SECOND AMENDED AND RESTATED LEASE AGREEMENT


                                 between


                       The Middlebury Partnership,

                                 as Lessor,

                                   and

                     Uniroyal Chemical Company, Inc.,

                                as Lessee,

                      Dated as of August 28, 1997





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                            TABLE OF CONTENTS



                                                    Page Number
  1.  LEASE OF PREMISES; TITLE AND CONDITION.......................2
      (a)  Premises ...............................................2
      (b)  Current Lessee Parking .................................2
      (c)  Additional Lessee Parking ..............................3
      (d)  Lessee's Obligation To Contribute To Costs Of 
          Future Parking...........................................4
      (e)  No Lessor Representations ..............................5
  2.  USE   .......................................................6
  3.  TERM   ......................................................7
  4.  RENT   ......................................................7
      (a)  Fixed Rent .............................................7
      (b)  Additional Rent; Late Interest .........................9
      (c)  Rent Restrictions......................................11
      (d)  No Accord and Satisfaction.............................11
  5.  NET LEASE; NON-TERMINABILITY ...............................12
  6.  REPRESENTATIONS ............................................14
      (a)  Lessee's Representations...............................14
      (b)  Lessor's Representations...............................14
  7.  TAXES AND ASSESSMENTS; COMPLIANCE WITH LAW..................15
  8.  LIENS.......................................................25
  9.  INDEMNIFICATION ............................................26
      (a)  By Lessee .............................................26
      (b)  By Lessor .............................................27
      (c)  Mutual Release ........................................28
 10.  MAINTENANCE AND REPAIR .....................................29
 11.  ALTERATIONS ................................................30
 12.  CONDEMNATION, CASUALTY AND
      TEMPORARY REQUISITION.......................................32
      (a)  General ...............................................32
      (b)  Total Condemnation or Casualty.........................34
      (c)  Condemnation Without Election to Terminate;
           Partial Condemnation  .................................35
      (d)  Casualty Without Election to Terminate; Partial 
           Casualty...............................................36
      (e)  Temporary Requisition..................................38
      (f)  Investment of Net Proceeds.............................38
 13.  INSURANCE...................................................39
      (a)    (i)  Property Insurance..............................39
            (ii)  Boiler and Machinery Insurance..................40


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           (iii)  Comprehensive General Public Liability 
                  Insurance.......................................40
            (iv)  Workers' Compensation Insurance.................40
             (v)  Builders' Risk..................................41
      (b)  Policy Requirements....................................41
      (c)  Delivery of Certificates...............................43
      (d)  Self-Insurance.........................................44
 14.  BROKER......................................................45
 15.  PERMITTED CONTESTS..........................................45
 16.  CONDITIONAL LIMITATIONS; DEFAULT PROVISIONS.................47
 17.  ADDITIONAL RIGHTS...........................................51
 18.  NOTICES, DEMANDS AND OTHER INSTRUMENTS......................52
 19.  ESTOPPEL CERTIFICATES.......................................54
 20.  NO MERGER...................................................54
 21.  SURRENDER...................................................55
 22.  MERGER, CONSOLIDATION OR SALE OF ASSETS.....................55
 23.  SEPARABILITY; BINDING EFFECT................................56
 24.  HEADINGS AND TABLE OF CONTENTS..............................57
 25.  SUBORDINATION; NON-DISTURBANCE..............................57
 26.  SCHEDULES...................................................58
 27.  QUIET ENJOYMENT.............................................58
 28.  RECORDING OF NOTICE OF LEASE................................58
 29.  LESSOR'S OBLIGATIONS........................................59
      (a)  Management and Maintenance.............................59
      (b)  Lessee's Reimbursement Obligations.....................60
      (c)  The Power Plant........................................61
      (d)  [Intentionally Omitted]................................65
      (e)  Lessor's Operating Expense Budget......................65
 30.  UTILITIES...................................................67
      (a)  Lessee's Payments .....................................67
      (b)  Tie-In Facilities For Emergency Heating and Cooling....67
           (iii)  Rent Abatement..................................69
      (c)  Interruption of Steam Production ......................70
             (i)  For Any Reason..................................70
            (ii)  Rent Abatement..................................71
           (iii)  For Reasons Within Lessor's Control.............72
 31.  INTERIOR SECURITY...........................................74
 32.  EXTERIOR SECURITY...........................................74
 33.  STREETS AND ROADS...........................................75
 34.  SELLER'S PERFORMANCE OF LESSEE'S OBLIGATIONS................75
 35.  SERVICE CONTRACTS...........................................75
 36.  TUNNEL USE and MAINTENANCE..................................76



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 37.  RAZING OF CONFERENCE CENTER; ADMINISTRATION
      BUILDING AND TUNNEL.........................................76
 38.  LESSOR'S CONSENT............................................77
 39.  ASSIGNMENT and SUBLETTING...................................77
      (a)  General ...............................................77
      (b)  Assignment.............................................77
           (iii)  Transferee of Lessee's Assets...................79
      (c)  Sublease...............................................80
             (i)  General.........................................80
            (ii)  Permitted Subleases ............................80
           (iii)  Definition of "affiliate", etc..................81
      (d)  No Right to Mortgage...................................83
      (e)  Lessor's Rights; Attornment............................83
 40.  EFFECTIVE DATE; NO PRE-EXECUTION EFFECT.....................84
 41.  TERMINATION OF FIRST AMENDED AND RESTATED LEASE.............84
 42.  LESSEE'S SIGNAGE RIGHTS.....................................85
 43.  EXCULPATORY CLAUSE..........................................86
 44.  COMMERCIAL TRANSACTION......................................87
 45.  WAIVER OF JURY TRIAL; COUNTERCLAIMS, ETC....................87
 46.  AUTHORITY...................................................88
 47.  NO OFFER....................................................88
 48.  CONSTRUCTION................................................88
 49.  SURVIVAL....................................................88
 50.  LESSOR'S COVENANT REGARDING FUTURE USE OF PARK..............89
 51.  PRIOR NOTICE OF PUBLIC MARKETING EFFORTS....................93



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          Schedule A  -  Description of the Land

          Schedule B  -  Parking Sketch

          Schedule C  -  [Intentionally Omitted]

          Schedule D  -  Non-Disturbance Agreement

          Schedule E  -  Emergency Tie-In Facilities






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                           W I T N E S S E T H:


          WHEREAS, International Business Machines Corporation ("Original

 Lessor") and Lessee entered into that certain Lease Agreement, dated as

 of December 17, 1985 (the "Original Lease"), respecting certain

 premises, commonly known as the R&D Building, located in the Preston

 Hill Office Park in the Towns of Middlebury, Oxford and Southbury,

 Connecticut; and

          WHEREAS, the Original Lease was (i) modified by that certain

 Modification of Agreement, of Side Letter and of Lease, dated October

 31, 1986, by and among Original Lessor, Lessee and Uniroyal Properties,

 Inc., and (ii) amended and restated pursuant to a certain Amended and

 Restated Lease Agreement, dated as of December 17, 1985, and effective

 as of December 30, 1989, between Original Lessor and Lessee (the

 Original Lease, as so modified, amended and restated being hereinafter

 referred to as the "First Amended and Restated Lease"); and

          WHEREAS, Original Lessor has previously assigned all of its

 interest in and to the First Amended and Restated Lease to Lessor; and

          WHEREAS, Lessor and Lessee desire to amend and restate the

 First Amended and Restated Lease, in its entirety as set forth

 hereinafter, effective as of the date hereof.

          NOW, THEREFORE, in consideration of the premises and for other

 good and valuable consideration, the receipt and sufficiency of which

 are hereby mutually acknowledged, the parties hereto hereby agree as

 follows:



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          THIS SECOND AMENDED AND RESTATED LEASE AGREEMENT, dated as of

 August 28, 1997 (referred to herein as this "Second Amended and

 Restated Lease" or this "Lease"), is between the Middlebury Partnership,

 a Connecticut general partnership ("Lessor"), and Uniroyal Chemical

 Company, Inc., a New Jersey corporation ("Lessee"), and constitutes an

 amendment and restatement of the First Amended and Restated Lease on the

 terms hereinafter set forth.

          Lessor and Lessee covenant and agree as follows:

          1.  Lease of Premises; Title and Condition.

              (a)  Premises.  In consideration of the rents and covenants

 herein stipulated to be paid and performed by Lessee, and upon the terms

 and conditions herein specified, Lessor hereby leases to Lessee, and

 Lessee hereby leases from Lessor, the premises (the "Premises"), to wit,

 the "R&D Building," which is one of the buildings located on the land

 described in Schedule A attached hereto and made a part hereof (such

 land, without regard to any buildings or improvements thereon, being

 referred to as the "Land"), said R&D Building being the multiple-story

 building designed for use as a research and development facility which

 is located on the Land as of the date of the execution of this Lease in

 the location designated as "R&D Bldg." on the "Parking Sketch"

 hereinafter referred to.

          (b)  Current Lessee Parking.  Appurtenant to the Lessee's

 rights in and to the Premises shall be the use of the following: (i)

 five hundred (500) parking spaces, for the parking of automobiles of

 those employed at or visiting the Premises, consisting of the following:

 (A)14 parking spaces located in the circle in front of the Premises, (B)

 30 spaces in parking area 5, (C) 158 spaces in parking area 4, (D) 74

 spaces in the southeasterly portion of parking area 3 [being the 74

 spaces in parking area 3 which are nearest to the Premises], and (E) 224

 spaces in parking areas 6 and 7 [being all of the parking spaces in



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 parking area 6 and the easternmost 57 spaces in parking area 7 (all of

 the foregoing spaces being collectively referred to as "Existing Lessee

 Parking"), all as so designated on the date hereof and as shown on the

 "PARKING SKETCH" attached hereto as Schedule B and made a part hereof

 and; (ii) the use, subject to the Lessor's security standards and

 procedures as same may be established from time to time in accordance

 with the terms of paragraph 32 (Exterior Security) herein, of the

 streets and roads located on the Land from time to time, in common with

 the Lessor and others to whom the Lessor may grant similar rights of use

 in connection with the use of some portion of the Land and/or

 improvement(s) now or hereafter located thereon, or in connection with

 the use of property other than the Land and/or improvement(s) now or

 hereafter located on such other property, or in connection with the use

 of both the Land and/or improvements and other property and/or

 improvements.  The Premises are leased to Lessee in their present

 condition without representation or warranty by Lessor and subject to

 all applicable "Legal Requirements" (as such term is defined in

 paragraph 7(b)(E)) now or hereafter in effect.  Lessee has examined the

 Premises and has found all of the same satisfactory for all purposes.

          (c)  Additional Lessee Parking.   The Lessor agrees that,

 should the Five Hundred (500) parking spaces, provided to Lessee as of

 the date hereof, prove inadequate for the Lessee's needs during the Term

 (as defined herein) of this Lease, the Lessee may, from time to time,

 but not more often than annually during the Term, provide Lessor with a

 notice specifying Lessee's reasonable additional parking requirements,

 giving due consideration for Lessee's then existing, and then

 anticipated future, employee and visitor parking needs ("Additional

 Parking Needs").  Upon receipt of such notice, Lessor shall provide

 Lessee with the use of such additional parking spaces as shall then

 exist upon the Land and which are not dedicated to, or reasonably

 reserved by Lessor for, the use of another existing or future lessee or

 tenant of Lessor (herein referred to as "Available



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<PAGE>



 Parking"), up to the amount of Lessee's reasonable Additional Parking

 Needs.  In the event the then existing Available Parking should be

 inadequate to satisfy Lessee's then existing Additional Parking Needs,

 the Lessor shall, at the reasonable request of, and at the sole expense

 of, the Lessee (which shall include the cost of municipal applications

 and permits, construction costs and the costs of financing the

 construction of such additional parking spaces), construct such number

 of new parking spaces (the "New Parking Spaces") as shall, together with

 the then Available Parking, be required to satisfy Lessee's reasonable

 Additional Parking Needs.  Notwithstanding anything to the contrary set

 forth herein, the Lessor shall, in no event, be required to provide

 Lessee with more than Four Hundred Fifty (450) New Parking Spaces, in

 the aggregate, or more than Nine Hundred Fifty (950) Parking Spaces, in

 the aggregate, including all Existing Lessee Parking, and any Available

 Parking Spaces and New Parking Spaces which may, from time to time, be

 provided to Lessee hereunder. Any Available Parking Spaces and any New

 Parking Spaces which may be provided to Lessee hereunder shall be

 located on portions of the Land selected by the Lessor, in Lessor's

 sole, but reasonable, discretion, but shall be reasonably convenient to

 the Premises.  Lessee's use of all such Available Parking and New

 Parking Spaces as shall be provided to Lessee under the terms of this

 paragraph, shall be subject to all other terms and conditions of this

 Lease. Notwithstanding anything to the contrary stated herein, this

 subparagraph (c) shall impose no obligation to construct any New Parking

 Spaces (A) on any Mortgagee, mortgagee in possession or a party deriving

 title through the foreclosure of a mortgage or by a deed in lieu of

 foreclosure, or (B) upon Lessor, in the event the construction or

 creation of such New Parking Spaces shall not be reasonably feasible.

          (d)  Lessee's Obligation To Contribute to Costs of New Parking

 Spaces.  Lessee acknowledges and agrees that, in the event Lessor shall,

 at any time during the Term hereof, (i) provide Lessee with the use of

 Fifty (50), or more, Available Parking



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 Spaces (whether singly or in the aggregate), and (ii) thereafter

 construct or establish, either singly or in the aggregate, Fifty (50),

 or more, New Parking Spaces (which are not in existence as of the date

 Landlord provides Lessee with such Available Parking Spaces) at any

 location on the Land, whether at the request of, or for the use of,

 Lessee, or at the request of, or for the use of, any other tenant of

 Lessor, then, in consideration for the increase in Lessee's parking

 spaces pursuant to the terms of subparagraph (c) above, Lessee shall,

 upon the construction or establishment of the first Fifty (50) of such

 New Parking Spaces, reimburse Lessor, within ten (10) days of demand

 therefor, for the costs of establishing or constructing the first Fifty

 (50) of such New Parking Spaces, such costs to include the cost of

 municipal applications and permits, construction costs and the costs of

 financing construction of the first Fifty (50) of such New Parking

 Spaces.  Lessee's obligation under the preceding sentence shall be

 deemed to be "additional rent" and, in the event of the non-payment of

 such sum, Lessor shall have all rights and remedies which are generally

 available to Lessor hereunder in the event of non-payment of rent.

               (e)  NO LESSOR REPRESENTATIONS.  LESSOR MAKES NO WARRANTY

 OR REPRESENTATION, EXPRESS OR IMPLIED OR OTHERWISE, WITH

 RESPECT TO THE DESIGN, MERCHANTABILITY FITNESS FOR USE FOR ANY

 PARTICULAR PURPOSE, CONDITION, OR DURABILITY OF THE PREMISES, OR

 AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, OR

 OTHERWISE, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO

 BE BORNE BY LESSEE. IN THE EVENT OF ANY DEFECT OR DEFICIENCY OF

 ANY NATURE IN THE PREMISES OR ANY FIXTURE OR OTHER ITEM

 CONSTITUTING A PORTION THEREOF, WHETHER PATENT OR LATENT,

 LESSOR SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT

 THERETO.  THE PROVISIONS OF THIS PARAGRAPH

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<PAGE>



 l (e) HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE

 EXCLUSION AND NEGATION OF ANY WARRANTIES BY LESSOR, EXPRESS OR 

IMPLIED, WITH RESPECT TO THE PREMISES OR TITLE THERETO OR ANY

 FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, WHETHER

 ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER

 LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE.

         2.  Use.

             (a)  Lessee may use the Premises for administrative

 offices and  research and development uses, which (i) do not involve

 research on mammals (other than rodents), and (ii) do not constitute a

 public or private nuisance.

             (b)    In addition, Lessee may use the Premises for any

 other use which may, from time to time, be permitted under then

 applicable Legal Requirements (including zoning laws, rules, regulations

 and codes), and for no other use or purpose whatsoever; provided,

 however, that no use shall be made of the Premises, at any time during

 the Term hereof, which:

           (i) involves research on mammals (other than rodents),

          (ii) would constitute a public or private nuisance,

         (iii) would result in the discharge of objectionable fumes,

 vapors or odors which can be perceived by other lessees or occupants of

 the Land or Park,

          (iv) would result in the generation of a level of traffic on the

 Park roadways and in the Park parking areas during normal business

 hours, by motor vehicles having more than two (2) axles and which would

 be unreasonably disruptive of the use and enjoyment, by other lessees of

 the Park, of such lessee's demised premises,

           (v) would result in the generation of a level of noise, or other

 sound, which as measured from the premises leased to any lessees of

 other premises in the Park, would



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 be unreasonably disruptive of the use and enjoyment, by such other

 lessees, of such lessee's demised premises, or

          (vi) would result in any additions or alterations to the

 external appearance of the Premises (including external signage) which

 are not substantially architecturally equivalent with (A) the

 architectural styles of any other buildings then existing and occupied

 upon the Land, or (B) any other architectural style which may then be

 found in other developments in the State of Connecticut which are

 similar to the Park.

          Disputes under this subparagraph 2(b) shall be resolved pursuant

 to the Expedited Arbitration provisions set forth in subparagraph 50 (b)

 (Expedited Arbitration) herein.

          3.  Term.  The term ("Term") of this Lease commenced on

 December 17, 1985, and shall expire on the date which is twenty (20)

 years, minus one day, after the Effective Date hereof (as such term is

 defined in Paragraph 40 herein), unless earlier terminated in accordance

 with any other provision hereof.

          4.  Rent.

              (a)  Fixed Rent. (i)  Payment Schedule.   The rent (the

 "Fixed Rent") for the Premises during the Term of this Lease shall be

 payable in accordance with the following chart:



          PERIOD                                        FIXED RENT
      ------------                                        ------------------
  (i)  From December 17, 1985 through   $3,060,000.00 per annum
       December 16, 1990:                        ($255,000.00 per month)

 (ii)  From December 17, 1990 through    $3,672,000.00 per annum
       December 16, 1995:                        ($306,000.00 per month)



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<PAGE>



(iii)  From December 17, 1995                    $4,406,400 per annum 
       through the day immediately               ($367,200.00 per month)
       preceding the "Effective Date" 
       of this Second Amended and 
       Restated Lease (as such term is 
       defined in Paragraph 40 herein):

 (iv)  From Effective Date through date        $3,678,798.00 per annum
       which is 5 years, minus one day,          ($306,566.50 per month)
       after the Effective Date:

  (v)  From date which is five (5) years         $3,545,230.00 per annum
       after Effective Date through date         ($295,435.83 per month)
       which is ten (10) years, minus one
       day, after the Effective Date:

 (vi)  From date which is ten (10) years      $3,818,231.00 per annum
       after the Effective Date through          ($318,185.91 per month)
       date which is fifteen (15) years,
       minus one day, after the Effective
       Date:
(vii)  From date which is fifteen (15) years     $4,219,892.00 per annum
       after the Effective Date through date     ($351,657.66 per month).
       which is twenty (20) years, minus one 
       day, after the Effective Date:

          (ii)  Fixed Rent Rebate.  (A)  Notwithstanding anything to the

 contrary contained in this Lease, in the event the Effective Date of

 this Second Amended and Restated Lease shall not have occurred by

 September 1, 1997, then, in the event the Effective Date shall

 subsequently occur (without either Lessor or Lessee having exercised any

 right to terminate this Second Amended and Restated Lease by reason of

 the non-occurrence of said Effective Date prior to the Outside Date (as

 defined in Paragraph 40 (b) herein)), upon the occurrence of the

 Effective Date hereunder Lessor shall rebate to Lessee, in the time and

 manner specified in (B) below, that portion of the fixed rent payable by

 Lessee under the First Amended and Restated Lease for the period

 commencing  September 1, 1997 and expiring upon the earlier of the

 Outside Date or the Effective Date hereunder (the "Rebate Period"), to

 the extent the fixed rent payments under the First



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<PAGE>



 Amended and Restated Lease are in excess of the Fixed Rent which would

 have been payable under this Second Amended and Restated Lease Agreement

 during such Rebate Period had the Effective Date hereunder occurred on

 September 1, 1997.

              (B)  Any rebate of Fixed Rent required to be paid by

 Lessor to Lessee under (A) above shall be paid at the rate of $29,166.66

 per month, commencing with the Effective Date hereunder and continuing

 monthly until all amounts owed by Lessor to Lessee under (A) shall have

 been paid in full, provided, however, that, in the event of an Event of

 Default hereunder Lessor shall have no further obligation to pay Lessee

 any such amounts otherwise due under (A) above.

          (iii)   All Fixed Rent is to be paid in immediately

 available funds, in lawful money of the United States, in equal

 installments, payable monthly in advance for each month or portion

 thereof, commencing on the Effective Date hereof and thereafter on the

 same day of each succeeding month throughout the Term, at the address of

 Lessor specified for the giving of notices to Lessor herein or at such

 other address or to such other person as Lessor from  time to time may

 designate.

              (b)  Additional Rent; Late Interest.  All amounts which

 Lessee is required to pay pursuant to this Lease howsoever denominated

 (other than Fixed Rent and amounts payable as liquidated damages

 pursuant to paragraph 16), together with every fine, penalty, interest

 and cost which may be added for nonpayment or late payment thereof,

 shall constitute "additional rent".  If Lessee shall fail to pay any

 such additional rent when the same shall become due, Lessor shall have

 all rights, powers and remedies with respect thereto as are provided

 herein or by law in the case of nonpayment of any Fixed Rent and shall

 have the right to pay the same on behalf of Lessee as expressly provided

 herein.  The receipt or acceptance by Lessor of Fixed Rent and/or

 additional rent with knowledge of any breach by Lessee of any term,

 agreement, covenant, condition or



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 obligation of this Lease shall not be deemed a waiver of such breach.

 Lessee shall pay to Lessor interest at the rate of the greater of (i)

 16% per annum (computed on a 30/360 day basis), or (ii) 2% in excess of

 the rate set forth in the Eastern Edition of The Wall Street Journal

 ("WSJ"), in the section entitled "MONEY RATES," inserted in the blank in

 the line reading substantially as follows:  'PRIME RATE:  [  ] The base

 rate on corporate loans posted by at least 75% of the nation's 30

 largest banks" (herein referred to as the "WSJ Prime Rate") (each change

 in such rate to be effective as of the effective date of such change and

 computed on an actual/360-day basis) [but in no event shall such rate of

 interest exceed the maximum rate allowed under applicable law] on all

 overdue Fixed Rent from the due date thereof until paid, on all overdue

 additional rent paid by Lessor on behalf of Lessee from the date of

 payment by Lessor until repaid by Lessee, and on all other overdue

 amounts from the due date thereof until paid. Lessee shall perform all

 its obligations under this Lease at its sole cost and expense, and shall

 pay all Fixed Rent and additional rent when due, without notice or

 demand.  If the publication of the WSJ Prime Rate should be

 discontinued, or if the formulation of the WSJ Prime Rate should be

 revised, at any time during the Term hereof, then the WSJ Prime Rate, as

 revised, of  such other government, or banking industry, index or

 computation with which it is replaced, or which is based upon comparable

 information, shall be selected by Lessor (exercising reasonable

 discretion) in order to obtain substantially the same result as would be

 obtained if the WSJ Prime Rate had not been discontinued or revised.

 Lessee acknowledges and agrees that the foregoing late charge, required

 to be paid by Lessee in the event Lessee shall fail to pay Fixed Rent or

 additional rent when due hereunder, shall not be deemed to be a penalty,

 but shall be deemed to be adequate, but not excessive liquidated damages

 based upon the following considerations, which Lessor and Lessee agree

 would constitute damages to Lessor for any late payment of Fixed Rent or

 additional rent by Lessee



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<PAGE>



 hereunder, but which damages are difficult to quantify, to wit: (a)

 Lessor's inability to pay debt service to its Mortgagee, real property

 taxes and assessments, and other costs incident in owning and operating

 the Premises, Land and Power Plant; and (b) any other costs which

 Landlord may incur by reason of Lessee's late payment. Nothing contained

 herein shall be construed as permitting Lessor to charge or receive

 interest in excess of the maximum rate then allowed by law.  Any

 interest required to be paid by Lessee hereunder which is in excess of

 the maximum legal rate of interest shall be credited against Fixed Rent

 or additional rent next due hereunder, or if there is no remaining Fixed

 Rent or additional rent due hereunder, shall be refunded to Lessee.

               (c)  Rent Restrictions.  If the Fixed Rent or any

 Additional Rent shall be or become uncollectible, reduced or required to

 be refunded by virtue of any law, governmental order or regulation or

 direction of any public officer or body pursuant to law in the nature of

 a rent freeze or rent restriction, Lessee shall enter into such

 agreement(s) and take such other action (without additional expense to

 Lessor) as Lessor may reasonably request and as may be legally

 permissible, to permit Lessor to collect the maximum Fixed Rent and

 additional rent which may from time to time during the continuance of

 such legal rent restriction be legally permissible, provided that in no

 event shall the amount payable by Lessee as restricted rent exceed the

 Fixed Rent and additional rent which would otherwise have been payable

 hereunder in the absence of such rent restriction.  Upon any termination

 of such a rent restriction prior to the Expiration Date, (a) the Fixed

 Rent and additional rent shall become and thereafter be payable under

 this Lease in the amount of the Fixed Rent and additional rent set forth

 in this Lease for the period following such termination, and (b) Lessee

 shall pay to Lessor, to the maximum extent legally permissible, an

 amount equal to (i) the Fixed Rent and additional rent which would have

 been payable pursuant to this Lease during the period such rent

 restriction was in effect with respect to



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<PAGE>



 this Lease, but for such legal rent restriction, less (ii) the Fixed

 Rent and additional rent paid by Lessee during the period that such

 legal rent restriction was in effect.

              (d)    No Accord and Satisfaction.  No payment by Lessee

 or receipt by Lessor of a lesser amount than the Fixed Rent or

 additional rent due hereunder shall be deemed to be other than a payment

 on account, nor shall any endorsement or statement on any check or any

 letter accompanying any check or payment be deemed to effect or evidence

 an accord and satisfaction, and Lessor may accept such check or payment

 without prejudice to Lessor's right to recover the balance or pursue any

 other remedy in this Lease or at law or equity.  Lessee waives Lessee's

 rights, if any, to designate the items against which any payments made

 by Lessee are to be credited, and Lessee agrees that Lessor may apply

 any payments made by Lessee to any amounts then due hereunder by Lessee,

 as Lessor sees fit, irrespective of and notwithstanding any designation

 or request by Lessee as to the items against which any such payments

 shall be credited.

           5.  Net Lease; Non-Terminability.

               (a)  This Lease is a net lease, and, any present or future

 law to the contrary notwithstanding, Lessee shall not be entitled to any

 abatement or reduction (except as otherwise expressly provided in

 paragraphs 12 (Condemnation, Casualty and Temporary Requisition) or

 paragraph 30 (Utilities)), setoff, counterclaim, defense or deduction

 with respect to any Fixed Rent, additional rent or other sum payable

 hereunder, nor, except as otherwise expressly provided herein, shall the

 obligations of Lessee hereunder be affected, by reason of: any damage to

 or destruction of the Premises; any taking of the Premises or any part

 thereof by condemnation or otherwise; any prohibition, limitation,

 restriction or prevention of Lessee's use, occupancy or enjoyment of the

 Premises, or any interference with such use, occupancy or enjoyment by

 any person other



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 than Lessor, or Lessor's partners, employees, officers or agents; any

 assignment or transfer in whole or in part of Lessor's or Lessee's

 interest under this Lease; any matter affecting title to the Premises or

 any eviction by paramount title or otherwise, excluding any claim made

 by any person by, through or under Lessor; any default by Lessor

 hereunder or under any other agreement; any proceeding relating to

 Lessor; the impossibility or illegality of performance by Lessor, Lessee

 or both; any bankruptcy of Lessor or anyone claiming under Lessor;

 foreclosure or any other enforcement procedure by any Mortgagee of all

 or any portion of the Premises; any action of any governmental

 authority; Lessee's acquisition or ownership, subsequent to the date

 hereof, of part of the Premises; or any other cause, whether similar or

 dissimilar to the foregoing, or foreseen or unforeseen, any present or

 future law to the contrary notwithstanding and whether or not Lessor or

 Lessee shall have notice or knowledge of any of the foregoing.  The

 parties to this Lease intend that the obligations of Lessee hereunder

 shall be separate and independent covenants and agreements and shall

 continue unaffected unless such obligations shall have been modified or

 terminated pursuant to an express provision of this Lease.

               (b)  Lessee shall remain obligated under this Lease in

 accordance with its terms and shall not take any action to terminate,

 rescind or avoid this Lease, notwithstanding any bankruptcy, insolvency,

 reorganization, liquidation, dissolution or other proceeding affecting

 Lessor, or any assignee of Lessor, or any action with respect to this

 Lease which may be taken by any trustee, receiver or liquidator or by

 any court. Lessee hereby waives all rights (i) to terminate this Lease

 (except as expressly provided herein under paragraph 12 (Condemnation,

 Casualty and Temporary Requisition)), (ii) to surrender this Lease, or

 (iii) except as otherwise expressly provided herein, to any abatement or

 deferment of Fixed Rent, additional rent or other sums payable

 hereunder.  Lessee shall remain obligated under this Lease in accordance

 with its terms and Lessee



                                   -13-



<PAGE>



 hereby waives all rights now or hereafter conferred by statute or

 otherwise to modify or to avoid strict compliance with this Lease.

 Notwithstanding any such statute or otherwise, Lessee shall be bound by

 all the terms and provisions contained in this Lease.

           6.  Representations.

               (a)  Lessee's Representations. Lessee represents to

 Lessor, as of the date of this Lease in order to induce the Lessor to

 amend and restate this Lease as provided herein and to lease the

 Premises upon the terms and conditions contained in this Lease, that (i)

 Lessee has all requisite corporate power and authority to enter into

 this Lease and to consummate the transactions contemplated hereby; (ii)

 the execution and delivery of this Lease and the consummation by Lessee

 of the transactions contemplated hereby have been duly authorized by all

 necessary corporate action on the part of Lessee; (iii) this Lease has

 been duly executed and delivered by Lessee and constitutes a valid and

 binding obligation of Lessee enforceable in accordance with its terms,

 except as enforcement may be limited by bankruptcy, insolvency or other

 similar laws affecting the enforcement of creditors' rights generally;

 and (iv) no consent, approval, order or authorization of, or

 registration, declaration or filing with, any court or governmental

 authority or instrumentality, domestic or foreign, is required by or

 with respect to Lessee in connection with the execution and delivery of

 this Lease by the Lessee or the consummation by Lessee of the

 transactions contemplated hereby.

               (b)  Lessor's Representations. Lessor represents to Lessee

 as of the date of this Lease, in order to induce the Lessee to amend and

 restate this Lease and to lease the Premises upon the terms and

 conditions contained in this Lease, that (i) Lessor has all requisite

 partnership power and authority to enter into this Lease and to

 consummate the transactions contemplated hereby; (ii) the execution and

 delivery of this Lease and the consummation by Lessor of the

 transactions contemplated hereby have been



                                   -14-



<PAGE>



 duly authorized by all necessary partnership action on the part of the

 partners of Lessor; (iii) this Lease has been duly executed and

 delivered by Lessor and, subject to satisfaction of the conditions

 stated in Paragraph 40 (a) herein, constitutes a valid and binding

 obligation of Lessor enforceable in accordance with its terms, except as

 enforcement may be limited by bankruptcy, insolvency or other similar

 laws affecting the enforcement of creditors' rights generally; and (iv)

 other than the satisfaction of the conditions stated in Paragraph 40 (a)

 herein, no consent, approval, order or authorization of, or

 registration, declaration or filing with, any court or governmental

 authority or instrumentality, domestic or foreign, is required by or

 with respect to Lessor in connection with the execution and delivery of

 this Lease by the Lessor or the consummation by Lessor of the

 transactions contemplated hereby.

           7.  Taxes and Assessments; Compliance with Law.

               (a)  Lessee shall pay:

                    (i) all taxes, assessments, levies, fees, water and sewer

 rents and charges imposed, levied or assessed against the Premises or

 any use thereof,

                    (ii) real estate taxes on the Land and the "Power Plant"

 (as hereinafter defined), but only to the extent and on the terms

 provided in (b) of this paragraph 7),

                    (iii) all other governmental charges, general and special,

 ordinary and extraordinary, foreseen and unforeseen, which are, at any

 time prior to or during the Term hereof, imposed or levied upon or

 assessed against (A) the Premises or (B) this Lease and the leasehold

 estate hereby created or which arises in respect of the operation,

 possession or use of the Premises;



                                   -15-



<PAGE>



                    (iv) all gross receipts or similar taxes imposed on Lessor

 or levied upon, assessed against or measured by any Fixed Rent, additional 

 rent or other sum payable hereunder;

                    (v) all sales, value added, use and similar taxes imposed

 on Lessor at any time levied, assessed or payable on account of the

 acquisition (by Lessee), leasing or use of the Premises;

                    (vi) all charges for utilities communication and all

 other services rendered or used in, on or about the Premises and all

 taxes, assessments, liens and fees imposed upon any of the foregoing;

 and

                    (vii) payments in lieu of each of the foregoing.

                    Notwithstanding the foregoing, Lessee shall not be

 required to pay any franchise, estate, inheritance, transfer, income or

 similar tax of Lessor, or successors in interest of Lessor or partners

 of successors in interest of Lessor (other than any tax referred to in

 clauses (iv) and (v) above), unless such tax is imposed, levied or

 assessed in substitution for any other tax, assessment, charge or levy

 which Lessee is required to pay pursuant to this paragraph 7(a);

 Provided, however, that if, at any time during the term of this Lease,

 the method of income taxation shall be such that there shall be levied,

 assessed or imposed on Lessor a capital levy or other income tax

 (however designated) directly on the rents received therefrom, or upon

 the value of the Premises or any present or future improvement or

 improvements on the Premises, then all such taxes, assessments, levies

 or charges, or the part thereof so measured or based, shall be payable

 by Lessee, but only as if the Premises were the only property of Lessor,

 and Lessee shall pay and discharge the same as herein provided, or, if,

 by law, Lessor must make payment of any such item(s), Lessee shall

 promptly reimburse Lessor, as additional rent, for same.  Lessee shall

 furnish to Lessor, promptly after demand therefor, proof of payment of

 all items referred to above



                                   -16-



<PAGE>



 which are payable by Lessee.  If any such assessment may legally be paid

 in installments, Lessee may pay such assessment in installments,

 together with all interest due by reason of the payment of such

 assessment in installments.  Whenever part of a fiscal period of any tax

 or assessment payable hereunder by Lessee is included within the Term of

 this Lease, and a part thereof is included in a period of time after the

 termination of this Lease, the amount of any tax or assessment relating

 to such fiscal period shall be adjusted between Lessor and Lessee, upon

 the termination of this Lease, so that Lessee shall bear only its

 proportionate share of the cost thereof.  In like manner, Lessee shall

 bear its proportionate share of any tax or assessment paid by Lessor

 prior to the commencement date hereof, if part of the fiscal period of

 such tax or assessment is included within the Term of this Lease.

 Subject to the terms of Paragraph 15 (Permitted Contests), Lessee shall

 pay all taxes, assessments, charges and other payment obligations

 referred to in this subparagraph 7 prior to delinquency; provided that

 if the statement or bill for any such tax, assessment, charge or

 obligations should be delivered or issued solely to Lessor in the first

 instance (with Lessee having no independent knowledge of the issuance of

 such tax, assessment, charge or obligation), then Lessee shall not be

 deemed to be in default hereunder, unless Lessee shall fail to pay such

 tax, assessment, change or other obligation within the later of (i) the

 last date such item may be paid without incurring any interest or

 penalty thereon, or (ii) ten (10) days after Lessor provides Lessee with

 a notice of such tax, charge, assessment or obligation, together with a

 statement of Lessee's share thereof.

           If, at any time hereafter the Land or the Power Plant shall be

 affected by any public improvement assessment or assessments, which are,

 or may, become payable in future installments, the Lessee shall share in

 the payment of such installment (including interest on the remaining

 balance of the assessments which may become due during the Term of this

 Lease, to the extent such installments relate to periods within the Term

 of this



                                   -17-



<PAGE>



 Lease.  Notwithstanding the foregoing, Lessee shall only be required to

 share in the payment of interest on such installment if such interest is

 due solely as a result of such tax or assessment liability being made

 payable in installments; but not, in any case, due to Lessor's failure

 to pay such installments to the appropriate taxing authority prior to

 delinquency unless Lessee has failed to pay its share of such

 installment to Lessor within the time and manner required hereunder. The

 Lessee shall share in such an assessment in the proportion that the

 gross square footage of buildings on all or such portion of the Land, as

 is encumbered by such assessment, bears to the gross square footage of

 the area of the Premises.  Notwithstanding the foregoing, Lessee shall

 not be required to pay any portion of any assessments levied against the

 Land which are solely intended to pay for a public improvement solely

 benefiting (x) the administration building located on the Land (being

 the building designated as "Admin." on the Parking Sketch and referred

 to herein as the "Administration Building") and/or (y) the conference

 center located on the Land (being the building designated as "CONF." on

 the Parking Sketch and referred to herein as the "Conference Center");

 provided such public improvement provides no benefit for either the

 Premises, or the Land, or the non-building improvements on the Land,

 independent of the Administration Building and/or Conference Center, as

 reasonably determined by Lessor.

                  (b) (A) [intentionally omitted]

                        (B)  With respect to the taxes on the Land and the 

 Power Plant paid by or due from Lessor to the Towns of Middlebury, Oxford 

 and Southbury for the period of July 1, 1997 until December 31, 1997, on the

 Effective Date Lessee shall pay to Lessor the amount by which the sum of

 the following exceeds the amount paid by Lessee towards that portion of

 such taxes applicable to the period from September 1, 1997 until

 December 31, 1997, pursuant to the First Amended and Restated Lease:

                    (i) [intentionally omitted]



                                   -18-



<PAGE>



                    (ii)     the "Parking Percentage" (as hereinafter defined)

  of the portion of said taxes which is attributable to the Land and the non-

 building improvements on the Land; and

                    (iii)  the "Area Percentage" (as hereinafter defined)

 of the portion of said taxes which is attributable to the Power Plant;

 and

                    (iv)  one hundred percent (100%) of the portion of

 said taxes which is attributable to the Premises.

                    (B)   On the twentieth (20th) day of  January and

 July of 1998, and on the twentieth (20th) day of each January and July

 thereafter, throughout the Term of this Lease, the Lessee shall pay to

 the Lessor:

                    (i)  the Parking Percentage of the taxes on the Land

 which, to avoid penalties and/or interest thereon, must be paid by the

 Lessor, on or prior to the "Tax Due Date" (to wit, the first day of the

 following month) and which are attributable to the Land and the non-

 building improvements on the Land;

                    (ii)  the Area Percentage of the taxes on the Power

 Plant which, to avoid penalties and/or interest thereon, must be paid by

 the Lessor on or before the Tax Due Date and which are attributable to

 the Power Plant; and

                    (iii)  one hundred percent (100%) of the taxes on the

 Premises which, to avoid penalties and/or interest thereon, must be paid

 by the Lessor on or before the Tax Due Date and which are attributable

 to the Premises.

               (C)  The foregoing procedure for the payment of taxes by

 the Lessee to the Lessor is based on the current timing for the payment

 of municipal taxes in the three (3) Towns in which the Land, Power Plant

 and Premises are located (July and January, one-half each, in all three

 Towns).  Should any change occur in a due date for municipal taxes in

 any of the subject towns, the Lessee and the Lessor shall change the



                                   -19-



<PAGE>



 above procedure to accomplish the intent that the Lessee pay to the

 Lessor, twelve (12) days before taxes with respect to any part of the

 Land, Power Plant and Premises would, if not paid, become delinquent,

 the stated percentages of the taxes which the Lessor shall be obligated

 to pay twelve (12) days later.

               (D)  As used herein:

               (i)  "Parking Percentage" ("PP" in the formula below)

 means the percentage determined by the following formula:

               PP = A/B, where A equals the number of automobile parking

 spaces (including Existing Lessee Parking, Available Parking and New

 Parking Spaces) allocated, from time to time hereunder, to the Premises,

 and where B is the total number of the automobile parking spaces then

 located on the Land; and

               (ii)  "Area Percentage" ("AP" in the formula below) means

 the percentage determined by the following formula:

               AP = C/D, where C equals the number of gross square feet

 of floor area in the Premises, and where D equals the total gross square

 footage of all completed buildings, except the Power Plant, located on

 the Land at that time and which are connected to the Power Plant,

 regardless of whether or not any of said building(s) actually receives,

 or only has potential to receive, services from the Power Plant.

 (Notwithstanding the foregoing, for purposes of calculating the Area

 Percentage formula, "D" (i.e. the denominator in such formula) shall, at

 all times during the Term hereof, include the gross square footage

 presently allocated to the Administration Building (e.g. 236,265 gross

 square feet), even if the Administration Building should no longer

 exist.  However, for purposes of this formula, "D" shall be increased by

 the amount of any gross square footage added to the Premises after the

 date hereof and "D" may be decreased by the gross square



                                   -20-



<PAGE>



 footage of the Conference Center (e.g. 56,560 gross square feet) in the

 event and at such time as the Conference Center may no longer exist.)

           The parties agree that, as of the date of this Lease, (a) the

 Parking Percentage is Forty-Eight Percent (48%), based upon the Premises

 being allocated 500 automobile parking spaces out of a total of 1,041

 parking spaces located on the Land, (b) the Area Percentage is Fifty-Two

 Percent (52%), based upon the Premises containing 318,704 gross square

 feet and all completed buildings, except the Power Plant, located on the

 Land containing a total of 611,529 gross square feet, and (c) and for

 purposes of determining the Parking Percentage and Area Percentage, the

 Conference Center contains 56,560 gross square feet of space and the

 Administration Building contains 236,265 gross square feet of space.

               (E)  Legal Requirements and Contracts.  Lessee shall

 comply with and cause the Premises to comply with:

                    (i)  all agreements to which Lessee is a party and

     all laws, statutes, codes, ordinances, orders, judgments, decrees,

     injunctions, rules, governmental rules or regulations, including but

     not limited to all zoning, building codes, fire, safety and health

     codes, permits, licenses, authorizations, directions and

     requirements of all governments, including, without limitation, all

     departments, commissions, boards, courts, authorities, agencies,

     officials and officers thereof, and all provisions of the Americans

     with Disabilities Act (42 U.S.C. <section>12,101) et seq., now in

     force or which may be enacted or promulgated in the future and all

     orders, rules and regulations of the Connecticut Board of Fire

     Underwriters or any similar body, foreseen or unforeseen, ordinary

     or extraordinary, or arising from any restrictions or agreements of

     record (as of the date of Lessee's execution of this Lease), or

     otherwise, including but not limited to any or all of the foregoing

     which



                                   -21-



<PAGE>



     may require structural, unforeseen or extraordinary changes to the

     Premises, which now or at any time hereafter may be applicable to

     (1) the Lessee as the tenant, lessee or occupant of the Premises,

     (2) the Premises or any part thereof, (3) any of the sidewalks

     located within the Appurtenant Areas (as such term is defined in

     paragraph 10 herein), transformer or basement vaults and transformer

     or basement vault space, if any, or streets or ways, if any located

     within Appurtenant Areas, but excluding any underground pedestrian

     tunnels, or (4) any use or condition of the Premises or any part

     thereof  (all of the foregoing, together with "Environmental Laws"

     (as defined in paragraph 7 (b) (G) below) being referred to as

     "Legal Requirements"), and

                    (ii)  all material contracts (including all insurance

     policies required to be maintained by Lessee hereunder), agreements,

     covenants, conditions and restrictions applicable to the Premises or

     the ownership, occupancy or use thereof, existing as of the date of

     the Original Lease, or which may have been subsequently entered

     into, or assumed, by Lessee (singly a "Contract", collectively, the

     "Contracts").  Notwithstanding the foregoing, if any notice of non-

     compliance of any Legal Requirement or Contract should be delivered

     or issued solely to Lessor in the first instance (with Lessee having

     no independent knowledge of the issuance of such notice of non-

     compliance), then Lessee shall not be considered to be in default

     hereunder unless Lessee shall remedy such non-compliance within ten

     (10) days after Lessor provides Lessee with notice of such non-

     compliance.

               (F)  Lessee will obtain and keep in full force and effect,

 or cause to be obtained and kept in full force and effect, whatever

 governmental or regulatory approvals, consents, authorizations and/or

 licenses, if any, which now or at any time hereafter may be required or

 applicable with respect to (1) the Lessee as the tenant, lessee



                                   -22-



<PAGE>



 or occupant of the Premises, (2) the Premises or any part thereof, (3)

 any of the sidewalks located within the Appurtenant Areas (as such term

 is defined in paragraph 10 herein), transformer or basement vaults and

 transformer or basement vault space, if any, or streets or ways, if any

 located within Appurtenant Areas, but excluding any underground

 pedestrian tunnels, or (4) any use or condition of the Premises or any

 part thereof. Lessee will not do, or permit any parent, affiliate,

 subsidiary or sublessee, or any officer, director, employee, agent or

 invitee of any of the foregoing, to do any act or thing which materially

 impairs the market value of the Premises, or which would, in all

 likelihood, be adjudicated a public nuisance.

               (G)  Environmental Laws.  (i) Lessee, during the Term of

 this Lease, shall be responsible for Lessee's complying, and Lessee's

 Contractors' (as defined below) complying, with all laws, ordinances,

 rules, regulations, orders and judgments relating to the protection of

 the environment, including, without limitation, the Clean Air Act, the

 Clean Water Act, the Safe Drinking Water Act, the Toxic Substances

 Control Act, the Resource Conservation and Recovery Act, as amended by

 the Hazardous and Solid Waste Amendments of 1984, and CERCLA, as amended

 by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C.

 <section><section>9601-9657 (the "Super Fund" Act), the Hazardous

 Materials Transportation Act of 1975, 49 U.S.C. <section>1801-1812, the

 Solid Waste Disposal Act, as amended by the Resource Conservation and

 Recovery Act (42 U.S.C. <section>6901 et seq.), the Federal Insecticide,

 Fungicide and Rodenticide Act, 7 U.S.C. <section><section>136 et seq.

 ("FIFRA"), the Federal Water Pollution Control Act (33 U.S.C. 1251 et

 seq.) ("FWPCA") and Connecticut General Statutes 22a-114 et seq., 22a-

 134 et seq. and 22a-451 et seq., including any amendments or extensions

 thereof and all future similar statutes, laws, rules, regulations and

 directives and any rules, regulations, standards or guidelines issued

 pursuant to any of the foregoing, insofar as any such law, ordinance, rule,



                                   -23-



<PAGE>



 regulation, order or judgment applies to (A) Lessee's or Lessee's

 Contractors' business, activities, acts or omissions conducted on, about

 or from the Premises, or Land, or (B) Lessee's use and occupancy of the

 Premises, Appurtenant Areas and Land, under this Lease (all of the

 foregoing, being hereafter collectively referred to as "Environmental

 Laws").

               (ii)  Lessee, during the Term of this Lease, shall be

 responsible for the safe and proper generation, use, handling,

 treatment, transportation, shipment, storage and disposal, by the Lessee

 and/or Lessee's parent, affiliates, subsidiaries, assignees,

 contractors, vendors, sublessees, licensees, representatives, agents and

 employees, insofar as any of the foregoing are providing services or

 materials to Lessee or the Premises (hereinafter, collectively, called

 "Lessee's Contractors"), of all chemicals, oil, minerals, and toxic or

 hazardous materials, substances and waste and each and all substances or

 materials regulated pursuant to any Environmental Laws, including, but

 not limited to, any such substance, emission or material now defined as

 or deemed, under federal, state or common law, to be a regulated

 substance or regulated waste, hazardous substance, toxic substance,

 pesticide, explosives, radioactive materials, hazardous waste or any

 similar or like classification or categorization thereunder (any of the

 foregoing being hereinafter referred to as "Chemical Substances"), at

 any time in, on or about the Premises or Land, or transported to or from

 thereof, whether for disposal or otherwise, and for any spills,

 releases, discharges, leaks, emissions or releases of any Chemical

 Substance(s) by Lessee or any of Lessee's Contractors (a "Release"),

 into or upon the air, ground or surface or ground water, or the

 environment, and for any required clean-up, remediation, removal,

 corrective measures, neutralization or containment of any Releases of

 any Chemical Substances, and the monitoring thereof, including the

 monitoring of any remediation of any Release of any Chemical Substances,

 all at the Lessee's sole cost and expense.  Lessee agrees to notify

 Lessor, in writing, promptly upon Lessee receiving notice or actual



                                   -24-



<PAGE>



 knowledge thereof, should any Release of any quantity of any Chemical

 Substance(s) occur in or about the Premises, Appurtenant Areas or Land,

 if such Release is required to be reported to any governmental agency or

 authority under applicable Environmental Law.  On reasonable notice to the

 Lessee (so as to afford Lessee a reasonable  period to protect the

 confidentiality of Lessee's operations in the Premises), Lessor and Lessor's

 agents, representatives and contractors shall have the right, from time to

 time, to inspect the Premises to ascertain whether Lessee's and/or Lessee's

 Contractor's activities on, about and from the Premises and Land, and use and

 occupancy of the Premises and Land, are in compliance with this Lease and 

 with all Legal Requirements and all Environmental Laws.

           8.  Liens.

               (a)  Lessee will promptly remove and discharge any charge,

 lien, security interest or encumbrance upon the Premises or upon any

 Fixed Rent, additional rent or other sum payable hereunder which arises

 for any reason, including, without limitation, all liens which arise out

 of the use, occupancy, construction, repair or rebuilding of the

 Premises, by Lessee or any other person or entity other than Lessor or

 any Lessor's Indemnitee (as such term is defined in paragraph 9 herein),

 or by reason of labor or materials furnished, or claimed to have been

 furnished, to Lessee or for the Premises (any of the foregoing being

 referred to as a "Lien"); provided, however, that Lessee shall have the

 right to contest Liens as provided in paragraph 15 (Permitted Contests)

 and Lessee shall not be required to remove or discharge any Lien if (i)

 payment therefor is not yet due, or (ii) such Lien arises solely as a

 result of the action or inaction of Lessor or any Lessor's Indemnitee.

               (b)  NOTICE IS HEREBY GIVEN THAT LESSOR IS NOT AND SHALL

 NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR
TO BE

 FURNISHED TO LESSEE, OR TO ANYONE HOLDING THE



                                   -25-



<PAGE>



PREMISES OR ANY PART THEREOF THROUGH OR UNDER LESSEE, AND THAT

NO MECHANIC'S OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR

MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND

TO THE PREMISES.

           9.  Indemnification.

               (a)  By Lessee.  Subject to the terms of subparagraph (c)

 below, Lessee shall pay, protect, indemnify and save harmless Lessor and

 any partner, officer, agent, employee, director or shareholder of

 Lessor, and any partner, officer, agent, employee, director or

 shareholder of any partner or assignee of Lessor (collectively,

 "Lessor's Indemnitees"), from and against, and shall defend all actions

 against any such person, or entity, with respect to, any and all

 liabilities, losses, damages, costs, expenses (including reasonable

 attorneys' fees and expenses), causes of action, suits, claims, demands

 or judgments of any nature whatsoever, suffered or incurred by any

 Lessor Indemnitee and arising from (i) any injury to or death of any

 person(s), or damage to or loss of property or any other thing occurring

 on or in the Premises, Lessee's Parking Spaces, or (with respect to

 Lessee and Lessee's employees and visitors) upon any of the Appurtenant

 Areas), or in any manner growing out of or resulting from or connected

 with the use, nonuse, condition or occupancy of the Premises, Lessee's

 Parking Spaces and the Appurtenant Areas, (ii) any injury to or death of

 any person(s), or damage to or loss of property or any other thing

 occurring on or in the Land, if caused by the negligence or misconduct

 of Lessee or any of Lessee's Contractors, licensees, sublessees,

 invitees or any person for whose conduct Lessee is responsible, (iii)

 violation of any condition or agreement of this Lease by Lessee, (iv)

 any act or omission of Lessee or its agents, any Lessee's Contractors,

 licensees, sublessees, invitees or any person for whose conduct Lessee

 is legally responsible, (v) violation by Lessee of any

 contract or agreement to which Lessee is a party, or (vi)



                                   -26-



<PAGE>



 violation by Lessee of any contract or agreement to which Lessee is a

 party, or (vi) violation by Lessee, any of Lessee's Contractors,

 licensees, sublessees, invitees or any person for whose conduct Lessee

 is legally responsible of any Legal Requirement affecting the Premises,

 the Land, or any part thereof, or the ownership, occupancy or use

 thereof, and (vi) any contest referred to in paragraph 15. The

 obligations of Lessee under this paragraph 9 (a) shall survive any

 expiration or termination of the Term of this Lease for all events

 described in this paragraph 9 (a) which occur prior to the expiration or

 termination of the Term of this Lease. In case any action shall be

 brought against Lessor, or any Lessor's Indemnitee entitled to the

 benefits of this paragraph in respect of which indemnity may be sought

 against Lessee, then Lessor or such affected Lessor's Indemnitee, shall

 promptly notify Lessee in writing and Lessee shall assume the defense

 thereof, including the employment of counsel and the payment of all

 expenses. Lessor or such  Lessor's Indemnitee shall have the right to

 employ separate counsel, at Lessor's or Lessor's Indemintee's expense,

 in any such action and participate in the defense thereof. Lessee shall

 not be liable for any settlement of any action without its consent, but,

 if any such action is settled with the consent of Lessee, or if there

 shall be final judgment for the plaintiff in any such action, Lessee

 agrees to defend, indemnify and hold harmless Lessor or such affected

 Lessor's Indemnitee from and against any loss or liability by reason of

 such settlement or judgment; provided Lessor or Lessor's Indemnitee

 shall have complied with the notice requirement set forth in this

 Paragraph 9 (a).

           (b)  By Lessor.  Subject to the terms of paragraph 23

 (Separability; Binding Effect), paragraph 43 (Exculpatory Clause) and

 subparagraph (c) below, Lessor shall pay, protect, indemnify and save

 harmless Lessee, and any officer, agent, employee, director or

 shareholder of Lessee (collectively, "Lessee's Indemnities"), from and

 against, and shall defend all actions against any such person, or

 entity, with respect to, any and all liabilities, losses, damages,

 costs, expenses (including reasonable attorneys' fees and



                                   -27-



<PAGE>



 expenses), causes of action, suits, claims, demands or judgments of any

 nature whatsoever, suffered or incurred by any Lessee Indemnitee which

 arises solely by reason of the gross negligence or willful misconduct of

 Lessor. Subject to the terms of paragraph 23 (Separability; Binding

 Effect) and paragraph 43 (Exculpatory Clause), the obligations of Lessor

 under this paragraph 9 (b) shall survive any expiration or termination

 of this Lease for all events described in this paragraph 9 (b) which

 occur prior to the expiration or termination of the Term of this Lease.

 In case any action shall be brought against Lessee, or any Lessee's

 Indemnitee entitled to the benefits of this paragraph 9 (b) in respect

 of which indemnity may be sought against Lessor, then Lessee or such

 affected Lessee's Indemnitee, shall promptly notify Lessor in writing

 and Lessor shall assume the defense thereof, including the employment of

 counsel and the payment of all expenses. Lessee or such Lessee's

 Indemnitee shall have the right to employ separate counsel, at Lessee's

 or Lessee's Indemnitee's expense, in any such action and participate in

 the defense thereof. Lessor shall not be liable for any settlement of

 any action without its consent, but, if any such action is settled with

 the consent of Lessor, or if there shall be final judgment for the

 plaintiff in any such action, Lessor agrees to defend, indemnify and

 hold harmless Lessee or such affected Lessee's Indemnitee from and

 against any loss or liability by reason of such settlement or judgment;

 provided Lessee or Lessee's Indemnitee shall have complied with the

 notice requirement set forth in this Paragraph 9 (b).

           (c)  Mutual Release.  Notwithstanding anything to the contrary

 contained in this Lease, Lessor and Lessee each hereby releases the

 other (and its partners, officers, directors, servants, agents,

 contractors, employees and invitees) with respect to any claim

 (including claims under Paragraphs 9 (a) and (b) above and any claims

 for negligence or gross negligence) which it might otherwise have

 against the other party for



                                   -28-



<PAGE>



 loss, damages or destruction of the type covered by any insurance which

 such party is required, or agrees, to maintain under this Lease.

           10.  Maintenance and Repair.  Lessee, at its own sole cost and

 expense, will maintain all parts of (i) the Premises, (ii) all plantings

 in that area around the Premises bounded on the west by a sidewalk and

 on all other sides by portions of the loop road located on the Land,

 (iii) the base building systems and base building equipment in the

 Premises, including, but not limited to, fire safety (including

 sprinkler and fire suppression systems), plumbing, steam distribution,

 elevator, sanitary, heating, air-conditioning, ventilation and

 electrical equipment and systems and other building equipment and

 systems used in connection with the operation of the Premises

 (hereinafter collectively referred to as the "Equipment")), and (iv) the

 automobile parking spaces allocated to Lessee pursuant to this Lease,

 the walkways between said Premises and said parking spaces and the areas

 adjacent to the Premises which Lessee may use for shipping, receiving,

 loading and unloading, the placement of refuse containers and the like

 (collectively, the "Appurtenant Areas"), in good repair and condition,

 having regard to the configuration of office and laboratory space and

 the configuration of the "base building" systems and Equipment in the

 Premises as of the date of this Second Amended and Restated Lease.

 Except for ordinary wear and tear, Lessee shall not suffer or permit any

 waste thereof, and will take all actions and will make all structural

 and nonstructural, foreseen and unforeseen and ordinary and

 extraordinary changes and repairs (or replacements) which may be

 required for any reason to keep all parts of the Premises; such

 Equipment and the Appurtenant Areas in good repair and condition, and in

 compliance with all Legal Requirements (including, without limitation,

 any Legal Requirement requiring the removal of asbestos or asbestos-

 containing materials).  Lessor shall not be required to maintain, repair

 or rebuild all or any part of the Premises or the Appurtenant



                                   -29-



<PAGE>



 Areas.  Lessee waives the right to require Lessor to maintain, repair or

 rebuild all or any part of the Premises or the Appurtenant Areas, or

 make repairs, at the expense of Lessor, pursuant to any Legal

 Requirement or Contract, at any time in effect.  All obligations and

 waivers of Lessee under this paragraph 10 shall constitute part of the

 consideration for Lessee's use and occupation of the Premises.  The

 Lessee, at Lessee's sole cost and expense, shall keep (A) the Premises

 neat and free of dirt and debris and other accumulations, (B) all

 portions of the Appurtenant Areas neat and free of dirt and debris, and

 free of ice and snow and other accumulations, and (C) the area where the

 Lessee is responsible for maintaining plantings and the walkways

 referred to in clauses (i) and (iv) above neat and free of dirt, debris

 and other accumulations, and free of ice and snow.

           11.  Alterations.

                (a)  Subject to the terms and conditions of subparagraph

 (b) below, Lessee may, at its expense, make additions and alterations to

 the interior of the Premises, provided that (i) same are not structural,

 (ii) the fair market value of the Premises shall not be materially

 lessened thereby, (iii) such work shall be completed in a good and

 workmanlike manner and in compliance with all applicable Legal

 Requirements and Contracts.  Lessee shall provide Lessor with copies of

 all Building Permits and Certificates of Occupancy which are issued in

 connection with any Lessee Alterations.  Alterations which affect the

 exterior and/or structure of the Premises may not be made by Lessee

 except in compliance with clauses (ii) and (iii) of the prior sentence

 and paragraph 11 (b) hereof, unless Lessor's prior written consent shall

 have been obtained, which consent shall not be unreasonably withheld or

 delayed.  All such additions, alterations, additional improvements,

 substitutions and replacements, subject to the provision contained in

 the next succeeding sentence, shall be and remain part of the realty and

 the property of Lessor and shall be subject to this Lease.

 Notwithstanding the foregoing, Lessee shall be entitled



                                   -30-



<PAGE>



 to take all depreciation allotted under the Internal Revenue Code for

 any of the foregoing which may be installed by Lessee, at Lessee's sole

 cost and expense.  Lessee may place in the Premises any inventory, trade

 fixtures, machinery, equipment or other property belonging to Lessee or

 any third party or leased to Lessee by parties or any third party other

 than Lessor (provided no security interest is granted or retained in any

 of the foregoing which may be affixed to the Premises and not removed

 without material damage thereto), and may remove the same at any time

 during any Term of this Lease.  Lessee shall repair any damage to the

 Premises caused by such removal and shall restore the Premises, prior to

 the expiration or termination of this Lease, to (A) good condition,

 ordinary wear and tear excepted, and (B)  the configuration of the

 office space, laboratory space and "base building" systems and Equipment

 existing in the Premises as of the date of this Second Amended and

 Restated Lease.

               (b)  Lessee shall notify Lessor of any proposed

 alteration, repair or improvement reasonably estimated to cost more than

 $100,000 ("Major Undertaking"), which notice shall include a brief

 narrative of the work that will be done and a copy of the plans and

 specifications therefor. The plans and specifications for any Major

 Undertaking shall be in conformity with nationally recognized sound and

 prudent engineering and architectural standards. Lessor, by itself or

 its agent, shall have the right, but not the obligation, from time to

 time to inspect any Major Undertaking during construction to ensure that

 such construction is completed in a manner which is consistent with such

 plans and specifications and satisfies the requirements of paragraph

 11(a).

               (c)  Notwithstanding the terms of subparagraph (a) above,

 Lessor shall not unreasonably withhold its consent to any structural

 alteration proposed by Lessee.  Factors which may be considered by

 Lessor in considering any such request by Lessee may include the

 following: (i) the cost of reconfiguring the Premises for use by other

 lessees



                                   -31-



<PAGE>



 following the expiration or termination of this Lease; (ii) whether the

 proposed structural alteration will adversely affect the structural

 integrity of the Premises, including exterior windows, walls,

 foundation, supporting columns and roof; (iii) whether the proposed

 structural alteration is reasonably likely to materially increase the

 costs, as measured on a per square foot basis, of operating and

 maintaining the Premises; (iv) whether such proposed structural

 alteration is reasonably likely to adversely affect any the operation of

 any base building system or Equipment in the Premises, including

 plumbing, steam distribution, elevators, sanitary, electrical, heating,

 ventilation or air-conditioning systems; (v) whether the proposed

 structural alteration will  be visible from the exterior of the

 Premises; (vi) whether the proposed structural alteration is reasonably

 likely to reduce the fair market value of the Premises, or the rentable

 area configured for office space as of the date hereof; (vii) whether

 the proposed structural alteration will change the configuration of

 hallways, stairways, entrances, exits, loading doors, docks and ramps

 existing as of the date hereof; and (viii) whether the Premises, upon

 the completion of such proposed structural alteration, shall be in

 compliance with all Legal Requirements and Contracts.  Lessor's consent

 to any alteration desired to be made by Lessee shall not be deemed to

 constitute Lessor's representation or warranty that such proposed

 alteration will be in compliance with Legal Requirements.

           12.  Condemnation, Casualty and Temporary Requisition.

                (a)  General.  Lessee hereby irrevocably assigns to

 Lessor, for application in accordance with the terms of this Lease, any

 award, compensation or insurance payment to which Lessee may become

 entitled by reason of Lessee's interest in the Premises, the fixtures,

 Equipment therein and/or the Appurtenant Areas or any part(s) thereof

 (exclusive of trade fixtures and equipment which can be removed without

 damage to the Premises) and other personal property and any rights to

 any award in respect of



                                   -32-



<PAGE>



 relocation expenses); provided that the same does not result in a

 reduction of the award otherwise payable to Lessor (i) if the use,

 occupancy or title of the Premises, such fixtures, Equipment and/or the

 Appurtenant Areas or any part(s) thereof is taken, requisitioned or sold

 in, by or on account of any actual or threatened eminent domain

 proceeding, or other action by any person or governmental authority

 having the power of eminent domain (an occurrence of the character

 referred to in this clause (i) is hereinafter referred to as

 "Condemnation"), or (ii) if the Premises, such fixtures, Equipment

 and/or the Appurtenant Areas or any part(s) thereof are damaged or

 destroyed by fire, flood or other casualty (an occurrence of the

 character referred to in this clause (ii) is hereinafter  referred to as

 "Casualty").

           Lessee shall appear in any such proceeding, action,

 negotiation, prosecution or adjustment for any award, compensation or

 insurance payment on account of any such Condemnation or Casualty, shall

 take all appropriate action in connection therewith, shall pay all

 expenses thereof, including, without limitation, the reasonable cost of

 Lessor's reasonable participation therein, and shall direct any such

 award, compensation or insurance payment (net of reasonable expenses of

 collection) to be paid to the "Depository" (as defined in paragraph 12

 (f)) for deposit as provided by this paragraph 12. Lessor shall be

 entitled to participate in any such proceeding, action, negotiation,

 adjustment at the cost and expense of Lessee.  All amounts paid in

 connection with any such Condemnation or Casualty shall be applied

 pursuant to this paragraph 12, and all such amounts (minus the expense

 of collecting such amounts, including any reimbursement for costs and

 expenses in connection therewith to which Lessor is entitled pursuant to

 this Lease), together with any interest earned thereon, excluding, in

 any event, proceeds from business interruption insurance carried by

 Lessee, or any sublessee, from time to time, are herein called the "Net

 Proceeds."  Lessor and Lessee shall be reimbursed for all reasonable



                                   -33-



<PAGE>






 costs and expenses in connection with each such proceeding, action,

 negotiation, prosecution and adjustment out of any award, compensation

 or insurance payment received, as provided in this paragraph 12.  Lessee

 agrees that this Lease shall control the rights of Lessor and Lessee in

 any such award, and any present or future law to the contrary is hereby

 waived.

               (b)  Total Condemnation or Casualty.  If a Condemnation

 shall result in (i) the taking of fifty percent (50%) or more of the

 square foot floor area of the Premises, or fifty percent (50%) or more

 of the parking spaces allocated to the Premises (unless other parking

 spaces are allocated to the Premises by the Lessor which are reasonably

 convenient to the Premises), or (ii) all access to the Premises being

 taken, or if  a Casualty shall destroy or substantially damage fifty

 percent (50%) or more of the Premises, and in the judgment of a licensed

 architect, reasonably acceptable to Lessor and Lessee, such destruction

 or substantial damage cannot reasonably be expected to be fully restored

 and repaired (such that the Premises, after restoration and repair,

 consist of a building which complies in all respects with then-

 applicable Legal Requirements, including building codes and zoning

 regulations and which has substantially the same usefulness as before

 the Casualty [for the uses being made of the Premises immediately prior

 to the Casualty]) within nine (9) months after the date of the Casualty,

 then Lessee and Lessor shall each have the right, exercisable not later

 than sixty (60) days after the date title vests pursuant to a

 condemnation, or the date of the Casualty, to terminate this Lease by

 delivering to the other party notice of its intent to terminate this

 Lease on the last day of the month after the month in which such notice

 is given (the "Termination Date").  After the delivery of such notice,

 this Lease shall terminate upon the Termination Date. Notwithstanding

 paragraph 12(a) hereof, if this Lease is terminated as above set forth,

 the Net Proceeds shall be payable to the Lessor.



                                   -34-



<PAGE>



               (c)  Condemnation Without Election to Terminate; Partial

 Condemnation.  If, after a Condemnation, Lessee or Lessor does not give

 notice of its intention to terminate this Lease as provided in paragraph

 12(b), then this Lease shall continue in full force and effect, and

 Lessee shall, at its expense, promptly commence to and diligently

 rebuild, replace or repair to completion any damage to the Premises, the

 fixtures and Equipment therein and/or the Appurtenant Areas caused by

 such Condemnation in conformity with the requirements of paragraphs 10

 or 11, as applicable, so as to restore the Premises, such fixtures and

 Equipment and/or the Appurtenant Areas, as nearly as practicable, to the

 condition and fair market value thereof immediately prior to such

 occurrence, giving due regard to the fact that restoration of the entire

 Premises may no longer be practicable.  Prior to any rebuilding, a

 reputable general contractor, reasonably acceptable to Lessor and

 Lessee, shall reasonably determine the maximum cost of such rebuilding,

 including, without limitation, all architect's fees and expenses

 (collectively, the "Condemnation Restoration Cost").  The Condemnation

 Restoration Cost shall be paid first out of Lessee's own funds to the

 extent that the Condemnation Restoration Cost is estimated to exceed the

 Net Proceeds payable in connection with such Condemnation (or the

 Lessee, subject to the Lessor's written consent, which the Lessor agrees

 not to withhold unreasonably, may insure payment of such excess by a

 surety bond or escrow deposit of cash or its equivalent).  After such

 expenditure by Lessee (or insuring of payment) and provided that no

 material default under this Lease shall have occurred and then be

 continuing, Lessee shall be entitled to cause the Depository to pay

 Condemnation Restoration Costs out of the Net Proceeds, but only against

 certificates of an architect, reasonably acceptable to Lessor, Lessee

 and any Mortgagee of Lessor (whose services shall be paid out of the Net

 Proceeds), delivered to Lessor from time to time as such work of

 rebuilding, replacement and repair progresses, each such certificate

 describing the work for



                                   -35-



<PAGE>



 which Lessee is requesting payment, the cost incurred by Lessee in

 connection therewith, stating that such costs have not theretofore been

 reimbursed or paid, and that such work has been properly completed, and

 that the remaining Net Proceeds are adequate to pay for all remaining

 Condemnation Restoration Costs.  Any Net Proceeds remaining after final

 payment has been made for such work, provided that no material default

 under this Lease shall have occurred and then be continuing, shall be

 paid to Lessee to the extent required to reimburse Lessee for any

 Condemnation Restoration Costs paid by Lessee and not theretofore

 reimbursed, and the balance shall be paid to Lessor.  If any

 Condemnation Restoration Costs paid by Lessee pursuant to this paragraph

 12(c) shall exceed the amount of such Net Proceeds, the deficiency shall

 be paid by Lessee. In the event that a Condemnation does not result in

 the termination of this Lease under the terms hereof, the Fixed Rent

 shall be adjusted as of the date title vests pursuant to such

 Condemnation so that the Fixed Rent payable after such Condemnation

 shall be that portion of the Fixed Rent payable immediately prior to

 such Condemnation which the rental value immediately after the

 Condemnation (and the restoration required under the terms hereof) of

 the Premises shall bear to the rental value of the Premises immediately

 prior to the Condemnation.  Said rental values shall be determined in

 accord with the Real Estate Valuation Arbitration Rules then in effect,

 or if no such Rules are then in effect, in accord with other recognized

 real estate valuation rules then in effect, as reasonably determined by

 Lessor.

               (d)  Casualty Without Election to Terminate; Partial

 Casualty.  If, after a Casualty, Lessee or Lessor does not give notice

 of its intention to terminate this Lease as provided in paragraph 12(b)

 then this Lease shall continue in full force and effect, and Lessee

 shall, at its expense, promptly commence and diligently rebuild, replace

 or repair to completion any damage in conformity with the requirements

 of paragraph 10 or



                                   -36-



<PAGE>



 11, as applicable, so as to restore the Premises, as nearly as

 practicable, to the condition and fair market value thereof immediately

 prior to such Casualty.  Prior to any rebuilding, a reputable general

 contractor reasonably acceptable to Lessor, Lessee and the insurance

 company which has issued the policy(ies) of insurance covering the

 Premises, shall determine the maximum cost of such rebuilding,

 including, without limitation, all architect's fees and expenses

 (collectively, the "Casualty Restoration Cost").  The Casualty

 Restoration Cost shall be paid first out of Lessee's own funds to the

 extent that the Casualty Restoration Cost is estimated to exceed the Net

 Proceeds payable in connection with such Casualty (or the Lessee,

 subject to the Lessor's written consent, which the Lessor agrees not to

 withhold unreasonably, may insure payment of such excess by a surety

 bond or escrow deposit of cash or its equivalent).  After such

 expenditure by Lessee (or insuring of payment) and provided that no

 default under this Lease shall have occurred and then be continuing,

 Lessee shall be entitled to cause the Depository to pay Casualty

 Restoration Costs out of the Net Proceeds, but only against certificates

 of said architect delivered  to Lessor from time to time as such work of

 rebuilding, replacement and repair progresses, each such certificate

 describing the work for which Lessee is requesting payment, the cost

 incurred by Lessee in connection therewith, stating that such costs have

 not theretofore been reimbursed or paid, and that such work has been

 properly completed, and that the remaining Net Proceeds are adequate to

 pay for all remaining Casualty Restoration Costs. Any Net Proceeds

 remaining after final payment has been made for such work, provided that

 no material default under this Lease shall have occurred and then be

 continuing, shall be paid to Lessee to the extent required to reimburse

 Lessee for any Casualty Restoration Cost paid by Lessee and not

 theretofore reimbursed, and the balance shall be paid to Lessor.  The

 future value (determined at 8% per annum from the date Lessor receives



                                   -37-



<PAGE>



 same) of any balance so paid to the Lessor shall be credited by the

 Lessor to the last installments of Fixed Rent to become due under this

 Lease.

               (e)  Temporary Requisition.  Notwithstanding any other

 provision to the contrary contained in this paragraph 12, in the event

 of any temporary requisition, this Lease shall remain in full force and

 effect and Lessee shall be entitled to receive the Net Proceeds

 allocable to such temporary requisition, except that such portion of the

 Net Proceeds as is allocable to the period after the expiration or

 termination of the Term of this Lease shall be paid to Lessor.

               (f)  Investment of Net Proceeds.  All Net Proceeds shall

 be deposited with a bank or other financial institution reasonably

 designated by Lessor (the "Depository").  Lessee may direct the

 investment of the amounts so deposited with the Depository pursuant to

 this paragraph 12(f) in the following manner:

                    (i)  repurchase obligations of the Depository at all

               times fully secured by direct and general obligations of

               the United States of America or obligations guaranteed as

               to principal and interest by the United States of America;

                    (ii)  direct and general obligations of the United

               States of America or obligations guaranteed as to

               principal and interest by the United States of America;

                    (iii)  certificates of deposit of the Depository or

               any nationally recognized banking institution whose debt

               instruments are rated "AA" or better (or similar ratings)

               by two nationally recognized rating institutions

               reasonably acceptable to Lessor; or

                    (iv)  commercial paper which is rated "A-1" or better

               (or comparable ratings) by Standard & Poor's Corporation

               or "P-1" or



                                   -38-



<PAGE>



               better (or, comparable ratings) by Moody's Investors

               Service, Inc., or the successors to such rating

               organizations.

           Such investments of such funds shall mature in such amounts and

 on such dates as to provide that amounts shall be available on the draw

 dates sufficient to pay the amounts requested, and due to, Lessor or

 Lessee, as the case may be.  The Depository shall not be liable for any

 loss resulting from the liquidation of each and every such investment.

 The terms and conditions relating to such deposit and investments shall

 otherwise be satisfactory to Lessor, Lessee and the Depository.

           13.  Insurance.

                (a)  Lessee will purchase and maintain insurance on the

 Premises of the following character:

                     (i)  Property Insurance:  Insurance against loss or

 damage by fire, lightning and all other perils covered by the "all risk"

 endorsement, including, without limitation, flood insurance (if, but

 only if, the Premises are located in a flood hazard area), issued by a

 company available for use by the Lessee which satisfies the criteria set

 forth below in this subparagraph (a), in amounts not less than the

 actual replacement cost (exclusive of foundations and excavations) of

 the Premises, as adjusted annually as hereinafter provided.  Such

 insurance policies may include reasonable deductibles, as reasonably

 determined by Lessor and Lessor's Mortgagee (if any), giving due regard

 for the industry and capital structure of the Lessee at the time of

 issuance of such policy(ies).  The amount of property insurance shall be

 increased at least once in each year to reflect any increase in

 replacement cost by using the then current Building Owners' Management

 Association ("BOMA") Building Index, or another similar index of

 construction costs generally accepted as accurate by risk management

 professionals.  Such



                                   -39-



<PAGE>



 insurance shall name the Lessor as insured and Lessee and any Mortgagee

 of the Lessor as additional insureds, as their interests may appear.

                     (ii)  Boiler and Machinery Insurance:  Insurance in

 respect of any boilers and pressure vessels or equipment of whatever

 type or character (including, without limitation, pressure piping and

 air-conditioning equipment) located in and/or serving the Premises

 and/or the Appurtenant Areas in the minimum amount reasonably designated

 by Lessor from time to time for each accident or in such greater amounts

 as are then customary for property similar in use to the Premises and

 located in the State of Connecticut or contiguous states.

 (Notwithstanding the foregoing, Lessee shall not be required to procure

 boiler and machinery insurance for any Power Plant machinery or

 equipment; except for any process steam generation equipment which

 Lessee may locate, from time to time, in the Power Plant in accordance

 with the terms of Paragraph 30 (c) (i) herein and provided further that

 this sentence is not intended to relieve Lessee from the obligation to

 contribute towards the Lessor's cost of the insurance, procured for the

 boilers and pressure vessels located in the Power Plant, as set forth in

 Paragraph 29 (Management and Maintenance Expenses) (b) (Power Plant)

 herein.

                     (iii)  Comprehensive General Public Liability

 Insurance:  Comprehensive public general liability insurance (including

 coverage for elevators and escalators, if any, premises operations and

 contractual liability) with respect to the Premises and the Appurtenant

 Areas, naming the Lessee and the Lessor (and any Mortgagee of the

 Lessor) as insureds, as their interests may appear, against claims for

 bodily injury, death and/or property damage occurring on, in or about

 the Premises and/or the Appurtenant Areas and (as to Lessee's employees

 and visitors) adjoining streets and sidewalks, in the minimum combined

 single limit amount reasonably designated by Lessor from time to time,

 for each occurrence for bodily injury, death and/or property damage, or



                                   -40-



<PAGE>



 in such greater amounts as are then customary for property similar in

 use to the Premises and located in the State of Connecticut or

 contiguous states. Lessor and Lessee agree that, as of the date hereof,

 $8,180,966 is a reasonable minimum amount.

                     (iv)  Workers' Compensation Insurance:  Insurance

 (including employers' liability insurance) to the extent required by the

 laws and statutes of the State of Connecticut, including, without

 limitation, during the course of any construction, alteration or repair

 of the Premises and/or the Appurtenant Areas, workers' compensation and

 employers' liability insurance covering its employees in such amount as

 is required by law.

                     (v)  Builders' Risk:  During the course of any

 construction or repair of the Premises and/or the Appurtenant Areas

 which is anticipated to cost more than the sum of One Hundred Thousand

 Dollars ($100,000), a Builders' Risk policy of insurance against "all

 risks," including collapse and transit coverage, during construction and

 covering the total value of work performed and Equipment, supplies and

 materials furnished.  Lessee's requirement to purchase builder's risk

 insurance, under this subparagraph (v), shall be deemed satisfied if the

 insurance described herein is provided by the general contractor

 undertaking such alterations, repairs or improvements.

                    Such insurance shall be written by companies with a

 consistent Best's rating of at least B+ or equivalent standard and a

 minimum financial class of XI which are nationally or internationally

 recognized, legally qualified to issue such insurance, selected by

 Lessee and reasonably acceptable to Lessor and (other than [iv] workers'

 compensation) shall name Lessor as a named insured and include Lessee as

 a named insured as its interest may appear.  If the Premises, or any

 part thereof, shall be damaged or destroyed by fire or other insured

 peril, and if the estimated cost of rebuilding,



                                   -41-



<PAGE>



 replacing or repairing the same shall exceed One Hundred Thousand

 Dollars ($100,000), Lessee shall promptly notify Lessor thereof.

               (b)  Policy Requirements.  The property insurance referred

 to in clause (i) of paragraph 13(a) (except for property insurance

 coverage for Lessee's personal property, equipment, trade fixtures and

 furnishings and Worker's Compensation Insurance maintained under (iv)

 therein) shall include a standard mortgagee endorsement in favor of any

 institutional mortgagee or beneficiary (the "Mortgagee") under a

 mortgage, deed of trust or other security interest creating a lien on

 the interests of Lessor in the Premises (the "Mortgage") granted by

 Lessor in accordance with paragraph 25 (Subordination and Non-

 Disturbance) hereof; and any loss or damage under such property

 insurance policy shall be payable to the first Mortgagee to be held and

 applied pursuant to paragraph 12.

           Every policy referred to in paragraph 13(a) (except for

 property insurance coverage for Lessee's personal property, equipment,

 trade fixtures and furnishings and Worker's Compensation Insurance

 maintained under (iv) therein) shall contain reasonable deductibles, as

 reasonably determined by Lessor and Lessor's Mortgagee (if any), giving

 due regard for the industry and capital structure of the Lessee at the

 time of issuance of such policies, and shall provide that (i) it will

 not be amended, cancelled or reduced except after ten (10) days' written

 notice to Lessor (and the Mortgagee, if applicable), (ii) such insurance

 shall not be invalidated by any act or negligence of Lessee or Lessor or

 any person or entity having an interest in the Premises, or by occupancy

 or use of the Premises for purposes more hazardous than permitted by

 such policy, or by any foreclosure or other proceedings or notices

 thereof relating to the Premises, or by any change in title or ownership

 of the Premises or the Land, (iii) all insurance claims pertaining to

 the Premises in amounts of One Hundred Thousand Dollars ($100,000), or

 less, shall be adjusted by the insurers thereunder with Lessee, and all

 insurance claims pertaining to the Premises in



                                   -42-



<PAGE>



 excess of One Hundred Thousand Dollars ($100,000) shall be so adjusted

 with Lessor and Lessee jointly, (iv) it shall include a waiver of all

 rights of subrogation against Lessor, each Mortgagee and Lessee, (v) it

 shall not contain a provision relieving the insurer thereunder of

 liability for any loss by reason of the existence of other policies of

 insurance covering the Premises against the perils involved, whether

 collectible or not, and (vi) it shall include the Mortgagee and Lessor

 as additional named insureds (but not on workers compensation

 insurance).  The Lessee will advise Lessor promptly, upon Lessee's

 receipt of notice thereof, of any policy cancellation, reduction or

 amendment which adversely affects the coverage provided thereby.

           (c)  Delivery of Certificates.  Lessee shall deliver to Lessor

 (and to the Mortgagee, if applicable) certificates of insurance

 reasonably satisfactory to Lessor (and to the Mortgagee, if applicable)

 evidencing the existence of all insurance or certified copies of all

 policies which are required to be maintained by Lessee hereunder, such

 delivery to be made (i) contemporaneously with the execution and

 delivery of this Lease and (ii) at least thirty (30) days prior to the

 expiration date of any such insurance.  Lessee shall not obtain or carry

 separate insurance concurrent in form or contributing in the event of

 loss with that required by this paragraph 13 unless Lessor and the

 Mortgagee are named insureds therein, with loss payable as provided

 herein.  Lessee shall immediately notify Lessor whenever any such

 separate insurance is obtained and shall deliver to Lessor (and the

 Mortgagee, if applicable), the certificates evidencing, or certified

 copies of, the same.  Any insurance required hereunder may be provided

 under blanket policies as are then customary for other properties owned,

 leased or occupied in the vicinity of the Premises and which are

 reasonably acceptable to Lessor, provided that the coverage is not less

 than the coverage contemplated by this paragraph 13 as separately

 stated.



                                   -43-



<PAGE>



               (d)  Self-Insurance.  Notwithstanding the foregoing provisions

 of this paragraph 13, all insurance which Lessee is required to procure and

 maintain thereunder may include or consist entirely of self-insurance

 issued by a validly formed and existing affiliate (the "Insurance

 Affiliate"), provided that prior to effecting such self-insurance

 hereunder Lessee provides Lessor with (A) the name of the Insurance

 Affiliate, (B) evidence that such Insurance Affiliate is regulated by

 the a State department of banking, (C) an opinion of legal counsel to

 Lessee, or such Insurance Affiliate, stating that such Insurance

 Affiliate is duly formed and validly existing and is authorized to

 provide and issue the insurance coverage required to be provided by

 Lessee hereunder, and (D) statutory financial statements of such

 Insurance Affiliate.  All insurance issued by an Insurance Affiliate

 under this subparagraph (d) shall be written on an "occurrence basis"

 and shall be evidenced by written certificates of insurance issued and

 delivered to Lessor on an annual basis.  Such policies must name Lessor

 and Lessor's designated Mortgagees as additional insureds, specify the

 forms and amounts of insurance  provided by such Insurance Affiliate

 (which coverage must be in the forms and amounts otherwise required by

 this paragraph 13) and the deductibles for such coverage, which

 deductibles shall not exceed $100,000.  Such policies of insurance must

 otherwise be reasonably acceptable to Lessor in form and substance.  For

 so long as Lessee is satisfying all or any portion of its insurance

 obligations by self-insurance under this subparagraph (d) Tenant shall

 submit to Landlord on or before May 1st of each year, the year-end

 annual financial statements of such Insurance Affiliate, prepared in

 accordance with generally accepted accounting principles, consistently

 applied, and audited by an independent certified public accountant, for

 the preceding calendar-year and such financial statements must otherwise

 be reasonably acceptable to Lessor.



                                   -44-



<PAGE>



               (e)  The requirements of this paragraph 13 shall not be 

 construed to negate or modify Lessee's obligations under paragraph 9

 (Indemnification).

           14.  Broker.

                (a)  Lessee represents that it dealt with no broker in

 connection with this Second Amended and Restated Lease, other than Mr.

 Myers Mermel of the Corsair Group, New York, New York.  Lessee hereby

 indemnifies and holds Lessor harmless from any and all losses, damages

 and expenses arising out of any inaccuracy or alleged inaccuracy of the

 foregoing representation by Lessee, including court costs and reasonable

 attorney's fees.

              (b)   Lessor represents that no broker or real estate agent has

 a listing, or agency agreement with Lessor for the rental of the

 Premises.  Lessor hereby indemnifies and holds Lessee harmless from any

 and all losses, damages and expenses arising out of any inaccuracy or

 alleged inaccuracy of the foregoing representation by Lessor, including

 court costs and reasonable attorney's fees.

           15.   Permitted Contests.

                 (a)  Provided that nothing hereinafter contained in this

 paragraph 15 shall excuse the Lessee from paying Fixed Rent and all

 additional rent and making all other payments to the Lessor under this

 Lease, Lessee shall not be required, nor shall Lessor have the right to

 (i) pay, discharge or remove any tax, assessment, levy, fee, water

 and/or sewer rents which are applicable solely to the Premises or

 Lessee's property and which do not affect, or are based upon, any

 portion of the Land (except any additional rent hereunder payable to or

 for the benefit of Lessor), charge, mechanic's or materialman's lien,

 attachment, lien or encumbrance, or (ii) comply or cause the Premises to

 comply with any Legal Requirement applicable to the Premises or the use

 thereof, or (iii) comply or cause the Premises to comply with any

 contract, agreement, covenant, condition or restriction



                                   -45-



<PAGE>



 applicable to the Premises or the ownership, occupancy or use thereof,

 in each case, for so long as Lessee shall contest, in good faith, the

 existence, amount or validity thereof by appropriate proceedings which

 (A) shall prevent the collection of or other realization upon the tax,

 assessment, levy, fee, water and/or sewer rents, charge, attachment,

 lien or encumbrance so contested, (B) shall prevent the sale, forfeiture

 or loss of the Premises, the Land and/or any Fixed Rent, and/or any

 additional rent and/or any other sum required to be paid by Lessee

 hereunder, and (C) shall not affect the payment of any Fixed Rent, any

 additional rent and/or any other sum required to be paid by Lessee

 hereunder; provided that such contest shall not subject Lessor to the

 risk of any criminal liability or any material civil liability.  Lessee

 shall pay and save Lessor harmless against any and all losses,

 judgments, decrees and costs (including all reasonable attorneys' fees

 and expenses) in connection with any such contest.

               (b)  As a condition precedent to the exercise by Lessee of the

 rights provided in this paragraph 15, if the monetary amount of the

 obligation being contested by Lessee hereunder (together with the

 amounts of all other obligations then being contested by Lessee

 hereunder), or if the cost of Lessee' compliance with the obligation

 being contested (together with the cost of Lessee's compliance with all

 other obligations then being contested hereunder) should exceed the sum

 of Five Thousand Dollars ($5,000), then Lessee shall, prior to

 instituting such contest, provide such security as may be reasonably

 requested by Lessor, or the first lien Mortgagee, from time to time, and

 shall post such security as may be required in the subject proceeding,

 to insure ultimate payment of such tax, assessment, levy, fee, water

 and/or sewer rents, charge, attachment, lien, or encumbrance and

 compliance with Legal Requirements and to prevent (i) any sale or

 forfeiture of the Premises, and (ii) any loss of any Fixed Rent, any

 additional rent or any other sum required to be paid by Lessee

 hereunder.  Lessee shall notify Lessor (and the



                                   -46-



<PAGE>



 Mortgagee, if applicable) of each such proceeding for which the amount

 in contest (either singly, or together with any other obligations or

 costs then being contested hereunder) exceeds $50,000 within five (5)

 business days prior to the commencement thereof, which notice shall

 describe such proceeding in reasonable detail.  Lessee will conduct all

 such contests in good faith and with due diligence and will, promptly

 after the final determination (including appeals) of such contest, pay

 and discharge all amounts which shall be determined to be payable

 therein. At Lessor's request, Lessee shall, from time to time, provide

 Lessor with a reasonably detailed written report of the status of any

 and all contests instituted under this paragraph 15.

           16.  Conditional Limitations; Default Provisions.

                (a)  Any of the following occurrences or acts shall

 constitute an Event of Default under this Lease:

                     (i) if Lessee shall (1) fail to pay any installment of

 Fixed Rent or any additional rent or other sum required to be paid by

 Lessee hereunder when due and such failure shall continue for ten (10)

 days after notice to Lessee of such failure; or (2) fail to observe or

 perform any other provision hereof and such failure shall continue for

 thirty (30) days after notice to Lessee of such failure (provided that,

 in the case of any such default which cannot with diligence be cured

 within such thirty-day period, if Lessee shall commence promptly to cure

 the same and thereafter prosecute the curing thereof with diligence, the

 time within which such default may be cured shall be extended for such

 period as is reasonably necessary to complete the curing thereof with

 diligence); or

                     (ii)  if Lessee shall commence a voluntary case under 

 the Federal Bankruptcy Code, file a petition in bankruptcy or for

 reorganization or for an arrangement pursuant to any federal or state

 bankruptcy law or any similar federal or state law, or shall be

 adjudicated a bankrupt, or shall become insolvent, or Lessee shall not

 generally pay its



                                   -47-



<PAGE>



 debts as they become due, or shall make an assignment for the benefit of

 creditors, or shall admit in writing its inability to pay its debts

 generally as they become due, or if a petition or answer proposing the

 adjudication of Lessee as a bankrupt or its reorganization pursuant to

 any federal or state bankruptcy law or any similar federal or state law

 shall be filed in any court and Lessee shall consent to or acquiesce in

 the filing thereof or such petition; or

                     (iii)  if a receiver, trustee or liquidator of Lessee or 

 of all or substantially all of the assets of Lessee or Lessee's estate in

 the Premises shall be appointed in any proceeding brought by or against

 Lessee, as the case may be, or if any such receiver, trustee or

 liquidator shall be appointed in any proceeding brought against Lessee

 and shall not be discharged within ninety (90) days after such

 appointment, or if Lessee shall consent to or acquiesce in such

 appointment; or

                     (iv)  if any representation or warranty of Lessee

 contained in this Lease shall prove to be incorrect in any material

 respect as of the time when the same shall have been made, to the

 detriment of any person to whom or for whose benefit the representation

 or warranty was made and adequate provision for cure of such detriment

 reasonably acceptable to Lessor shall not have been made; or

                     (v)  if the estate or interest of Lessee in the Premises

 shall be levied upon or attached in any proceeding and such process

 shall not be vacated or discharged within ninety (90) days after such

 levy or attachment, unless such levy or attachment is being contested

 pursuant to paragraph 15 of this Lease; or

                     (vi)  if final judgment or judgments for the payment of

 money in excess of $5,000,000 shall be outstanding against Lessee for

 more than 90 days and shall not have been discharged in full (provided

 no such judgment shall constitute a default hereunder for so long as the

 effect of such judgment is stayed, or until any appeals filed in

 connection with such judgment have been finally resolved, provided

 Lessee shall, at all



                                   -48-



<PAGE>



 times, be diligently and in good faith appealing such judgment in a

 court of appropriate jurisdiction); or

                     (vii)  if a custodian for purposes of any federal or 

 state bankruptcy law or any similar federal or state law is appointed or

 otherwise takes possession of a substantial portion of Lessee's assets;

 or

                     (viii)  if there should occur a default, which continues

 beyond the expiration of all applicable notice and cure periods, by

 Crompton & Knowles Corp. ("Guarantor") under the terms of a certain

 Guaranty of Lease (the "Guaranty"), dated as of the date hereof, made by

 Guarantor in favor of Lessor, pursuant to which Guarantor has guaranteed

 the full and timely performance of all of Lessee's obligations under

 this Lease; or

                     (ix)  if Guarantor should disavow its obligations under

 the Guaranty, or if the Guaranty, or any part thereof, is found to be

 unenforceable by any court of law having competent jurisdiction over the

 matter; or

                     (x)  the filing, by or against Guarantor, in any court,

 pursuant to any statute of the United States or of any State, of a

 petition in bankruptcy, insolvency, or reorganization (which remains

 undischarged for ninety (90) days), or the appointment of a receiver,

 trustee, or conservator of all or a portion of Guarantor's property, or

 the making by Guarantor of an assignment for the benefit of creditors,

 or a general failure by Guarantor to pay its debts when due.

               (b)  If an Event of Default shall have happened and be

 continuing, Lessor shall have the right to give Lessee three (3) days

 notice of Lessor's termination of the Term of this Lease.  Upon the

 giving of such notice, the Term of this Lease and the estate hereby

 granted shall expire and terminate on such date as fully and completely

 and with the same effect as if such date were the date herein fixed for the



                                   -49-



<PAGE>



 expiration of the Term of this Lease, and all rights of Lessee hereunder

 shall expire and terminate, but Lessee shall remain liable as

 hereinafter provided.

               (c)  Upon the occurrence of any Event of Default, this

 Lease shall continue in effect for so long as Lessor does not terminate

 Lessee's right to possession under paragraph 16(b), above, and Lessor

 may enforce all its rights and remedies under this Lease, including,

 without limitation, the right to recover Fixed Rent, additional rent and

 any other sums due in accord with this Lease (hereinafter, collectively,

 "rent") as same become(s) due, and, without terminating this Lease, may

 exercise all of the rights and remedies of a landlord.  Acts of

 maintenance, preservation or efforts to lease the Premises and the

 appointment of a receiver upon application of Lessor to protect Lessor's

 interest under this Lease shall not constitute an election to terminate

 Lessee's right to possession.

               (d)  Should Lessor terminate this Lease pursuant to the

 provisions of paragraph 16(b), above, Lessor shall have all the rights

 and remedies to which Lessor may be entitled under applicable law, and,

 in addition, Lessor shall be entitled to receive from Lessee:

                    (i)  the worth at the time of award of the unpaid

 rent and other amounts which had been earned at the time of termination;

                    (ii)  the worth at the time of award of the amount by

 which the unpaid rent which would have been earned after termination

 until the time of award exceeds the amount of such rent loss that the

 Lessee proves could have been reasonably avoided;

                    (iii)  the worth at the time of award of the amount

 by which the unpaid rent for the balance of the term of this Lease after

 the time of award exceeds the amount of such rent loss that the Lessee

 proves could be reasonably avoided; and



                                   -50-



<PAGE>



                    (iv)  any other amount necessary to compensate Lessor for

  all the detriment proximately caused by Lessee's failure to perform its

 obligation under this Lease or which, in the ordinary course of things,

 would be likely to result therefrom.  The "worth at the time of the

 award" of the amounts referred to in (i) and (ii) above, shall be

 computed using the interest rate set forth in paragraph 4(b), above.

 The "worth at the time of award" of the amount referred to in (iii)

 shall be computed by reference to competent appraisal evidence and the

 formula prescribed by, and being the lowest discount rate permitted

 under, applicable law.

               (e)  Upon the occurrence of an Event of Default hereunder,

 Lessor shall use reasonable efforts to mitigate its damages as a result

 thereof; provided Lessor shall have no obligation to attempt to relet

 the Premises, or any part thereof, in preference to any other areas then

 held by Lessor for lease.

           17.  Additional Rights.

                (a)  No right or remedy of Lessor hereunder shall be

 exclusive of any other right or remedy, but shall be cumulative and in

 addition to any other right or remedy hereunder or now or hereafter

 existing.  Failure of Lessor or Lessee to insist upon the strict

 performance of any provision hereof or to exercise any option or right,

 power or remedy contained herein shall not constitute a waiver or

 relinquishment thereof for the future.  Receipt by Lessor of any Fixed

 Rent, additional rent or other sum payable hereunder with knowledge of

 the breach of any provision hereof shall not constitute waiver of such

 breach, and no waiver by either party of any provision hereof shall be

 deemed to have been made unless made in writing.

                (b)  Lessee hereby waives and surrenders for itself and

 all those claiming under it, including creditors of all kinds, (i) any

 right or privilege which it or any of them may have to redeem the

 Premises, or to have a continuance of this Lease after



                                   -51-



<PAGE>



 termination of Lessee's right of occupancy by order or judgment of any

 court or by any legal process or writ, or under the terms of this Lease,

 or after the termination of the Term of this Lease as herein provided,

 and (ii) the benefits of any law which exempts property from liability

 for debt or for distress for rent.

                (c)  If either party shall be in default in the

 performance of any of its obligations hereunder in any material respect,

 such party shall pay to the other, on demand, all expenses incurred by

 such other party as a result thereof, including reasonable attorneys'

 fees and expenses.  If Lessor shall be made a party to any litigation

 commenced against Lessee and Lessee shall fail to provide Lessor with

 counsel reasonably satisfactory to Lessor and pay the expenses thereof,

 Lessee shall pay, as additional rent hereunder, all costs and reasonable

 attorneys' fees and expenses incurred by Lessor in connection with such

 litigation.

                (d)  Notwithstanding anything to the contrary set forth

 in this Lease, neither Lessor nor Lessor's agents (including, without

 limitation, any property manager, employees, contractors, officers,

 directors, shareholders, partners or principals (disclosed or

 undisclosed) shall be liable to Lessee or Lessee's agents, employees,

 contractors, subtenants, assignees, invitees, licensees or any other

 occupant of the Premises  for (i) except as otherwise expressly provided

 in this Lease, any interruption to Lessee's business, or (ii) any

 incidental damages, lost profits, lost savings, punitive, exemplary or

 any other indirect, special or consequential damages of Lessee.  Lessee

 hereby waives, to the fullest extent permitted by law, any claim for

 indirect or consequential damages in connection with any such loss.

           18.  Notices, Demands and Other Instruments.  All notices,

 offers, consents and other instruments given pursuant to this Lease

 shall be in writing and shall be validly given (i) when hand-delivered

 to Lessor or Lessee, to a general Partner, if Lessor or



                                   -52-



<PAGE>



 Lessee is a general or limited partnership, or to an officer, if Lessor

 or Lessee is a corporation, (ii) on the third (3rd) business day

 following the date when mailed, in a United States Postal Service post

 office or branch post office in New York or Connecticut, by prepaid

 registered or certified mail, Return Receipt Requested, or (iii) the

 next business day after being deposited with a reputable

 overnight/express mail carrier, such as Federal Express.

           (a)  if to Lessor, addressed to it at:


                The Middlebury Partnership
                c/o White-Middlebury Associates Limited Partnership
                Hampton Plaza
                300 East Joppa Road
                Baltimore, MD  21286-3048
                Attn:  Mr. Willard Hackerman

           With a copy to:

                International Business Machines Corporation
                Real Estate Services
                New Orchard Road
                Armonk, New York  10504
                Attn: Associate General Counsel, Alan R. Wolfert, Esq.

           (b)  if to Lessee, addressed to:


                Uniroyal Chemical Company, Inc.
                World Headquarters
                Middlebury, CT 06749
                Attn: John T. Ferguson, Esq.
                Vice President and General Counsel

           With a copy to:

                Crompton & Knowles Corp.
                One Station Plaza Stamford, CT 06902
                Attention: Chief Financial Officer



                                   -53-



<PAGE>



                (c)      If to Mortgagee, at the address specified in the

 non-disturbance agreement executed pursuant to paragraph 25

 (Subordination; Non-Disturbance) hereof, and Lessor, Lessee and

 Mortgagee each may from time to time specify, by giving 15 days' notice

 to each other party, (i) any other address in the United States as its

 address for purposes of notices pursuant to this Lease, and (ii) any

 other person or entity that is to receive copies of notices, offers,

 consents and other instruments hereunder.

           19.  Estoppel Certificates.

                (a)  Each party will, upon thirty (30) days notice at the

 request of the other (or the Mortgagee if applicable), execute,

 acknowledge and deliver to the other a certificate stating that this

 Lease is unmodified and in full force and effect (or, if there have been

 modifications, that (i) this Lease is in full force and effect as

 modified, and setting forth such modifications), (ii) the dates to which

 any Fixed Rent, additional rent and other sums payable hereunder have

 been paid, (iii) either that, to the knowledge of the signer of such

 certificate, no default exists hereunder, or specifying each such

 default of which the signer has knowledge, whether or not Lessee is

 still occupying and operating the Premises, and (iv) such other matters

 in connection with this Lease as either party (or the Mortgagee, if

 applicable) shall reasonably request. Any such certificate may be relied

 upon by Lessee, any permissible sublessees, any prospective mortgagee or

 purchaser of the Premises and/or the Land or any interest therein, and

 any permissible assignee of any of the foregoing interests.

                (b)  Lessor and its authorized representatives may (but

 are not obligated to) enter the Premises or any part thereof at all

 reasonable times upon three days' notice for the purpose of inspecting

 the same.

           20.  No Merger.  There shall be no merger of this Lease, or of

 the leasehold estate hereby created, with the fee estate in the Premises

 by reason of the fact that



                                   -54-



<PAGE>



 the same person acquires or holds, directly or indirectly, this Lease or

 the leasehold estate hereby created or any interest herein or in such

 leasehold estate as well as the fee estate in the Premises or any

 interest in such fee estate.

           21.  Surrender.  Upon the expiration or termination of the term

 of this Lease, Lessee shall surrender the Premises and the Appurtenant

 Areas to Lessor in good order and condition, as specified in paragraph

 10 (Maintenance and Repair) and paragraph 11 (Alterations) herein,

 except for ordinary wear and tear.  Lessee, at its sole cost and

 expense, shall remove from the Premises and the Appurtenant Areas, on or

 prior to the expiration or termination of the term of this Lease, all

 property and equipment situated thereon which is not owned by Lessor and

 shall repair any damage caused by the removal thereof.  Property and

 equipment not so removed shall, upon the earlier of (i) the termination

 or expiration of this Lease, or (ii) Lessee's vacating the Premises,

 become the property of Lessor, and Lessor may thereupon cause such

 property to be removed from the Premises and the Appurtenant Areas and

 disposed of, but the cost of any such removal and disposal shall be

 borne by Lessee.  Notwithstanding the foregoing, Lessee shall be

 obligated to restore any alteration for which Lessor's consent was not

 required if failure to perform such restoration would have a material

 adverse effect on the value of the Premises. Lessee shall have no

 obligation to restore any alteration to which Lessor consented, unless

 such consent was conditioned upon restoration.  Lessee's obligations

 under this paragraph 21 shall survive the expiration or termination of

 this Lease.

           22.  Merger, Consolidation or Sale of Assets.  Upon the merger

 of Lessee into another corporation, the consolidation of Lessee with one

 or more other corporations or the sale or other disposition of all or

 substantially all the assets of Lessee to one or more other entities,

 the surviving entity or transferee of assets, as the case may be, (if

 other than Lessee) shall deliver to Lessor an acknowledged instrument in

 recordable form assuming a



                                   -55-



<PAGE>



 joint and several responsibility with Lessee as to all obligations,

 covenants and responsibilities of Lessee hereunder.  In any event, the

 surviving entity (if other than Lessee), or transferee of assets, as the

 case may be, shall be deemed to have assumed a joint and several

 responsibility with Lessee as to all such obligations, covenants and

 responsibilities upon such merger, consolidation or sale or other

 disposition.  Lessee agrees not to merge, consolidate or sell all or

 substantially all of its assets to one or more other entities unless the

 surviving entity or transferee of assets, as the case may be, shall have

 a Standard and Poors (or similar nationally recognized rating agency)

 rating of B+, or better, immediately after such sale, merger,

 consolidation or disposition.

           23.  Separability; Binding Effect.  Each provision hereof shall

 be separate and independent and the breach of any such provision by

 Lessor shall not discharge or relieve Lessee from its obligations to

 observe and perform each and every covenant to be performed by Lessee

 hereunder.  If any provision hereof or the application thereof to any

 person or circumstance shall to any extent be invalid or unenforceable,

 the remaining provisions hereof, or the application of such provision to

 persons or circumstances other than those as to which it is invalid or

 unenforceable, shall not be affected thereby, and each provision hereof

 shall be valid and shall be enforceable to the fullest extent permitted

 by law.  All provisions contained in this Lease shall be binding upon,

 inure to the benefit of, and be enforceable by, the respective

 successors and assigns of Lessor and Lessee to the same extent as if

 each such successor and assign were named as a party hereto, subject to

 all agreements and restrictions contained in this Lease with respect to

 assignment or other transfer of Lessee's interest in this Lease.

 However, the obligations of Lessor under this Lease shall not be binding

 upon Lessor herein named with respect to any period subsequent to the

 transfer of its interest in the Land or Premises, as owner thereof, and

 in the event of such transfer, such obligations shall thereafter be binding



                                   -56-



<PAGE>



 upon each transferee of the interest of Lessor herein named as such

 owner of the Land or Premises, but only with respect to the period

 ending with a subsequent transfer within the meaning of this paragraph,

 and such transferee, by accepting such interest, shall be deemed to have

 assumed such obligations except only as may be expressly otherwise

 provided elsewhere in this Lease.  A lease of Lessor's entire interest

 in the Premises, or the Land, as owner thereof shall be deemed a

 transfer within the meaning of this paragraph. This Lease may not be

 changed, modified or discharged except by a writing signed by Lessor and

 Lessee. Any such change, modification or discharge made otherwise than

 as expressly permitted by this paragraph shall be void.  This Lease

 shall be governed by and interpreted in accordance with the laws of the

 State of Connecticut.  This Lease may be simultaneously executed in

 multiple counterparts, each of which, when so executed and delivered,

 shall constitute an original, fully enforceable counterpart for all

 purposes.

           24.  Headings and Table of Contents.  The table of contents and

 the headings of the various paragraphs, subparagraphs and Schedules of

 this Lease have been inserted for reference only and shall not to any

 extent have the effect of modifying, amending or changing the expressed

 terms and provisions of this Lease.  In no event shall the rule

 "EXPRESSIO UNIUS EST EXCLUSIO ALTERIUS" be applied to the interpretation

 of this Lease.

           25.  Subordination; Non-Disturbance.

                (a)  This Lease, including any future amendments thereto, and

 all rights of Lessee hereunder, are and shall be subject and subordinate

 in all respects to any Mortgage(s) now encumbering the Premises or

 which, during the Term of this Lease, the Lessor may wish to have

 encumber the Premises, or the Premises and other property, and to all

 renewals, modifications, consolidations, replacements and extensions of

 any such Mortgage(s); provided that the Mortgagee(s) shall enter into a

 nondisturbance agreement,



                                   -57-



<PAGE>



 in recordable form, substantially in the form of Schedule D, which shall

 be, at the time of execution, and which shall remain, for so long as

 such Mortgage remains a lien upon the Premises, a valid and binding

 obligation of Lessor, Mortgagee, or any person or entity claiming

 ownership or other rights of Lessee hereunder, or derivative from

 Lessee's rights hereunder.  This paragraph shall be self-operative and

 no further instrument of subordination shall be required, but the Lessee

 agrees to execute and deliver to Lessor any confirmation(s) of such

 subordination required by any Mortgagee(s).

                (b)  If, in connection with obtaining, continuing or renewing

 mortgage financing for which the Land, the Appurtenant Areas, the

 Premises and/or this Lease or any interest therein represents collateral

 in whole or in part, a banking, insurance or other institutional lender

 shall request reasonable modifications of this Lease as a condition of

 such financing, Lessee will not unreasonably withhold, delay or defer

 its consent thereto, provided that such modifications do not increase

 the obligations of Lessee hereunder or adversely affect to a material

 degree the Lessee's leasehold interest hereby created.

           26.  Schedules.  Schedules A, B, C, D and E referred to in this

 Lease and attached hereto are hereby incorporated by reference herein.

           27.  Quiet Enjoyment.  Lessor covenants and agrees that Lessee,

 upon paying the rents reserved herein and observing and keeping the

 covenants, agreements and stipulations of this Lease on its part to be

 kept, shall lawfully, peaceably and quietly hold, occupy and enjoy the

 Premises subject to all the terms and provisions of this Lease during

 the term of this Lease, without hindrance, ejection or molestation by

 Lessor, or anyone claiming by, through or under Lessor.

           28.  Recording of Notice of Lease.  Lessor and Lessee agree to

 execute in triplicate a Notice of this Lease, in the form specified in

 Connecticut General Statutes



                                   -58-



<PAGE>



 Section 47-19, for recording in the Land Records for the towns of

 Middlebury, Oxford and Southbury, Connecticut.

           29.  Lessor's Obligations.

                (a)  Management/Maintenance.  (i)   Lessor shall hereafter

 maintain, and provide grounds maintenance services (including, without

 limitation, the prompt removal of snow and ice from all areas used by

 pedestrian and vehicular traffic) with respect to, keep in good

 condition and repair, including undertaking any and all repairs,

 alterations and improvements, as are required to comply with applicable

 Legal Requirements having regard to the condition of same at the time

 Lessor assumes such responsibilities) and manage in a good and

 businesslike manner, and provide exterior security, in accordance with

 the terms of paragraph 32 (Exterior Security) for, such of the following

 as are not Lessee's obligations under any of the other provisions of

 this Lease:  the Land; roadways; walkways; automobile parking areas;

 tunnels; lawn areas; utility lines and conduits; water and sewer lines

 and shrubbery (collectively, the "Non-Lessee Areas").  Lessor shall pay

 for all utilities consumed on the Land and in the buildings and

 improvements located thereon, and utilities required in connection with

 the maintenance thereof, except for those consumed in connection with

 the operations of the Power Plant and except for those consumed in the

 Premises, and shall pay sewer rents or sewer use charges with respect to

 the Land and the buildings and improvements located thereon, except for

 those reasonably allocable to the Premises.

                     (ii)  Lessor's Insurance.  Lessor shall also procure and

 maintain public liability insurance covering the Land and the Non-Lessee

 Areas (or the Land, the Non-Lessee Areas and other property), naming

 Lessor as insured and Lessee and any mortgagee of Lessor as additional

 insureds, as their interests may appear, in the amount of at least

 $5,000,000 for injury to or death of persons in any one accident and in

 the amount of at



                                   -59-



<PAGE>



 least $250,000 for property damage in any one accident, boiler and

 pressure vessel insurance in reasonable amounts and workmen's

 compensation insurance as required by statute.  Lessor shall procure and

 maintain insurance against loss or damage to the Power Plant, including

 Lessor's equipment therein, by fire, lightning and all other perils

 covered by the "all risk" endorsement, including, without limitation,

 flood insurance (if, but only if, the Power Plant is located in a flood

 hazard area), in amounts not less than the actual replacement cost

 (exclusive of foundations and excavations) of the Power Plant, including

 all of Lessor's equipment therein. Lessor shall furnish Lessee with a

 certificate of insurance evidencing the coverage Lessor is required to

 maintain hereunder upon the execution of this Lease and annually

 thereafter during the Term hereof, within thirty (30) business days' of

 Lessee's request for same.

                (b)  Lessee's Reimbursement Obligations.  (i)  During the term

 of this Lease, Lessee, promptly on demand, shall reimburse Lessor for portions

 of several of the expenditures incurred by Lessor for any period in connection

 with the Lessor's management, operational, maintenance, repair and restoration

 obligations set forth above, as follows:



         EXPENSE ITEM                           PORTION TO BE REIMBURSED
                                                        BY LESSEE

(1)  Maintenance of lawn areas (including    The amount thereof determined 
       trees and shrubs) and the watering,   by multiplying the total expenses
       fertilizing, mowing, trimming and     by the Parking  Percentage.
       pruning thereof, and maintenance, 
       repair, restoration and replacement 
       (as necessary)



                                   -60-



<PAGE>



     of, and plowing snow from, roadways 
     and walkways to be used in common by 
     Lessee and Lessor (and possibly, by 
     others), including the signage, lighting
     (including electricity), traffic control
     and striping thereof, and of any fences 
     or curbing along same.

(2) Maintenance, repair, restoration and      The amount thereof determined by 
     replacement (as necessary) of utility    multiplying the total expenses
     lines, conduits and distribution         by the Area Percentage.
     facilities (including fire/sprinkler 
     loops) and any drainage lines and 
     facilities located on the Land 
     (including any which serve buildings 
     or other improvements on the Land).

                (c)  The Power Plant; Power Plant Operating Expenses.  As used

 herein, "Power Plant" shall mean the building so designated on the

 Parking Sketch, the equipment from time to time located therein and its

 related lines and conduits as same are constituted from time to time.

 Lessor, at Lessor's sole expense (except as hereinafter specifically

 provided), shall operate the Power Plant in a good and businesslike

 manner.  The expenses so to be incurred in operating the Power Plant,

 herein defined as the "Power Plant Operating Expenses" shall include,

 without limitation, and whether related to the Power Plant, all of the

 following: all maintenance expenses, utility costs (including, without

 limitation, those for whatever electricity and other fuel is used from

 time to time to run the Power Plant), sewer rents or sewer use charges,

 real estate taxes, casualty, public liability and boiler and pressure

 vessel insurance premiums, staff wages, benefits and workmen's

 compensation insurance premiums and a pro-rata portion (based on useful-

 life depreciation) of reasonable and necessary capital expenditures

 (unless covered by insurance proceeds) for repairs and replacements

 required during the Term hereof and during a period of operation of the

 Power Plant.



                                   -61-



<PAGE>



 Lessor shall procure and maintain throughout the term of this Lease,

 insurance against loss or damage to the Power Plant by fire, lightning

 and other perils covered by the "all risk" endorsement, issued by an

 insurance company licensed to conduct business in the State of

 Connecticut, in amounts not less than the actual replacement cost

 (exclusive of foundations and excavations) of the Power Plant.  Such

 insurance may contain reasonable deductibles.  In the event of damage or

 destruction of the Power Plant or any equipment therein, or any lines or

 conduits connected thereto, Lessor shall, with all due diligence, repair

 the Power Plant or such equipment, or such lines or conduits, as

 promptly as possible.

           Lessor shall have a duty to continue to produce the utilities

 and services currently produced in the Power Plant (heated water for

 heating, kitchen and lavatory purposes, chilled water for air

 conditioning, process steam and any other utility or service so

 produced), and Lessee shall have a duty to use the utilities and

 services so produced (but only to the extent that the nature of Lessee's

 occupancy requires such utilities and services), for use in the

 Premises.  Lessee shall promptly pay to Lessor, monthly and in arrears,

 a portion of the expenses so incurred by Lessor, for the prior month, as

 is hereinafter provided.

                1.)  Process Steam.  For so long as the process steam

 produced at the Power Plant shall be supplied solely to the Premises,

 Lessee shall pay Lessor for all costs of generating and distributing

 such process steam.  During any period(s) that the process steam

 generated at the Power Plant shall be supplied, directly or indirectly,

 (i) to any building other than the Premises, or (ii) to any direct or

 indirect user, secondary supplier or consumer of such process steam

 other than Lessee, or any other occupant of the Premises, Lessee shall

 pay Lessor a fair and equitable portion of the costs of generating and

 distributing process steam, based upon the proportionate use of process

 steam by all



                                   -62-



<PAGE>



 such users or consumers thereof, including Lessee, wherever located,

 during such period(s), as determined by metering.

                2.)  Fixed Power Plant Operating Expenses.  Lessee shall

 pay Lessor Lessee's Area Percentage of those Power Plant Operating

 Expenses (other than expenses associated with the production and

 distribution of process steam) which are (A) not directly dependent upon

 consumption levels, but which are in the nature of fixed operational

 costs, including, but not limited to, taxes, labor costs and insurance

 premiums, and (B) cannot be determined by metering or other quantifiable

 methods; provided, however, that, for purposes of this subparagraph

 29(c), during any period(s) of time that buildings not located on the

 Land are connected to the Power Plant, the denominator of the Area

 Percentage shall be increased by the gross square footage of such

 buildings not located on the Land which are connected to, or indirectly

 serviced by, the Power Plant. Should either Lessor or Lessee believe

 that, using the Area Percentage formula and the procedures outlined in

 this subparagraph (c), the Power Plant Operating Expenses intended to be

 allocated among Lessee and all other direct and indirect users,

 secondary suppliers and consumers thereof are not being equitably

 allocated, or if Lessee believes that any capital expenditure was not

 reasonable and/or necessary, Lessor or Lessee may request binding,

 expedited arbitration pursuant to paragraph 50(b) (Expedited

 Arbitration) below to determine an equitable method of allocating such

 costs (e.g., metering, consultant surveys, observation of obvious use),

 and/or to determine whether an expenditure was reasonable and necessary,

 and the costs of implementing the arbitration decision (e.g., by the

 purchase and installation of a meter or meters measuring the consumption

 of utilities in the Premises), shall be shared equally by all parties to

 the arbitration proceeding.  The non-prevailing party, as determined by

 such arbitration decision, shall be solely responsible for paying all

 reasonable counsel fees and reasonable out-of-pocket expenses of Lessor and



                                   -63-



<PAGE>



 Lessee in connection with any such arbitration, and such non-prevailing

 party shall be solely responsible for paying all other reasonable

 expenses and fees of any such arbitration, including, but not limited

 to, the reasonable fees of all arbitrators who may be appointed

 hereunder. (Notwithstanding the foregoing, Lessee shall have no

 obligation to pay for any costs and expenses incurred by Lessor in

 connection with any arbitration arising out of a dispute regarding Power

 Plant Operating Expenses, if such arbitration is instituted by any party

 other than Lessor, Lessee or any occupant of space in the Premises.)

 Whenever expedited arbitration, is requested under the terms of this

 subparagraph 29(c), then, notwithstanding the terms of paragraph 50(b)

 herein, the arbitrators chosen to decide such matter shall have

 experience relevant to the issues to be determined.  Pending the outcome

 of such arbitration, Lessee shall pay to Lessor the amounts requested,

 and when requested, by Lessor, subject to Lessor's promptly refunding

 all or a portion of same in accord with the arbitration decision.

                3.)  Consumption Based Power Plant Operating Expenses.

 Lessee shall pay Lessor for a portion of those costs of operating the

 Power Plant, including Power Plant Operating Expenses, and those other

 costs which are reasonably attributable to the production of chilled

 water, heated water, and other utilities produced at the Power Plant,

 which are affected by the level of consumption of utilities at the

 Premises as determined by (i) a verifiable system of measurement to

 determine the output of utilities and services from the Power Plant, and

 (ii) the metered consumption of such utilities and services at the

 Premises.  Such meters shall be installed at the joint expense of Lessor

 and Lessee.  In the event that Lessor and Lessee cannot agree as to

 Lessee's usage of chilled water, heated water or other utilities (and/or

 the dollar costs of producing such utilities), then Lessor and Lessee

 shall, for a period of fifteen (15) days after either party shall

 provide the other party hereto with notice of a dispute as to Lessee's

 usage of such utilities (and/or the dollar costs



                                   -64-



<PAGE>



 of producing such utilities), each use reasonable efforts to informally

 resolve such matter in good faith.  In the event Lessor and Lessee

 cannot mutually resolve the matter in dispute within such fifteen (15)

 day period, then either Lessor or Lessee may submit the matter to

 binding, expedited arbitration in accord with paragraph 50 (b)

 (Expedited Arbitration) below, but, pending the outcome of such

 arbitration, Lessee shall pay to Lessor the amounts requested, and when

 requested, by Lessor, subject to Lessor's promptly refunding all or a

 portion of same in accord with the arbitration decision.

                Lessee shall reimburse Lessor, promptly upon submission of

 bills therefor (which shall not be submitted more often than monthly)

 for Lessee's share of Power Plant Operating Expenses incurred by Lessor

 during the Term of this Lease determined in the manner specified in 1)

 through 3) above.  Lessee's payment obligations hereunder shall be

 deemed additional rent hereunder. Notwithstanding anything else to the

 contrary contained in this Lease, Lessee shall not be responsible for

 any portion of fixed or other costs or expenses associated with the

 Power Plant or utilities or services received by any party or premises

 therefrom, including, without limitation, "Power Plant Operating

 Expenses" (previously defined herein), to the extent such costs are

 attributable to (i) services which are wholly consumed by users or

 consumers other than Lessee or any other occupant of the Premises, or

 (ii) the acquisition, maintenance and repair of equipment which is

 wholly dedicated to the production of a utility or service at or from

 the Power Plant which is furnished to users or consumers other than

 Lessee or any occupant of the Premises.

                (d)  [Intentionally Omitted].

                (e)  Lessor's Capital and Operating Expense Budget.   Provided

 that Lessee shall provide Lessor with notice of Lessee's designated

 representative for purposes of this subparagraph 29(e) (hereafter

 "Lessee's Representative") on or before January 1st of



                                   -65-



<PAGE>



 each year during the Term hereof, Lessor shall provide such Lessee's

 Representative with (A) a copy of Lessor's annual budget for the

 projected capital expenditures and operation, maintenance and repair of

 the Non-Lessee Areas and the Power Plant, and (B) reasonable prior

 notice of any single regularly scheduled maintenance, repair or

 replacement to any aspect of the Non-Lessee Areas, or the Power Plant,

 which is anticipated to cost in excess of One Hundred Thousand Dollars

 ($100,000).  In addition, Lessor shall direct its appropriate agents and

 representatives to meet with Lessee's Representative, at mutually

 convenient times and locations, from time to time during the Term of

 this Lease (but not more often than quarter-annually), in order to

 provide, and discuss with, Lessee's Representative such information, as

 may be reasonably available to Lessor, relative to Lessor's projected

 capital expenditures and its scheduled maintenance and repairs,

 including the anticipated costs thereof, for the Non-Lessee Areas and

 the Power Plant for the duration of such calendar year.  Notwithstanding

 the foregoing, (A) Lessor shall not be estopped from subsequently

 revising any budget or forecast provided to Lessee, or from canceling,

 deferring or modifying the scope of any anticipated, forecast or

 scheduled maintenance, repair or replacement of any Non-Lessee Area, or

 the Power Plant, which Lessor may have provided Lessee with notice of;

 provided, however, that if such revisions, forecasts, or modifications

 would result in an increase of twenty percent (20%), or more, in the

 projected annual budget for the Non-Lessee Areas or the Power Plant

 (over that previously disclosed to Lessee), then Lessor shall provide

 Lessee with notice thereof at least ten (10) days prior to implementing

 such revisions or modification to the originally proposed annual budget

 for the Non-Lessee Areas or Power Plant, as appropriate, together with

 an explanation of the reason(s) underlying such increase in such budget,

 and (B) Lessee and Lessee's Representative shall have no authority to

 determine the necessity, timing or scope of any operational aspect,

 maintenance, repair, restoration or replacement



                                   -66-



<PAGE>



 of any Non-Lessee Area or the Power Plant.  Lessor's failure to comply

 with any of the terms of this subparagraph 29 (e) shall not subject

 Lessor to any claim for monetary damages, or otherwise relieve Lessee

 from the obligation to pay Fixed Rent or any additional rent due under

 this Lease, including its Parking Percentage of Expense Items under

 subparagraph 19(b)(1) above, Lessee's Area Percentage of the Power Plant

 Operating Expenses and the costs of all Power Plant generated utilities

 furnished to the Premises.

           30.  Utilities.

                (a)  Lessee's Payments.  At all times during the Term

 hereof, the Lessee, at Lessee's sole cost and expense, shall pay for all

 telephone service, heated water, heat, chilled water, air conditioning,

 ventilation, electricity, process steam, gas, water and other utilities

 or services which may be provided to, or consumed at, the Premises.

 Lessee shall purchase from Lessor, whenever and to the extent required

 in the Premises, the utilities and services produced in the Power Plant,

 including heated water, chilled water and process steam (collectively,

 the "Power Plant Utilities") and Lessee shall pay Lessor, promptly upon

 submission of bills therefor (which shall not be rendered more often

 than monthly), for the costs of producing and supplying the Power Plant

 Utilities provided to, or consumed at, the Premises, as computed under

 paragraph 29 (c) hereof, together with an appropriate portion of any

 utility loss factor(s).  The consumption of Power Plant Utilities at the

 Premises is to be measured by existing meters, or any such additional

 meters as may be reasonably necessary.  Lessor and Lessee shall share

 equally the cost of any additional meters which may be installed after

 the date hereof to measure the consumption of Power Plant Utilities at

 the Premises.  Lessee shall also pay all sewer rents or sewer use

 charges allocable to said Premises.

                (b)  Tie-In-Facilities For Emergency Heating and Cooling.



                                   -67-



<PAGE>



                     (i)  Lessor agrees, at its sole cost and expense, no

 portion of which will be included in any Additional Rent, or in any other 

 charges to Lessee hereunder, to prepare the engineering plans and 

 specifications for, and to construct and install the modifications and 

 additions specified on Schedule E (Emergency Utilities Tie-Ins) attached 

 hereto (collectively, the "Tie-In Facilities"), to the Power Plant, or

 elsewhere on the Land, which shall enable Lessee, subject to the terms

 and conditions set forth hereinbelow, to provide hot water for heating

 and other uses at the Premises and chilled water for air-conditioning

 the Premises by connecting, on a temporary basis, leased mobile heating

 and/or cooling units (the "Mobile Units") directly to such Tie-In

 Facilities.  Lessor shall, in consultation with Lessee, complete said

 plans and specifications and construct and install the Tie-In Facilities

 within one (1) year from the Effective Date of this Second Amended and

 Restated Lease, or prior to any sale of the Lessor's interest in the

 Premises to any third-party unrelated to Lessor, or either of its

 partners, whichever is sooner.

                     (ii)  In the event that any time during the Term of this

  Lease subsequent to the installation of the Tie-In Facilities, Lessor fails 

 to provide the Premises with either chilled water or heated water from the

 Power Plant, or otherwise, and the failure to provide either heated

 water or chilled water to the Premises shall render the Premises

 uninhabitable for more than three (3) full business days in any

 consecutive two (2) week period, then, Lessee may provide Lessor with

 notice of such failure and Lessee's intention to arrange for the

 temporary rental of a Mobile Unit for the provision of heated water

 and/or chilled water, as necessary, to the Premises and provided further

 that:

                (x) the inability or failure to provide such heated water

      and/or chilled water was not due to the negligence or misconduct of

      Lessee, or Lessee's failure to observe and perform any obligation

      under this Lease, or a condemnation, fire or other casualty [in

      which case Paragraph 12 (Condemnation, Casualty and



                                   -68-



<PAGE>



      Temporary Requisition) shall control], or Lessee's delay in

      granting Lessor, or its contractors, access to the Premises [but

      only if such delay hindered the commencement or diligent completion

      said repairs];

                (y) no Event of Default shall have occurred hereunder,

      and

                (z) Lessor has not commenced to furnish the Premises with

      heated water and/or chilled water, as necessary, within two (2)

      business days following receipt of Lessee's notice hereunder, then

           Lessee may rent such Mobile Unit for the shortest term which is

 generally available in the industry (provided Lessee may reserve the

 right to renew such Mobile Unit lease for as long as may be necessary)

 and thence temporarily locate such Mobile Unit in or adjacent to the

 Power Plant or on the Land in a location that is reasonably acceptable

 to Lessor, consistent with sound engineering principles, for direct

 connection to the Tie-In Facilities.

           In the event Lessee shall connect a Mobile Unit to the Tie-In

 Facilities, then upon Lessee's receipt of notice from Lessor that Lessor

 is again able to recommence furnishing heated and/or chilled water, as

 appropriate, to the Premises, Lessee shall promptly disconnect such

 Mobile Unit from the Tie-In Facilities and recommence to purchase heated

 water and/or chilled water, as required at the Premises, from Lessor in

 accordance with the terms of this Lease. The transportation,

 installation, use and operation of a Mobile Unit shall be at Lessee's

 sole risk.  Lessee shall be solely responsible for any damage or injury

 occurring to persons or property by reason of the transportation,

 installation, use and operation of a Mobile Unit and Lessee shall

 indemnify and hold Lessor harmless from and against any and all claims,

 liabilities, costs, damages and expenses (including reasonable

 attorneys' fees) incurred by Lessor by reason of the transportation,

 installation, use and operation of a Mobile Unit.



                                   -69-



<PAGE>



                     (iii)  Rent Abatement.  In the event that at any time

 during the Term of this Lease subsequent to the installation of the Tie-In

 Facilities, Lessee obtains either chilled water or heated water, as

 appropriate, for the Premises from a Mobile Unit connected to the Tie-In 

 Facilities in accordance with the terms and conditions of subparagraph (b) 

 (ii) above, for more than thirty (30) consecutive days, then Lessee shall be

 permitted to offset against Fixed Rent otherwise next due under this

 Lease, the reasonable, verifiable, out-of-pocket costs of renting the

 Mobile Unit (but excluding any and all costs associated with the

 transportation, installation and operation of the Mobile Unit) which are

 allocable to the period of time commencing with the thirty-first (31st)

 day of Lessee's use of the Mobile Unit hereunder and expiring upon the

 expiration of the then current minimum lease term for the Mobile Unit.

 Lessee shall, at its sole cost, risk and expense, remove the Mobile Unit

 from the Power Plant and Land promptly following the expiration of that

 lease term for the Mobile Unit which shall expire next following

 Lessor's recommencing to supply heated water and/or chilled water, as

 required, to the Premises.

                (c)  Interruption of Steam Production.

                (i)  The design, construction and installation of the Tie-In

 Facilities by Lessor under (b)(i) above shall be completed in such a

 manner that Lessee may directly connect to the Tie-In Facilities a

 mobile unit to provide process steam to the Premises (the "Mobile Steam

 Unit").

                (ii)   For Any Reason.  In the event that, at any time

 subsequent to the installation of the Tie-In Facilities and during the

 Term of this Lease, Lessor should be unable to provide the Premises with

 process steam for more than three (3) full business days in any

 consecutive two (2) week period, for any reason whatsoever, then Lessee

 may provide Lessor with notice of such fact and Lessee's intention to

 arrange for the temporary



                                   -70-



<PAGE>



 rental of a Mobile Steam Unit for the provision of process steam to the

 Premises and provided further that:

               (x) the inability or failure to provide such process steam

     was not due to the negligence or misconduct of Lessee, or Lessee's

     failure to observe and perform any obligation under this Lease, or a

     condemnation, fire or other casualty [in which case Paragraph 12

     (Condemnation, Casualty and Temporary Requisition) shall control],

     or Lessee's delay in granting Lessor, or its contractors, access to

     the Premises [but only if such delay hindered the commencement or

     diligent completion said repairs];

                (y) no Event of Default shall have occurred hereunder,

     and

                (z) Lessor has not commenced to furnish the Premises with

     process steam within two (2) business days following receipt of

     Lessee's notice hereunder,

           then Lessee may rent such Mobile Steam Unit for the shortest

 term which is generally available in the industry (provided Lessee may

 reserve the right to renew such Mobile Steam Unit lease for as long as

 may be necessary) and thence temporarily locate such Mobile Steam Unit

 on the Land in a location that is reasonably acceptable to Lessor,

 consistent with sound engineering principles, for direct connection of

 the Mobile Steam Unit to the Tie-In Facilities.

           In the event Lessee connects the Mobile Steam Unit to the Tie-

 In Facilities, then upon Lessee's receipt of notice from Lessor that

 Lessor is able to recommence furnishing process steam to the Premises,

 Lessee shall promptly disconnect such Mobile Steam Unit from the Tie-In

 Facilities and recommence its purchase of process steam from Lessor in

 accordance with the terms of this Lease.  The transportation,

 installation, use and operation of a Mobile Steam Unit shall be at

 Lessee's sole risk.  Lessee shall be solely responsible for any damage

 or injury occurring to persons or property by reason of the



                                   -71-



<PAGE>



 transportation, installation, use and operation of a Mobile Steam Unit

 and Lessee shall indemnify and hold Lessor harmless from and against any

 and all claims, liabilities, costs, damages and expenses (including

 reasonable attorneys' fees) incurred by Lessor by reason of the

 transportation, installation, use and operation of a Mobile Steam Unit.

                (iii)  Rent Abatement.  In the event that at any time 

 subsequent to the installation of the Tie-In Facilities during the Term of

 this Lease, Lessee obtains process steam for the Premises from a Mobile Steam

 Unit connected to the Tie-In Facilities pursuant to the terms and

 conditions of (c)(ii) above, for more than thirty (30) consecutive days,

 then Lessee shall be permitted to offset against Fixed Rent otherwise

 next due under this Lease, the reasonable, verifiable, out-of-pocket

 costs of renting the Mobile Steam Unit (but excluding any and all costs

 associated with the transportation, installation and operation of the

 such Mobile Steam Unit) which are allocable to the period of time

 commencing with the thirty-first (31st) day of Lessee's use of such unit

 and expiring upon the expiration of the then current minimum lease term

 for the Mobile Steam Unit.  Lessee shall, at its sole cost, risk and

 expense, remove the Mobile Steam Unit from the Power Plant and Land

 promptly following the expiration of that lease term for the Mobile

 Steam Unit which shall expire next following Lessor's recommencing to

 supply process steam to the Premises.

                (iv)  For Reasons Within Lessor's Control.  In the

 event that, at any time subsequent to the installation of the Tie-In

 Facilities and during the Term of this Lease, Lessor fails to provide

 the Premises with process steam generated at the Power Plant, or

 otherwise, for more than three (3) full business days in any consecutive

 two (2) week period, solely because Lessor has failed to commence, or

 has failed to diligently complete, any required repairs to the steam

 generation equipment in the Power Plant which is devoted exclusively to

 the provision of process steam to the Premises, then Lessee shall



                                   -72-



<PAGE>



 provide Lessor with notice of such fact and Lessee's intention to

 exercise its self-help rights under this subparagraph (c)(iv) and

 further provided that:

               (w)  the inability or failure to undertake such repair, or

     to provide such processed steam, was not due to an event of Force

     Majeure, the negligence or misconduct of Lessee, Lessee's failure to

     observe and perform any obligation under this Lease, or Lessee's

     delay in granting Lessor, or its contractors, access to the

     Premises[but only if such delay hindered the commencement or

     diligent completion said repairs],

               (x) such failure is not caused by a condemnation, fire or

     other casualty (in which case Paragraph 12 (Condemnation, Casualty

     and Temporary Requisition) shall control,

               (y) no Event of Default shall have occurred hereunder, and

               (z)  Lessor has not recommenced to provide process steam to

     the Premises within two (2) business days following receipt of

     Lessee's notice under this subparagraph (c)(iv), then

            Lessee shall have the right, to undertake, at Lessee's sole

 cost and expense and at Lessee's sole risk, such required repair(s) to

 the steam generation equipment located in the Power Plant which

 exclusively serves the Premises, provided Lessee diligently prosecutes

 the completion of such repair in a good, safe and workmanlike manner and

 in compliance with all Legal Requirements.  Lessee may offset against

 Fixed Rent otherwise next due under this Lease, the reasonable,

 verifiable, out-of-pocket costs incurred by Lessee in making such

 required repairs to the steam generation equipment in the Power Plant

 which exclusively serves the Premises pursuant to the terms of this

 subparagraph (c) (iv).



                                   -73-



<PAGE>



               (v)  Any disputes under this subparagraph (c) shall be resolved

 by arbitration in accordance with the provisions of subparagraph 29(d)

 herein. Notwithstanding the foregoing, Lessee may not exercise self-help

 rights under this subparagraph if the liability insurance required to be

 maintained by Lessee under paragraph 13 (Insurance) of this Lease does

 not cover the scope or location of Lessee's proposed self-help.  The

 self-help provisions of this subparagraph may only be exercised by the

 original named Lessee, or any permitted assignee of Lessee's interest in

 this Lease.  (Nothing herein shall preclude Lessee, or any permitted

 assignee of Lessee, from exercising the self-help provisions of this

 subparagraph for the benefit of other occupants of the Premises.)

 Lessee shall indemnify and hold Lessor harmless from any and all

 liabilities, obligations, damages, penalties, injuries, claims, losses,

 costs and expenses, including reasonable attorneys' fees and

 disbursements, paid, suffered or incurred in connection with any

 exercise, by Lessee, of its self-help rights stated herein, including

 injury or claim of injury or death to person or property of any and

 every nature or for any damage to, or loss of, any property of Lessor or

 any other person, unless caused by the gross negligence of willful

 misconduct of Lessor or any employee, agent or contractor of Lessor.

           31.  Interior Security.  The Lessor shall have no obligation to

 provide any security service to or within the Premises, and any security

 desired by the Lessee shall be provided by the Lessee, at Lessee's sole

 expense, and the Lessee agrees to defend, to indemnify and to hold

 harmless the Lessor with respect to any injury to or death of persons,

 or damage to property, resulting from inadequacies in the security

 provided by the Lessee, and the Lessee's obligations so to defend, to

 indemnify and to hold harmless shall survive the expiration or

 termination of this Lease.

           32.  Exterior Security.  During the entire term of this Lease,

 the Lessor may, at the Lessor's option, impose reasonable security

 regulations and procedures on the



                                   -74-



<PAGE>



 Land, Power Plant and other building located on the Land (excluding any

 building(s) leased to the Lessee, or an affiliate of Lessee) in accord

 with the Lessor's then-standards, and the Lessee and Lessee's

 affiliates, and the employees and visitors of Lessee and/or of Lessee's

 affiliates shall comply with such regulations and procedures; such

 security procedures may, at the Lessor's option, include gatehouses and

 reasonable control of ingress to and egress from the Land and/or other

 property owned at the time by the Lessor.  In no event shall any of

 Lessor's security procedures restrict the hours of access to the

 Premises or Appurtenant Areas, and subject to events of casualty,

 condemnation, repairs and matters beyond Lessor's reasonable control,

 Lessee shall have access to the Premises and Appurtenant Areas twenty-

 four (24) hours each day, during the Term hereof.  In no event shall

 Lessor be liable for any good faith refusal by any security guard of a

 request of access to the Land.  Lessee expressly acknowledges that if

 Lessor, from time to time, elects to provide security services to the

 Land, Lessor shall not be deemed to have warranted the efficiency of any

 security personnel, service, procedures or equipment and Lessor shall

 not be liable in any manner for the failure of any such security

 personnel, procedures or equipment to prevent or control, or apprehend

 anyone suspected of personal injury, property damage or any criminal

 conduct in, on or around the Land or the Premises.

           33.  Street and Roads.  In connection with ingress to and

 egress from the Premises and the Appurtenant Areas, the Lessee shall

 have a nonexclusive right (in common with the Lessor and others to whom

 rights to use same may hereafter be granted by the Lessor) to use,

 subject to the Lessor's security standards and procedures (as same may

 exist from time to time in accordance with paragraph 32 (Exterior

 Security)), the streets and roads on the Land, as same may exist from

 time to time.

           34.  Seller's Performance of Lessee's Obligations.  For so long

 as Uniroyal Properties, Inc. (the "Seller"), pursuant to that certain

 Agreement of Sale and



                                   -75-



<PAGE>



 Purchase (the "Agreement of Sale") between International Business

 Machines Corporation, as buyer, and the Seller, as seller, dated as of

 the 28th of October, 1985, as amended, actually provides any service or

 actually furnishes any item(s) which would be the Lessee's obligation

 under this Lease, the Lessee shall be excused from providing such

 service or furnishing such item(s).

           35.  Service Contracts.  The Lessee agrees that no service or

 maintenance  contracts relating to the Premises and/or the Appurtenant

 Areas and entered into or assumed by Lessee shall extend beyond the

 expiration or termination of the Term of this Lease or require any

 payments(s) by Lessor.

           36.  Tunnel Use and Maintenance.  Subject to the terms of

 paragraph 37 (Razing of Conference Center, Administration Building and

 Tunnel) below, for so long as the Lessee (or an affiliate of the Lessee)

 utilizes the kitchen and cafeteria areas of the Conference Center per

 agreement with Lessor, or a lessee of the Conference Center, the Lessor

 shall, at Lessor's expense, keep the underground tunnel connecting the

 Conference Center to the Power Plant, and also connecting to the

 Premises, in good condition and repair.  Lessee shall have no obligation

 to contribute towards the maintenance, repair or restoration of the

 tunnels under subparagraph 29(b), except with respect to utility lines,

 conduits or equipment therein.  Further, Lessee shall be responsible for

 the repair of any damage to the tunnels caused by the negligence or

 misuse by Lessee or any of Lessee's employees, agents, contractors,

 invitees, or sublessees.  In no event will any reference to "conduits"

 in this Lease be deemed to include any underground tunnels located, from

 time to time, on the Land; provided that "conduits" shall include all

 utility lines, pipes, cables, wires and the like which are located, from

 time to time, in any such underground tunnels.

           37.  Razing of Conference Center, Administration Building and

 Tunnel. Nothing contained in this Lease shall prohibit the owner(s) of

 the Conference Center



                                   -76-



<PAGE>



 and/or Administration Building from razing and/or removing the

 Conference Center, the Administration Building. or any part(s) thereof,

 at any time, and, following any such razing and/or removal of any of

 such buildings, from filling in or otherwise permanently discontinuing

 the use of the underground tunnel connecting the Conference Center to

 the Power Plant and then to the Premises, or any part(s) of it, at any

 time.  However, in the event Lessor shall fill-in or discontinue the use

 of said tunnel, Lessor shall, at its sole cost and expense, no portion

 of which shall be included in any additional rent or other charges to

 Lessee hereunder, construct and install any conduits, pipes and other

 facilities which may be necessary for the continued supply of utilities

 from the Power Plant to the Premises.  Lessor shall have no liability to

 Lessee, and no obligation of Lessee under this Lease shall be reduced or

 excused, by reason of the Lessor temporarily or permanently

 discontinuing Lessee's use of any such tunnel or the Conference Center.

           38.  Lessor's Consent.  Wherever in this Lease Lessor's consent

 or approval is required, if Lessor shall refuse such consent or

 approval, Lessee in no event shall be entitled to make, nor shall Lessee

 make, any claim, and Lessee hereby waives any claim, for money damages

 (nor shall Lessee claim any money damages by way of set-off,

 counterclaim or defense) based upon any claim or assertion by Lessee

 that Lessor unreasonably withheld or unreasonably delayed its consent or

 approval.  Lessee's sole remedy shall be an action or proceeding to

 enforce any such provision, for specific performance, injunction or

 declaratory judgment.

           39.  Assignment and Subletting.

                (a)  General.  Lessee shall not assign its interest in this

 Lease, or sublease all or any portion of the Premises, or otherwise

 transfer its interests as Lessee under this Lease or in the Premises

 and/or the Appurtenant Areas or any part(s) thereof, by operation of law

 or otherwise, except as specifically permitted in this paragraph 39.  No



                                   -77-



<PAGE>



 approval granted by Lessor under this paragraph shall relieve Lessee

 from its obligation to obtain Lessor's prior written consent to any

 subsequently desired or proposed assignment, sublease or other transfer

 of all or any portion of Lessee's interest herein.

                (b)  Assignment.

                (i)  Subject to the terms, conditions and limitations 

 stated below, the Lessee shall be permitted to assign this Lease or sublet 

 the Premises to the purchaser of a division or former division of Crompton &

 Knowles Corp. (or of substantially all of the assets of a division or

 former division of Crompton & Knowles Corp., or the purchaser of the

 voting stock of a wholly-owned subsidiary of Crompton & Knowles Corp.

 which owns substantially all of the assets of a division or former

 division of Crompton & Knowles Corp.), provided that:

               (A)  the Lessee is, and remains fully liable on this Lease

                    between Lessee and Lessor subsequent to such

                    assignment, and

               (B)  the Guarantor remains fully liable under its

                    Guaranty, and any future guarantor of the Lessee's

                    full and faithful performance under this Lease

                    remains fully liable on its guaranty, and

               (C)  the Lessee has submitted to the Lessor evidence

                    reasonably satisfactory to the Lessor that the

                    proposed assignee is capable of meeting, has the

                    technical and financial resources required to meet,

                    and agrees to meet, all  Legal Requirements and

                    Environmental Laws intended to protect the

                    environment from harm due to the use and/or handling

                    and/or disposal of any one or more Chemical

                    Substances (whether solid, liquid or gaseous), and



                                   -78-



<PAGE>



               (D)  Lessee shall not then be in default under this

                    Lease; and

               (E)  Lessee shall deliver to Lessor, a complete copy of

                    such assignee's written assumption of all of Lessee's

                    obligations under this Lease, no later than twenty

                    (20) days prior to the effective date of such

                    assignment.

               (ii)  For the purposes of this Lease, a sale of a

 controlling interest in the voting stock of the then-lessee shall be

 deemed a lease assignment and, except as herein provided, and except for

 an assignment to Crompton & Knowles Corp. or a wholly-owned subsidiary

 of Crompton & Knowles Corp., Inc., the Lessee shall be prohibited from

 assigning this Lease, and any purported assignment shall be void and of

 no effect.

               (iii)  Transferee of Lessee's Assets.  Notwithstanding

 anything to the contrary contained herein, but subject to the

 restrictions and limitations stated below, Lessee may assign this Lease

 to any duly organized and validly existing entity, authorized to conduct

 business in Connecticut, which acquires substantially all of the

 Lessee's stock or assets, provided: (A) such transfer of stock or assets

 is intended solely for the purpose of enabling the transferee to

 continue the original Lessee's business operations, and not principally

 for the purpose of transferring the leasehold estate created hereby, (B)

 Lessee provides Lessor with not less than sixty (60) days prior written

 notice of such intended assignment, together with a detailed summary of

 the proposed business operations of such transferee and detailed current

 financial statements with respect to such transferee, (C) the proposed

 assignee must have a Standard and Poors (or similar nationally

 recognized rating agency) rating of B+, or better, immediately prior to,

 and immediately subsequent to, such proposed assignment, (D) Lessee is

 not then in default under this Lease, (E) Lessee has submitted to the

 Lessor evidence reasonably satisfactory to the Lessor that the proposed

 assignee is capable of meeting, has the technical and financial

 resources required to meet,



                                   -79-



<PAGE>



 and agrees to meet, all Legal Requirements and Environmental Laws

 intended to protect the environment from harm due to the use and/or

 handling and/or disposal of any one or more Chemical Substances (whether

 solid, liquid or gaseous), (F) Lessee shall deliver to Lessor, a

 complete copy of such transferee's written assumption of all of Lessee's

 obligations under this Lease, no later than twenty (20) days prior to

 the effective date of such assignment, and (G) in no event shall any

 such assignment release or relieve Lessee, or Guarantor, from any

 liability or obligation under this Lease, or the Guaranty, whether

 arising before or after such assignment.

               (iv)  Following any assignment of this Lease pursuant to

 this subparagraph (b), provided that Guarantor remains fully liable

 under its Guaranty, and any future guarantor of the Lessee's full and

 faithful performance under this Lease remains fully liable on its

 guaranty, this Lease may be reassigned to Crompton & Knowles Corp., or

 to any other wholly-owned subsidiary of Crompton & Knowles Corp.,

 provided that the assignor and the assignee shall, following such

 reassignment, be jointly and severally liable on such reassignment, be

 jointly and severally liable on this Lease with all other entities then

 liable with respect thereto.

               (c)  Sublease.

               (i)  General.  Provided Lessee shall not be in default of any

 of its obligations under this Lease and provided the Lessee is and

 remains fully liable on this Lease between Lessee and Lessor, and

 provided further that the Guarantor remains fully liable under its

 Guaranty of this Lease, and any future guarantor of the Lessee's full

 and faithful performance under this Lease remains fully liable on its

 guaranty, then in such case the Lessee shall be permitted to sublet the

 Premises, or portions thereof, from time to time, with the prior written

 consent of the Lessor, which consent shall not be unreasonably withheld.




                                   -80-



<PAGE>



               (ii)  Permitted Subleases.  Notwithstanding the foregoing, but

 subject to the terms, conditions and limitations set forth herein and

 provided that Lessee shall not then be in default in any of the terms,

 covenants, conditions and agreements of this Lease, including but not

 limited to the payment of the Fixed Rent or additional rent payable by

 Lessee hereunder, Lessee may:

               (A)   sublet the Premises, in whole or in part, from time to

 time, to a "wholly-owned subsidiary" or "affiliate" (as such terms are

 hereinafter defined) of the originally named Lessee herein or Crompton &

 Knowles Corp.; or

               (B)  sublet no more than Fifty Thousand (50,000) rentable

 square feet of the Premises, in the aggregate, from time to time, to any

 one or more duly organized and validly existing entities (hereinafter

 referred to as a "Service Provider"), provided that (1) such Service

 Provider(s) may use the sublet portion of the Premises only for the

 provision of services to the Lessee and the Lessee's employees at the

 Premises, such as cafeteria, fitness, travel agency and other similar

 services which are ancillary to Lessee's use of the Premises for

 administrative and office purposes, (2) such use shall be in compliance

 with all Legal Requirements and the terms of this Lease, and for no

 other use or purpose whatsoever, (3) Lessee shall provide Lessor with

 notice of any sublease to a Service Provider, together with a copy of a

 written sublease agreement, between Lessee and such Service Provider, in

 form and substance reasonably acceptable to Lessor and conforming with

 the terms of this paragraph 39, including subsection (v) below, within

 ten (10) days of the commencement of such sublease, and (4) Lessee may

 not sublease any portion of the Premises to any person engaged in the

 manufacture, handling, storage, transportation or disposal of Chemical

 Substances without the prior written consent of Lessor.

               (iii)  Definition of "affiliate", etc. A "wholly-owned

 subsidiary" shall mean any corporation all of whose outstanding voting

 stock shall at the time be owned,



                                   -81-



<PAGE>



 directly or indirectly, by the originally named Lessee herein, Crompton

 & Knowles Corp., or by one or more of their wholly-owned subsidiaries.

 An "affiliate" of the originally named Lessee herein, or of Crompton &

 Knowles Corp., shall mean any entity which directly or indirectly

 controls or is controlled by or is under common control with the

 originally named Lessee herein or Crompton & Knowles Corp.  For the

 purposes of this definition, "control" (including "controlling,"

 "controlled by" and "under common control with") as used with respect to

 any entity, shall mean the possession, directly or indirectly, of the

 power to direct or cause the direction of the management and policies of

 such entity, whether through the ownership of voting securities, or by

 contract or otherwise.

               (iv)  Each subletting pursuant to this paragraph (and any

 amendment, modification or termination of an approved sublease) shall be

 subject to all covenants, agreements, terms, provisions and conditions

 contained in this Lease, except the covenants to pay Fixed Rent and

 additional rent as provided hereunder.  Lessee covenants and agrees

 that, notwithstanding any subletting to any subtenant and/or acceptance

 of Fixed Rent or additional rent by Lessor from any subtenant, Lessee

 shall and will remain fully liable for the payment of the Fixed Rent and

 additional rent due and to become due under this Lease and for the

 performance of all the covenants, agreements, terms, provisions and

 conditions contained in this Lease on the part of Lessee to be

 performed, and all acts and omissions of anyone claiming under or

 through any subtenant which shall be in violation of any of the

 obligations of this Lease shall be deemed to be a violation by Lessee.

 Lessee further covenants and agrees that, notwithstanding any such

 subletting, no other and further subletting relating to any part of the

 Premises shall or will be made except upon compliance with and subject

 to the provisions of this Paragraph 39.

               (v)  With respect to each and every sublease or subletting

 authorized by the provisions of this subparagraph 39 (c):



                                   -82-



<PAGE>



               (1)  Any subletting shall be for a term ending no later

          than one day prior to the last day of the Term of this Lease,

          or any earlier termination of the term of this Lease, and that

          part, if any, of the proposed term of any sublease, or any

          renewal or extension thereof, which shall extend beyond a date

          one day prior to such last day of the Term of this Lease or

          earlier termination of the term of this Lease, is hereby

          declared and agreed to be a nullity.

               (2)  Upon the execution of any such sublease as may be

          authorized by this Paragraph 39, Lessee shall, within ten (10)

          business days after execution thereof, promptly deliver to the

          Lessor (and to the Mortgagee, if applicable) a complete copy of

          such sublease.

               (3)  Every sublease hereunder shall contain a provision

          in which the subtenant shall agree for the benefit of Lessor

          that, in the event this Lease is cancelled or terminated prior

          to the expiration date of the sublease, whether by voluntary or

          involuntary means or by operation of law, or for any reason

          whatsoever, the subtenant shall agree, if Lessor so requests,

          to make full and complete attornment to Lessor for the balance

          of the Term of the sublease, which attornment shall be

          evidenced by an agreement in form and substance satisfactory to

          Lessor, which the subtenant shall agree to execute and deliver

          within ten (10) days of Lessor's request.

          (d)  No Right To Mortgage.   Lessee shall have no right to

 mortgage and/or pledge this Lease.

          (e)  Lessor's Rights; Attornment.  Lessor shall have the right

 to assign, mortgage, pledge or otherwise transfer its interests in this

 Lease, the Premises, the Appurtenant Areas and/or any part(s) thereof,

 by operation of law or otherwise.  Lessee



                                   -83-



<PAGE>



 agrees that, at the option of the landlord under any ground lease now or

 in the future affecting the Premises or the Land, Lessee shall attorn to

 said landlord in the event of the termination or cancellation of such

 ground lease and if requested by said landlord, enter into a new lease

 with said landlord (or a successor ground-lessee designated by said

 landlord) for the balance of the term of the Lease, upon the same terms

 and conditions as in this Lease.  In the event the Lessor shall

 transfer, assign, or otherwise convey its interest in the Premises or

 real property of which the Premises are a part, such transfer, sale,

 assignment or conveyance shall be subject to this Lease and Lessee and

 all assignees and sublessees of Lessee shall attorn to and respect such

 successor owner as the new landlord hereunder.

           40.  Effective Date; No Pre-Execution Effect.

           (a)  The provisions of this Second Amended and Restated Lease

 shall be effective upon the later of (i) the date this Second Amended

 and Restated Lease is fully executed by the parties hereto, and (ii)

 Lessor has closed the refinancing of the Preston Hill Park and obtained

 the release of all liens and mortgages, encumbering the Preston Hill

 Park as of the date hereof (including the Land and Premises) originally

 granted to Mitsubishi Trust and Banking Corporation (the "Effective

 Date").  Lessor and Lessee agree that, unless and until the Effective

 Date shall occur, this document shall be of no force or effect,

 regardless of any course of conduct by them which might indicate that an

 agreement exists or which appears to comport with the terms and

 conditions of this document.

           (b)  Notwithstanding the provisions of (a) above, in the event

 the Effective Date has not occurred on or before November 14, 1997 (the

 "Outside Date"), then either Lessor or Lessee may elect to terminate

 this Second Amended and Restated Lease effective upon delivery of

 written notice of termination under this subparagraph (b) to the other

 party hereto, in which event the parties hereto shall have no further

 rights or



                                   -84-



<PAGE>



 obligations to each other under this Second Amended and Restated Lease,

 but the First Amended and Restated Lease shall remain in full force and

 effect in accordance with its terms.

           41.  Termination of First Amended and Restated Lease.  Lessor

 and Lessee agree that, as of the day before the Effective Date (as

 defined in Paragraph 40 above), the First Amended and Restated Lease

 shall be deemed terminated by mutual agreement.  Notwithstanding the

 foregoing, all of the Lessor's and Lessee's respective obligations which

 arose or accrued under the First Amended and Restated Lease, prior to

 the termination of the First Amended and Restated Lease hereunder, to

 pay rent for periods prior to the Effective Date and to indemnify Lessor

 and all other obligations expressly so stated shall survive the

 termination of the First Amended and Restated Lease.

           42.  Lessee's Signage Rights.

           (a)   For so long as Lessee, or a wholly-owned subsidiary or

 affiliate of Lessee, (i) is occupying and conducting business in the

 Premises, (ii) has not assigned or subleased, in whole or in part, its

 or their interest in this Lease, or the Premises, and (iii) no Event of

 Default shall have occurred hereunder:

           (1)  Lessor shall not name (or rename) the Preston Hill Office

 Park (the "Park"), in which the Premises is located, after any

 commercially recognized business entity which is a competitor of the

 Lessee, without obtaining the Lessee's prior consent; provided Lessor

 shall have no obligation to name the Park after the originally named

 Lessee; and

           (2)  No other tenant of the Park shall be granted exterior

 signage and rights other than at the exterior of such tenant's leased

 premises, at each entrance to the Park and at strategic roadway

 intersections in the Park.



                                   -85-



<PAGE>



           (3)  No other tenant or occupant of the Park shall be granted

 exterior signage and placard rights which exceed, in size, lettering or

 prominence of location, any similar signage rights granted Lessee

 hereunder.  Any exterior signage installed by any other tenants in, on

 or about any building in the Park or at Park entrances or strategic

 roadway intersections, shall have a design which is consistent with

 standards for similar signage for "Fortune 500" corporations located at

 other office or research complexes in Connecticut.

           (4)  Lessee may install, at Lessee' expense, at each entrance

 to the Park, at strategic roadway intersections in the Park, and on or

 about the Premises, signage having a design consistent with standards

 for similar signage for "Fortune 500" corporations located at other

 office or research complexes in Connecticut.  Lessee shall provide

 Lessor with no less than thirty (30) days notice prior to the

 installation of any Lessee signage, which notice shall include detailed

 plans of Lessee' desired signage.

           (b)  All signage referring to Lessee, or its sublessee's may

 also refer to Crompton & Knowles Corporation, or such other successor

 and/or parent company of Lessee as there may be from time to time;

 provided such reference to Crompton & Knowles may not be placed on

 separate signage.

           (c)  Lessee shall keep and maintain, at Lessee' expense, all of

 Lessee's signage in good condition and repair at all times during the

 term of this Lease.  All Lessee's signage shall comply with all Legal

 Requirements and Lessee shall be solely responsible for procuring, at

 Lessee's cost, all zoning and other municipal approvals which may be

 required for Lessee's signage.  Lessee shall remove all signs at the

 expiration or termination of this Lease and restore the affected area to

 its original condition.

           43.  Exculpatory Clause.  All separate or personal liability of

 Lessor under or in connection with this Lease, or any of Lessor's

 partners, officers, directors,



                                   -86-



<PAGE>



 employees and/or joint ventures, is hereby waived by Lessee, and by

 every person now or hereafter claiming by, through or under Lessee, and

 Lessee agrees that it shall look solely to Lessor's interest in the

 Premises (and for so long as Lessor owns fee simple title to the Land

 and other buildings located on the Land, to Lessor's interest in the

 Land and such other buildings) for the payment or other satisfaction of

 any claim against Lessor under or in connection with this Lease.

           44.   COMMERCIAL TRANSACTION.   LESSEE ACKNOWLEDGES THAT THIS

 LEASE CONSTITUTES A COMMERCIAL TRANSACTION WITHIN THE MEANING

 OF <section> 52-278A OF THE CONNECTICUT GENERAL STATUTES.  PURSUANT

 TO <section> 52-278F OF SAID CONNECTICUT GENERAL STATUTES, LESSEE

 HEREBY WAIVES AND RELINQUISHES ALL RIGHTS TO NOTICE AND HEARING

 AS PROVIDED IN <section> 52-278A THROUGH <section> 52-278G OF SAID

 CONNECTICUT GENERAL STATUTES PRIOR TO LESSOR OBTAINING ANY

 PREJUDGMENT REMEDY AGAINST TENANT IN CONNECTION WITH THE

 ENFORCEMENT BY LESSOR OF ANY OF ITS RIGHTS OR REMEDIES UNDER

 THIS LEASE.  IF SUMMARY PROCESS IS UTILIZED, LESSEE HEREBY WAIVES

 ALL REQUIRED NOTICES, PURSUANT TO <section> 47A-24 OF THE

 CONNECTICUT GENERAL STATUTES, EXCEPT THOSE REQUIRED UNDER THIS

 LEASE.

           45.  Waiver of Jury Trial; Counterclaims, Etc.

           (a)  Lessee waives Lessee's rights, if any, to assert a

 counterclaim in any summary proceeding brought by Lessor against Lessee,

 and Lessee agrees to assert any such claim against Lessor only by way of

 a separate action or proceeding, unless such counterclaim would be

 deemed waived or banned if not brought by Lessee in such summary

 proceeding.



                                   -87-



<PAGE>



           (b)  To the extent not prohibited by applicable law, Lessor and

 Lessee hereby waive trial by jury in any action, proceeding or

 counterclaim brought by either against the other or any matter

 whatsoever arising out of or in any way connected with this Lease, the

 relationship of Lessor and Lessee, or Lessee's use or occupancy of the

 Premises, or any emergency or other statutory remedy with respect

 thereto.

           46.  Authority.  Each of the individuals executing this Lease

 on behalf of Lessee warrants and represents individually to Lessor that

 Lessee is a duly authorized and existing corporation, qualified to do

 business in the State of Connecticut, that Lessee has the full right and

 authority to enter into this Lease, and that each and every individual

 signing on behalf of Lessee is duly authorized to do so. Lessee will

 provide evidence reasonably satisfactory to Lessor confirming these

 representations.

           47.  No Offer.  It is understood and agreed that this Lease is

 submitted to Lessee on the understanding that it shall not be considered

 an offer and shall not bind Lessor in any way until (a) Lessee has duly

 executed and delivered duplicate originals to Lessor and (b) Lessor has

 executed and delivered one (1) of said originals to Lessee.

           48.  Construction.  This Lease represents the result of

 negotiations between Lessor and Lessee, each of which has been (or has

 had opportunity to be) represented by counsel of its own selection, and

 neither of which as acted under duress or compulsion, whether legal,

 economic or otherwise.  Consequently, Lessor and Lessee agree that the

 language in all parts of this Lease shall in all cases be construed as a

 whole according to its fair meaning and neither strictly for or against

 Lessor or Lessee.  Further, the rule of "ejusdem generis" shall not

 apply in construing the provisions of this Lease.

           49.  Survival.  All of Lessee's obligations under this Lease

 to pay rent and to indemnify Lessor and all other obligations expressly

 so stated shall survive the expiration or sooner termination of the

 Lease.  No payments of money by Lessee to Lessor



                                   -88-



<PAGE>



 after the end of the Term shall reinstate, continue or extend the Term

 or make ineffective any notice given to Lessee prior to the payment of

 such money.  After the service of notice or the commencement of a suit,

 or after final judgment granting Lessor possession of the Premises,

 Lessor may receive and collect any sums of rent due under this Lease,

 and the payment of Rent shall not make ineffective any notice, or in any

 manner affect any pending suit or any judgment previously obtained.

           50.  Lessor's Covenant Regarding Future Use of Park.

           (a)  Use Limitations.  Notwithstanding anything to the contrary

 contained in this Lease, during the Term of this Lease (and provided

 this Lease shall then be in force and effect), Lessor shall prohibit all

 other tenants and lessees of space in the Park from using any space in

 the Park for (A) any warehousing use which is not ancillary to another

 use otherwise permitted under this subparagraph (a), (B) any light

 manufacturing or light industrial purposes, or (C) any other use which

 may, from time to time, be permitted under applicable Legal

 Requirements, including zoning laws, rules, regulations and codes, if,

 but only if, any such uses which are described in (A), (B) or (C) above

 would:

           (i)  involve research on mammals (other than rodents),

           (ii) constitute a public or private nuisance,

           (iii) result in the discharge of objectionable fumes, vapors or

 odors as perceived from the Premises,

           (iv) result in the generation of a level of traffic on the Park

 roadways and in the Park parking areas, during normal business hours, by

 motor vehicles having more than two (2) axles and which would be

 unreasonably disruptive of the Lessee's use and enjoyment of the

 Premises,



                                   -89-



<PAGE>



           (v)  result in the generation of a level of noise, or other sound,

 which, as measured at the Premises, would be unreasonably disruptive of the

 Lessee's use and enjoyment of the Premises, or

           (vi)  result in (A) any additions or alterations to the external

 appearance of any existing buildings (including external signage) on the

 Land, or (B) the construction of any new buildings on the Land, or the

 installation of external signage in the Park, which, in either case, if

 substantially visible from the Premises, are not substantially

 architecturally equivalent with (i) the external architectural style of

 the Premises, and associated external signage, or (ii) any other

 external architectural style which may then be found in other

 developments in the State of Connecticut which are similar to the Park.

           (b)   Expedited Arbitration.   In the event Lessor shall provide

 Lessee with notice of a proposed use of the Park which Lessor believes

 is, or shall be, in conformance with the terms of subparagraph (a)

 above, Lessee shall, within five (5) business days of the delivery of

 such notice to Lessee, provide Lessor with a reply (for purposes of this

 subparagraph, the "reply") stating whether or not Lessee agrees that

 such proposed use is in conformance with such covenant.  If Lessee does

 not agree that such proposed use will be in conformance with such

 covenant, Lessee shall also state, with particularity, why Lessee

 believes that such proposed use is not, or would not be, in conformance

 with such covenant.  Lessee's failure to provide such reply within such

 five (5) business day period shall be deemed to constitute Lessee's

 express consent to such proposed use and Lessee's express agreement that

 such proposed use shall not be in violation of the covenant set forth in

 subparagraph (a) above.  In the event Lessee's reply shall indicate that

 Lessee reasonably believes that such proposed use will be in violation

 of such covenant, then, in the event the parties are unable to reconcile

 such disagreement to their full satisfaction within five (5) business

 days following Lessor's receipt of Lessee's



                                   -90-



<PAGE>



 reply hereunder, the matter shall be resolved, within twenty (20) days

 thereafter, by mandatory, binding arbitration conducted, at a location

 in the State of Connecticut selected by Lessor, in accordance with the

 rules then prevailing of the American Arbitration Association, or its

 successor as follows:

           Lessor and Lessee shall, within five (5) days of the expiration

 of such five (5) day informal dispute resolution period, each appoint an

 arbitrator who shall promptly confer with each other and attempt to make

 a joint determination of the issue.  No arbitrator appointed hereunder

 may be an individual who has represented either party hereto in

 connection with this Lease or with any other real estate transactions.

 If such arbitrators are able, within ten (10) days of their appointment,

 to agree upon such matter they shall notify Lessor and Lessee in writing

 of their joint determination which, absent fraud, bad faith, coercion or

 other misdeed, shall be binding upon Lessor and Lessee.  If such

 arbitrators shall fail to reach a joint determination of such issue

 within such ten (10) day period, then such arbitrators shall immediately

 (1) prepare detailed written statements of the reasons for their

 determinations of the issue(s) involved, (2) designate a third

 arbitrator, and (3) submit copies of each such determination described

 in clause (1) hereof to Lessor, Lessee and such third arbitrator.  If

 the two arbitrators shall fail to agree upon the designation of such

 third arbitrator within five (5) days, either party may apply to the

 American Arbitration Association in Connecticut or any successor

 organization thereto having jurisdiction and having offices in

 Connecticut, for the designation of such third arbitrator.  The third

 arbitrator shall conduct such hearings and investigations as (s)he may

 deem appropriate and shall, within ten (10) days after the date of

 his/her designation, choose the determination of the two arbitrators who

 were originally selected by the parties which is the nearest to the

 determination such third arbitrator would have made acting alone, and

 that choice by the third arbitrator absent fraud, bad faith, coercion or

 other



                                   -91-



<PAGE>



 misdeed shall be conclusively binding upon Lessor and Lessee.  The non-

 prevailing party, as determined by such arbitration decision, shall be

 solely responsible for paying all  reasonable counsel fees and

 reasonable out-of-pocket expenses of Lessor and Lessee in connection

 with any arbitration under this subparagraph (b), including the

 reasonable expenses and fees of any arbitrator selected by it hereunder,

 and such non-prevailing party shall be solely be responsible for paying

 all other reasonable expenses and fees of any such arbitration,

 including, but not limited to, the reasonable fees of the third

 arbitrator who may be appointed hereunder. (Notwithstanding the

 foregoing, Lessee shall have no obligation to pay for any costs and

 expenses incurred by Lessor in connection with any arbitration arising

 out of a dispute regarding Power Plant Operating Expenses, if such

 arbitration is instituted by any party other than Lessor, Lessee or any

 occupant of space in the Premises.)  Each arbitrator participating in

 the resolution of a dispute arising under Paragraph 2(b) or Paragraph

 50(a) shall (i) have at least ten (10) years experience in the

 architectural or commercial real estate development industry in the

 State of Connecticut, and (ii) be familiar with the commercial real

 estate market in the Middlebury, Connecticut area.  Each arbitrator

 participating in the resolution of a dispute arising under subparagraph

 29 (c) (The Power Plant; Power Plant Operating Expenses), shall have

 experience relevant to the issues to be determined. When the issues

 submitted to arbitration have been determined, the parties hereto, on

 request of either of them, shall enter into a signed, written

 stipulation with respect thereto.  The final decision of the arbitrator

 shall be binding upon the parties hereto.  The arbitration procedure

 provided herein shall be the sole and exclusive remedy available to

 Lessee for any claimed violation of the terms of Paragraph 50 (a) by

 Lessor, or any proposed tenant, lessee or other occupant of any space in

 the Park. Lessee hereby waives any and all rights to seek monetary

 damages, injunctive or declaratory relief, or any other legal or

 equitable remedy by reason of any claimed violation by Lessor, or any



                                   -92-



<PAGE>



 proposed tenant, lessee or other occupant of any space in the Park, of

 the use restrictions stated in subparagraph 50 (a) above.

 Notwithstanding the foregoing, Lessee may seek to enforce, by

 appropriate legal or equitable means, any final decision rendered by

 arbitration pursuant to this subparagraph 50 (b).

           51.  Prior Notice of Public Marketing Efforts.  Lessor

 agrees to provide Lessee with notice prior to (a) signing any listing

 agreement with any real estate broker authorizing such broker to

 publicly market the Premises for sale, or (b) placing any "For Sale"

 signs on the Land.  Lessor shall have no obligation to disclose to

 Lessee the identity of any proposed purchaser of the Premises, Land or

 Park, or the terms of any offers solicited or received by Lessor.

 Lessor's failure to comply with the terms of this Paragraph 51 shall not

 (i) constitute a default, by Lessor, under this Lease, (ii) prevent

 Lessor from conveying good title to the Park, (iii) subject Lessor to

 any claim for monetary damages, (iv) entitle Lessee to enjoin or prevent

 any sale of the Park, or (v) otherwise relieve Lessee from any

 obligation to pay Fixed Rent or any additional rent due under this

 Lease.



           [No further text on this page]






                                   -93-



<PAGE>



          IN WITNESS WHEREOF, the parties hereto have caused this Lease

 to be executed as of the date first above written.



Witnesses:
                                    THE MIDDLEBURY PARTNERSHIP, Lessor by
                                    White-Middlebury Associates Limited
/s/ Stephen P. Duffy     Partnership, its Managing General Partner,

/s/ Cheryl A. Neus        By:/s/ W. Hackerman
                                 ----------------------
                                 its Managing Partner





Witnesses:                     UNIROYAL CHEMICAL COMPANY, INC.,
                                       Lessee
/s/ Elizabeth Carroll
-------------------------          By: /s/ F. Manganella
                                          ------------------
                                                     Title:  Treasurer
/s/ Timothy R. Carmody
         [Seal]



                                   -94-



<PAGE>



STATE OF CONNECTICUT    )
                        )  ss.  Middlebury
COUNTY OF NEW HAVEN     )


         On this 10 day of November, 1997, personally

 appeared before me /s/ Willard Hackerman, the Managing

 Partner of White-Middlebury Associates Limited Partnership, the signer

 and sealer of the foregoing instrument, and acknowledged the same to be

 his/her free act and deed, the free act and deed of said Limited

 Partnership and the free act and deed of The Middlebury Partnership.



                               /s/ Tammy Fanning
                                         Notary Public

STATE OF CONNECTICUT    )
                        )  ss.  Middlebury
COUNTY OF NEW HAVEN     )


         On this  28th day of August, 1997, personally appeared before me

 Uniroyal Chemical Company, Inc., by Frank Manganella, its Treasurer, the

 signer and sealer of the foregoing instrument, and acknowledged the same

 to be his/her free act and deed, and the free act and deed of said

 Corporation.



                              /s/ Timothy R. Carmody
                              ----------------------------------------
                              Commissioner of the Superior Court



                                   -95-



<PAGE>



                                SCHEDULE A

                         DESCRIPTION OF THE "LAND"

     All those three certain pieces or parcels of land situated
in the Towns of Middlebury, Oxford and Southbury in the County of
Now Haven and State of Connecticut described as follows:

FIRST PARCEL:

     A certain piece or parcel of land containing an area of
105.874 acres located in the Town of Middlebury, County of New
Haven and State of Connecticut, said parcel being southeasterly
of Interstate Highway 84 and southwesterly of Relocated Benson
Road and said piece or parcel of land being more particularly
described and bounded as follows:

     Beginning at a point in the westerly highway line
of relocated Benson Road, said point being 502.81 feet southerly
of the southerly line of Conn. Highway Interstate Highway 84,
when measured along the westerly line of said relocated Benson
Road;

     Thence proceeding along said westerly highway line of
relocated Benson Road in a straight line having a bearing of S 20
degrees 040' 09" E, a distance of 23.36 feet to a point of
curvature;

     Thence continuing southeasterly along said highway
line in curved line concave to the northeast and having a
radius of 825 feet, a distance of 60 feet to a point of compound
curvature;

     Thence continuing southeasterly along said highway
line in a curved line concave to northeast and having a radius of
3,241 feet, a distance of 1,032.31 feet to a point of compound
curvature;

     Thence continuing southeasterly along said highway line in a
curved line concave to the northeast and having a radius of
1,714.17 feet, a distance of 494.348 feet to a point;

     Thence S 65 degrees 34' 18" W, along land of International
Business Machines Corporation (referred to in the balance of this
Schedule, for purposes of describing bounding owners, as "IBM"),
a distance of 405.796 feet to a point;

    Thence due south, along other land of IBM, a distance of
600.00 feet to a point;

    Thence S 36 degrees 56' 20" W, along other land of IBM, a
distance of 832.00 feet to a point;

    Thence due west, along other land of IBM, a distance of
600.00 feet to a point;

    Thence N 38 degrees 22' 35" W, along other land of IBM, a
distance of 631.42 feet to a point;

    Thence due south, along other land of IBM, a distance of
1,230.00 feet to a point;

    Thence S 14 degrees 51' 30" W, along other land of IBM, a
distance of 291.46 feet to a point, which is the southeast corner
of the First Parcel and the northeast corner of the Second Parcel
described herein said point being in a division line between the
Town of Middlebury to the north and the Town of Oxford to the
south as shown on a map in Volume 10 at Page 88 of the Middlebury
Land Records (hereinafter referred to as the "Town Line Map");

    Thence N 85 degrees 49' 30" W, along said Middlebury-Oxford
town line, being also a portion of the northerly line of the
Second Parcel described herein, a distance of 245.91 feet to a
point; 

    Thence due north, along other land of IBM, a distance of
2,951.486 feet to a point, said point being in the southeasterly
line of land of the State of Connecticut, being the southeasterly
highway line of Interstate Highway 84;

    Thence N 42 degrees 37' 55" E, along said highway line, a
distance of 282.532 feet to a point;

    Thence N 22 degrees 04' 35" E, along said highway line, a
distance of 213.60 feet to a point;

    Thence N 41 degrees 04' 10" E, along said highway line, a
distance of 451.19 feet to a point;

    Thence N 84 degrees 58' 15" E, along either land of IBM, a
distance of 756.39 feet to the point and place of beginning.

    Said hereinabove described parcel being bounded:

    NORTHEASTERLY    by Relocated Benson Road;

    SOUTHEASTERLY,EASTERLY, again SOUTHEASTERLY, SOUTHERLY,
                     SOUTHWESTERLY and again EASTERLY by other
                     land of IBM;

    SOUTHERLY        by Middlebury-Oxford town line being a
                     portion of the northerly line of the Second
                     Parcel described herein;

    WESTERLY         by other land of IBM;

    NORTHWESTERLY    by land of the State of Connecticut, being
                     Interstate Highway 84; and 

    NORTHERLY        by other land of IBM.

SECOND PARCEL:

     A certain piece or parcel of land containing an area of 8.2
acres, more or less, located in the Town of Oxford, County of New
Haven and State of Connecticut, said parcel being southerly of
the Oxford-Middlebury town line, and easterly of the Oxford-
Southbury town line and said piece or parcel of land being more
particularly described and bounded as follows:   

     Beginning at a point on the Oxford-Middlebury town line,
said point being distant easterly about 830 feet on a course
bearing S 85 degrees 49' 30" E from a point marking the
intersection of said town line with the center line of Eight Mile
Brook and the Oxford-Southbury town line, as shown on the Town
Line map which point i. the southeast corner of the First Parcel
described herein, and the northeast corner of the Second Parcel;

     Thence proceeding S 26 degrees 22' 37" W, along other land
of IBM, a distance of 243.66 feet to a point;

     Thence S 34 degrees 32' 04" W, along other land of IBM, a
distance of 248.09 feet to a point;

     Thence S 69 degrees 40' 35" W, along other land of IBM, a
distance of 156.94 feet to a point;

     Thence S 56 degrees 06' 50" W, along other land of IBM, a
distance of 131.14 feet to a point;

     Thence S 65 degrees 39' 50" W, along other land of IBM, a 
distance of 80.97 feet to a point;

     Thence s 52 degrees 52' 25" W, along other land of IBM, a
distance of 82.28 feet to a point;

     Thence S 47 degrees 16' 00" W, along other land of IBM, a
distance of 73.06 feet to a point, said point being in the center
line of Eight Mile Brook and also being in the division line
between the Town of Oxford to the east and the Town of Southbury
to the west as shown on the Town Line Map, said point being the
southeast corner of the Third Parcel described herein and the
southwest corner of the Second Parcel;

     Thence proceeding northerly in an irregular line which marks
the center line of Eight Mile Brook and which denotes at this
location the town line between the Town of Oxford to the east and
the Town of Southbury to the west, as shown on the Town Line Map,
a distance of about 830 feet in part along the easterly line of
the Third Parcel described herein and in part along other land of
IBM to a point - said point being at the intersection of the
Oxford-Southbury town line with the Oxford-Middlebury town line
as shown on the Town Line Map;

     Thence proceeding S 85 degrees 49' 30" E, along the said
Oxford-Middlebury town line, a distance of about 830 feet in part
along other land of IBM and in part, along the southerly line of
the First Parcel described herein to the point of beginning.

     Said hereinabove described Second Parcel being bounded:

     NORTHERLY      by the Oxford-Middlebury town line, being, in
                    part the southerly line of other land of IBM
                    and in part the southerly line of the First
                    Parcel described herein;

     SOUTHEASTERLY  by other land of IBM; and

     WESTERLY       by the Oxford-Southbury town line as marked
                    by the center line of Eight Mile Brook and
                    being, in part the easterly line of the Third
                    Parcel described herein and in part the
                    easterly line of other land of IBM.

THIRD PARCEL:

     A certain piece or parcel of land containing an area of 4.0
acres more or less located in the Town of Southbury, County of
New Haven and State of Connecticut, said parcel being westerly of
the Oxford-Southbury town line as evidenced by the center line of
Eight Mile Brook as shown on the Town Line Map and easterly of
Strongtown Rd. (Rte. 188), and said piece or parcel of land being
more particularly described and bounded as follows:

     Beginning at a point on the Oxford-Southbury town line as
shown on the Town Line Map which point marks the southwesterly
corner of the Second Parcel herein described and southeast corner
of the Third Parcel;

     Thence proceeding S 47 degrees 16' 00" W, along other land
of IBM, a distance of 70.00 feet to a point;

     Thence S 54 degrees 43' 15" W, along other land of IBM, a
distance of 33.00 feet to a point;

     Thence N 87 degrees 24' 50" W, along other land of IBM, a
distance of 26.16 feet to a point;

     Thence S 81 degrees 54' 50" W, along other land of IBM, a
distance of 40.88 feet to a point;

     Thence S 75 degrees 11' 00" W, along other land of IBM, a
distance of 84.38 feet to a point;

     Thence S 71 degrees 27' 15" W, along other land of IBM, a
distance of 198.35 feet to a point;

     Thence S 71 degrees 03' 20" W, along other land of IBM, a
distance of 261.29 feet to a point in the easterly highway line
of Strongtown Rd.,

     Thence proceeding northeasterly along said highway line in a
curved line concave to the southeast and having a radius of
926.09 feet, a distance of 304.4 feet to a point of tangency;

     Thence continuing along said highway line in a straight line
having a bearing of N 15 degrees 38' 00" E, a distance of 145.00
feet to a point;

     Thence S 66 degrees 42' 22" E, along other land of IBM, a
distance of 229.24 feet to a point;

     Thence S 84 degrees 03' 11" E, along other land of IBM, a
distance of 144.78 feet to a point;

     Thence N 66 degrees 15' 02" E, along other land of IBM, a
distance of about 220 feet to a point, said point being on the
Southbury-Oxford town line as evidenced by the center line of
Eight Mile Brook as shown on the Town Line Map;

     Thence proceeding southerly in an irregular line along said
center line of Eight Mile Brook, being a portion of the westerly
line of the Second Parcel described herein, a distance of about
220 feet to the point of beginning;

     Said hereinabove described Third Parcel being bounded:

     NORTHERLY      by other land of IBM;

     EASTERLY       by said Southbury-Oxford town line being the
                    center line of Eight Mile Brook and being a
                    portion of the westerly line of the Second
                    Parcel described herein;

     SOUTHERLY      by other land of IBM; and

     WESTERLY       by Strongtown Rd. (Rte. 188).

     All three hereinabove described and bounded pieces or
parcels of land being the land more particularly depicted on a
map consisting of two sheets entitled "Map Showing a Portion of
Property of International Business Machines Corporation Located
in the Towns of Middlebury, Southbury & Oxford, Connecticut,
Scale: 1" = 100' Total Area: 118 AC. + Dec. 3, 1987, rev. Dec.
17, 1987", said map having been prepared by Surveying Associates,
P.C. 432 Main Street, Danbury Conn. which map is on file in the
offices of the Town Clerks of the said towns of Middlebury,
Southbury and Oxford.

     Said three parcels are conveyed together with the right to
maintain, repair and replace, and to use, any existing drainage
ditch, pipe or line located on or crossing, any adjoining land of
IBM, including, without limitation, the drainage ditch located
near Benson Road, which leads from the premises above described
onto other land of IBM lying to the south of the premises above
described.



<PAGE>



                                SCHEDULE B

                              PARKING SKETCH





<PAGE>



                                SCHEDULE C

                         [INTENTIONALLY OMITTED]



<PAGE>



                                SCHEDULE D

         SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT



                       Dated as of ___________,1997



 Lessor:  The Middlebury Partnership

 Lessee:  Uniroyal Chemical Company, Inc.

 Address of Lessee:  World Headquarters
                     Preston Hill Office Park
                     Middlebury, CT 06749

 Description of Lease:  As set forth in Exhibit A


 Premises:   R&D Building located on the land described in Exhibit B
             (the "Land") and appurtenant rights described in the
             Lease


 UNIROYAL CHEMICAL COMPANY, INC., having its principal office at the

 address specified above, as Lessee under the referenced lease (the

 "Lease") of the Premises, and __________________________________

 ("Mortgagee"), as mortgagee under an Open-End Mortgage and Security

 Agreement and assignee under an Assignment of Rents and Leases, both

 dated as of the date hereof from The Middlebury Partnership ("Lessor"),

 which encumber, among other property, the Premises and the rents payable

 by Lessee under the Lease, and which are intended to be recorded

 contemporaneously with this Agreement (together, the "Mortgage"), hereby

 agree as follows:

 1.       Provided that no Event of Default (as defined in the Lease) has

 occurred and is continuing under the terms of the Lease beyond any

 applicable cure and that no

 event has occurred which would permit Lessor to terminate the Lease

 pursuant to any of its terms, Lessee's rights under the Lease shall not

 be affected or disturbed by Mortgagee in



<PAGE>



 the exercise of any of its rights under the Mortgage, or any renewal,

 extensions, modifications or consolidations thereof, or the notes or

 other obligations secured thereby, including, without limit, if any

 action or proceeding is commenced by Mortgagee for the foreclosure of

 the Mortgage or the sale of the Premises, Lessee shall not be named as a

 party therein (unless such joinder shall be desirable to protect

 Mortgagee's interest under the Mortgage or the Assignment, in which case

 Mortgagee shall not seek affirmative relief from Tenant in any such

 action or proceeding), and any sale of the Premises pursuant to the

 exercise of any rights and remedies under the Mortgage, or any renewals,

 extensions, modifications or consolidations thereof shall be made

 subject to Lessee's rights under the Lease, as more particularly

 provided herein. Mortgagee acknowledges that, to the best of its

 knowledge and belief, Lessee is not in default under the Lease.

 2.       Lessee agrees to attorn to Mortgagee or any purchaser of the

 Premises, and the Lease shall not be deemed terminated and shall

 continue in full force and effect as, or as if it were, a direct lease

 between Mortgagee or such purchaser of the Premises and Lessee, upon all

 of the terms, covenants and conditions of the Lease; provided that

 neither Mortgagee nor any such purchaser of the Premises shall:

               (i)  be liable for any act or omission of Lessor under the

 Lease that occurs prior to the date of acquisition of title to the

 Premises by the Mortgagee or any such purchaser; or

               (ii)  be bound by any previous modification of the Lease

 or by any previous prepayment of more than one (1) month's Fixed Rent,

 or any additional rent which Lessee shall have paid to Lessor in

 advance, unless such modification or prepayment shall have been

 expressly approved in writing by Mortgagee; or

               (iii)  be subject to any offsets or defenses which Lessee

 may have against Lessor which arise out of any actions or omissions of

 Lessor which occurred prior



                                    D2



<PAGE>



 to the date of acquisition of title to the Premises by the Mortgagee or

 any such purchaser provided, however, this provision shall not affect

 Lessee's rights to such offsets as Lessee may be expressly permitted to

 exercise under the terms of the Lease which arise out of the actions or

 omissions of the Mortgagee (or a purchaser therefrom) occurring from and

 after the date of the acquisition of title to the Premises by the

 Mortgagee, or such purchaser; or

               (iv)  be obligated to repair, replace, rebuild or restore

 the Premises or any other land, buildings or improvements in the event

 of damage or destruction; or

               (v)  be personally liable for the performance of Lessor's

 obligations under or in connection with the Lease and Lessee shall look

 only to such successor lessor's interest in the Premises (and for so

 long as such foreclosing Mortgagee, or a purchaser therefrom, owns fee

 simple title to the Land and other buildings located on the Land, to

 such foreclosing Mortgagee's (or such purchaser's) interest in the Land

 and such other buildings) (or the proceeds thereof) and to no other

 property or assets of such successor lessor for the satisfaction of

 Lessee's remedies under the Lease.

 3.       Subject to the terms and conditions of this Agreement, the

 Lease and Lessee's rights thereunder are and shall be subject and

 subordinate to the lien of the Mortgage and to all of the terms,

 conditions, and provisions thereof, to all advances made or to be made

 thereunder or under any of the notes or other obligations secured

 thereby, and to any renewals, extensions, modifications or

 consolidations thereof or such obligations, including any increases

 therein, with the same force and effect as if the Mortgage and such

 secured obligations, together with all such renewals, extensions,

 modifications or consolidations, had been executed, delivered and

 recorded prior to the execution and delivery of the Lease. Upon the

 occurrence of a default under the Lease,



                                    D3



<PAGE>



 Mortgagee shall have the right to send a notice of default under the

 Lease, which shall be effective for all purposes under the Lease.

 4.       The foregoing provisions shall be self-operative, provided that

 Lessee and Mortgagee agree to execute and deliver to Mortgagee, to any

 other person to whom Lessee herein agrees to attorn, or to Lessee such

 other instrument in recordable form as either Lessee, Mortgagee or such

 other person shall reasonably request in order to effectuate or evidence

 said provisions.

 5.       This Agreement shall not operate (x) to place any

 responsibility for the control, care, management or repair of the

 Premises or any other land, buildings or improvements upon Mortgagee,

 (y) to require Mortgagee to comply with any of the terms or provisions

 of the Lease or otherwise impose any obligation upon Mortgagee with

 respect to the Lease, or (z) to make Mortgagee responsible or liable for

 any waste committed on the Premises or any other land, buildings or

 improvements by any party or for the negligence, willful misconduct,

 action or inaction in the management, upkeep, repair or control of the

 Premises or any other land, buildings or improvements which shall result

 in loss, injury or death to any lessee, sublessee or licensee of all or

 any part of the Premises or any other land, buildings or improvements,

 any employee of the same or any stranger.

 6.       Any act done or attempted in violation of any term or covenant

 of this Agreement shall be wholly void as against Mortgagee, its

 successors or assigns.

 7.       Lessee hereby warrants and represents, covenants and agrees to

 and with Mortgagee:



                                    D4



<PAGE>



                              (a)  not to alter or modify the Lease in any 

 respect or to agree to any cancellation of the Lease without the prior 

 written consent of Mortgagee;

                              (b)  to deliver to Mortgagee a duplicate of each

 notice of default delivered to Lessor or any successor lessor at the same 

 time as such notice is given to Lessor or any successor lessor;

                              (c)  that Lessee is now the sole owner of the

 leasehold estate created by the Lease and shall not hereafter assign the 

 Lease except as permitted by the terms thereof;

                              (d)  not to seek to terminate the Lease or abate

 any of the rent thereunder by reason of any default of Lessor or any 

 successor lessor or any act or omission of Lessor or any successor lessor

 which would entitle Lessee to cancel the Lease or abate any amount payable

 thereunder or to claim a partial or total eviction without prior written

 notice thereof to Mortgagee and the lapse thereafter of such time as under

 the Lease was offered to Lessor or any successor lessor in which to remedy

 the default, after which time Mortgagee, at its option, may remedy any such

 default within thirty (30) days after the expiration of such time as Lessor

 or such successor lessor was permitted to cure such default; provided, 

 however, (a) the foregoing additional thirty (30) day cure period shall not

 apply to Lessee's right to exercise any self-help or rent abatement remedies

 under the terms of Section 30(b)(ii) and (iii) or Section 30(c) of the Lease

 by reason of any failure by Lessor, or any successor lessor, to provide heated

 water, chilled water, or process steam to the Premises, as required pursuant

 to the terms of the Lease, and (b) with respect to any default of Lessor, or

 any successor lessor, under the Lease which cannot be remedied within such 

time, if Mortgagee commences to cure such default within



                                    D5



<PAGE>



 such time and thereafter diligently proceeds with such efforts,

 Mortgagee shall have such time as is reasonably necessary to complete

 curing such default;

                              (e)  not to prepay or compromise payment of 

Fixed Rent, additional rent oor other sums due or to become due under the 

Lease;

                              (f)  to promptly certify in writing to 

 Mortgagee, in connection with any proposed assignment of the

 mortgage, to the best of its knowledge, whether or not any default on the 

 part of Lessor or any successor lessor then exists under the Lease and to

 deliver to Mortgagee any tenant estoppel certificates required under the 

 Lease; and

                              (g)  upon receipt by Lessee of a notice from

 Mortgagee that Lessor or any successor lessor has defaulted under the 

 Mortgage and has failed to cure the default within any applicable grace 

 period set forth in the Mortgage and requesting Lessee to henceforth make

 all payments under the Lease to Mortgagee, Lessee shall thereafter pay 

 directly to Mortgagee all rent and other sums due and to become due under

 the Lease.

 8.       This Agreement shall inure to the benefit of and be binding

 upon the parties hereto and their respective successors and assigns.

 9.       This Agreement shall be governed and construed in accordance

 with the laws of the State of Connecticut.

 10.      Lessee shall notify Mortgagee at:

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

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

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



                                    D6



<PAGE>



 of any default of Lessor or any successor lessor under the Lease, and

 agrees that no such default shall entitle Lessee to cancel the Lease or,

 except as provided in (d) above, abate the rent payable thereunder.

 11.      This Agreement may not be terminated, amended or waived orally,

 but only by an instrument in writing signed by Lessee and Mortgagee or

 their respective successors and assigns.

 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

 duly executed as of the day and year first above written.


 Witnesses:                   UNIROYAL CHEMICAL COMPANY, INC.,
                              a New Jersey corporation

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



                              [Name of Mortgagee]


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


                              Lessor hereby agrees to the provisions of
                              Paragraph 7(g) hereinabove on behalf of 
                              itself and its successors and assigns as
                              Lessor under the Lease:

                              THE MIDDLEBURY PARTNERSHIP, a Connecticut
                              general partnership

-------------------------
                              By:
                                 --------------------------------
-------------------------        Name:
                                 Title:



                                    D7



<PAGE>



 STATE OF               )
                        )  ss.             , 1997
 COUNTY OF              )


          Personally appeared                     ,                    of 
 Uniroyal Chemical Company, Inc., signer and sealer of the foregoing 
 instrument, and acknowledged the same to be his/her free act and deed as 
 such                    and the free act and deed of Uniroyal Chemical 
 Company, Inc., before me.



                               -------------------------------------
                               Commissioner of the Superior Court
                               Notary Public
                               My Commission Expires:



 STATE OF               )
                        )  ss.             , 1997
 COUNTY OF              )


          Personally appeared                     ,                         of
                             , signer and sealer of the foregoing instrument,
 and acknowledged the same to be his/her free act and deed as such           
           and the free act and deed of                   , before me.



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

                               Notary Public
                               My Commission Expires:



                                    D8



<PAGE>



 STATE OF               )
                        )  ss.             , 1997
 COUNTY OF              )


          On this       day of             1997, before me personally
 appeared                      ,                        the Managing
 Partner of White Middlebury Associates Limited Partnership, the signer
 and sealer of the foregoing instrument, and acknowledged the same to be
 his/her free act and deed, the free act and deed of such Limited
 Partnership, in its capacity as a general partner of The Middlebury
 Partnership, and the free act and deed of The Middlebury Partnership.




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

                               Notary Public
                               My Commission Expires:








                                    D9



<PAGE>



                  EXHIBIT A TO NON-DISTURBANCE AGREEMENT

                           DESCRIPTION OF LAND





<PAGE>



                  EXHIBIT B TO NON-DISTURBANCE AGREEMENT

                           DESCRIPTION OF LEASE





<PAGE>



                                SCHEDULE E



                     (EMERGENCY UTILITIES "TIE-INS")


     1.   Hot water supply and return lines, terminated with a flanged
          cap.

     2.   Low pressure steam line, terminated with a flanged cap.

     3.   Domestic feed water line for makeup water.

     4.   Gas line.

     5.   Chilled water supply and return, terminated with a flanged cap.

     6.   Condenser supply and return, terminated with a flanged cap.

     7.   Electric Panel - 240 Volt.




                            GUARANTY OF LEASE

          THIS GUARANTY OF LEASE, dated as of ________________, 1997, by
 CROMPTON & KNOWLES CORP., a Massachusetts corporation, having its
 principal office at One Station Plaza, Stamford, Connecticut 06901
 (referred to herein as the "Guarantor") in favor of THE MIDDLEBURY
 PARTNERSHIP, a Connecticut general partnership, having an office at 300
 East Joppa Road, Towson, Baltimore, Maryland 21286 ("Landlord").

                           W I T N E S S E T H

          WHEREAS, Guarantor has requested Landlord to enter into a
 certain Second Amended and Restate Lease Agreement (as the same may be
 hereafter modified or amended, the "Lease") with UNIROYAL CHEMICAL
 COMPANY, INC. ("Tenant"), a New Jersey corporation, and wholly-owned
 subsidiary of Guarantor, whereby Landlord would lease to Tenant a
 certain building, consisting of approximately 318,704 gross square feet
 of space, commonly known as the "R&D Building" in the Preston Hill
 Office Park, located in Middlebury, Connecticut, together with certain
 appurtenant rights relating to land in Middlebury, Oxford and Southbury,
 Connecticut (said building and appurtenant rights, collectively, the
 "Premises") for a term of twenty (20) years commencing on the "Effective
 Date", as defined in the Lease;

          WHEREAS, as a condition to Landlord's execution of such Lease,
 Tenant is obligated to deliver Guarantor's guarantee of the performance
 of Tenant's obligations under the Lease; and

          WHEREAS, Landlord is unwilling to execute the Lease unless and
 until this Guaranty is executed and delivered to it.

          NOW, THEREFORE, in consideration of $1.00, and for other good
 and valuable consideration received, and to induce Landlord to enter
 into the Lease, Guarantor does hereby covenant, agree, represent and
 warrant to Landlord as follows:

                                ARTICLE I.

               REPRESENTATIONS AND WARRANTIES OF GUARANTOR

          Guarantor does hereby represent and warrant that (a) it has the
 power to enter into and perform this Guaranty, and the execution and
 delivery of this Guaranty has been duly authorized by all necessary
 corporate action on the part of Guarantor, (b) neither this Guaranty,
 nor the execution, delivery and performance hereof, nor the performance
 of



<PAGE>



 the agreements herein contained, nor the consummation of the
 transactions herein contemplated will violate any statute, ordinance,
 regulation, court order or decree or order or decree of any other
 governmental authority or agency or any other agreement to which
 Guarantor is subject, and no consent, approval, order or authorization
 of, or registration, declaration or filing with, any court or
 governmental authority or instrumentality, domestic or foreign, is
 required by or with respect to Guarantor in connection with the
 execution and delivery of this Guaranty by Guarantor, (c) this Guaranty
 constitutes a valid and binding obligation of Guarantor enforceable
 against Guarantor in accordance with its terms, (d) Tenant is a wholly-
 owned subsidiary of Guarantor and Guarantor has determined that it is in
 the best interests of Guarantor that Tenant enter into the Lease, and
 (e) the lease of the Premises to Tenant, pursuant to the Lease,
 constitutes good and valuable consideration to Guarantor for this
 Guaranty.

                               ARTICLE II.

                          AGREEMENT TO GUARANTEE

          Section 2.1. Obligations, Guarantees.

                    a)   Guarantor hereby irrevocably and unconditionally
 guarantees to Landlord (i) the full and prompt payment when due of all
 Fixed Rent and Additional Rent and any other sums due whether now
 existing or hereafter incurred, of Tenant under the Lease with respect
 to the initial Lease Term and any renewal or extension thereof, and (ii)
 the full and prompt performance of every other obligation of Tenant
 under the Lease pertaining to the initial Lease Term and any renewal or
 extension thereof.  Each and every default in payment of Fixed Rent
 and/or Additional Rent under the Lease or any other sum due under the
 Lease, or Tenant's failure to observe and perform any other obligation
 of Tenant under the Lease, whether monetary or non-monetary, shall give
 rise to a separate cause of action hereunder, and separate suits may be
 brought hereunder as each cause of action arises.

                    b)   Guarantor further agrees that this Guaranty
 constitutes an absolute, unconditional, present and continuing guaranty
 and waives any right to require that any resort be had by Landlord to
 (i) any security paid under the Lease, and (ii) Landlord's rights
 against any other person, or entity, including Tenant, or (iii) any
 other right or remedy available to Landlord by contract, applicable law
 or otherwise.  It is the intent of this Guaranty that Landlord shall
 have resort to Guarantor without resorting to any remedy against Tenant.

                    c)   The performance and payments called for
 hereunder shall become due and payable to Landlord within five (5) days
 after Landlord, or its successors or assigns, shall provide Guarantor
 with notice thereof given in the manner



                                   -2-



<PAGE>



 specified in Section 3.2 herein, stating that any of the guaranteed
 obligations of Tenant described in Section 2.1(a) above have not been
 timely fulfilled and remain outstanding.

          Section 2.2. Obligations Unconditional.  The obligations of
 Guarantor under this Guaranty shall be absolute and unconditional.  This
 Guaranty is a guaranty of payment and performance and not of collection.
 To the fullest extent permitted by law, the obligations of Guarantor
 hereunder shall not be affected, modified, released or impaired by any
 state of facts or the happening, from time to time, of any event,
 including, without limitation, any of the following, whether or not with
 notice to, or the consent of, Guarantor:

                    a)   The invalidity, irregularity, illegality or
 unenforceability of, or any defect in, the Lease;

                    b)   The compromise, settlement, release, extension,
 expansion, indulgence, change, modification or termination of any or all
 of the obligations, covenants and agreements of Tenant;

                    c)   The failure to give notice to Guarantor of the
 occurrence of any default under the terms and provisions of the Lease;

                    d)   The actual or purported assignment of any of
 Landlord's and/or Tenant's obligations, covenants and agreements
 contained in the Lease, or the assignment of Landlord's rights under
 this Guaranty;

                    e)   The waiver of the payment, performance or
 observance by Tenant of the obligations, conditions, covenants or
 agreement or any or all of them contained in the Lease;

                    f)   The extension of time for the payment of any
 Fixed Rent or Additional Rent or the performance of any other obligation
 by Tenant under the Lease;

                    g)   The modification or amendment (whether material
 or otherwise but including, without limitation, any increase or decrease
 in the amount of rental payable under the Lease) of any term, duty,
 obligation, covenant or agreement set forth in the Lease;

                    h)   The taking or the omission to take any action or
 to pursue any right or remedy under the Lease;

                    i)   The voluntary or involuntary commencement of any
 case or proceeding under the Federal Bankruptcy Code or any state or
 foreign bankruptcy,



                                   -3-



<PAGE>



 insolvency or similar statute affecting Tenant and/or Guarantor, the
 liquidation, dissolution, merger, consolidation, sale or other
 disposition of all or substantially all of the assets of Tenant and/or
 Guarantor, the marshaling of the assets and liabilities, receivership,
 insolvency, assignment for the benefit of creditors, the reorganization,
 arrangement, composition with creditors, or readjustment of debts or
 other similar events or proceedings, or the appointment of a receiver,
 conservator, custodian or sequestrator for all or part of the property
 of Tenant and/or Guarantor, or any allegation or contest of the validity
 of this Guaranty or of the Lease in any such proceeding; it being
 specifically understood, consented and agreed to that this Guaranty
 shall remain and continue in full force and effect and shall be
 enforceable against Guarantor to the same extent and with the same force
 and effect as if such events and proceeding shall not have been
 instituted; and it is the intent and purpose of this Guaranty that
 Guarantor shall and does hereby waive all rights and benefits which
 might accrue to Guarantor by reason of any such proceeding(s) or
 case(s);

                    j)   Any failure of Landlord to mitigate the damages
 resulting from any defaults by Tenant under the Lease;

                    k)   Any failure of Landlord to preserve any security
 under the Lease; or

                    l)   Any renewal or extension of the term of the
 Lease, or any expansion of the Premises covered by the Lease.

          Section 2.3. No Waiver of Set-Off; No Right to Jury Trial.  No
 act of commission or omission of any kind or at any time upon the part
 of Landlord in respect of any matter whatsoever shall in any way impair
 the rights of Landlord to enforce any right, power or benefit under this
 Guaranty and no set-off, counterclaim, reduction or diminution of any
 obligation or any defense of any kind or nature (other than performance
 by Tenant of its obligations under the Lease) which Guarantor has or may
 have against Landlord or any affiliate thereof, shall be available
 hereunder to Guarantor.  GUARANTOR HEREBY WAIVES THE RIGHT OF TRIAL BY
 JURY IN THE EVENT OF ANY LITIGATION BETWEEN LANDLORD AND
GUARANTOR IN RESPECT OF ANY MATTER ARISING OUT OF THIS GUARANTY.

          Section 2.4. Waiver of Notice; Expenses.  Guarantor hereby
 expressly waives notice from Landlord of its acceptance of, and reliance
 on, this Guaranty.  Guarantor agrees to pay all costs, fees, commissions
 and expenses (including all reasonable attorney fees) which may be
 incurred by Landlord in enforcing or attempting to enforce this Guaranty
 following any default on the part of Guarantor hereunder, whether the
 same shall be enforced by suit or otherwise.  Guarantor hereby waives
 presentment of any instrument, demand of payment, protest and notice of
 non-payment or protest thereof.



                                   -4-



<PAGE>



          Section 2.5. Subordination of Subrogation and Other Claims.
 Guarantor hereby expressly subordinates, to and until all of the
 obligations of the Tenant under the Lease have been paid, performed or
 satisfied, any and all rights of subrogation, reimbursement, indemnity,
 exoneration, contribution, or any other claim which Guarantor may now or
 hereafter have against Tenant or any other person directly or
 contingently liable for the obligations guaranteed hereunder, or against
 or with respect to Tenant's property (including, without limitation, any
 of Tenant's property collaterallizing the obligations of Tenant to
 Landlord), arising from the existence or performance of this Guaranty.

          Section 2.6. COMMERCIAL TRANSACTION. GUARANTOR ACKNOWLEDGES
 THAT THIS GUARANTY CONSTITUTES A COMMERCIAL TRANSACTION WITHIN
THE MEANING OF <section> 52-278A OF THE CONNECTICUT GENERAL
STATUTES.   PROVIDED LANDLORD HAS PROVIDED GUARANTOR WITH  THE
NOTICE REQUIRED IN SECTION 2.1 (c) HEREIN, PURSUANT TO <section> 52-278F
OF SAID CONNECTICUT GENERAL STATUTES, GUARANTOR HEREBY WAIVES
AND RELINQUISHES ALL RIGHTS TO NOTICE AND HEARING AS PROVIDED IN
<section> 52-278A THROUGH <section> 52-278G OF SAID CONNECTICUT
GENERAL STATUTES PRIOR TO LANDLORD OBTAINING ANY PREJUDGMENT
REMEDY AGAINST GUARANTOR OR TENANT IN CONNECTION WITH THE
ENFORCEMENT BY LANDLORD OF ANY OF ITS RIGHTS OR REMEDIES UNDER
THE LEASE OR THIS GUARANTY.  IF SUMMARY PROCESS IS UTILIZED,
GUARANTOR ACKNOWLEDGES THAT TENANT HAS WAIVED ALL REQUIRED
NOTICES, PURSUANT TO <section> 47A-24 OF THE CONNECTICUT GENERAL
STATUTES, EXCEPT AS OTHERWISE SPECIFICALLY REQUIRED TO BE
DELIVERED TO TENANT UNDER THE LEASE.

                               ARTICLE III.

                       NOTICE OF SERVICE OR PROCESS
                             AND OTHER PAPERS

          Section 3.1. Service of Process.  Guarantor hereby designates
 and appoints its General Counsel as agent of Guarantor upon whom may be
 served all process, pleadings, notices or other papers which may be
 served upon Guarantor as a result of any obligations under this
 Guaranty.

          Section 3.2. Notices.  Any notice required to be sent to
 Guarantor, or any notice including process, pleadings or other papers
 served upon the foregoing agent shall at the same time be sent by United
 States registered or certified mail, postage pre-paid, or by any
 nationally recognized overnight delivery service, such as Federal
 Express, to



                                   -5-



<PAGE>



 Guarantor at the address set forth above or to such other address as
 Guarantor shall specify by delivery of notice as aforesaid to Landlord,
 at the address stated at the outset, Attention: General Counsel, or at
 such other address as Guarantor may specify to Landlord at Landlord's
 then specified address.  Notice shall be deemed delivered on the next
 business day after deposit with a nationally recognized overnight
 delivery service, or three (3) days after deposit, as aforesaid, in the
 U.S. mail.

          Section 3.3. Consent to Jurisdiction.  Guarantor irrevocably
 and unconditionally (a) agrees that any suit, action or other legal
 proceeding arising out of this Guaranty may be brought in the court of
 record in the State of Connecticut situated in Fairfield County or the
 courts of the United States, District of Connecticut, (b) consents to
 the jurisdiction of each such court and any such suit, action or
 proceeding, and (c) waives any objection which it may have to the laying
 of venue in any such suit, action or proceeding in any of such court.

          Section 3.4. Continued Existence.  Guarantor shall maintain its
 existence throughout the term of the Lease and for so long thereafter as
 any claim may be brought in connection with the Lease.

                               ARTICLE IV.

                              MISCELLANEOUS

          Section 4.1. Guaranty to Become Effective.

          (a)  The obligations of Guarantor hereunder shall arise
 absolutely and unconditionally upon the Effective Date (as defined in
 the Lease). Guarantor and Landlord agree that, unless and until (i) the
 Effective Date shall occur, or (ii) Landlord and Tenant shall otherwise
 expressly agree, in writing, that the Lease shall be in force and
 effect, this Guaranty shall be of no force and effect.

          (b)  Notwithstanding the provisions of (a) above, in the event
 the Effective Date has not occurred on or before November 1, 1997 and
 either Landlord or Tenant shall elect to terminate the Lease by the
 delivery of a written notice of termination to the other party to the
 Lease in the time and manner specified in Section 40 (b) of the Lease,
 then (i) this Guaranty shall also be deemed to have been terminated
 effective as of the date of the termination of the Lease, and (ii) the
 Guarantor and Landlord shall thereafter have no further rights and
 obligations to each other under this Guaranty of Lease.

          Section 4.2. Remedies Not Exclusive.  No remedy herein
 conferred upon or reserved to Landlord is intended to be exclusive of
 any other available remedy given under this Guaranty or hereafter
 existing at law or in equity.  No delay or failure to exercise



                                   -6-



<PAGE>



 any right or power accruing upon any default, omission or failure of
 performance hereunder shall impair any such right or power or shall be
 construed to be a waiver thereof, but any such right and power may be
 exercised from time to time and as often as may be deemed expedient.  If
 any provision contained in this Guaranty should be breached by Guarantor
 and thereafter duly waived by Landlord, such waiver shall be limited to
 the particular breach so waived and shall not be deemed to waive any
 other breach hereunder.  No waiver, amendment, release or modification
 of the Guaranty shall be established by conduct, custom or course of
 dealing, but solely by an instrument in writing duly executed by
 Landlord and Guarantor.

          Section 4.3. Severability.  The invalidity or unenforceability
 of any one or more of the phrases, sentences, clauses or sections of
 this Guaranty shall not affect the validity or enforceability of the
 remaining portion of this Guaranty or any part hereof.

          Section 4.4. Applicable Law.  This Guaranty shall be governed
 by and construed in accordance with the laws of the State of
 Connecticut.

          Section 4.5. Successors and Assigns.  This Guaranty shall be
 binding upon, and be enforceable against Guarantor and its respective
 successors, legal representatives and assigns and shall inure to the
 benefit of Landlord, its successors, legal representatives and assigns.

          Section 4.6. Defined Terms.  All capitalized terms used herein,
 which are not otherwise defined herein, shall have, unless otherwise
 defined, the definitions given to them in the Lease.

          Section 4.7. Assignment.  In the event Landlord shall assign
 its rights and interest in and to the Lease to any successor owner of
 the Premises, then Landlord may also assign this Guaranty to any such
 successor owner of the Premises and any such assignment by Landlord of
 its interest in and to this Guaranty shall not be deemed to release or
 relieve Guarantor from any of its obligations or liability hereunder and
 this Guaranty shall continue in full force and effect following any such
 assignment by Landlord.

          [No further text on this page]



                                   -7-



<PAGE>




          IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of
 the date first above written.

                                    CROMPTON & KNOWLES CORP.,
                                    a Massachusetts corporation

 -------------------------
                                    By:
                                       --------------------------------
                                       Name:
 -------------------------             Its:             , duly authorized







 STATE OF CONNECTICUT )
                      )  ss.: Middlebury
 COUNTY OF NEW HAVEN  )


          On this              day of August 1997, personally appeared
 before Timothy R. Carmody, Esq., the undersigned officer, CROMPTON &
 KNOWLES CORP., a Massachusetts corporation, by Frank Manganella, its
 duly authorized                              who acknowledged that he
 signed, sealed and delivered the above and foregoing instrument as his
 free act and deed and the free act and deed of said CROMPTON & KNOWLES
 CORP., authorized by the Board of Directors of said corporation, for the
 purposes therein stated.



                               --------------------------------------
                               Timothy R. Carmody, Esq.
                               Commissioner of the Superior Court