Exhibit 10.17

                         LEASE AGREEMENT

     This sets forth a Lease Agreement made as of this 30th day of
May, 1997 between 488 Main Avenue Associates, L.L.C., a
Connecticut limited liability corporation with an address of P.0.
Box 2870 Westport, Connecticut 06880 (the "Landlord") and
Electronic Retailing Systems International, Inc., a Delaware
corporation with an address of 488 Main Avenue, Norwalk,
Connecticut 06851 (the "Tenant").

     In consideration of mutual covenants, the parties hereby
agree as follows:

                          1.  Premises

     (a) Landlord leases to Tenant and Tenant hereby rents from
Landlord premises being the entire third floor of a building (the
"Building") located at 488 Main Avenue, Norwalk, Connecticut (the
Land and Building being hereinafter referred to as "488 MAIN").
The premises to be leased ("Leased Premises") is stipulated to be
17,500 rentable square feet.

     (b) Together with the Leased Premises, Landlord grants to the
Tenant for the term of this Lease the use of the land, the common
areas of the Building, parking areas and access ways of 488 MAIN
in common with other tenants, their employees, guests and
invitees.

     (c) The Leased Premises shall not be deemed to include either
the land beneath 488 MAIN or the exterior walls or roof of the
Building, or any area beyond the exterior of any interior wall.
Landlord reserves unto itself, its successors and assigns, access
to the Leased Premises and the use of such land, walls and roof of
the Building, for the right to install, maintain, use, repair and
replace pipes, ducts, conduits, wires and structural elements
leading through the Leased Premises and interior partitions
between the Leased Premises.

     (d) The land, parking areas, and accessways of 488 MAIN shall
be subject to Landlord's exclusive management and control, and
Landlord expressly reserves the right without limitation from time
to time to construct, maintain, replace and operate facilities and
equipment on the common areas; change the location, arrangement,
and size of parking areas and traffic lanes; close temporarily all
or any portion of the common areas for maintenance, repairs or
construction; and establish and modify reasonable regulations
concerning use of the common areas. Landlord shall have no
liability to Tenant for any change in the size, location or
arrangement of the common areas or the facilities.


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                       2.  Use of Premises

     Tenant shall use the Leased Premises for office and related
purposes including (but not limited to) executive and
administrative offices; sale (but not to the general public),
display, storage, service, repair, testing, and research and
development of Tenant's products and equipment; engineering,
education and training of Tenant's customers and employees, and
any other office use legally permitted under the City of Norwalk
Zoning Code. Tenant's obligations hereunder are conditioned upon
its ability to use the Leased Premises for the above uses; in no
event shall Tenant use the Leased Premises for retail or related
purposes or for medical office or related purposes.

                        3. Term of Lease

     (a) The term of this Lease Agreement (the "Lease Term") shall
be ten years and two months, commencing June 1, 1997 (the
"Commencement Date") and ending on the later of (i) July 31, 2007
or (ii) the day preceding the tenth anniversary plus two months of
the Commencement Date (the "Termination Date").

     (b) Landlord shall deliver the Leased Premises to Tenant on
or before June 1, 1997 and Tenant agrees to accept the Leased
Premises in "as is" condition. In the event that the Landlord is
not able to deliver the Leased Premises to Tenant by June 1, 1997,
then the Commencement Date of this Lease shall be delayed until
the date that Landlord is able to deliver the Leased Premises to
the Tenant and the rent due from Tenant shall not begin until
sixty days after the Commencement Date. Notwithstanding the
foregoing, if Landlord fails to deliver the Leased Premises to
Tenant on or before July 1, 1997, then Tenant may terminate the
herein Lease Agreement, in which event Landlord shall return to
Tenant all amounts paid by Tenant hereunder to Landlord and,
Landlord shall indemnify Tenant for all damages incurred by
Tenant, including reasonable attorneys fees, as a result of
Landlord's failure to deliver possession of the Leased Premises to
the Tenant.

     (c) At the time of the expiration or earlier termination of
this Lease, Tenant agrees to surrender the Leased Premises in good
condition, broom clean, reasonable wear and tear and damage by
fire or casualty excepted.

                             4. Rent

     (a) Throughout the Lease Term, as the same may be extended or
renewed, Tenant shall pay rent monthly in advance on the first day
of each month, and without prior demand, deduction, or set-off.

     (b) During the Lease Term, Tenant shall pay the annual rent
(the "Rent") as follows (subject to extension of said dates by the
period of delay in delivering the Leased Premises to the Tenant):
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     June 1, 1997 - July 31, 1997:  No rent due.

     August 1, 1997 - July 31, 1998:  $266,875 payable in equal
months installments of $22,239.58.

     August 1, 1998 - July 31, 1999:  $280,000 payable in equal
months installments of $23,333.33.

     August 1, 1999 - July 31, 2000: $297,500 payable in equal
monthly installments of $24,791.67.

     August 1, 2000 - July 31, 2001: $310,625 payable in equal
monthly installments of $25,885.42.

     August 1, 2001 - July 31, 2002: $323,750 payable in equal
monthly installments of $26,979.17.

     August 1, 2002 - July 31, 2003: $350,000 payable in equal
monthly installments of $29,166.67.

     August 1, 2003 - July 31, 2004: $363,125 payable in equal
monthly installments of $30,260.42.

     August 1, 2004 - July 31, 2005: $380,625 payable in equal
monthly installments of $31,718.75.

     August 1, 2005 - July 31, 2006: $393,750 payable in equal
monthly installments of $32,812.50.

     August 1, 2006 - July 31, 2007: $406,875 payable in equal
monthly installments of $33,906.25.


     (c) A "Lease Year" shall be defined as any twelve month
period during the Lease Term beginning with the first day of the
month after the Commencement Date and ending with the date 365
days thereafter.

     (d) Tenant's pro rata share, as used hereinafter, shall be
50%.

     (e) In addition to the Rent described above, beginning with
the Commencement Date, Tenant shall pay for all electric
consumption at the Leased Premises and, prior to taking occupancy
of the Leased Premises, Tenant shall put into its name the
electric meters which measure electric provided to the Leased
Premises, it being the intent of this Lease Agreement that the
Tenant shall pay for all utilities provided to the Leased
Premises, including all heat and air-conditioning, but excluding
water which shall be an operating expense of the property.


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     (f) (i) In addition to the Rent, Tenant shall pay to Landlord
its pro rata share of the increases in the real estate taxes
actually paid at 488 MAIN over the real estate taxes actually paid
in the tax year July 1, 1997 - June 30, 1998 (the "Real Estate Tax
Increase"). Landlord may bill Tenant for the Real Estate Tax
Increase at the end of the tax year, the first bill being in July,
1999 for any increase in the real estate taxes for the tax year
July, 1998 - June, 1999 over the tax year July, 1997 - June, 1998.
Thereafter, Landlord may bill the Tenant 1/12 of this amount on a
monthly basis and which monthly sum may be increased in the event
of additional real estate tax increases in subsequent years.
Notwithstanding the foregoing, Tenant shall not be responsible for
(x) any taxes for improvements to areas other than the Leased
Premises and Common Areas or (y) any Real Estate Tax Increase not
attributable to the Lease Term.

     (f)(ii) In consideration of Tenant's undertaking to reimburse
Landlord for the Real Estate Tax Increase, Tenant shall have the
right, by appropriate proceedings, to protest any assessment or
reassessment or any special assessment, or any change in the tax
rate, or the validity of any of the foregoing.

     (f)(iii) Landlord shall notify Tenant in writing of all
assessments and the tax rates and any proposed changes to them.
Tenant shall notify Landlord in writing within fifteen (15)
business days after receipt of Landlord's notice if Tenant wants
to file a protest. If Landlord fails to give notice to Tenant of
any tax rate or assessment and, as a result, Tenant is unable to
review the change, and if it so desires, to file a protest, Tenant
shall not be obligated to reimburse Landlord for any Real Estate
Tax Increase resulting therefrom.

     (f)(iv) In the tax proceedings, Tenant may act in its own
name and/or the name of Landlord and Landlord will, at Tenant's
request and provided Landlord is not put to any expense thereby,
cooperate with Tenant in any way Tenant may reasonably require in
connection with such-protest. Any protest conducted by Tenant--
hereunder shall be at Tenant's expense and if interest or late
charges become payable with respect to the Real Estate Tax
Increase as a result, Tenant shall reimburse Landlord for the
same. However, Landlord shall be solely responsible for any
penalties, interest or late charges imposed on Landlord through no
fault of Tenant.

     (f)(v) If Landlord shall receive a reduction or refund for
any year for which Tenant paid to Landlord a Real Estate Tax
Increase, then Landlord shall reimburse Tenant in an amount equal
to Tenant's pro rata share of the refund or reduction. Landlord
agrees to keep Tenant apprised of all tax protest filings and
proceedings undertaken by Landlord or others to obtain a tax
reduction or refund. If the refund or reduction resulted from
Tenant's efforts, Landlord shall also reimburse Tenant for
reasonable attorneys' fees and any other reasonable expenses
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incurred by Tenant in connection with the protest. Otherwise,
Landlord may deduct from the total refund any reasonable
attorneys' fees and other reasonable expenses incurred by Landlord
therefor.

     (g) In addition to the Rent and Real Estate Tax Increase,
Tenant shall pay to Landlord its pro rata share of the increases
in operating expenses payable at 488 MAIN over the operating
expenses payable in the calendar year 1997 (the "Operating Expense
Increase"). Landlord may bill Tenant for the Operating Expense
Increase at the end of the calendar year, the first bill being in
January, 1999 for any increase in operating expenses in the
calendar year 1998 over the calendar year 1997. Thereafter,
Landlord may bill the Tenant 1/12 of this amount on a monthly
basis and which monthly sum may be increased in the event of
additional Operating Expense Increases in subsequent years.
Operating expenses shall be defined as the actual, normal and
ordinary costs of operating and maintaining 488 MAIN including,
but not limited to, insurance, cleaning, trash removal, landscape
and snowplow, repair and maintenance, painting, HVAC maintenance,
water, elevator maintenance, security, supplies, management and
common area electric.

     Operating expenses shall not include capital expenditures,
debt service on mortgages or rental under ground leases; work in
leasable or leased premises as opposed to work done for the common
benefit of all building tenants; costs associated with
professional fees for disputes or litigation with tenants;
Landlord advertising or promotional expenses; costs for casualty
that would have been reimbursable by insurance had Landlord
carried full value insurance; real estate taxes; leasing
commissions; salaries and fringe benefits that are above
comparable salaries and fringe benefits for comparable employees;
salaries of personnel that are shared among other buildings
(unless, however, the salaries are adjusted pro rata for the
amount of time such personnel spend at each building and so long
as said salaries are reasonable) or those above the grade of
building manager; fees or costs in excess of the comparable market
value; any type of line item service that the Landlord is
generally providing to 488 MAIN, but not to the Tenant; any type
of operating expense resulting from the negligence of the
Landlord; costs, fines or penalties resulting from Landlord's
violation of any law, rule or regulation of a governmental
authority; license, permit or inspection fees imposed on Landlord;
or tax on rent or rents received by Landlord from 488 MAIN or
assessments against 488 MAIN for municipal improvements or
otherwise.

     (h)(i) The term "Landlord's Statement" shall mean a
statement, prepared internally by Landlord, and which shall be
prepared according to generally accepted accounting principles and
which shall be furnished to Tenant simultaneously with the bills
referred to in sections (f) and (g) hereof setting forth in detail
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the amount of each item included in the Real Estate Tax Increase
and the Operating Expense Increase.

     (h)(ii) Landlord shall, at Tenant's request, make available
to Tenant for inspection and examination the books and records
that relate to Landlord's Statement. However, if after request by
Tenant the books and records are not made promptly available at
Landlord's offices during Landlord's normal business hours, the
amounts due in that year with respect to any Real Estate Tax
Increase or Operating Expense Increase shall not be payable
earlier than thirty (30) days after the Tenant's request is
honored. If Tenant disputes any portion of Landlord's Statement
and the parties cannot resolve their differences within thirty
(30) days thereafter, the matter shall be resolved by arbitration
conducted in accordance with the Commercial Arbitration Rules of
the American Arbitration Association.

     (h)(iii) If the Operating Expenses Increase as estimated in
advance by Landlord and paid by Tenant are less than the share of
Operating Expenses Increase which Tenant should have paid, then
the excess paid by Tenant shall be repaid by Landlord to Tenant in
a lump sum within thirty (30) days following the date Landlord
renders Landlord's Statement to Tenant.

     (h)(iv) If the Real Estate Tax Increase as estimated in
advance by Landlord and paid by Tenant are less than the share of
Real Estate Tax Increase which Tenant should have paid, then the
excess paid by Tenant shall be repaid by Landlord to Tenant in a
lump sum within thirty (30) days following the date Landlord
renders Landlord's Statement to Tenant.

     (h)(v) If Tenant has not received Landlord's Statement by the
end of twelve (12) months following the year (whether calendar or
fiscal) in which the Operating Expense Increase or Real Estate Tax
Increase are payable by Tenant, Landlord agrees that Landlord has
waived its claim against Tenant for Tenant's share of any increase
in Operating Expenses and Real Estate Taxes for such year.

     (h)(vi) This Article shall survive the expiration or earlier
termination of this Lease Agreement.

     (i) If Tenant shall fail to pay any monthly installment of
Rent within ten days of its due date, or if Tenant shall fail to
pay any monthly installment of Real Estate Tax Increase or
Operating Expenses Increase within ten days after Landlord has
notified Tenant that said payment(s) is (are) due, then Tenant
shall pay to Landlord a service charge of Five Per Cent (5%) of
the monthly installment. This fee is not a penalty but reflects
the parties' estimate as to the expected costs and damages
incurred by the Landlord by reason of Tenant's late payment. This
provision shall not be construed to modify in any way either any
due dates specified in this Lease Agreement, or the default
provisions of Paragraph 15 below.
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                         5. Improvements

     (a) All fit-up of the Leased Premises is to be done by Tenant
and Tenant agrees to accept the Leased Premises in "as is"
condition. During Lease Term, Landlord shall provide Tenant, its
agents and contractors, reasonable access to the Building, the
elevators and the Leased Premises for purposes of their performing
Tenant's fit-up.

     (b) Landlord agrees to install at Landlord's expense (which
shall not be included in the Operating Expense Increase) electro-
static filters on the HVAC units servicing the Leased Premises and
to renovate the restrooms within the Leased Premises. The
renovation of the restrooms shall include an upgrading or
replacement of the wall coverings, the vanity, the ceiling tiles
and the lighting. At its expense (which shall not be included in
the Operating Expense Increase), Landlord shall also renovate and
upgrade the lower lobby, upgrade the elevator cabs, reline and
repair the parking area, as necessary, and upgrade the
landscaping.

     (c) Any and all construction which Tenant desires to
undertake at the Leased Premises shall be subject to Landlord's
approval, which approval shall not be unreasonably withheld or
delayed; however, as stated in Section 7(a) hereof, the Landlord
hereby approves any papering, painting or changing of floor
coverings in the interior of the Leased Premises.

                6. Tenant's Operation of Business

     (a) Tenant shall use the Leased Premises solely for the
purpose set forth in Paragraph 2, and only as permitted by
applicable laws and regulations.

     (b) Tenant shall comply with all laws, orders and regulations
of federal, state, county and municipal authorities, with respect
to the manner in which Tenant will use or occupy the Leased
Premises, and, with any direction of any public officer or
officers which shall impose any violation, order or duty with
respect to the Leased Premises or the use or occupation thereof,
however, the Tenant's financial obligation with respect to said
violation, order or duty shall be limited to such items as shall
relate to the Tenant's specific use of the Leased Premises. In the
event that any governmental agency shall require any alterations
within or affecting the Leased Premises, Tenant shall fully
cooperate with such required alterations and agrees that there
will be no reduction in rent by reason of such required
alterations; however, notwithstanding anything to the contrary in
this sentence, the Tenant's financial obligation for said
alterations shall be limited to the first $20,000 of costs in the
aggregate incurred in connection therewith, and the Landlord shall
be responsible for any amounts in excess of the first $20,000 (in
the aggregate).
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     (c) Tenant shall not use or permit any part of the Leased
premises to be used for any unlawful purpose; nor shall the Tenant
use or occupy or permit the Leased Premises to be used or
occupied, nor do or permit anything to be done in or on the Leased
Premises which will make void or voidable any insurance then in
force with respect thereto, or which will make it impossible to
obtain fire or other insurance required to be furnished by
Landlord or Tenant, or which will cause or be likely to cause
structural damage to the Building or any part thereof, or which
will constitute a public or private nuisance, or which will
violate any law or regulation of any governmental authority.

                   7. Fixtures and Alterations

     (a) Tenant may at its own expense paint, paper and change
floor coverings in the interior of the Leased Premises, provided
that (i) the structure of the Building or building systems are not
affected and (ii) the exterior of the Building is not changed.

     (b) Except as provided in (a) above, Tenant shall not make
any changes, improvements, additions or alterations (collectively
"Alterations") to nor do any work to the Leased Premises or to 488
MAIN without first obtaining Landlord's prior consent, which work,
if approved by Landlord, Tenant agrees to do in a workmanlike
manner. Landlord shall not be under any obligation to review a
request for its consent until such time as Tenant supplies
Landlord with the identities of all person supplying materials or
services to the Leased Premises or the Property and, with
mechanics lien waivers from all such persons or entities as set
forth below.

     (c) Upon Tenant's vacating the Leased Premises, all
Alterations shall become the property of the Landlord unless same
can be and are removed by Tenant without damaging the Leased
Premises and, upon said removal, Tenant shall restore the Leased
Premises to the condition which existed prior to the removal of
said Alterations. However, if Landlord so directs, Tenant shall
remove all Alterations (excepting those constituting fixtures) at
its expense and promptly repair all damage to the Leased Premises
caused by the original installation of any Alterations and/or
their subsequent removal. Any personalty of the Tenant not removed
within ten days (after Landlord's demand to do so) following the
termination of this Lease shall become, at Landlord's option, the
property of the Landlord.

                            8. Signs

     (a) Subject to conformity with all applicable laws,
ordinances and municipal regulations, Landlord agrees to provide
(at its expense) at 488 MAIN such exterior signage as shall
identify the location. In addition, and to the extent permitted by
City of Norwalk zoning regulations, Landlord shall install a sign
on the exterior side of the Building facing Main Avenue, and
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denoting Tenant's name, and with appropriate illumination such
that such sign shall be visible at night.

     (b) Landlord, at its expense, and in accordance with
reasonable Building standards, shall make space available to
Tenant in the building directory and at other such locations where
direction signs are installed, for corporate identification as
specified by Tenant. At least 50% of the Building directory shall
be allocated to identify Tenant, its officers and employees.

     (c) Tenant shall have the right, at its expense, to install
signs on the entry doors to the Leased Premises, which sign shall
be uniform with other signs in the Building and which sign shall
be subject to Landlord's prior approval.

     (d) Tenant shall not install or place, or permit to be
installed, placed or maintained any other sign, decorations,
advertising matter or symbol on the Building, or in any location
visible from the exterior of the Leased Premises. In addition to
any other remedies of Landlord, Landlord may remove any sign or
other article installed by Tenant in violation of this Paragraph,
and charge Tenant for the reasonable cost of such removal, without
liability to Tenant.

                   9. Repairs and Maintenance

     (a) Tenant agrees to maintain the Leased Premises in good
order and condition including all maintenance, upkeep and
cleaning. Tenant shall procure any licenses or permits mandated
for Tenant's use of or alteration to the Leased Premises. Tenant
shall also comply promptly with and execute all rules, order,
regulations and recommendations of the Board of Fire Underwriters,
Rating Board and Landlord's insurance company with respect to the
prevention of fires and the exposure of liability risks, and shall
install and maintain all necessary safety appliances, but only to
the extent such appliances are necessary because of Tenant's
particular use of the Leased Premises.

     (b) If either party hereto is required to do any act under
this Paragraph 9, said party shall promptly comply and, if said
party shall neglect to act with reasonable dispatch after such
demand by the other party, then the party requesting said act
shall be free to perform same and the party responsible for said
act shall thereafter immediately pay to the other the reasonable
cost of any such acts.

     (c) Tenant shall be responsible for the replacement of all
light bulbs and ballasts in the Leased Premises.

     (d) Nothing in this Section shall be construed to impose upon
Landlord, in the event of damage to the Leased Premises caused by
casualty any obligations other than those contained in Paragraph
12 below.
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     (e) Landlord shall, at its expense and subject to Section
4(g) hereof, furnish to Tenant the following services, utilities,
supplies and facilities throughout the Lease Term:

          (i) access to the Leased Premises twenty-four (24) hours
     a day, seven (7) days a week;

          (ii) passenger elevator service twenty-four(24) hours a
     day, seven (7) days a week;

          (iii) (x) heat, ventilation and air conditioning
     ("HVAC") on business days from 8:00 A.M. to 8:00 P.M. and on
     Saturdays from 8:00 A.M. to 1:00 P.M. (hereafter "Business
     Hours") and, at Tenant's request, at all other times as
     hereinafter provided in this Article. Landlord represents and
     warrants that during the Lease Term the Building's HVAC
     systems will have the capacity, flexibility and ability to
     maintain the Leased Premises in reasonably comfortable
     condition which, taking the average of temperatures in
     various sections of the Leased Premises at various points in
     time, shall average not more than 76 degrees Fahrenheit
     during the summer months and not less than 70 degrees
     Fahrenheit during the winter months.

          (y) Landlord shall furnish HVAC beyond the above-stated
     hours provided that notice requesting such service is
     delivered to Landlord before noon on the business day when
     such service is required for that evening, and by noon of the
     preceding business day when such service is required on
     Saturday, Sunday or a federal holiday. This service shall be
     furnished at "Landlord's Costs" which shall mean the actual
     labor and utility costs incurred by Landlord to provide such
     overtime service, without markup of any kind. Landlord's
     Costs shall be paid by Tenant when billed by Landlord.
     Landlord shall bill Tenant on or before the last day of the
     month following the month in which Landlord's Costs are
     incurred, and shall submit with its invoice a tabulation of
     the hours and the dates on which the overtime HVAC was
     furnished. Tenant shall reimburse Landlord therefor within
     thirty (30) days after receipt of the invoice and other data
     supporting the charges that Tenant may reasonably request. If
     Landlord has not billed Tenant for Landlord's Costs within
     two (2) months after the end of the year (whether calendar or
     fiscal) in which Landlord claims Landlord's Costs accrued,
     Landlord agrees that Landlord has waived its right to be paid
     such charges.

          (iv) Cleaning and janitor services in the common
     building facilities and building parking area in accordance
     with Exhibit A, and including the removal of rubbish placed
     in receptacles outside the building.


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          (v) Hot and cold running potable water in the restrooms
     for Tenant's purposes.

          (vi) Electricity for lighting the common building
     facilities and Building parking area.

          (vii) Provision, installation and replacement of light
     bulbs, tubes and ballasts in the common building facilities
     and Building parking area.

          (viii) Removal of ice and snow from the common building
     facilities and Building parking area.

          (ix) Vermin extermination and repair and replacement of
     any item in the Building damaged by vermin.

          (x) Security for 488 MAIN by installation of a key punch
     or other system which shall limit access to the Building in
     non-Business Hours; Landlord shall endeavor to coordinate the
     system it installs controlling access to the Building with
     any system installed by Tenant controlling access to the
     Leased Premises so that one key or access card will control
     access to both the Building and the Leased Premises.

     (f) If the Landlord fails in its obligation herein to provide
utilities, services or facilities or, make the repairs,
restoration or replacements which it is required to make under
this Lease Agreement, and if after written notice from Tenant to
Landlord and a reasonable opportunity to cure same, the Landlord
does not remedy said failure, then the Tenant may allege that the
Landlord is in default hereof and seek reimbursement from Landlord
for damages incurred by Tenant or, make said repairs, restoration
or replacements as a result of Landlord's failure to provide said
utilities, services or facilities and seek reimbursement from
Landlord for said repairs, restoration or replacements.

     (g) Landlord shall perform all maintenance and make all
repairs, restoration and replacements to 488 MAIN not specifically
imposed upon Tenant by the provisions hereof. Without limiting the
generality of the foregoing sentence or the following, Landlord
shall maintain, repair and replace, as necessary, and keep in good
order, safe and clean condition (however, Landlord's obligation as
to regular cleaning services shall be limited to subparagraph (e)
(iv) above): (1) all structural portions of the Building and
exterior walls; (2) the roof of the Building; (3) the plumbing,
sprinkler, HVAC and electrical and mechanical lines and equipment
associated therewith, elevators and boilers, broken or damaged
glass and damage by vandals; (4) utility and trunk lines, tanks
and transformers; (5) the interior walls, ceilings, and floor
coverings (including carpets and tiles) of the common Building
facilities (i.e. excluding the Leased Premises); (6) improvements
to the Land, including ditches shrubbery, landscaping and fencing;
and (7) the common building facilities located within or outside
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the Building, including the common entrances, corridors, interior
and exterior doors and windows, stairways, lavatory facilities and
the Building parking area and access ways therefor. Further,
Landlord shall perform all repairs and restoration required
elsewhere under this Lease Agreement. Notwithstanding anything
herein to the contrary, Landlord shall have no obligation to
repair any damage caused by any act or omission of Tenant, its
agents, employees, customers, contractors and licensees.

     (h) At its expense, Tenant shall make all repairs and
replacements to the Leased Premises which are specifically agreed
upon in this Lease to be Tenant's obligations. Without limitation,
Tenant shall not be liable for repairs or replacements
necessitated by ordinary wear and tear, damage by fire or other
casualty and damage caused by Landlord, its agents, employees,
customers, contractors and licensees.

     (i) If by reason of an emergency, repairs, restoration or
replacements become necessary and by the provisions hereof are the
responsibility of Landlord, Tenant may make such repairs,
restoration or replacements which, in the opinion of Tenant, are
necessary for the preservation of the Leased Premises, or of the
safety or health of the occupants therein, or of Tenant's
property, or are required by law; provided, however, that Tenant
shall first make a reasonable effort to inform Landlord before
making them.

     (j) The remedies set forth in this Article shall be in
addition to other remedies granted to Tenant elsewhere in this
Lease Agreement or at law or in equity, and shall not affect any
claim for actual or constructive eviction or other claim for
damages or relief to which Tenant may be entitled.

     (k) If Landlord disputes any default declared by Tenant
pursuant to this Section or the reasonableness of time granted to
cure the default, Landlord may submit the disputed matter to
arbitration in accordance with the Commercial Arbitration Rules of
the American Arbitration Association.

                  10. Indemnification by Tenant

     Landlord and Tenant each agree to indemnify and save the
other harmless from any and all claims for bodily injury
(including death) or property damage made against one party hereto
if (1) arising from any breach or default by the other party
hereto (including its agents, invitees, employees or contractors)
in the performance of any covenant or agreement on its part to be
performed pursuant to the provisions of this Lease, or (2)
occurring within 488 MAIN and arising from the misconduct or gross
negligence of the other party (including its agents, invitees,
employees or contractors). This indemnity shall include all court
costs, attorneys' fees, expenses and liabilities incurred by the
indemnified party against which the claim is made. If any action
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or proceeding is brought against either Landlord or Tenant by
reason of any such claim, the indemnifying party agrees to defend
the action or proceeding at its expense upon notice from the party
to be indemnified.

                          11. Insurance

     (a) Allocation of Risks. The parties desire, to the extent
permitted by law, to allocate certain risks of personal injury,
bodily injury or property damage, and risks of loss of real or
personal property by reason of fire, explosion or other casualty,
and to provide for the responsibility for insuring those risks. It
is the intent of the parties that, to the extent any event is
insured for or required herein to be insured for, any loss, cost,
damage or expense, arising from such event, including, without
limitation, the expense of defense against claims or suits, be
covered by insurance, without regard to the fault of Tenant, its
officers, employees or agents ("Tenant Protected Parties"), and
without regard to the fault of Landlord, its shareholders,
members, agents, directors, officers and employees ("Landlord
Protected Parties"). As between Landlord Protected Parties and
Tenant Protected Parties, such risks are allocated as follows:

          (i) Tenant shall bear the risk of bodily injury,
     personal injury or death, or damage to property of third
     persons occasioned by events occurring on or about the Leased
     Premises, regardless of the party at fault. Said risks shall
     be insured as provided in Section 11(b) hereof.

          (ii) Landlord shall bear the risk of bodily injury,
     personal injury, or death or damage to the property of third
     persons occasioned by events occurring on or about 488 MAIN
     other than the Leased Premises. Said risk shall be insured
     against as provided in Section 11(c) hereof.

          (iii) Tenant shall bear the risk of damage to Tenant's
     contents, trade fixtures, machinery, equipment, furniture and
     furnishings in the Leased Premises arising out of loss by the
     events required to be insured against pursuant to Section
     11(b)(ii) hereof.

          (iv) Landlord shall bear the risk of damage to 488 MAIN
     arising out of loss by events required to be insured against
     pursuant to Section 11(c) hereof.

     Notwithstanding the foregoing, provided the party required to
carry insurance under Section (b)(i) or Section (c)(i) hereof does
not default in its obligation to do so, if and to the extent that
any loss occasioned by any event exceeds the coverage or the
amount of insurance required to be carried under this Lease
Agreement or such greater coverage or amount of insurance as is
actually carried, or results from an event not required to be
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insured against or not actually insured against, the party at
fault shall pay the amount not actually covered.

     (b) Tenant's Insurance. Tenant shall procure and maintain
policies of insurance, at its own cost and expense, insuring:

          (i) the Landlord Protected Parties (as "named
     insureds"), and Landlord's mortgagee, if any, of which Tenant
     is given written notice, and Tenant Protected Parties, from
     all claims, demands or actions made by or on behalf of any
     person or persons, firm or corporation and arising from,
     related to or connected with the Leased Premises, for bodily
     injury to or personal injury to or death of any person, or
     property damage. The minimum limits of liability of such
     insurance shall be One Million ($1,000,000) Dollars for
     injury or death to any one person, Two Million ($2,000,000)
     Dollars for injury or death to more than one person, and Five
     Hundred Thousand ($500,000) Dollars with respect to damage to
     property. If at any time during the term of this Lease
     Agreement, Tenant owns or rents more than one location, the
     policy shall contain an endorsement to the effect that the
     aggregate limit in the policy shall apply separately to each
     location owned or rented by Tenant. If Tenant is unable,
     despite reasonable efforts in good faith, to cause its
     liability insurer to insure the Landlord Protected Parties as
     "named insureds", Tenant shall nevertheless cause the
     Landlord Protected Parties to be insured as "additional
     insureds" and in such event, Tenant will protect, indemnify
     and save harmless the Landlord Protected Parties from and
     against any and all liabilities, obligations, claims,
     damages, penalties, causes of action, costs and expenses
     (including without limitation reasonable attorney's fees and
     expenses) imposed upon or incurred by or asserted against the
     Landlord Protected Parties, or any of them, by reason of any
     bodily injury to or personal injury to or death of any person
     or more than one person or for damage to property, occurring
     on or about the Leased Premises, caused by any party
     including, without limitation, any Landlord Protected Party,
     to the extent of the amount of the insurance required to be
     carried under this Section 11.1(b)(i) or such greater amount
     of insurance as is actually carried. Tenant shall cause its
     liability insurance to include contractual liability coverage
     fully covering the indemnity hereinabove set forth.

          (ii) All contents and Tenant's trade fixtures,
     machinery, equipment, furniture and furnishings in the Leased
     Premises to the extent of at least ninety percent (90%) of
     their replacement cost under Standard Fire and Extended
     Coverage Policy and all other risks of direct physical loss
     as insured against under Special Form ("all risk" coverage).
     Said insurance shall contain an endorsement waiving the
     insurer's right of subrogation against any Landlord Protected
     Party, provided that such waiver of the right of subrogation
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     shall not be operative in any case where the effect thereof
     is to invalidate such insurance coverage or increase the cost
     thereof, except that Landlord shall have the right, within
     thirty (30) days following written notice, to pay such
     increased cost, thereby keeping such waiver in full force and
     effect.

     Tenant Protected Parties from all worker's compensation and
disability benefits claims as required by law.

     (c) Landlord's Insurance. Landlord shall procure and maintain
policies of insurance insuring:

          (i) All claims, demands or actions made by or on behalf
     of any person or persons, firm or corporation and arising
     from, related to or connected with 488 MAIN, other than the
     Leased Premises for bodily or personal injury to or death or
     property damage. The minimum limits of liability of such
     insurance shall be One Million ($1,000,000) Dollars for
     injury or death to any one person, Two Million ($2,000,000)
     Dollars for injury or death to more than one person, and Five
     Hundred Thousand ($500,000) Dollars with respect to damage to
     property. If at any time during the term of this Lease,
     Landlord owns more than one location, the policy shall
     contain an endorsement to the effect that the aggregate limit
     in the policy shall apply separately to each location owned
     by Landlord.

          (ii) 488 MAIN against loss or damage by fire, lightning,
     wind storm, hail storm, aircraft, vehicles, smoke, explosion,
     riot or civil commotion as provided by the Standard Fire and
     Extended Coverage Policy and all other risks of direct phys-
     ical loss as insured against under Special Form ("all risk"
     coverage). The insurance coverage shall be for not less than
     90% of the full replacement cost of 488 MAIN with agreed
     amount endorsement. Landlord shall be named as the insured
     and all proceeds of insurance shall be payable to Landlord.
     Said insurance shall contain an endorsement waiving the
     insurer's right of subrogation against any Tenant Protected
     Party, provided that such waiver of the right of subrogation
     shall not be operative in any case where the effect thereof
     is to invalidate such insurance coverage or increase the cost
     thereof, except that Tenant shall have the right, within
     thirty (30) days following written notice, to pay such
     increased cost, thereby keeping such waiver in full force and
     effect.

          (iii) Landlord's business income, protecting Landlord
     from loss of rents and other charges during the period while
     the Leased Premises are untenantable due to fire or other
     casualty (for the period reasonably determined by Landlord).


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          (iv) Flood or earthquake insurance whenever, in the
     reasonable judgment of Landlord, such protection is necessary
     and it is available at commercially reasonable cost.

          (d) Form of Insurance. All of the aforesaid insurance
     shall be written by insurance companies licensed to do
     business in the State of Connecticut. As to Tenant's
     insurance, such insurance shall provide that it is not
     subject to cancellation or non-renewal except after at least
     thirty (30) days' prior written notice to Landlord. Tenant
     will furnish to Landlord, upon Landlord's request, a
     Certificate of Insurance issued by such insurer setting forth
     the existence of such insurance and coverage.

              12. Damage or Destruction of Premises

     (a) If 488 MAIN or the Leased Premises shall be partially or
totally damaged or destroyed by fire or other cause (and if this
Lease shall not have been terminated as hereinafter provided), the
Landlord shall repair the damage and restore and rebuild the
Building and/or the Leased Premises, except for Tenant's
improvements and Tenant's personal property, at its expense with
reasonable dispatch in accordance with good construction practice
after notice to Landlord of the damage or destruction.

     (b) If the Building or the Leased Premises shall be damaged
or destroyed by fire or other cause, then the rents payable
hereunder shall be abated to the extent that the Leased Premises
shall have been rendered untenantable or inaccessible for the
reasonable conduct of Tenant's normal business operations for the
period from the date of such damage or destruction to the earlier
of (x) the date on which Landlord substantially completes the
repair and restoration work that Landlord is required to perform
under this Article 12 and (y) the date of Tenant's occupancy of
the Leased Premises for the conduct of its normal business
following such casualty, such abatement to be granted on a pro
rata basis if only a portion of the Leased Premises is so rendered
untenantable or inaccessible; provided, however, that should
Tenant reoccupy a portion of the Leased Premises as to which the
abatement is in effect during the period the restoration work is
taking place and prior to the date that the whole of said Leased
Premises are made tenantable, rent and additional rent allocable
to such portion shall be payable by Tenant from the date of such
occupancy. Landlord shall be deemed to have substantially
completed the repair and restoration work that Landlord is
required to perform under this Article notwithstanding that (i)
punchlist work remains to be performed, the non-completion of
which does not unreasonably interfere with Tenant's ability to
perform Tenant's work and (ii) portions thereof are incomplete
which under good construction scheduling practice should be done
after the completion of the still incomplete portions of Tenant's
work (which punchlist work will be diligently completed by
Landlord as soon as reasonably practical). Notwithstanding
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anything to the contrary contained herein, in the event that
substantial completion by Landlord of such repair and restoration
work is delayed by reason of any delays caused or occasioned by
Tenant, its agents, servants, employees, architects, engineers,
servants, contractors or subcontractors, then Tenant (in addition
to paying the costs and damages Landlord may sustain by reason
thereof) agrees that substantial completion by Landlord of such
repair and restoration work shall be deemed to have occurred on
the date on which substantial completion of such work would have
occurred had not the completion of such work been so delayed by
Tenant, et al.

     (c) If 488 MAIN shall be so damaged or destroyed by fire or
other cause (whether or not the Leased Premises are damaged or
destroyed) as to require a reasonably estimated expenditure made
by Landlord or a reputable contractor designated by Landlord of
more than fifty percent (50%) of the full insurable value of the
Building immediately prior to the casualty (or ten percent (10%)
if such casualty occurs during the last two years of the Term)
then Landlord may terminate this Lease by giving Tenant notice to
such effect within twenty (20) days after the date of the casualty
and upon such notice this Lease and the estate hereby granted,
whether or not the Term shall have theretofore commenced, shall
terminate as if that date was the Termination Date.

     (d) In case of any damage or destruction mentioned in this
Article which Landlord is required to repair and restore, if (i)
more than fifty percent (50%) of the rentable square footage of
the Leased Premises shall be damaged or destroyed and rendered
untenantable or inaccessible, or (ii) Tenant's main computer room
is damaged or destroyed and rendered unusable (a "Substantial
Casualty") and, in the reasonable good faith opinion (the
"Estimate") of an independent licensed architect or engineer
selected by Landlord having at least five (5) years' experience in
such matters, the repair and restoration required to be performed
by Landlord pursuant to this Article cannot be substantially
completed within four (4) months after such fire or casualty then
Tenant shall be entitled to terminate this Lease on thirty (30)
days' notice to Landlord given within fifteen (15) days after
receipt of the Estimate, and upon delivery of such notice and the
expiration of such 30-day period, this Lease and the Term shall
expire as fully and completely as if such date were the date set
forth above for the termination of this Lease and Tenant shall
forthwith quit, surrender and vacate the Leased Premises in
accordance with the provisions of this Lease. The Estimate shall
set forth the date by which it is reasonably estimated that the
repair and restoration required to be performed by Landlord
pursuant to this Article will be completed and the Estimate shall
be provided by Landlord to Tenant within twenty (20) days after
such fire or casualty.


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     (e) Except for the rent abatements expressly provided for in
this Lease Agreement, no damages, compensation or claim shall be
payable by Landlord for inconvenience, loss of business or
annoyance arising from any repair or restoration of any portion of
the Leased Premises or of 488 MAIN arising from damage or
destruction caused by fire or other casualty and Landlord shall
not be required to do any such repair or restoration except on
business days from 9:00 A.M. to 5:00 P.M.

     (f) Landlord is not obligated to carry separate insurance any
kind on Tenant's property, and, except as provided by law, shall
not be obligated to repair any damage thereto or replace or clean
the same, or any decorations, installations, equipment or fixtures
installed by or for Tenant at Tenant's expense.

     (g) The provisions of this Article shall be considered an
express agreement governing any cause of damage or destruction of
the Leased Premises by fire or other casualty and any law
providing for such a contingency now or hereinafter erected shall
have no application in such case.

                       13. Eminent Domain

     (a) If any part of 488 MAIN be taken by any public authority
under the power of eminent domain so as to render the remainder of
488 MAIN completely unable to be used as an office building, then
either party, at its option, may terminate this Lease on sixty
(60) days written notice to other, given within ninety (90) days
after the date of such taking.

     (b) All damages awarded for such taking shall belong to and
be the property of the Landlord, whether such damages shall be
awarded as compensation for diminution in the value of the
leasehold or the fee, except that Tenant shall be entitled to
receive and retain the amount specifically awarded to it for the
taking of its fixtures and its leasehold improvements which have
not become a part of the realty, and its moving expenses. It is
understood that in the event of the termination of this Lease
pursuant to this Paragraph because of the taking by eminent
domain, Tenant shall have no claim against the Landlord for the
value of any unexpired term of its Lease and no right or claim to
any part of the award on account thereof and Tenant hereby waives
each such claim or right. Notwithstanding the foregoing, if there
is a taking hereunder, Tenant shall be entitled to receive out of
the award (or, if allowed by applicable law or rule to appear,
claim, and prove in the condemnation proceeding), any amount
specifically allocated to it by the condemning authority or the
courts: (1) the unamortized value over the term of this Lease of
Tenant's property and its improvements and alterations to the
Building, provided the same shall have been installed by or at
Tenant's expense but regardless of whether Tenant's property or
the improvements and alterations might be considered by law or
otherwise as a part of the Building or shall be or become
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Landlord's property under the provisions of this Lease Agreement;
(2) the value of Tenant's fixtures that are damaged, destroyed or
taken hereunder; (3) the cost of relocation; and (4) special
awards or allowances paid to tenants when their rental space is
taken by eminent domain.

                      14. Default by Tenant

     This Lease Agreement is subject to the limitation that if, at
any time, any one or more of the following events (herein called
an "event of default") shall occur, then Landlord, in addition to
the other rights and remedies it may have, shall have the right
immediately to declare this Lease terminated and all of the right,
title and interest of the Tenant hereunder shall wholly cease and
expire upon receipt by Tenant of a Notice of Termination from
Landlord. Tenant shall then immediately quit and surrender the
Leased Premises to Landlord but Tenant shall remain liable to
Landlord as hereinafter provided. The events of default are:

     (a) If Tenant shall make an assignment for the benefit of its
creditors; or

     (b) If the leasehold estate hereby created in Tenant shall be
taken by attachment, execution or by other process of law, and
same is not released within ninety (90) days; or

     (c) If any petition shall be filed against Tenant in any
court, whether or not pursuant to any statute of the United States
or of any State, in any bankruptcy, reorganization, composition,
extension, arrangement or insolvency proceedings, and Tenant shall
thereafter be adjudicated bankrupt, or such petition shall be
approved by the Court, or the Court shall assume jurisdiction of
the subject matter and if such proceeding shall not be dismissed
within one hundred and twenty (120) days after the institution of
the same, or if any such petition shall be so filed by Tenant; or

     (d) If, in any proceeding, a receiver or trustee be appointed
for Tenant's property and such receivership or trusteeship shall
not be vacated or set aside within one hundred and twenty (120)
days after the appointment of such receiver or trustee; or

     (e) If Tenant shall fail to pay any installment of Rent and
such failure shall continue for ten (10) days after Landlord has
given Tenant written notice of same.

     (f) If Tenant shall fail to pay any installment of Real
Estate Tax Increase or Operating Expenses Increase or electrical
charges as may be due to the utility company providing same to the
Leased Premises, or any part thereof, when the same shall become
due and payable, and such failure shall continue for twenty (20)
days after Landlord has given Tenant written notice of same.

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     (g) If Tenant shall fail to pay any other charge required to
be paid by Tenant under this Lease Agreement and such failure
shall continue for thirty (30) days after Landlord has given
written notice of same.

     (h) If Tenant shall fail to perform or observe any other
requirement, condition, covenant or agreement of this Lease
Agreement on the part of Tenant to be performed or observed and
such failure shall continue for thirty (30) days after Landlord
has given Tenant written notice of same.

                     15. Landlord's Remedies

     (a) If this Lease shall be terminated as provided in
Paragraph 14, Landlord or Landlord's agents or employees may by
any suitable action or proceeding at law, repossess the Leased
Premises, together with all alterations, additions and
improvements thereto. In the event of such re-entry and
repossession, Landlord may store Tenant's property in a public
warehouse or elsewhere at the cost and for the account of Tenant.

     (b) In case of any such termination, re-entry or dispossess
by summary proceedings or otherwise, all rents and other charges
required to be paid up to the time of such termination, re-entry
or dispossess, shall be paid by Tenant and Tenant shall also pay
to Landlord all reasonable expenses which Landlord may then or
thereafter incur for legal expenses and brokerage commissions and
all other reasonable costs paid or incurred by Landlord in
repossessing the Leased Premises, restoring the Leased Premises to
order and condition necessary to relet same, for reletting, and
for any other reasonable item or cost which Landlord incurs as a
result of Tenant's event of default, excluding, however, the
excess amount of the costs of fit-up to a new tenant over the
amount necessary to prepare the Leased Premises to substantially
the condition as exists as of the date of this Lease Agreement.

     (c) In addition to any amounts due under subparagraph (b)
above, if the Lease be terminated as described above, Tenant
nevertheless covenants and agrees, notwithstanding any entry or
reentry by Landlord whether by summary proceedings, termination or
otherwise, to pay and be liable for on the days originally fixed
herein for the payment thereof, amounts equal to the several
installments of Rent, Real Estate Tax Increase and Operating
Expense Increase and other charges due under the terms of this
Lease Agreement, as if this Lease had not been terminated; but in
the event the Leased Premises be relet by the Landlord, Tenant
shall be entitled to a credit (but not in excess of the Rent or
other charges reserved under the terms of this Lease Agreement) of
the net amount of Rent received by Landlord after deduction by
Landlord of all reasonable expenses and costs incurred by it with
respect to such reletting. Suit or suits for the recovery of the
deficiency of damages referred to in this paragraph or for any
installment or installments of Rent or Real Estate Tax Increase or
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Operating Expense Increase hereunder, or for a sum equal to any
such installment or installments, may be brought by Landlord at
once or from time to time at Landlord's election, and nothing in
this Lease shall be deemed to require Landlord to await the date
whereon this Lease or the term hereof would have expired had there
been no such default by Tenant or no such cancellation or
termination.

     (d) No failure by Landlord to insist upon the strict
performance of any covenant, agreement, term or condition of this
Lease Agreement or to exercise any right or remedy consequent upon
breach thereof, and no acceptance of full or partial rent during
the continuance of any such breach, shall constitute a waiver of
any such breach or of such covenant, agreement, term or condition.
No waiver of any breach shall affect or alter this Lease
Agreement, but each and every covenant, agreement, term and
condition of this Lease Agreement shall continue in full force and
effect with respect to any other then existing or subsequent
breach thereof.

     (e) Landlord will make commercially-reasonable attempts to
mitigate damages by attempting to relet the Leased Premises.

     (f) Each right and remedy of Landlord provided for in this
Lease Agreement shall be cumulative and shall be in addition to
every other right or remedy provided for in this Lease or now or
hereafter existing at law or in equity, by statute or otherwise.

                      16. Mechanic's Liens

     (a) Tenant agrees not to perform or cause to be performed any
work on the Leased Premises or 488 MAIN without first obtaining
mechanics lien waivers from any and all contractors,
subcontractors, suppliers, materialmen or other person or entities
providing materials or services to the Property. Tenant shall
provide Landlord with copies of all mechanics lien waivers prior
to the commencement of any such work.

     (b) Tenant agrees to pay when due or to bond out all sums of
money that may become due for any labor, services, materials,
supplies or equipment alleged to have been furnished to or for
Tenant in, upon or about the Leased Premises or any other part of
488 MAIN, excepting, however, when the mechanic's lien is filed by
a contractor, subcontractor, materialman or laborer of Landlord.
Except as aforesaid, if any mechanic's lien is filed against the
Leased Premises, Building or 488 MAIN, for work claimed to have
been done for, or materials furnished to Tenant, the same shall be
discharged or bonded by Tenant within sixty (60) days thereafter.

     (c) If Tenant shall fail to vacate or release such lien in
the manner and within the time period aforesaid, then, in addition
to any other right or remedy of Landlord resulting from Tenant's
said default, Landlord may, but shall not be obligated to, vacate
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or release the same either by paying the amount claimed to be due
or by procuring the release of such lien by giving security or in
such other manner as may be prescribed by law. Tenant shall repay
to Landlord, within ten days of demand, all sums reasonably
disbursed or deposited by Landlord pursuant to the foregoing
provisions of this Paragraph 16, including Landlord's cost and
expenses and reasonable attorney's fees incurred in connection
therewith. Nothing contained herein shall imply any consent or
agreement on the part of Landlord or any mortgagee to subject
their respective estates or interest to liability under any
mechanic's or other lien law, whether or not the performance or
the furnishing of such work, labor, services or materials to
Tenant or anyone occupying the Leased Premises, or any part
thereof, through or under Tenant, shall have been consented to by
Landlord or any of such parties.

                   17. Assignment and Sublease

     (a) Tenant shall not assign this Lease or sublease the Leased
Premises, or any part thereof, or mortgage, pledge or hypothecate
its leasehold interest or any part thereof, whether by operation
of law or otherwise, without the prior written consent of the
Landlord, such consent not to be unreasonably withheld. In
addition, any assignment or subletting shall be subject to the
following conditions:

          (1) Tenant shall, at the time of any proposed assignment
     or subletting, be in compliance in all material respects with
     all terms, covenants, and conditions of this Lease Agreement,
     and

          (2) In the event of either an assignment or subletting,
     Tenant shall until the end of the Lease Term remain primarily
     obligated to Landlord to perform and comply with all the
     covenants and agreements hereof, such obligation of Tenant to
     be primary and not secondary, such that Landlord shall have
     the right to enforce the provisions of this Lease Agreement
     directly against Tenant and/or any other person, it being
     specifically understood by Tenant that in no event shall
     Landlord's consent to an assignment or subletting release
     Tenant from any of its obligations under the herein Lease
     Agreement, and

          (3) In the event of any termination of this Lease
     Agreement, whether by expiration, forfeiture, cancellation,
     surrender or any other termination, all subleases shall, at
     the option of Landlord, terminate and any dispossession of
     Tenant shall, at the option of Landlord, automatically
     dispossess all subtenants. Landlord shall not be bound by any
     agreement, term, covenant, or condition contained in any
     sublease, irrespective of whether Landlord has notice
     thereof, and

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          (4) If any part of the Leased Premises is sublet, or is
     occupied by other than the Tenant, Landlord may, at its
     option, after default by Tenant, collect rent from any
     subtenant or occupant, and apply the net amount collected to
     the rent reserved herein, but such collection shall not be a
     waiver of any agreement, term, covenant, or condition of this
     Lease Agreement, or a release by Landlord of Tenant, or the
     acceptance by the Landlord of any subtenant or occupant as
     Tenant.

     (b) In the event that the Landlord does approve an assignment
by the Tenant, then the Tenant shall remit to the Landlord any sum
of money or other consideration which the Tenant actually receives
for the assignment. In the event that the Landlord does approve a
subletting by the Tenant, then the Tenant shall remit to the
Landlord any sum of money or other consideration which the Tenant
actually receives in excess of the rent/square foot being paid by
the Tenant to the Landlord.

     (c) Notwithstanding anything to the contrary contained
elsewhere in this Lease Agreement, Tenant shall not require
Landlord's consent (and Landlord hereby permits Tenant) to at any
time during the term of this Lease Agreement assign or sublet some
or all of the Leased Premises to Lamaze Publishing Company, Inc.
and/or The Newborn Channel, L.P., in which event Landlord shall
not be entitled to any amounts under paragraph (b) of this Section
17.

                      18. Security Deposit

     (a) Tenant, upon execution of this Lease, shall deposit with
Landlord the sum of One Hundred Thousand ($100,000) Dollars which
sum shall constitute a security deposit (but not a limit on the
extent of the Tenant's liability in the event of its default
hereunder) for the performance by Tenant of all its obligations,
monetary and otherwise, under this Lease Agreement. Seventy-Five
Thousand ($75,000) Dollars of said security deposit shall be
returned to Tenant within five (5) days of Tenant displaying to
Landlord receipts for not less than One Hundred Thousand
($100,000) Dollars having been spent toward improvements of the
Leased Premises. In the event that the said Seventy-Five Thousand
($75,000) Dollars has been returned to Tenant, then Landlord shall
hold the remaining Twenty-Five Thousand ($25,000) Dollars as a
security deposit for the term of the Lease.

     (b) Notwithstanding anything to the contrary in subparagraph
(a) hereof, in the event that the Tenant expends less than Seventy
Five Thousand ($75,000) Dollars toward improvements of the Leased
Premises, then Landlord shall return to Tenant only so much of the
security deposit as shall equal 75% of the amount actually
expended. For example, if the Tenant shall only expend Fifty
Thousand ($50,000) Dollars toward improvements of the Leased
Premises, then Landlord shall return Thirty-Seven Thousand Five
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Hundred ($37,500) Dollars of the security deposit to Tenant and
shall retain the balance as described herein.

     (c) The balance of said security, or part thereof, as the
case may be, shall be returned to Tenant within ten (10) days of
Tenant vacating the Leased Premises and having performed all
obligations required of it under this Lease Agreement, and with
interest calculated at 4%/year. In the event of a sale of 488
MAIN, Landlord shall have the right to transfer the security to
the purchaser, provided that the purchaser agrees to hold the
security in accordance with the terms hereof. Upon such transfer,
the purchaser shall thereupon become liable to the Tenant and
Landlord shall thereupon be relieved by Tenant from all liability
for the return of such security.

     (d) Notwithstanding anything to the contrary herein, it is
specifically stated and agreed that the herein security deposit
shall in no event constitute the full extent of or limit on
Tenant's liability to Landlord in the event of Tenant's default
hereunder.

                         19. Attornment

     Tenant shall attorn and recognize the purchase or assignment
of Landlord's interest in 488 MAIN, for the balance then remaining
of the Lease Term, and Tenant agrees to execute and deliver such
instruments confirming such attornment as may be requested by
Landlord, its successor or assignee. As to any mortgage now or
hereafter placed against 488 MAIN the Tenant agrees that in the
event the lender of said mortgage exercises its remedies over 488
MAIN by foreclosure or otherwise, the Tenant, upon request of the
lender or other party succeeding to the interest of the lender,
will attorn to the interest of the lender and in the event that
the lender takes title to 488 MAIN by foreclosure or otherwise,
then the lender may sell said 488 MAIN and the Tenant shall attorn
to and recognize the lender's purchaser as the landlord hereunder.
If requested by lender or its successor in interest, the Tenant
shall deliver an instrument confirming said attornment.

                        20. Subordination

     (a) This Lease Agreement shall be subordinate and subject to
any ground or underlying leases and to any mortgages now or
hereafter placed on 488 MAIN, and to all renewals, modifications
or replacements thereof; provided, however, that with respect to
any said ground lease or underlying lease and/or mortgage,
Landlord shall obtain from said ground lessor or underlying lessor
or mortgagee, a standard form Non-Disturbance Agreement which
shall reasonably protect Tenant's rights under the herein Lease
Agreement in the event of a default by Landlord of said ground or
underlying lease or mortgage. The Non-Disturbance Agreement shall
provide that so long as this Lease shall be in full force and
effect: (1) Tenant shall not be joined as a defendant in any
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proceeding which may be instituted to terminate or enforce the
ground or underlying lease or to foreclose or enforce the
mortgage; and (2) Tenant's possession and use of the Leased
Premises in accordance with the provisions of this Lease Agreement
shall not be disturbed by reason of the subordination to or any
modification of or default under the ground or underlying lease or
mortgage.

     (b) Although no instrument or act on the part of Tenant shall
be necessary to effectuate the herein described subordination,
Tenant will, nevertheless, execute and deliver such further
instruments confirming such subordination of this Lease as may be
desired by the holders of such mortgages or by any of the lessors
under such ground or underlying leases. Tenant hereby appoints
Landlord its attorney in fact, irrevocably, to execute and deliver
any such instrument for Tenant. If any prospective mortgagee of
the land, Building or any leasehold interest therein requires, as
a condition precedent to issuing its loan, the modification of
this Lease Agreement in such manner as does not materially lessen
any of Tenant's rights or increase any of its obligations
hereunder, Tenant shall not delay or withhold its consent to such
modification and shall execute and deliver such confirming
documents therefor as such mortgagee requires.

                          21. Holdover

     Should Tenant continue to occupy the Leased Premises after
the expiration of this Lease, such tenancy shall be a tenancy from
month-to-month which may be cancelled by Landlord at any time and
with thirty (30) days notice and Tenant's holdover shall not
entitle it to any lease rights and during the said holdover
period, Tenant shall pay to Landlord monthly rent of 1/12 of 200%
of the annual Rent due hereunder as of the time the holdover
commences, as well as all other charges described herein.

           22. Certificates and Financial Information

     Within fifteen (15) days after request by Landlord, Tenant
from time to time and without charge shall deliver to Landlord:

     (a) A certificate as follows:

          (1) that this Lease Agreement is unmodified and in full
     force and effect, or if there has been any modification, that
     the same is in full force and effect, as modified, and
     identifying the date and nature of any such modification; and

          (2) whether Tenant knows or does not know, as the case
     may be, of any default by Landlord in the performance by
     Landlord of the terms, covenants and conditions of this Lease
     Agreement, and specifying the nature of such defaults, if
     any; and

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          (3) whether or not there are, to Tenant's knowledge, any
     then existing set-offs or defenses by Tenant to the
     enforcement thereof, and if so, specifying; and

          (4) the dates to which the Rent, Real Estate Tax
     Increase and Operating Expense Increase have been paid; and

          (5) any other information concerning this Lease
     Agreement reasonably requested by Landlord or a current or
     prospective lender of Landlord.

     (b) Such financial information about Tenant as Landlord shall
request including, but not limited to, a Balance Statement, a
Profit and Loss Statement, tax returns and such other information
as Landlord shall reasonably request. Landlord may display said
information to its lender(s) and to prospective lenders and/or
purchasers of 488 MAIN.

                       23. Right of Entry

     The Landlord shall have the right to enter the Leased
Premises at any time during normal business hours after reasonable
notice to Tenant for any reasonable purpose whatsoever, including
but not limited to, displaying the Leased Premises to prospective
investors, tenants, buyers, and lenders. The Landlord shall have
the right to enter the Leased Premises at any time in the event of
a bona fide emergency.

                           24. Notices

     Any notice, demand or request required or agreed to be given
under the Lease Agreement by either party shall be sufficiently
given when mailed by certified mail, return receipt requested
addressed to the party to be notified as follows:

To Landlord:   James Randel
               274 Riverside Associates, L.L.C.
               175 Post Road West
               Westport, Connecticut 06880

To Tenant:     W. W. Erdman
               Electronic Retailing Systems International, Inc.
               488 Main Avenue
               Norwalk, Connecticut 06851

or any other such address as Landlord or Tenant may from time to
time designate in writing. Notice shall be deemed given when
postmarked.

                             25. N/A

                             26. N/A
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                     27. No Representations

     Except as otherwise specifically provided herein, neither
Landlord nor Landlord's agents have made any representation,
warranty or promise with respect to the Leased Premises or the
Building, the use that may be made of them or their suitability
for Tenant's purposes, except as herein expressly set forth.

                          28. Occupancy

     Landlord reserves the right to establish reasonable rules and
regulations with regard to the occupancy and usage of 488 MAIN,
and Tenant agrees to abide by all such rules and regulations,
provided that any such rules and regulations shall be in
conformity with common practice and usage in similar buildings,
are not inconsistent with the provisions of this Lease and apply
to all tenants and occupants of 488 MAIN and provided further that
a copy thereof is received by Tenant. Landlord shall (a) not
discriminate against Tenant in enforcing the Rules and
Regulations; (b) not unreasonably withhold or delay its consent to
any approval required by Tenant under the rules and regulations;
and (c) exercise its judgment in good faith in any instance when
the exercise of Landlord's judgment under the Rules and
Regulations is required. Landlord shall use its best efforts to
obtain compliance with the rules and regulations by all tenants
and other occupants within 488 MAIN, but Landlord may permit
reasonable waivers so long as such waivers do not unreasonably
interfere with or materially and adversely affect Tenant in the
conduct of its business in the Leased Premises or violate any
rights granted to Tenant under this Lease Agreement. If there is
a conflict between or ambiguity created by the provisions of this
Lease Agreement and rules and regulations published pursuant to
this Article, the provisions of this Lease Agreement shall control
and be binding on the parties hereto.

                   29. Successors and Assigns

     This Agreement is binding on the parties, their heirs,
successors and assigns, except as otherwise provided herein.

                   30. Consent to Jurisdiction

     This Agreement shall be deemed to have been made in the State
of Connecticut, and shall be interpreted, and the rights and
liability of the parties here determined, in accordance with the
laws of that State and as part of the consideration for the
Landlord's executing this Lease, Tenant hereby agrees that all
actions or proceedings arising directly or indirectly from this
Lease Agreement shall be litigated only in the courts of the State
of Connecticut and Tenant hereby consents to the jurisdiction of
any court located within Connecticut.


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                          31. Brokerage

     Tenant represents that it dealt with no brokers in connection
with this Lease Agreement except CB Commercial Real Estate
Services and Rostenberg-Doern/ESG. Landlord shall be responsible
for paying the brokerage commission which may be due, if any, with
respect to the herein transaction.

                      32. Entire Agreement

     This Lease Agreement contains the entire agreement between
the parties and it may not be changed orally or by any agreement
between the parties unless in writing, signed and acknowledged by
the parties or their successors.

                       33. Notice of Lease

     Neither Tenant nor Landlord shall record this Lease
Agreement, but Tenant and Landlord agree to execute a Notice of
Lease drawn in accordance with the statutes of the State of
Connecticut and to permit either party to file such Notice of
Lease.

                          34. No Offset

     In the event that the Tenant believes that the Landlord is
not providing services as required hereunder or, is in some other
way in default of the herein Lease Agreement, it shall institute
a separate action against the Landlord and hereby waives any
rights it may have to offset Rent as is due and payable monthly
hereunder. In addition, the Tenant hereby waives any rights it may
have to counterclaim against a summary process action by the
Landlord and/or to set up as a defense any alleged breach of the
herein Lease Agreement by the Landlord.

                    35. Right of First Offer

     Prior to leasing any other space in the Building, Landlord
shall first offer said space to Tenant for the remainder of the
Lease Term. The terms and conditions at which this space is
offered to Tenant shall be in accord with what Landlord may be
receiving or may be able to receive for comparable space in the
Building. Tenant shall then have twenty days in which to decide
whether it wishes to lease the said space and, if it elects to do
so, Tenant shall sign a Lease Agreement within twenty days
thereafter, said Lease Agreement to be in substantially the same
form as the herein Lease Agreement. In the event, however, that
the Tenant does not give Landlord its decision within the
referenced ten day period, then the herein right of first offer
shall be deemed waived by the Tenant and the Landlord shall
thereafter be free to lease said space to any person or entity of
its selection and shall not have any obligation to Tenant as to
the herein right of first offer except as to any other space which
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it shall lease in the Building. The herein right of first offer
shall not apply to any space as to which a tenant presently in the
Building may have a right to lease.

                     36. Termination Rights

     (a) The Tenant shall have the following rights to terminate
the herein Lease Agreement:

          (1) The Tenant may terminate the herein Lease Agreement
     as of July 31, 2002 by: (i) giving Landlord not less than six
     months prior written notice, (ii) by depositing with the
     Landlord at the time it gives said notice a check in the
     amount of $150,000 (which said funds shall be in addition to
     monthly Rent due through July 31, 2002), and (iii) by
     complying with each and every term and condition of the
     herein Lease Agreement through July 31, 2002. In the event
     that the Tenant terminates the Lease Agreement as provided
     herein, then as of July 31, 2002 the rights and obligations
     of the parties to each other shall terminate and the Tenant
     shall vacate the Leased Premises as of July 31, 2002.

          (2) The Tenant may terminate the herein Lease Agreement
     as of July 31, 2004 by: (i) giving Landlord not less than six
     months prior written notice, (ii) by depositing with the
     Landlord at the time it gives said notice a check in the
     amount of $125,000 (which said funds shall be in addition to
     monthly Rent due through July 31, 2004), and (iii) by
     complying with each and every term and condition of the
     herein Lease Agreement through July 31, 2004. In the event
     that the Tenant terminates the Lease Agreement as provided
     herein, then as of July 31, 2004 the rights and obligations
     of the parties to each other shall terminate and the Tenant
     shall vacate the Leased Premises as of July 31, 2004.

     (b) Notwithstanding anything herein to the contrary, in the
event that the Tenant exercises a Right of First Offer as
described in Paragraph 35 to occupy space on the second floor of
the Building, then Tenant's right to terminate said space shall be
as follows:

          (i) Tenant shall have the right to terminate its Lease
     Agreement of said space as of the same dates as described in
     subparagraph (a) above.

          (ii) Tenant shall give Landlord not less than nine (9)
     months prior written notice of its election to terminate said
     space.

          (iii) Tenant shall pay to Landlord as of the date it
     gives said written notice, a termination fee (which shall be
     in addition to Rent due through the remainder of the Term,
     i.e. to either July 31, 2002 or July 31, 2004) which equals
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     the pro rata amount of the rentable square footage which
     Tenant occupies on the second floor times the amount of the
     termination fee described in subparagraph (a) above. For
     example, if Tenant elects to terminate 5,000 square feet
     which it occupies on the second floor than it shall pay a
     termination fee equal to 5,000/17,500 (being the stipulated
     rentable square footage of the second floor) times $150,000
     (should Tenant elect to terminate by July 31, 2002) or
     $125,000 (should Tenant elect to terminate by July 31, 2004).

             37. Landlord's Work to the Common Areas

     Not later than six months after the Commencement Date, the
Landlord shall complete its renovation and upgrade of the main
lobby of and entrance into the Building, and upgrade the elevator
cabs, and shall make such repairs and relines to the parking area
as shall be necessary, and upgrade the landscaping as required
under Section 5(b) hereof.

                             38. N/A

                          39. No Offer

     The herein Lease Agreement is not intended as an offer to
lease by the Landlord and shall not be binding on the Landlord
until such time as signed by a representative of the Landlord and
returned to the Tenant. All negotiations, discussions, and
correspondence to date are acknowledged to be non-binding on
either party and there shall be no contractual agreement between
the parties until the herein document is signed by both parties
and exchanged.

  40. Title; Compliance with Laws; Calculation of Rentable Area

     (a) Landlord represents and warrants as a condition of this
Lease Agreement that it is a contract purchaser of 488 MAIN under
a valid and binding contract of sale entered into with the current
owner of 488 MAIN; that all contingencies under said contract of
sale have been satisfied or waived; that it shall possesses good
marketable fee title to 488 MAIN on or before July 1, 1997,
subject only to Section 40(c); that it is authorized to make this
Lease Agreement for the term aforesaid; that the provisions of
this Lease Agreement do not and will not conflict with or violate
the provisions of existing or future agreements between Landlord
and third parties; that the certificate of occupancy for the third
floor of 488 MAIN allows Tenant to use and enjoy the Leased
Premises and common buildings facilities for the purpose set forth
in this Lease Agreement; that the Leased Premises and common
building facilities and the uses thereof for the purpose specified
in this Lease are, and on the Commencement Date and throughout the
Term of this Lease Agreement will be, in conformity with all
applicable laws and ordinances; and that the Landlord will deliver
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the Leased Premises and Tenant's parking spaces to Tenant, free of
all tenants and occupants and claims thereto.

     (b) Landlord represents and warrants that as of the date
hereof there are no pending or, to the best of its knowledge,
threatened claims, causes of action, lawsuits or judgements
against 488 MAIN or Landlord which may affect title or Tenant's
use of 488 MAIN as herein provided. If any such lawsuit is filed
or threatened, Landlord shall notify Tenant within fifteen (15)
days of Landlord's knowledge thereof.

     (c) Landlord has delivered to Tenant a copy of Landlord's
title insurance commitment for 488 MAIN and represents and
warrants that the commitment is a true and complete copy of the
original; that as of the date hereof there have been no changes
thereto, and that during the term of this Lease Agreement the
title policy to be issued to Landlord will be in full force and
effect.

     (d) Landlord represents and warrants that the rentable square
footage has been calculated based on the measurements of the
attached floor plan and on Tenant's share of the common building
areas.

                           41. Parking

     (a) Throughout the Lease term Landlord shall, at its expense,
provide to the Building not less than 90 parking spaces of which
approximately 50 shall be covered by the Building. Landlord
represents that it is purchasing land adjacent to the Building for
the purpose of providing additional parking to the Building
although the number and location of these spaces shall be entirely
within the Landlord's discretion and, in addition, it is
understood and agreed that Landlord may, at some future date, use
this additional parking to apply for governmental approval to
increase the size of the Building.

     (b) Landlord agrees to assign Tenant one half of the parking
spaces under the Building. In the event that the Landlord assigns
spaces to other tenants in the Building, which are not under the
Building, then Landlord will assign one half of these spaces to
Tenant.

     (c) The Building parking area shall be available for use
twenty-four (24) hours a day, every day of the year during the
term of this Lease Agreement and shall be illuminated when
necessary to maintain a safe environment. Further, Landlord shall,
at its expense, keep and maintain the parking areas in a clean and
safe condition.

     (d) If Tenant, its employees, licensees or guests are not
able to use the parking areas and access ways thereto because of
unauthorized use thereof by others, Landlord shall take whatever
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steps are necessary to end and prevent further unauthorized use
including, if appropriate, posting signs, distributing parking
stickers and towing away unauthorized vehicles.

     (e) In the event that Tenant shall lease additional space in
the Building, the number of parking spaces assigned to Tenant
under the Building (as well as in other parking areas if Landlord
elects to assign these spaces) shall be increased pro rata
according to the proportion of rentable square footage of the
second floor which the Tenant occupies times one half the total
number of spaces which are assigned. For example, should the
Tenant occupy 8,000 rentable square footage on the second floor,
then it shall be entitled to additional parking spaces equal to
one half the total space times 8,000/17,500.

     (f) Landlord shall designate an area of the parking lot for
visitor parking.
                           42.Antenna

     So long as Tenant shall enter an Indemnification and Hold
Harmless Agreement with Landlord, whereby Tenant insures Landlord
that Tenant will be responsible for any and all damage which
Tenant may cause to the roof or other systems or structures of 488
MAIN, then, subject to Landlord's approval as described below,
Tenant shall have the right to install, and once install, modify
a microwave, satellite or other antenna communications system on
the roof of 488 MAIN for use in connection with Tenant's business.
Tenant shall furnish detailed plans and specifications for the
system (or modification) to Landlord for approval, which approval
shall not be unreasonably withheld or delayed. Upon approval, the
system shall be installed, at Tenant's expense. Tenant is hereby
granted such easements and licenses for (a) use of any Building
shafts and other Common Building Facilities required to install
the electrical or communication wiring, (b) access to the roof at
all reasonable times and in emergencies, and (c) use of a mutually
agreed upon area of the roof to install and operate the system.
Tenant shall be responsible for procuring whatever licenses or
permits may be required from third persons for the use or
operation of the system, and Landlord makes no warranties or
representations as to the permissibility of the system under
applicable Laws. The system shall not constitute a nuisance or
unreasonably interfere with the operations of Landlord or other
tenants occupying the Project. Landlord agrees that its consent to
additional such systems on the Roof, by other tenants, will take
into account the possibility of interference with the Tenant's
system.

                        43. Miscellaneous

     (a) No remedy or election given by any provision in the Lease
shall be deemed exclusive unless so indicated, but each shall,
whenever possible, be cumulative in addition to all other remedies
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at law or in equity which either party may have arising out of an
event of default of the other party.

     (b) Whenever Landlord's consent or approval is required under
this Lease, such consent or approval shall not be unreasonably
withheld or delayed.

     (c) If Landlord shall default in the observance or
performance of any term or covenant on Landlord's part to be
observed or performed under any of the terms or provisions of this
Lease, then Tenant shall have the right to remedy such default for
the account of Landlord, immediately and without notice in case of
emergency, or in any non-emergency case if Landlord shall fail to
remedy such default within twenty (20) days after Tenant has
notified Landlord in writing of such default or, in the case of a
default which cannot with due diligence be cured within a period
of twenty days, Landlord shall not have duly instituted within
said twenty (20) day period, and thereafter diligently and
continuously prosecuted to completion, all steps necessary to
remedy the same and, if Tenant, in performing the steps herein
described makes any expenditures or incurs any obligations for the
payment of money in connection with such default, including
without limitation, reasonable attorneys' fees in instituting,
prosecuting or defending any action or proceeding, such sums paid
or obligations incurred, with interest from the date paid or
incurred, shall be paid by Landlord to Tenant within fifteen (15)
business days after rendition of a bill to Landlord therefor.

     (d) This Lease Agreement may be signed in counterparts which,
taken together, shall constitute one document which will become
binding when counterparts are executed and which shall in total
contain the signatures of Landlord and Tenant.

This Lease Agreement has been executed as follows:

Landlord:

s/Jim Randel
--------------------------
488 Main Avenue Associates, LLC
By: Jim Randel
Its: Manager

Tenant:

s/William W. Erdman
--------------------------
Electronic Retailing Systems
 International, Inc.
By: William W. Erdman
Its: Executive Vice President


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COUNTY OF FAIRFIELD   )
                      ) ss.: WESTPORT
STATE OF CONNECTICUT  )

     Personally appeared James Randel this 30th day of May, 1997,
who swore that he is the Manager of the 488 Main Avenue
Associates, LLC and that his signature hereon is his free act and
deed and that of the 488 Main Avenue Associates, LLC, before me,


                                   s/Joyce E. Mahoney
                                   -----------------------------
                                   Notary Public



COUNTY OF FAIRFIELD   )
                      )  ss.: WILTON
STATE OF CONNECTICUT  )


     Personally appeared William W. Erdman this 30th day of May,
1997, who swore that he is the Executive V.P. of Electronic
Retailing Systems International, Inc. and this his signature
hereon is made with the full authority of the Board of Directors
and that it is his free act and deed and that of the said
corporation, before me,

                                   s/Elizabeth A. Cappadona
                                   -----------------------------
                                   Notary Public



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EXHIBIT A -- CLEANING SPECIFICATIONS FOR COMMON AREAS (LOBBY,
ELEVATORS AND PARKING AREAS):

DAILY (M - F):

o    Sweep, damp mop or vacuum, as appropriate, the floor areas;
     remove materials such as gum and tar which has adhered to the
     floor.

o    Empty and damp wipe all ashtrays, waste baskets and
     containers and remove all trash.

o    Damp wipe all telephones, smudges, smears on glass areas or
     wall areas.

o    Damp wipe elevator landing doors.

o    Clean all baseboards.

WEEKLY:

o    Wash glass in building directory, entrance doors and frames
     and show windows, both sides.

o    Remove all litter from the parking area and grounds.

O    Sweep all stairway areas.

MONTHLY:

o    Scrub and recondition resilient floor areas using buffable
     non-slip type floor finish.

o    Vacuum all ceiling and wall air supply and exhaust diffusers
     or grills.

o    Clean all area roof drains.

o    Wash all interior glass, both sides.

o    Wash all stairwell landings and treads.

SEMI-ANNUALLY:

o    Wash both sides of all building exterior glass.

ANNUALLY:

o    Wash all light fixtures.

o    Wash all interior walls/pressure wash all exterior walls.


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               AMENDMENT NO. 1 TO LEASE AGREEMENT

     WHEREAS, 488 Main Avenue Associates, L.L.C. a Connecticut
Limited Liability Company with an address of P.0. Box 2870,
Westport, Connecticut 06880 (hereafter "Landlord") and Electronic
Retailing Systems International, Inc. a Delaware corporation with
an address of 488 Main Avenue, Norwalk, Connecticut 06851
(hereafter "Tenant") are the parties to a Lease Agreement dated
May 30, 1997 (the "Lease Agreement") for a portion of the Building
located at 488 Main Avenue, Norwalk, Connecticut; and

     WHEREAS, the Landlord and Tenant wish to amend the said Lease
Agreement, according to the terms and conditions of this
Amendment, in order to increase the size of the Leased Premises;

IT IS HEREBY AGREED:

     1. That it is the intent of this Amendment No. 1 to Lease
Agreement to increase the size of the Leased Premises
progressively as Tenant rents additional space on the second floor
of the Building, the three areas being denoted as Area #1, Area #2
and Area #3 on the floor plan attached hereto as Exhibit B. Tenant
agrees herein that it will eventually rent all of the second floor
of the Building except the spaces now occupied by PSI and by Allan
Davis Companies (unless, however, Landlord does not deliver the
said Areas within the time frames provided for in the attached
Exhibits and the Tenant elects not to lease said Areas as
permitted in the said Exhibits) and that as the Tenant rents
additional space from the Landlord on the second floor of the
Building, pursuant to the schedule provided herein, the Rent to be
paid by the Tenant to the Landlord shall increase in the
increments as indicated in Exhibits C, D and E attached hereto. By
way of example, when the Tenant rents the Expressway and Safe
Harbor spaces indicated on Exhibit B (Area #1) it shall pay Rent
to Landlord equal to the total of the Rent indicated in Paragraph
4 of the Lease Agreement plus the Rent indicated in Exhibit C
attached hereto. And, by way of further example, when the Tenant
rents all of the spaces on the second floor referenced as Areas
#1, #2 and #3 on Exhibit B, it shall pay Rent to Landlord equal to
the total of the Rent indicated in Paragraph 4 of the Lease
Agreement plus the Rent indicated in Exhibit C, plus the Rent
indicated in Exhibit D and plus the Rent indicated in Exhibit E.

     In addition, upon renting space on the second floor of the
Building Tenant shall pay to Landlord a "Utility Charge" as
referenced in new Paragraph l(e)(2). The Utility Charge which
Tenant shall pay shall increase as Tenant rents additional space
from the Landlord on the second floor of the Building and the
Utility Charge shall increase in the increments as indicated in
Exhibits C and D. By way of example, when the Tenant rents the
Expressway and Safe Harbor spaces indicated on Exhibit B (Area #1)
it shall pay the Utility Charge indicated in Exhibit C. By way of
further example, when the Tenant subsequently rents the ABC space 
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indicated on Exhibit B (Area #2), it shall pay the total of the
Utility Charge indicated in Exhibit C plus the Utility Charge
indicated in Exhibit D. It is further the intent of this Agreement
that the Landlord shall separately meter the portion of the second
floor of the Building leased by Tenant for the measurement of
electricity consumed by the Tenant and that the Landlord shall
complete this separate metering on or before January 1, 1998 and
that thereafter the Tenant shall pay for the electricity consumed
by it directly to the utility company providing same, after which
time the Tenant shall no longer pay the Utility Charge to the
Landlord.

     2. That Paragraph l(a) of the Lease Agreement is hereby
deleted in its entirety and the following substituted in its
place:

     (a) Landlord leases to Tenant and Tenant hereby rents from
     Landlord premises being the entire third floor and portions
     of the second floor of a building (the "Building") located at
     488 Main Avenue, Norwalk, Connecticut (the Land and Building
     being hereinafter referred to as "488 MAIN"). The portions of
     the second floor being leased by Tenant are specifically
     described in Paragraph l(e) below. The premises to be leased
     on the third floor of the Building is stipulated to be 17,500
     rentable square feet.

     3. That Paragraph 1 of the Lease Agreement is hereby amended
by adding the following subparagraph (e):

     (e)(1) Tenant shall lease portions of the second floor of the
     Building, which spaces are shown on the attached Exhibit B.
     Landlord shall deliver portions of such space on the second
     floor of the Building to Tenant, as indicated below, at
     various times. In each instance, the definition of the
     "Leased Premises" shall be amended to include the additional
     space on the second floor of the Building being leased by the
     Tenant. In addition, each time the Leased Premises is
     expanded to include the additional spaces on the second floor
     of the Building (referred to as Areas #1 and #2 on Exhibit B
     attached hereto), the Utility Charge (as defined below),
     shall be increased to include Areas #1 and #2 of the second
     floor being rented by Tenant.

     (e)(2)(i) The Tenant shall be responsible for the cost of all
     utilities which it consumes at those spaces on the second
     floor which are added to the Leased Premises as referenced
     herein. The Utility Charge shall include all utilities
     provided to Areas #1 and #2 of the second floor of the
     Building then being rented by the Tenant, it being the intent
     of this Lease Agreement that the Tenant shall pay for all
     utilities provided to the portions of the second floor of the
     Building then being rented by the Tenant, including all heat
     and air-conditioning, but excluding water which shall be an
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<PAGE>
     operating expense of the property. Since the spaces on the
     second floor which become part of the Leased Premises are not
     presently separately metered, the parties hereto agree that
     through December 31, 1997, the Utility Charge shall
     approximate the cost of the electricity consumed by the
     Tenant (while occupying Areas #1 and #2 prior to December 31,
     1997) and that thereafter the Tenant shall pay for the
     electricity which it consumes directly to the utility company
     providing same, and that not later than January 1, 1998, the
     Landlord shall take steps to provide for a separate metering
     of all second floor spaces which are or to be leased by the
     Tenant (Area #1, Area #2 and Area #3) and Tenant shall put
     into its name the electric meters which measure these said
     areas, and Tenant shall thereafter pay the utility company
     directly.

     (e)(2)(ii) It is understood and agreed that the Utility
     Charge as noted on Exhibits C and D is an estimate which will
     be adjusted as of December 31, 1997, based on actual electric
     charges for the second floor and with Tenant's share thereof
     being calculated on a pro rata basis (based on the amount of
     rentable square feet of the second floor of the Building
     which Tenant rented during the period July 1, 1997 - December
     31, 1997 divided by total rentable square feet of 17,500). In
     the event that the aggregate amount of the Utility Charge
     paid by Tenant during the period July 1, 1997 - December 31,
     1997 is greater than the actual electric charges incurred by
     Tenant for this period, then the Landlord shall remit any
     excess to Tenant, if any, by February 1, 1998.

     (e)(2)(iii) It is understood and agreed that as the area
     separately metered for electric by the Landlord may include
     space on the second floor of the Building which is occupied
     by one other tenant, PSI. Landlord represents that it is
     currently collecting $80/month from PSI for electric charges
     and that during the period when Tenant is paying for the
     electricity consumed in an area which includes the PSI space,
     then Landlord will remit said $80/month (as well as any
     additional money, if any, which Landlord collects from PSI
     for electricity charges during the period that Tenant is
     paying the electricity for space on the second floor of the
     Building occupied by PSI) to Tenant.

     (e)(3) As of the Commencement Date, Landlord shall deliver to
     Tenant the two spaces denoted on Exhibit B as "Expressway"
     and "Safe Harbor" (Area #1), which spaces Landlord shall
     deliver to Tenant in "as is" condition, and Tenant accepts
     same in said condition and agrees that any and all renovation
     or alteration to be done to these spaces shall be done at the
     Tenant's expense. It is stipulated that the rentable square
     footage of these two spaces is 4253 (which square footage
     Landlord represents and warrants to have been calculated
     based on the measurements of the attached floor plan, Exhibit
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<PAGE>
     B, and on Tenant's share of the common building areas).
     Landlord shall lease these spaces to Tenant and Tenant shall
     rent these spaces from Landlord pursuant to the terms and
     conditions of the Lease Agreement. The Rent for these two
     spaces shall be as shown on the attached Exhibit C.

     (e)(4) On November 1, 1997, Landlord shall deliver to Tenant
     the space denoted on Exhibit B as "ABC" (Area #2), which
     space Landlord shall deliver to Tenant in substantially the
     same condition as presently exists, and Tenant accepts same
     in said condition and agrees that any and all renovation or
     alteration to be done to this space shall be done at Tenant's
     expense. It is stipulated that the rentable square footage of
     this space is 1460 (which square footage Landlord represents
     and warrants to have been calculated based on the
     measurements of the attached floor plan, Exhibit B, and on
     Tenant's share of the common building areas). Landlord shall
     lease this space to Tenant and Tenant shall rent this space
     from Landlord pursuant to the terms and conditions of the
     Lease Agreement. The Rent for Area #2 shall be as shown on
     Exhibit D.

     (e)(5) On January 1, 1998, Landlord shall deliver to Tenant
     the spaces denoted on Exhibit B as "Banana Design" and
     "Phoenix" (Area #3), which spaces Landlord shall deliver to
     Tenant in substantially the same condition as presently
     exists, and Tenant accepts same in said condition and agrees
     that any and all renovation or alteration to be done to these
     spaces shall be done at Tenant's expense. It is stipulated
     that the rentable square footage of these two spaces is 6215
     (which square footage Landlord represents and warrants to
     have been calculated based on measurements of the attached
     floor plan, Exhibit B, and on Tenant's share of the common
     building areas). Landlord shall lease these spaces to Tenant
     and Tenant shall rent these spaces from Landlord pursuant to
     the terms and conditions of the Lease Agreement. The Rent for
     these spaces shall be as shown on Exhibit E.

     4. That Paragraph 3(a) of the Lease Agreement is hereby
amended to indicate that the Lease Term relative to the spaces
taken on the second floor of the Building shall be the period
beginning with the time when the Tenant rents said spaces as
referenced herein and ending with the Termination Date.

     5. That Paragraph 3(b) of the Lease Agreement is hereby
amended but only relative to the delivery of spaces on the second
floor which shall be as described in Paragraph l(e) above.

     6. That Paragraph 4 of the Lease Agreement is amended to
include Rent which is payable for the spaces leased on the second
floor of the Building. These Rents are shown on Exhibits C, D and
E attached hereto.

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<PAGE>
     7. That Paragraph 4(d) of the Lease Agreement is amended to
increase Tenant's pro rata share as additional space is leased by
Tenant on the second floor of the Building. As of the date when
Tenant leases Area #1, the Tenant's pro rata share shall be
increased to 62.0%. As of the date when Tenant leases Area #2, the
Tenant's pro rata share shall be increased to 67%. As of the date
when Tenant leases Area #3, the Tenant's pro rata share shall be
increased to 83%. In the event, however, that the Tenant does not
lease one or more of the said Areas, because Landlord does not
deliver same within the time frames provided for in the attached
Exhibits and the Tenant elects not to lease said Area(s) as
permitted in the said Exhibits, then the herein pro rata share
will be adjusted accordingly.

     8. That Paragraph 4(e) of the Lease Agreement is deleted in
its entirety and the following substituted in lieu thereof:

     In addition to the Rent described above, beginning with the
     Commencement Date, Tenant shall pay for all electrical
     consumption on the Third Floor of the Building and, prior to
     taking occupancy of the Third Floor of the Building, Tenant
     shall put into its name the electric meters which measure
     electricity provided to the Third Floor of the Building, it
     being the intent of this Lease Agreement, that the Tenant
     shall pay for all utilities provided to the Third Floor of
     the Building including all heat and air-conditioning, but
     excluding water which shall be an operating expense of the
     property. The Tenant also agrees that it shall be responsible
     for all electricity consumed by it on the Second Floor of the
     Building and that such obligation shall be governed by
     Section 1(e)(2) of the Lease Agreement.

     9. That Paragraph 18 of the Lease Agreement shall be amended
to reflect an increase in the security deposit by $17,000. This
increase shall arise by further amending the said Paragraph 18
such that Landlord's obligation to return to Tenant moneys
previously delivered shall be reduced by $17,000.

     10. All capitalized terms utilized in this Amendment No. 1
which are not defined herein shall be defined to have the meanings
given such terms in the Lease Amendment.

     11. That all other terms and conditions of the Lease
Agreement shall remain in full force and effect.


<PAGE>
<PAGE>
     This Amendment to Lease Agreement has been executed as
follows:

Landlord:                          Tenant:

s/Jim Randel                       s/William W. Erdman
--------------------------         -----------------------------
488 Main Avenue Associates,        Electronic Retailing Systems
 L.L.C.                             International, Inc.
By: Jim Randel                     By: William W. Erdman
Its: Manager                       Its: Executive Vice President

<PAGE>
<PAGE>
COUNTY OF FAIRFIELD  )
                     ) ss.: Westport
STATE OF CONNECTICUT )


     Personally appeared James Randel this 3rd day of July, 1997,
who swore that he is the Manager of the 488 Main Avenue
Associates, LLC and that his signature hereon is his free act and
deed and that of the 488 Main Avenue Associates, L.L.C., before
me,


                                   s/Joyce E. Mahoney
                                   ------------------------------
                                   Notary Public

COUNTY OF FAIRFIELD  )
                     ) ss.: Wilton
STATE OF CONNECTICUT )


     Personally appeared William W. Erdman this 30th day of June,
1997, who swore that he is the Executive Vice President of
Electronic Retailing Systems International, Inc. and that his
signature hereon is made with the full authority of the Board of
Directors and that it is his free act and deed and that of the
said corporation, before me,



                                   s/Elizabeth A. Cappadora
                                   ------------------------------
                                   Notary Public



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                            EXHIBIT C

     The following represents the Rent due for the two spaces
Expressway and Safe Harbor (Area #1) on the second floor which
Tenant agrees to rent from Landlord beginning on July 1, 1997. It
is acknowledged that these two spaces are not contiguous.

     July 1, 1997 - August 31, 1997: No rent due.

     September 1, 1997 - August 31, 1998: $64,858 payable in equal
monthly installments of $5,404.83.

     September 1, 1998 - August 31, 1999: $68,048 payable in equal
monthly installments of $5,670.67.

     September 1, 1999 - August 31, 2000: $72,301 payable in equal
monthly installments of $6,025.08.

     September 1, 2000 - August 31, 2001: $75,490 payable in equal
monthly installments of $6,290.90.

     September 1, 2001 - August 31, 2002: $78,680 payable in equal
monthly installments of $6,556.71.

     September 1, 2002 - August 31, 2003: $85,060 payable in equal
monthly installments of $7,088.33.

     September 1, 2003 - August 31, 2004: $88,249 payable in equal
monthly installments of $7,354.15.

     September 1, 2004 - August 31, 2005: $92,502 payable in equal
monthly installments of $7,708.56.

     September 1, 2005 - August 31, 2006: $95,692 payable in equal
monthly installments of $7,974.38.

     September 1, 2006 - August 31, 2007: $98,882 payable in equal
monthly installments of $8,240.19.

     The Utility Charge for the Expressway and Safe Harbor spaces
(Area #1) is $10,632.50/year which shall be payable monthly in
equal monthly installments of $886.04.



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                            EXHIBIT D

     The following represents the Rent due for the ABC space (Area
#2) on the second floor which Tenant agrees to rent from Landlord
beginning on November 1, 1997. In the event that the Landlord is
unable to deliver Area #2 to the Tenant by January 1, 1998, then
the dates indicated herein shall be delayed until the date when
the Landlord does, in fact, deliver Area #2 to the Tenant;
however, in the event that the Landlord does not deliver Area #2
to Tenant within ninety (90) days of November 1, 1997, then the
Tenant shall have the right to cancel its herein obligation to
rent Area #2 so long as it gives Landlord written notice of its
election to do so on or before ten (10) days after the expiration
of said ninety-day period.

     November 1, 1997 - December 31, 1997: No rent.

     January 1, 1998 - August 31, 1998: $1,855.42/month.

     September 1, 1998 - August 31, 1999: $23,360 payable in equal
monthly installments of $1,946.67.

     September 1, 1999 - August 31, 2000: $24,820 payable in equal
monthly installments of $2,068.33.

     September 1, 2000 - August 31, 2001: $25,915 payable in equal
monthly installments of $2,159.58.

     September 1, 2001 - August 31, 2002: $27,010 payable in equal
monthly installments of $2,250.83.

     September 1, 2002 - August 31, 2003: $29,200 payable in equal
monthly installments of $2,433.33.

     September 1, 2003 - August 31, 2004: $30,295 payable in equal
monthly installments of $2,524.58.

     September 1, 2004 - August 31, 2005: $31,755 payable in equal
monthly installments of $2,646.25.

     September 1, 2005 - August 31, 2006: $32,850 payable in equal
monthly installments of $2,737.50.

     September 1, 2006 - August 31, 2007: $33,945 payable in equal
monthly installments of $2,828.75.

     The Utility Charge for the ABC space (Area $2) is $3,650/year
which shall be payable in equal monthly installments of $304.17.


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                            EXHIBIT E

The following represents the Rent due for the two spaces Banana
Design and Phoenix (Area #3) which Tenant agrees to rent from
Landlord beginning on January 1, 1998. In the event that the
Landlord is unable to deliver Area #3 to the Tenant by January 1,
1998, then the dates indicated herein shall be delayed until the
date when the Landlord does, in fact, deliver Area #3 to Tenant;
however, in the event that the Landlord does not deliver Area #3
to Tenant within ninety (90) days of January 1, 1998, then the
Tenant shall have the right to cancel its herein obligation to
rent Area #3 so long as it gives Landlord written notice of its
election to do so on or before ten (10) days after the expiration
of said ninety-day period.

     January 1, 1998 - February 28, 1998: No rent

     March 1, 1998 - August 31, 1998: $7,898.23/month.

     September 1, 1998 - August 31, 1999: $99,440 payable in equal
monthly installments of $8,288.67.

     September 1, 1999 - August 31, 2000: $105,655 payable in
equal monthly installments of $8,804.58.

     September 1, 2000 - August 31, 2001: $110,316 payable in
equal monthly installments of $9,193.02.

     September 1, 2001 - August 31, 2002: $114,977 payable in
equal monthly installments of $9,581.46.

     September 1, 2002 - August 31, 2003: $124,300 payable in
equal monthly installments of $10,358.33.

     September 1, 2003 - August 31, 2004: $128,961 payable in
equal monthly installments of $10,746.77.

     September 1, 2004 - August 31, 2005: $135,176 payable in
equal monthly installments of $11,264.69.

     September 1, 2005 - August 31, 2006: $139,837 payable in
equal monthly installments of $11,653.13.

     September 1, 2006 - August 31, 2007: $144,498 payable in
equal monthly installments of $12,041.56.