default, Tenant shall pay to
Landlord, as Additional Rent, an amount equal to five (5%) percent of the amount
in default as compensation for Landlord's extra administrative costs in
investigating and collecting such late Rent payment. Further, if payment of any
Rent is not made within ten (10) days after the same shall become due, Tenant
shall pay as Additional Rent hereunder, interest on the sum from the date it
became due until it is paid, at an annual rate which shall be four (4%) percent
in excess of the then current "Prime Rate", as announced in the Wall Street
Journal, from time to time, provided, however, in no event shall such interest
rate be in excess of the highest rate of interest which from time to time shall
be permitted under the laws of the State of Connecticut to be charged on late
payments of sums of money due pursuant to the terms of a lease. All charges
payable pursuant to this Section 29(b) shall be payable on demand and without
prejudice to any of Landlord's other rights and remedies hereunder. No failure
by Landlord to insist upon the strict performance by Tenant of Tenant's
obligations under this Section 29(b) shall constitute a waiver by Landlord of
Landlord's right to enforce the same in the future and the provisions of this
Section 29(b) shall not be construed as extending any applicable cure period.

Except as otherwise provided herein, in the event that Tenant requests Landlord
to review, approve or prepare documentation for


                                       18
<PAGE>   22

any reason relating to this Lease, Tenant shall reimburse Landlord for all of
Landlord's reasonable expenses relating thereto, including attorneys' fees and
administrative charges.

30. Bankruptcy and Insolvency. If at any time during the Term there shall be
filed by or against Tenant in any court pursuant to any statute either of the
United States or of any state, a petition in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver or trustee of all or a
portion of Tenant's property, and within ninety (90) days thereof, Tenant fails
to secure a stay or dismissal thereof, or if Tenant makes an assignment for the
benefit of creditors or petitions for or enters into an arrangement, this Lease,
at the option of Landlord, exercised within a reasonable time after notice of
the happening of any or more of such events, may be cancelled and terminated
upon ten (10) day's advance written notice to the Tenant of such cancellation,
and thereafter, neither Tenant nor any person claiming through or under Tenant
by virtue of any statute or any order of any court, shall be entitled to
possession or to remain in possession of the Demised Premises but shall
forthwith quit and surrender the same, and Landlord, in addition to the other
rights and remedies Landlord may have by virtue of any other provision in this
Lease contained or by virtue of any statute or rule of law, may retain as
liquidated damages, the Security Deposit and any Rent received from Tenant or
from others on behalf of Tenant, to the extent enforceable at law, but not to
the extent that the same is greater than the damages actually suffered by
Landlord. It is stipulated, agreed and understood that in the event of the
termination of this Lease pursuant to this Section 30, Landlord shall forthwith
be entitled to recover from Tenant as liquidated damages an amount equal to the
difference between the Fixed Rent reserved hereunder for the unexpired portion
of the Term and the fair and reasonable rental value of the Demised Premises for
the same period. In the computation of such damages, the difference between any
installment of Fixed Rent becoming due hereunder after the date of termination
and the fair and reasonable rental value of the Demised Premises for the period
for which such installment was payable shall be discounted to the date of
termination at the rate per annum then published in the Wall Street Journal as
the "Prime Rate". If the Demised Premises or any part thereof shall be relet by
the Landlord for the unexpired portion of the Term (or any part thereof) before
presentation of proof of such liquidated damages to any court, commission or
tribunal, the amount of rent reserved upon such re-letting shall be deemed to be
the fair and reasonable rental value for that part of the Demised Premises so
re-let during the term of re-letting. Nothing herein contained shall limit or
prejudice the right of the Landlord to prove for and obtain as liquidated
damages by reason of such termination, an amount equal to the maximum allowed by
any statute or rule of law in effect at the time when (and governing the
proceedings in which) such damages are to be proved, whether or not such amount
be greater, equal to, or less than the amount of the difference referred to
above.

31.  Holding Over.

If Tenant retains possession of the Demised Premises or any part thereof after
the expiration of the Term, Tenant's occupancy of the Demised Premises shall be
as a tenant at will, terminable at any time by Landlord. Tenant shall pay
Landlord for Tenant's use and occupancy of the Demised Premises during such
period a Rent equal to two hundred (200%) percent of the total amount of the
Rent payable hereunder for the month immediately preceding the expiration of the
Term, and, in addition thereto, shall pay Landlord for all damages sustained by
reason of Tenant's retention of possession. The provisions of this Section 31
shall not exclude Landlord's rights of re-entry or any other right hereunder or
at law or in equity.


                                       19
<PAGE>   23

32. Waiver of Trial by Jury. Landlord and Tenant hereby waive trial by jury in
any action proceeding or counterclaim brought by either Landlord or Tenant
against the other (except for personal injury or property damage) with respect
to any matters whatsoever arising out of or in any way connected with this
Lease, including the relationship of Landlord and Tenant, or Tenant's use of or
occupancy of the Demised Premises, or any emergency statutory or any other
statutory remedy.

33. No Waiver. The failure of Landlord to seek redress for violation of, or
to insist upon the strict performance of any covenant or condition of this Lease
or of any of the Rules or Regulations herein set forth or hereafter adopted,
shall not prevent a subsequent act which would have originally constituted a
violation from having all the force and effect of an original violation. The
receipt by Landlord of any portion of the Rent with knowledge of the breach of
any covenant of this Lease shall not be deemed a waiver of such breach and no
provision of this Lease shall be deemed to have been waived by Landlord unless
such waiver be in writing signed by the Landlord. No payment by Tenant or
receipt by Landlord of a lesser amount than the Rent herein reserved shall be
deemed to be other than a partial payment on account of the same and any
endorsement or statement on any check or any letter accompanying any check for
less than the full amount of the Rent shall not in any event be deemed an accord
and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of the Rent or pursue any
other remedy provided for in this Lease. No act or thing done by Landlord or
Landlord's agents during the Term shall be deemed an acceptance of a surrender
of the Demised Premises and no agreement to accept such surrender shall be valid
unless in writing signed by Landlord. No employees of Landlord or of Landlord's
agent shall have any power to accept the keys of the Demised Premises prior to
the termination of this Lease and the delivery of keys to any such agent or
employee shall not operate as a termination of this Lease or a surrender of the
Demised Premises.

34. Bills and Notices. Unless as otherwise provided in this Lease, a bill,
statement, notice or communication which Landlord may desire or be required to
give to Tenant, shall be deemed sufficiently given or rendered if, in writing,
delivered to Tenant personally or sent by registered or certified mail addressed
to tenant at the Demised Premises or at the last known residence address or
business address of Tenant or left at any of said locations addressed to Tenant
and the time of the rendition of such bill or statement and of the giving of
such notice or communication shall be deemed to be the time when the same is so
delivered, mailed, or left. Any notice by Tenant to Landlord must be served by
registered or certified mail addressed to Landlord at the address first herein
above given or at such other address as Landlord shall designate by written
notice.

35. Access to Demised Premises. Landlord or Landlord's agents shall have the
right (but shall not be obligated, except as otherwise set forth) to enter the
Demised Premises at any time in the case of an emergency, and, at other
reasonable times, to examine the same and to make such repairs, replacements and
improvements to the Demised Premises as Landlord may deem necessary and
reasonably desirable or to any other portion of the Building or as Landlord may
elect to perform following Tenant's failure to make repairs or perform any work
which Tenant is obligated to perform under this Lease, or for the purpose of
complying with laws, regulations and other directions of governmental
authorities. Tenant shall permit Landlord to use and maintain and replace pipes
and conduits in and through the walls and above the ceilings of the Demised
Premises and to erect new pipes and conduits therein. Landlord may, during the
progress of any work in the Demised Premises, take all necessary materials and
equipment into same without such action constituting an eviction nor shall the
Tenant be entitled to any abatement of Fixed Rent while such work is in


                                       20
<PAGE>   24

progress nor to any damages by reason of loss or interruption of business or
otherwise. Throughout the Term, Landlord shall have the right to enter the
Demised Premises at reasonable hours for the purpose of showing the same to
prospective purchasers or mortgagees of the Building or the Property, and during
the last six months of the Term, for the purpose of showing the same to
prospective purchaser. If Tenant is not present to open and permit an entry into
the Demised Premises in an emergency, Landlord or Landlord's agents may enter
by master key or forcibly and, provided reasonable care is exercised to
safeguard Tenant's property, such entry shall not render Landlord or its agents
liable therefor, nor in any event shall the obligations of Tenant hereunder be
affected, except for damage or injury to property caused by Landlord's (or
Landlord's servants', agents' and employees') negligent, illegal or willfully
tortuous acts, taking into account all of the circumstances. If during the last
month of the Term, Tenant shall have removed all or substantially all of
Tenant's property therefrom, Landlord may immediately enter the Demised Premises
and alter, renovate and redecorate without limitation or abatement of Fixed
Rent, or liability to Tenant for any compensation and such act shall have no
other effect on this Lease or Tenant's obligations hereunder. Landlord shall
have the right at any time, without the same constituting an eviction and
without incurring liability to Tenant, to change the arrangement and/or location
of public entrances, passageways, doors, doorways, corridors, elevators, stairs,
toilets, or other public part or parts of the Building and to change the name,
number or designation by which the Building may be known.

36. Captions. The Captions contained in this Lease are inserted only as a matter
of convenience and for reference and in no way define, limit or describe the
scope of this Lease nor the intent of any provisions herein contained.

37. Restrictions. The words "re-enter" and "re-entry" as used in this Lease
are not restricted to their technical meaning. The term "business days" as used
in this Lease shall exclude Saturdays, Sundays and all days observed by the
State or Federal Government as legal holidays and those designated as holidays
by the union or union to which Landlord's employees (from time to time) may
belong.

38. Rules and Regulations. Tenant and Tenant's servants, employees, agents,
visitors and licensees shall observe and comply with the Rules and Regulations,
with respect to the Building as the same are attached hereto as Exhibit 4 and
made a part hereof, and such other and further reasonable rules and regulations
as Landlord or Landlord's agents may from time to time adopt and deliver notice
of to Tenant, provided the same do not unreasonably interfere with the
Represented Use or result in a material increase in operating Expenses. Any
right to dispute the reasonableness of any additional rule or regulation upon
Tenant's part shall be deemed waived unless the same shall be asserted by
service of a notice, in writing upon Landlord within ten (10) business days
after Landlord's notice thereof. Landlord shall not be liable to Tenant for
violation of the Rules and Regulations by any other or by such tenant's
servants, employees, agents, visitors or licensees.

39. Quiet Enjoyment. Landlord covenants and agrees that upon Tenant promptly
paying the Rent and observing and performing all the terms, covenants and
conditions on Tenant's part to be observed and performed, Tenant may peaceably
and quietly have, hold and enjoy the Demised Premises for the Term, including
appurtenances thereto such as common areas and the Parking Spaces, subject
nevertheless, to the terms, covenants and conditions of this Lease and to any
ground lease, underlying leases and mortgages. Landlord covenants that Landlord
is the court appointed receiver of the Demised Premises and has authority to
lease the Demised Premises to Tenant under the terms of this Lease and that so
long as Tenant shall pay the Rent and shall keep, observe and perform all of the
other covenants of this Lease, Tenant shall and may peaceably and


                                       21
<PAGE>   25

quietly have, hold and enjoy the Demised Premises during the Term, free of
interference from Landlord or those claiming through or under Landlord, subject
nonetheless to the terms and conditions of this Lease. This covenant shall be
construed as running with the Demised Premises to and against subsequent owners
and successors in interest, and is not, nor shall it operate or be construed as,
a personal covenant of Landlord, except to the extent of Landlord's interest in
the Demised Premises and only so long as such interest shall continue, and
thereafter this covenant shall be binding only upon such subsequent owners and
successors in interest, to the extent of their respective interests, as and when
they shall acquire the same, and only so long as they shall retain such
interest.

40. Successors and Assigns. Without prejudice to Tenant's obligations pursuant
to the provisions of Section 7 above, this Lease shall be binding on the
parties, their heirs, administrators, executors, successors and assigns.

41. Security Deposit. Tenant has deposited with Landlord an amount equal to two
months of Fixed Rent as security for the faithful performance and observance by
Tenant of the terms, provisions and conditions of this Lease (the "Security
Deposit"). It is agreed that in the event Tenant defaults with respect to any of
the terms, provisions and conditions of this Lease, including (but without
limitation) the payment of Rent, Landlord may, if the default is not cured
within a period of thirty (30) days after service of a written notice of default
on Tenant, use, apply or retain the whole or any part of the Security Deposit to
the extent required for the payment of same or any other sum as to which Tenant
is in default or for any sum which Landlord may expend or may be required to
expend by reason of Tenant's default with respect to any of the terms, covenants
and conditions of this Lease, including, but not limited to, any damages or
deficiency in re-letting of the Demised Premises, whether such damages or
deficiency accrued before or after summary proceedings or other reentry by
Landlord. In the event that Tenant shall fully and faithfully comply with all of
the terms, provisions, covenants, and conditions of this Lease, the Security
Deposit shall be returned to Tenant at the expiration of the Term, following
surrender of possession of the Demised Premises to Landlord. In the event of a
sale of the Property or the Building or the leasing of the Building, Landlord
shall have the right to transfer the Security Deposit to the purchaser or lessee
and Landlord shall thereupon be released by Tenant from all liability for the
return of the Security Deposit and Tenant agrees to look solely to the new
landlord solely for the return of the Security Deposit, and it is agreed that
the provisions hereof shall apply to every transfer or assignment made of the
Security Deposit to a new landlord. Tenant further covenants that Tenant will
not assign or encumber the Security Deposit and that Landlord shall not be bound
by any such assignment or encumbrance.

42. Consent. Wherever in this Lease Landlord's approval or consent is required,
such approval or consent shall not unreasonably be withheld or delayed.

43.  Mortgagee.

The effectiveness of this Lease is subject to the written approval of the
current mortgagee of the Property (the "Mortgagee") within fifteen (15) days
from the date hereof. Said approval shall be diligently and promptly applied for
and processed by Landlord. Tenant shall make no contact with Mortgagee for any
reason whatsoever without Landlord's prior written consent or as may be
otherwise specifically provided to the contrary herein. If Landlord notifies
Tenant in writing within twenty (20) days after the date hereof that said
approval has been withheld, then this Lease shall terminate and be of no further
force and effect. Landlord shall have no liability or responsibility to Tenant


                                       22
<PAGE>   26

whatsoever if this Lease is not approved by Mortgagee, other than to promptly
return all pre-paid Rent and the Security Deposit.

Tenant agrees to deliver by registered mail to Mortgagee or any future
mortgagees and/or trust deed holders, a copy of any notice of default served
upon the Landlord, provided that prior to such notice Tenant has been notified
in writing of Mortgagee's address and the addresses of such future mortgagees
and/or trust deed holders. Tenant further agrees that if Landlord shall have
failed to cure such default within the time provided for in this Lease, then
Mortgagee or such future mortgagees and/or trust deed holders shall have an
additional sixty (60) days within which to cure such default or, if such
default cannot be cured within that time, then such additional time as may be
necessary to cure such default shall be granted if within such sixty (60) days
Mortgagee or such future mortgagee and/or trust deed holder has commenced and is
diligently pursuing the remedies necessary to cure such default (including,
without limitation, commencement of foreclosure proceedings if necessary to
effect such cure) in which event this Lease shall not be terminated while such
remedies are being so diligently pursued. Notice of the termination of this
Lease pursuant to the terms of this Section 43 by Tenant shall not be effective
unless and until said notice is duly delivered and any such interested party
shall fail to cure the default upon which such termination notice is based.
Tenant hereby agrees not to look to any successor in title to the Property (or
mortgagee in possession) for accountability for the Security Deposit, unless the
same has actually been received by such successor in title or mortgagee in
possession.

In the event that Mortgagee or any future mortgagee shall foreclose its
mortgage, or exercise any of the other remedies provided for by law or contained
in such mortgage resulting in the transfer of fee title to the Property (or any
part thereof containing the Demised Premises) then Tenant will, upon request by
any person or entity succeeding to the interest of Mortgagor as a result of such
enforcement, automatically become the tenant of such successor in interest,
without any change in the terms, covenants and conditions of this Lease,
provided, however, that such successor in interest shall not be bound by (i) any
payment of Rent (Fixed or Additional) for more than one (1) month in advance,
other than the Security Deposit if such successor in title shall obtain the
same, or (ii) any amendment or modification of this Lease made without the
consent of Mortgagee or any such successor in interest. Upon request by any such
successor in interest, Tenant shall execute and deliver an instrument or
instruments confirming such attornment, provided that Tenant's failure to do so
shall not affect the provisions of this Section 43(c) and if Tenant shall fail
to execute any such instrument within ten (10) days of request therefor, Tenant
hereby irrevocably constitutes and appoints Landlord and/or any such successor
in interest as attorney-in-fact, coupled with an interest, to execute and
deliver the same for and on behalf of Tenant.

44. Transfer of Landlord's Interest.

The term "Landlord" as used in this Lease, so far as covenants or agreements on
the part of Landlord are concerned, shall be limited to mean and include only
the owner or owners of Landlord's interest in this Lease. Upon any transfer or
transfers of such interest, Landlord herein named (and in case of any
subsequent transfer the then transferor) shall thereafter be relieved of all
liability for the performance of any covenants or agreements on the part of
Landlord contained in this Lease.

45. Notices. All notices, demands or other communications ("notices") permitted
or required to be given hereunder shall be in writing and, if mailed postage
prepaid by United States certified or registered mail, return receipt requested,
shall be deemed given on the sooner of: (a) three (3) days after the date of
mailing thereof; or (b) the date of actual receipt. All notices not so


                                       23
<PAGE>   27

mailed shall be deemed given on the date of actual receipt. Notices shall be
addressed as follows: (a) If to Landlord, to: John DiMenna, Seaboard Property
Management, Inc., Two Stamford Landing, Stamford, CT 06902 and (b) if to
Tenant, to Bob Coletti, Intelligent Information, Inc., One Dock St., Stamford,
CT 06902. Landlord and Tenant may from time to time by notice to the other
designate another place or other places for the receipt of future notices.

46. Shoring

If any excavation or construction is made adjacent to, upon or within the
Building, or any part thereof, Tenant shall afford to any and all persons
causing or authorized to cause such excavation or construction license to enter
upon the Demised Premises for the purpose of doing such work as such persons
shall deem necessary to preserve the Building or any portion thereof from injury
or damage and to support the same by proper foundations, braces and supports,
without any claim for damages or indemnity or abatement of the Rent, or of a
constructive or actual eviction of Tenant.

47. Miscellaneous

In any action or proceeding which Landlord or Tenant may be required to
prosecute to enforce its respective rights hereunder, the unsuccessful party in
such action or proceeding agrees to pay all costs incurred by the prevailing
party therein, including reasonable attorneys' fees. If Landlord commences any
summary proceeding or an action for non-payment of the Rent or any portion
thereof, Tenant shall not interpose any non-mandatory counterclaim of any nature
or description in any such proceedings or action.

This Lease shall be deemed to have been made in and shall be construed in
accordance with the laws of the State of Connecticut.

This Lease sets forth all the covenants, promises, agreements, conditions and
understandings between Landlord and Tenant concerning the Demised Premises, the
Building and the Property, and there are no covenants, promises, agreements,
conditions or understandings, either oral or written, between them other than as
are herein set forth. Except as herein otherwise provided, no subsequent
alteration, amendment, change or addition to this Lease shall be binding upon
Landlord or Tenant unless reduced to writing and signed by them.

At the request of either party, Landlord and Tenant shall execute, acknowledge
and deliver a memorandum with respect to this Lease sufficient for recording. In
no event shall this Lease be recorded and if Tenant records this Lease in
violation of the terms hereof, in addition to any other remedy available to
Landlord upon Tenant's default, Landlord shall have the option to terminate this
Lease by recording a notice to such effect. If a memorandum of this Lease is
recorded, Tenant shall, on the expiration of the Term, execute, acknowledge and
deliver to Landlord an instrument in recordable form releasing and quitclaiming
to Landlord all right, title and interest of Tenant in and to the Demised
Premises by reason of this Lease or otherwise.

Tenant shall have no claim, and hereby waives the right to any claim, against
Landlord for money damages by reason of any refusal, witholding or delaying by
Landlord of any consent, approval or statement of satisfaction, and in the event
of such refusal, withholding or delay. Tenant's only remedies therefor shall be
an action for specific performance, injunction or declaratory judgment to
enforce any such requirement.

If any provision contained in an exhibit or addendum hereto is inconsistent with
any other provision of this Lease, the provision contained in such exhibit or
addendum shall control, unless otherwise provided herein or in such exhibit or
addendum.


                                       24
<PAGE>   28

The use of the neuter singular pronoun to refer to either party shall be deemed
a proper reference even though it may be an individual, partnership, corporation
or a group of two or more individuals or corporations. The necessary grammatical
changes required to make the provisions of this Lease apply in the plural number
where there is more than one Landlord or Tenant and to either corporations,
associations, partnerships or individuals, males or females, shall in all
instances be assumed as though in each case fully expressed.

This Lease has been executed in several counterparts, all of which constitute
one and the same instrument.

As used in this Lease, any list of one or more items preceded by the word
"including" shall not be deemed limited to the stated items but shall be deemed
without limitation.

If more than one person or entity executes this Lease as Tenant, each such
person or entity shall be jointly and severally liable for observing and
performing each of the terms, covenants, conditions and provisions hereof to be
observed or performed by Tenant.

Tenant shall assume and pay to Landlord at the time of paying the Rent or any
portion thereof any excise, sales, use, gross receipts or other taxes (other
than a net income or excess profits tax) which may be imposed on or measured by
the Rent or portion thereof or as may be imposed on or on account of the
Landlord and Tenant relationship evidenced and provided for hereby and which
Landlord may be required to pay or collect under any law now in effect or
hereafter enacted.

48. Acceptance. The offer represented in this Lease is not accepted by Landlord
until all counterparts of this Lease have been fully executed and delivered by
both Landlord and Tenant.

     IN WITNESS WHEREOF, Landlord and Tenant have executed and delivered this
Lease the day and year first above written.

                            Landlord:
                            SEABOARD PROPERTY MANAGEMENT, INC.
                            RECEIVER ONE DOCK STREET

                            By:
                               -------------------------------
                                Its


                            Tenant:
                            INTELLIGENT INFORMATION INCORPORATED

                            By:
                               -------------------------------
                                 Its CEO


                                       25
<PAGE>   29

                                   EXHIBIT 1

                                 [MAP OMITTED]


<PAGE>   30

                                    EXHIBIT 2

                                   WORKLETTER
                                 ONE DOCK STREET

This schedule sets forth the Finish Work to be furnished and installed by
Landlord without cost to Tenant, which Finish Work, unless otherwise specified,
shall be of the material, design, capacity, finish and color of the building
standard adopted by the Landlord for the building.

Tenant Plans & Specifications

All plans shall be prepared at the Landlords sole expense, and shall include
both Building Standard Work and Special Work. The plans shall be consistent with
all applicable building codes, and with the design, structural capacities,
construction, and equipment of the building. All HVAC, electrical, plumbing, and
structural plans and specifications shall be prepared by Landlord's engineers at
Landlord's sole expense.

All Tenant plans and specifications are subject to Landlord's written approval,
which Landlord covenants it will not unreasonably withhold. Tenant plans shall
be filed for approval and issuance of all permits with the appropriate public
authorities at Landlord's expense.

The Landlord will bear the cost of the work to the extent that it constitutes
Building Standard Work, and Tenant will pay to the Landlord, the cost of all
that part, if any, of the work which constitutes special work. No allowance will
be made for the omission of any Building Standard Work except in the case where,
at the request of the Tenant and with approval of the Landlord, part of the
Building Standard Work is omitted and the Special Work of a similar nature and
for a similar use is substituted and incorporated in the work.

"Tenant may substitute like items for Building Standard Items, provided that (a)
such substitute shall be of a like nature and of equal or greater quality for
that of which it was substituted, and (b) Landlord shall install such
substitute."

Before proceeding with any special work (work requested by Tenant over and above
Building Standard Work) Landlord shall submit to Tenant an estimate of the cost
of such work and a statement of terms and conditions in which said Special Work
is to be performed.

The cost of Special Work shall mean the actual cost incurred by the Landlord, in
having such work done by its contractor(s), plus the charges of any engineers
whose services may be required, plus 10% overhead and 10% profit.

1.    Partitions

Furnish and install not more than one lineal foot of partition, as described
below, for each 15.0 square feet of area rented. The partition is from floor to
deck (or ceiling), and consists of 2- _._ steel studs, 1/2" sheetrock on each
side, and 4" vinyl base. There will be no jogs, curves or angles on any
partition. Partitions terminating at the Building exterior wall shall meet
either a mullion or pilaster.

2.    Doors and Frames

A.    Each Tenant shall have one Building Standard Tenant entrance, as described
      below. Said entrance shall consist of a red oak framed entrance - 5 x 8,
      with a 3 x 8 c 1-3/4 solid core red oak door, sidelight (window), and
      oak signage panel.


<PAGE>   31

B.    Furnish and install not more than one 2'-8" x 7 x 1-3/4" solid core red
      oak veneer door, or equal, per each, 25 lineal feet of Landlord's standard
      partitioning as described above.

C.    All doors (except Tenant entrance) to be set in hollow metal frame.

3.    Hardware

A.    Tenant Entrance - furnish and install one lever handled mortise lock,
      surface mounted closer, butts, silencers, strike plates, etc.

B.    For all doors supplied by landlord, furnish and install latch set, butts,
      silencers, strike plate etc.

C.    All Hardware to be Schlage or equal.

D.    All locksets shall be keyed to the Building master Key system.

4.    Ceilings

      All wood Ceilings to be sandblasted, and exposed.

5.    Electrical

A.    Lighting - Furnish and install not more than one 2 x 4 fluorescent
      fixture, pendant mounted each having four lamps with standard ballasts for
      each 100 square feet rented.

B.    Switches - Furnish and install not more than one (1) switch for the above
      described light fixtures, per each 350 square feet of area rented.
      Switches to be installed in sheetrock partitions.

C.    Outlets - Furnish and install not more than one duplex wall convenience
      electrical outlet, in sheetrock partition, for each 150 square feet of
      area rented.

The Building will contain wires, risers, conduits, feeders and panelboards
necessary to provide an electrical load of five (5) watts per square foot of
rentable floor area.

6.    Venetian Blinds

      Landlord shall supply and install Leveler or equal venetian blinds at all
      exterior windows.

7.    Floor Covering

      A carpeting allowance of $15.00 per square foot of rentable area will be
      allowed to Tenant.

8.    Painting

A.    Prepare all new surfaces for paint and paint all sheetrock walls two (2)
      coats of flat paint, in colors to be selected by Tenant from Building
      Standard color chart, not to exceed one (1) color per room, and four (4)
      colors per floor. Where colors meet on any partition or other flat
      surface, such color breaks shall be at Landlord's expense.

B.    All trims shall be finished with two (2) coats of semi-gloss enamel.
      Colors to be selected by Tenant from Building Standard color chart.

C.    All interior wood doors shall receive stain, clear finish, or paint, as
      desired by Tenant. All Tenant entrance doors shall receive Building
      Standard finish.


<PAGE>   32

D.    "All exposed piping, ductwork and steel reinforcing plates, shall be
      painted, in a color selected by Tenant, from Building Standard color
      chart, not to exceed four (4) colors per floor and one (1) color per
      room."

      Painting of any piping, ductwork, etc. installed as a result of work not
      covered by the Building Standard Work (ie - Special Work) shall be at
      Landlord's expense.

9. HVAC

A.    The Building HVAC system shall consist of a combination of central core
      and perimeter heat pump unit to heat and cool at every other window of the
      exterior wall of the demised premises. The system is designed to maintain
      the following temperatures and relative humidities in the demised
      premises:

I.    Cooling Cycle -

            Interior - 75 F - Dry Bulb
                       50% - Relative Humidity
            Exterior - 95 F - Dry Bulb
                       75 F - Wet Bulb

II.   Heating Cycle -

                       70 F interior at 0 F exterior

B.    The Landlord shall furnish and install the following for interior space:

      1.    One (1) 9" x 9" - 4 way diffuser per 150 square feet of rented
            area.

      2.    One (1) 12" x 12" - 4 way diffuser per 300 square feet of rented
            area.

      "The sizes are approximate. The actual sizes will be in accordance with
      the engineer's recommendations, based on the actual design of the demised
      premises."

C.    Design standards, and maintenance of these conditions is based on an
      occupancy of not more than one person per 100 square feet of rentable
      floor area, and a total connected load of not more than four (4) watts per
      square foot of rentable floor area, for lighting and standard electrical
      office power.

10.   Life Safety Systems

A.    Any relocation of Building sprinkler heads shall be at the Landlord's
      expense.

B.    Landlord will furnish and install building standard exit signs as required
      by applicable local codes.
<PAGE>   33

                               RIDER TO EXHIBIT 2

Exhibit 2 is included herein only to set forth the design standards for the
Building and a minimum acceptable quality of materials and finishes and is not
meant to represent work within the Demised Premises to be performed by Landlord.

1. Landlord will provide the labor, materials and equipment to complete the work
as per the attached drawing by CPG Architects dated April 26, 1995.

2. Landlord will install and provide a telephone system integrated into a common
building system operated by an independent contractor. All inbound and outbound
telephone calls may, at Tenant's option be routed through the common switch
using major carriers. Access charges, local and long distance rates will be
competitive with the lowest rates in the Stamford area for a business of
comparable size and calling pattern. The Demised Premises will be wired using
Category 3 and/or 5 cabling as necessary, and shall include 18 handsets, which
will include substantially all the features (other than voice mail) listed in
the brochure attached hereto and made a part hereof.

Additional handsets and cabling, and maintenance after the expiration of a one
year warranty period, will be at the Tenant's expense. Tenant can obtain central
equipment to provide a self contained system for an additional $5000 [or $7500
if more than 20 phones] adjusted for inflation from the Landlord's contractor
during the original term of the Lease.

3. Tenant may install at its sole expense, 5 satellite dish(es) on the roof.
Location and installation to be agreed upon by Landlord and Tenant.

Additional satellite dishes may be installed with reasonable approval of
Landlord subject to space available on the roof.

<PAGE>   34

                                [GRAPHIC OMITTED]

<PAGE>   35

                                                           ONYX
                                                           Digital Communication
                                                                         Systems

                                [GRAPHIC OMITTED]

                                                                 HIGH TECHNOLOGY
                                                              WITH A HUMAN TOUCH

<PAGE>   36

          No two ONYX Digital Communication Systems are exactly alike.

                              The Power To Be Human.

      There's an ONYX system for virtually every business environment. And built
into each system is a level of flexibility unmatched in the industry, allowing
businesses to create a truly customized telecommunications system. Businesses of
all types and sizes have discovered that ONYX gives their telecommunications a
human quality--adaptability.

      Every telephone in an ONYX system; ONYX II, ONYX III and ONYX IV, can be
programmed to react to changing business conditions as they occur. With the
tremendous range and variety of useful features, each ONYX system is a powerful
smart new tool for communicating, from desk to desk, headquarters to field, you
to your customers.

      The moment you pick up the solidly built, ergonomically sculptured ONYX
handset, something tells you you're dealing with a very special telephone. The
large, soft-touch dial pad and clear display reflect the human engineering
behind the scenes. ONYX is engineered for people, people working in all types of
businesses, each with a very unique set of communication requirements. The best
in digital communication is now easily within reach with ONYX. It's high
technology with a human touch.

                          More Than A Telephone Today.

      Sophisticated voice and text processing features, all with ONYX
adaptability, make your telephone system a customized multi-functional office
tool.

      With Text Messaging you get up to 64 preprogrammed messages such as "In a
meeting," and "On Vacation". When you receive an internal call, you can have
your message appear automatically on the caller's display phone. Some messages
can be customized. Choose a message such as "Back at ____" and fill in the
appropriate time using the dial pad.

      You can also use your ONYX display telephone as a phone book, scroll
through a list of names and press the dial key when you see the name of the
person you want to call. On internal calls, you'll see the name of the person
calling you appear on the LCD of your display phone. And Text Prompts help
smooth feature operation.

      The addition of a digital voices processor card gives you a useful array
of specialized voice processing features. You can hear feature prompts such as
"for auto call-back, press the callback key," and hear the status of an
extension; "do not disturb." And with Personal Greeting just speak into your
phone to record a brief message. This card also gives you Park and Page. Leave a
message to yourself such as "Bill, you have a call," and have that message
automatically sent throughout the system (or through an external paging system)
when your extension rings. Another power voice processing feature, Automated
Attendant, brings people together. It gives your company flexibility in the way
incoming calls are handled, electronically greeting callers and directing them
to proper extensions, all within a framework of greetings, message handling and
call routing procedures you customize.


                                [GRAPHIC OMITTED]

<PAGE>   37


      Add an ONYX Voice Mail unit to the Automated Attendant and you get the
maximum in voice processing. When leaving the office simply forward your calls
to your ONYX mailbox. Reply to a colleague's message automatically; you don't
even have to know their extension number. While callers often forget to leave
the time of their message, ONYX won't. It can tell you the time and date of each
message. ONYX will also contact you at your home, cellular phone or pager,
anywhere you designate. Moreover, ONYX Voice Mail is fully integrated, meaning
you get quick and easy access to all the features. To call your mailbox, for
example, all you have to do is press the phone's message key.

                        ONYX Will Be Even More Tomorrow.

      ONYX gives you maximum flexibility today and room for growth tomorrow.
Each telephone can adapt to individual and departmental needs as they change.
And every system in the ONYX series uses the same telephone instruments so that
your telecommunication system can grow with your business, all the way to a
72-line, 180-station system.

      Data features make ONYX perfect for the coming age of the paperless
office, while helping with some very practical data transmission jobs today.
Costly dedicated data lines and dedicated modems can be eliminated and employees
can use ONYX for peripheral sharing, accessing mainframes, file service and for
broadcasting to multiple terminals.

                     Designed To Lower Communication Costs.

      With its state-of-the-art call management features, you might want to
refigure overhead costs after installing an ONYX system.

      Toll Restriction helps you control expensive long-distance calls by
allowing you to decide what can be dialed from each phone, while Automatic Route
Selection saves you money automatically choosing the least expensive
long-distance carrier.

      Simplify billing with an Account Code procedure which documents time for
clients and assures the call is billed to the appropriate customer. Track the
calls made from each extension with Station Message Detail Recording and
optimize line usage with built-in Call Management Reports.

      With Remote Diagnostics you'll save on service calls. ONYX monitors its
own health and automatically reports faults to the attendant. Remote Access
reduces costly co-site service time and eliminated unnecessary site visits.

                   With Features To Boost Office Productivity.

      A comprehensive selection of Automatic Call Distribution (ACD) features
allows automatic distribution of calls equally among agents, provides management
with full reports, and supervisors with monitoring and override capabilities.
Enhanced ACD features in ONYX IV support up to sixteen groups and sixteen
supervisors and provides an impressive list of system management features. It
alerts the supervisor when a call threshold is reached so overflow calls can be
picked up or redirected to another ACD group or messaging option. With the
addition of a digital voice processing card, the ACD supervisor can easily
program and store a system-wide announcement right from the telephone.

      Delayed Ringing and Call Coverage mean you won't miss important messages
or discourage callers. After a selected number of rings, your call.

                               [GRAPHIC OMITTED]

                               Standard Telephone

                               [GRAPHIC OMITTED]

                               Display Telephone

<PAGE>   38

                                [GRAPHIC OMITTED]

                         5400  5401      5402    5403    5404

                         5405  5406      5407    5408    5409

                         PAT   BILL      JOE     MIKE    PAUL

                         VERA  BONNIE    AL      JANE    CAROL

                                [GRAPHIC OMITTED]

                         PAGE  PARK      C.FWD   C.BACK   MSG

                         HOLD  INTERCOM  CONF    DHO     [ILLEGIBLE]
                                              [ILLEGIBLE]
<PAGE>   39

ONYX, II, III, IV Features

[ILLEGIBLE]

                                [GRAPHIC OMITTED]

                            Attendant Display Console

                                                       DEDICATED TO YOUR SUCCESS

                                                            NITSUKO AMERICA

                                                           TELECOM DIVISION

                                                                4 FOREST PARKWAY
                                                               SHELTON, CT 08484
                                                               TEL: 208 828-5400
                                                               FAX: 203-828-5458

<PAGE>   40

                                    EXHIBIT 3

                             CLEANING SPECIFICATIONS

GENERAL CLEANING NIGHT SERVICES

      NIGHTLY

      Dust sweep flooring with specially treated cloths to ensure dust-free
      floors.

      Wash granite flooring in Building entrance foyers.

      Carpet sweep carpeted areas and rugs four nights each week and vacuum once
      each week, moving light furniture other than desks, file cabinets, etc.

      Clean and vacuum elevator cabs nightly.

      Sweep private stairways; wash as necessary and/or vacuum private
      stairways.

      Empty and clean wastepaper baskets, ash trays, receptacles, etc., damp
      dust as necessary.

      Clean cigarette urns and replace sand or water as necessary.

      Remove wastepaper and waste materials to a designated area in the
      premises, using special janitor carriages.

      Dust and wipe clean furniture, fixtures, desk equipment, telephones and
      window sills with specially treated cloths.

      Dust baseboards, chair rails, trim, louvers, pictures, charts, doors, etc.
      within reach

      Wash drinking fountains and coolers; polish as necessary.

OFFICE AREAS -- PERIODIC CLEANING

      Remove fingermarks from metal partitions and other similar surfaces, as
      necessary.

OFFICE AREAS -- HIGH DUSTING

      Do high dusting every three months which includes the following:

      --    Dust pictures, frames, charts, graphs and similar wall hangings not
            reached in nightly cleaning.

      --    Dust exterior of lighting fixtures

      --    Dust overhead pipes, sprinklers, etc.

      --    Dust venetian blinds.

      --    Dust window frames.

            Dust vertical surfaces such as partitions, ventilating louvers, etc.
            not reached in nightly cleaning.

LAVATORIES -- NIGHTLY

      Sweep and wash flooring with approved germicidal detergent solution, using
      spray-tank method.

      Wash and polish mirrors, powder shelves, bright work, etc., including
      flushometers, piping and toilet seat hinges.

<PAGE>   41

      Wash both sides of toilet seats, wash basins, bowls and urinals with
      approved germicidal detergent solution.

      Dust partitions, tile walls, dispensers, doors and receptacles.

      Remove wastepaper and refuse to a designated area in the premises, using
      special janitor carriages.

      Fill toilet tissue, soap and towel dispensers with supplies.

WINDOWS

      Interior and exterior windows to be washed annually.

Tenants requiring services in excess of those described above shall request the
same through Landlord, at such tenant's expense.

<PAGE>   42

                                    EXHIBIT 4

                              RULES AND REGULATIONS

1.    The right of all tenants with respect to use of entrances, corridors and
      elevators of the Building are limited to ingress to and egress from each
      tenant's premises for tenants and their respective employees, licensees
      and invitees and for no other purpose. No tenant shall invite to such
      tenant's premises or permit the visit of persons in such numbers or under
      such conditions as to interfere with the use and enjoyment of any of the
      plazas, entrances, corridors, escalators, elevators and other facilities
      of the Building by other tenants. Fire exits and stairways are for
      emergency use only and they shall not be used for any other purposes by
      any tenant, the employees, licensees or invitees. No tenant shall encumber
      or obstruct or permit the encumbrance or obstruction of any of the
      sidewalks, plazas, entrances, corridors, elevators, fire exits or
      stairways of the Building. Landlord reserves the right to control and
      operate the public portions of the Building and the public facilities, as
      well as facilities furnished for the common use of all tenants, in such
      manner as Landlord deems best for the benefit of tenants generally.

2.    The cost of repairing any damage to the public portions of the Building or
      the public facilities or to any facilities used in common with other
      tenants, caused by a tenant or the employees, licensees or invitees of
      such tenant, shall be paid by such tenant.

3.    Landlord may refuse admission to the Building, outside of ordinary
      business hours to any person not known to the watchman in charge or not
      having a pass securing access code issued by Landlord or not properly
      identified and may require all persons admitted to or leaving the Building
      outside of ordinary business hours to register. All employees, agents and
      visitors of each tenant shall be permitted to enter and leave the Building
      whenever appropriate arrangements have been previously made between
      Landlord and such tenant with respect thereto. Each tenant shall be
      responsible for all persons for whom he requests such persons. Any person
      whose presence in the Building at any time shall, in the judgment of
      Landlord, be prejudicial to the safety, character, reputation and interest
      of the Building or its tenants may be denied access to the Building or may
      be ejected therefrom. In case of invasion riot, public excitement or other
      commotion, Landlord may prevent all access to the Building during the
      continuance of the same by closing the doors or otherwise, for the safety
      of the tenants and protection of property in the Building. Landlord may
      require any person leaving the building with any Package or other object
      to exhibit a pass from the tenant occupying the premises from which the or
      object is being removed but the establishment and enforcement of such
      requirement shall not impose any responsibility on Landlord for the
      protection of any tenant against the removal of property from the premises
      of such tenant. Landlord shall, in no way, be liable to any tenant for
      damages or loss arising from the admission, exclusion or ejection of any
      person to or from such tenant's premises or the Building under the
      provisions of this rule.

4.    No tenant shall obtain or accept for use in its premises floor polishing,
      lighting maintenance, cleaning or other similar services from any persons
      not authorized by Landlord, which authorization will not be unreasonably
      withheld. Such services shall be furnished only at such hours, in such
      places within such tenant's premises and under such regulations as may be
      fixed by Landlord.

<PAGE>   43

5.    No awnings or other projections over or around the windows shall be
      installed by any tenant and only such window blinds as are supplied or
      permitted by Landlord shall be used in any tenant's premises.

6.    All entrance doors in each tenant's premises shall be left locked when the
      tenant's premises are not in use. Entrance doors shall not be left open at
      any time. All windows in each tenant's premises shall be kept closed at
      all times.

7.    No noise, including the playing of any musical instruments, radio or
      television which, in the judgment of Landlord, might disturb other tenants
      in the Building shall be made or permitted by any tenant except as
      expressly approved by Landlord. Nothing shall be done or permitted in any
      Tenant's premises and nothing shall be brought into or kept in any
      tenant's premises, which would impair or interfere with any of the
      Building services or the proper and economic heating, cleaning or other
      servicing of the Building or any premises therein, or the use or enjoyment
      by any other tenant of any other premises, nor shall there be installed by
      any tenant any ventilating, air conditioning, electrical or other
      equipment of any kind, which in the sole judgment of Landlord might cause
      any such impairment or interference. No dangerous, inflammable,
      combustible or explosive object or material shall be brought into the
      Building by any tenant or with the permission of any tenant.

8.    No acids, vapors or other materials shall be discharged or permitted to be
      discharged into the waste lines, vents or flues of the Building which may
      damage them. The water and wash closets and other plumbing fixtures in or
      serving any tenant's premises shall not be used for any purpose other than
      the purpose for which they were designed or constructed and no sweeping,
      rubbish, rags, acids or other foreign substances shall be deposited
      therein. All damage resulting from any misuse of the fixtures shall be
      borne by the tenant who, or whose servants, employees, agents, visitors or
      licensees, shall have caused the same.

9.    No signs, advertisements, notices or other lettering shall be exhibited,
      inscribed, painted or affixed by any tenant on any part of the outside of
      the Building or the premises occupied by such tenant, without the prior
      consent of the Landlord. In the event of violation of the foregoing by any
      tenant, the Landlord may remove the same without any liability and may
      charge the expense incurred by such removal to the tenant or tenants
      violating this rule. Interior signs and lettering on doors and elevators
      shall be inscribed, painted or affixed for each tenant by Landlord at the
      expense of such tenant and shall be of a size, color and style acceptable
      to Landlord. Landlord shall have the right to prohibit any advertising by
      any tenant which impairs the reputation of the Building or its
      desirability as a building for offices and upon written notice from the
      Landlord, the tenant in question shall refrain from or discontinue such
      advertising.

10.   No additional locks or bolts of any kind shall be placed upon any of the
      entrance doors or windows in any tenant's premises and no lock on any
      entrance door therein shall be changed or altered in any respect. The
      foregoing provision shall not apply to locks or bolts on doors to closets,
      storage space or cabinets contained in the premises. Duplicate keys for a
      tenant's premises and toilet rooms shall be procured only from a tenant's
      Landlord, which nay make a reasonable charge therefor. Upon the
      termination of a tenant's lease, all keys to such tenant's premises and
      toilet rooms shall be delivered to the Landlord.

11.   No tenant shall mark, paint, drill into or in any deface any part of the
      Building or the premises leased to such tenant. No boring, cutting or
      stringing of wires shall be permitted,

<PAGE>   44

      except with prior written consent of Landlord, and as Landlord may direct.
      No tenant shall install any resilient tile or similar floor covering in
      the premises leased to such tenant except in a manner approved by
      Landlord.

12.   No tenant shall use or occupy or permit any portion of the premises leased
      to such tenant to be used or occupied as an office for a public
      stenographer or typist or as a barber or manicure shop or as an employment
      bureau. No tenant or occupant shall engage or pay any employees in the
      Building, except those actually working for such tenant or occupant in the
      Building.

13.   No premises shall be used or permitted to be used at any time, as a store
      for the sale of goods, wares or merchandise of any kind or as a
      restaurant, shop, booth, bootblack or other stand, or for the conduct of
      any business or occupation which predominantly involves direct patronage
      of the general public in the premises leased to such tenant or for
      manufacturing or for other similar purpose.

14.   The requirements of tenants will be attended to only upon application at
      the office of the Building. No employee of Landlord shall perform any work
      or do anything outside of the regular duties of such employee, unless
      under special instructions from the office of Landlord

15.   No employees of any tenant shall loiter around the hallways, stairways,
      elevators, front, roof or any other part of the Building used in common by
      the occupants thereof.

16.   If the premises leased to any tenant shall become infested with vermin
      because of tenant's use thereof, such tenant, at its expense, shall
      promptly cause its premises to be exterminated, to the satisfaction of
      Landlord and shall employ such exterminators therefor as shall be approved
      by Landlord.

17.   Canvassing, soliciting and pedaling are prohibited and no tenant shall
      suffer or permit the same on or about any portion of the Building.

<PAGE>   45

                                    EXHIBIT 5

                        OPERATING EXPENSE AND IMPOSITINS
                       INCLUDING IN ANNUAL FIXED RENT RATE
                             ESTIMATED 1995 EXPENSES

                                 ONE DOCK STREET

OPERATING EXPENSES                                                      AMOUNT
------------------                                                      ------

Insurance                                                               $ 20,000

Cleaning                                                                $ 70,000

Repairs & Maintenance                                                   $ 90,000

On Site Superintendent                                                  $ 31,300

Security                                                                $ 61,300

Management Fees                                                         $ 45,000

Water & Sewer                                                           $  4,300

Miscellaneous                                                           $  8.500
                                                                        --------

TOTAL OPERATING EXPENSES                                                $330,400

REAL ESTATE TAXES                                                       $ 92,000

<PAGE>   46

                                    EXHIBIT 6

                              ADDITIONAL PROVISIONS
                      INTELLIGENT INFORMATION INCORPORATED

1. Extension Option

      Provided the Tenant is not in default under the Lease, the Tenant shall
have the option, exercisable by written notice from Tenant to Landlord given not
less than four (4) months prior to the end of the initial Term, to extend the
term of this Lease for an additional five years on all of the terms and
conditions of this Lease, except that this extension option shall not apply
during the extension period.

      The Annual Fixed Minimum Rent for the extension period shall be increased
but not decreased by an amount equal to 90% of the Fair Market Rent Value to be
agreed upon by Landlord and Tenant.

2. Expansion Option

      Provided Tenant is not in default of any of its obligations under this
Lease, Landlord agrees to provide Tenant the first right of offer for contiguous
space on the fifth floor. Landlord shall give Tenant thirty (30) days written
notice of contiguous space available. If Landlord does not receive an acceptable
written offer from Tenant within thirty (30) days from receipt of Landlord's
Notice, then this option shall expire and become null and void. The Tenant
installation for the expansion space will be provided by Landlord as per the
attached work letter in Exhibit 2.

3. Option to Terminate

      Notwithstanding anything to the contrary set forth in this Lease, provided
Tenant is not in default of any of its obligations under this Lease, Tenant
shall have the option to terminate this Lease by tendering to the Landlord a
Notice of Tenant's intention to terminate this Lease, in the event that Landlord
cannot provide adequate Expansion Space within the Building. The aforesaid
Option to Terminate can only be for the period commencing on the first day of
the twenty fourth month following the Lease Commencement Date. In the event the
Option to Terminate is exercised, Tenant shall pay to Landlord as Additional
Rent all unamortized actual costs of tenant installation, brokerage commissions
and telephone installations or continue to pay rent for the balance of the Term
until the space is relet.

      In addition, Tenant may terminate this Lease in the event of a
non-correctable permanent or intermittent loss or corruption of the data flow of
the satellite transmission reception to the satellite dishes.

<PAGE>   47

             SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

      THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this
"Agreement") is made the 15th day of May, 1995, and is made between Seaboard
Equities, LLC, a Limited Liability Company, organized and existing under the
laws of the State of Connecticut with a principal place of business at Two
Stamford Landing, Stamford, CT, 06902 (the "Mortgagee") and Intelligent
Information Incorporated, a corporation, organized and existing under the laws
of the State of Delaware with a principal place of business at 6 Suburban
Avenue, Stamford, CT ("Tenant").

      BACKGROUND

      Seaboard Property Management, Inc. (the "Receiver") is the Receiver of the
fee simple interest in the premises described in Schedule A attached hereto and
made a part hereof (the "Premises"). By a lease dated May 1, 1995 (the "Lease")
made by and between Receiver and Tenant, the Premises therein described (the
"Leased Premises") being a portion of the Premises were demised to Tenant upon
the terms and conditions therein contained. Mortgagee is the owner and holder of
a certain mortgage loan in the amount of $10,000,000 (the "Mortgage") which
Mortgage covers the Premises. Mortgagee wishes to enter into this Agreement
confirming that the Lease is and shall at all times remain subject and
subordinate to the lien of the Mortgage and Tenant has agreed to the same upon
the terms and conditions hereinafter set out.

      NOW, THEREFORE, in consideration of One ($1.00) Dollar each to the other
in hand paid, receipt whereof is hereby acknowledged, and in consideration of
the mutual covenants and conditions herein contained, Mortgagee and Tenant agree
as follows:

1.    Tenant agrees that the Lease is and shall continue to be subject and
      subordinate in all respects to the Mortgage in the above principal amount,
      together with interest, and to any renewal, substitution, extension or
      replacement thereof not exceeding said amount, as if any such renewal,
      substitution, extension or replacement was executed and recorded prior to
      the execution of the Lease.

2.    Tenant agrees that Tenant shall not alter, modify, amend, change,
      surrender or cancel the Lease, or prepay any rent by more than thirty (30)
      days, without the prior written consent of Mortgagee, and Tenant shall not
      seek to be made an adverse or defendant party in any action or proceeding
      brought to enforce or foreclose the Mortgage.

3.    Notwithstanding any contrary provision contained in the Lease, Tenant will
      not exercise any rights which Tenant may have to cancel or terminate the
      Lease (whether by reason of Receiver's default thereunder or otherwise)
      without mailing to Mortgagee prior notice of such intention and affording
      Mortgagee an opportunity to cure any default or correct any other

<PAGE>   48

      circumstance or condition giving rise to such termination or cancellation.
      Tenant shall mail to Mortgagee at Mortgagee's principal place of business
      (as hereinabove set out) or at such other place as may be hereafter from
      time to time designated in writing, a copy of all material notices which
      Tenant may from time to time serve upon Receiver pursuant to the terms
      and conditions of the Lease. No such notices to Receiver shall be
      effective against Mortgagee for any purpose and no such notice shall be
      deemed to terminate or cancel the Lease unless a copy of the same is
      served upon Mortgagee at the same upon as it is served upon Receiver. At
      any time before the rights of Owner shall have been forfeited or adversely
      affected because of any default on Receiver's part, and in any event,
      within the time permitted Receiver for curing any default under the Lease,
      Mortgagee may (without obligation) cure such default, and such cure
      performed by Mortgagee shall be as effective to prevent the rights of
      Receiver from being forfeited or adversely affected as the same would have
      been if done and performed by Receiver.

4.    So long as no default exists under the Lease, the Lease shall not be
      terminated, nor shall Lessee's use, possession or enjoyment of the Leased
      Premises be interfered with or disturbed by any action or proceeding
      instituted under or in connection with the Mortgage. Mortgagee shall not
      join Tenant as a party-defendant or otherwise in any suit or action to
      foreclose the Mortgage and Tenant's use and enjoyment of the Leased
      Premises shall not be disturbed if Mortgagee shall take possession of the
      Premises (or any part thereof containing the Leased Premises) pursuant to
      any such right contained in the Mortgage. However, Mortgagee or any
      purchaser of the Premises in foreclosure or any grantee under a conveyance
      in lieu of or subsequent to foreclosure (the "New Owner") shall not be:

      (a)   Liable for any act or omission of Receiver;

      (b)   Subject to any off-sets or defenses which Tenant may have against
            Receiver;

      (c)   Bound by any rent or additional rent which Tenant may have paid for
            more than the then current month to Receiver, except to the extent
            received by New Owner; or

      (d)   Bound by any amendment or modification of the Lease made without
            Mortgagee's prior written consent; and

      Tenant agrees that Tenant will attorn to New Owner as Tenant's landlord
      for the unexpired balance (and any extensions, if exercised) of the term
      of the Lease, upon the same terms and conditions as are set forth in the
      Lease.


                                       2
<PAGE>   49

5.    This Agreement shall bind and inure to the benefit of Mortgagee and Tenant
      and their respective successors and assigns.

6.    This Agreement is made under and shall be construed in accordance with the
      laws of the State of Connecticut.

      IN WITNESS WHEREOF, Mortgagee and Tenant have executed and delivered this
Agreement as of the day and year first above written.


                                    MORTGAGEE
                              SEABOARD EQUITIES, LLC

                              By: Seaboard Properties, Incorporated

                              Its: Managing Member

                              By:
                                  --------------------------------------
                                  Its: President


                                    TENANT
                                    INTELLIGENT INFORMATION
                                    INCORPORATED

                              By:
                                  --------------------------------------
                                  Its: CEO


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