LEASE INFORMATION PAGE            Exhibit 10 (a)

Date of Lease:               February 3, 1999

Landlord:                    New Avon Limited Partnership

Landlord Notice Address:     c/o Urban Equities
                             21A Highland Circle
                             Needham, MA 02494

Tenant:                      Westerbeke Corporation
                             41 Ledin Drive
                             Avon, MA 02322
                             Attn: Carleton F. Bryant, III
                             Executive Vice President

Tenants Notice Address:      41 Ledin Drive
                             Avon, MA  02322

Building:                    The building commonly known as The Odyssey 
                             Building located at 40 Robbie Road, Avon 
                             Massachusetts, containing approximately 
                             152,545 square feet of space, appurtenant 
                             common areas, parking areas and access ways.

Demised Premises:            Approximately 25,880 square feet, as 
                             specifically shown on Exhibit A,  annexed 
                             hereto.

Lease Term:                  Three years, unless sooner terminated as 
                             hereinafter provided.

Commencement Date:           July 1, 1999

Expiration Date:             June 30, 2002

Rent:                        Rent is due and payable on the first day of 
                             the month.

                             A.  Annual Rent for the first year of the 
                             Lease Term of One Hundred Nine Thousand nine 
                             hundred and ninety ($109,990) dollars 
                             commencing on July 1, 1999, payable in monthly 
                             installments of Nine Thousand one hundred and 
                             sixty-five and 83/100 ($9,165.83) dollars on 
                             the first of each month; and

                             B. Annual Rent for the second and third years 
                             of the Lease Term of One Hundred Sixteen 
                             Thousand four hundred and sixty ($116,460) 
                             dollars commencing on July 1, 2000, payable in 
                             monthly installments of Nine Thousand seven 
                             hundred and five ($9,705.00) dollars on the 
                             first of each month.

Security Deposit:            $6,206.67

Permitted Use:               Warehouse and storage and associated offices

Listed Broker:               None

Tenant Share of the
Real Estate Taxes
and Operation
Cost:                        16.96%

Tenant's Initial
Estimated Monthly
Payment on Account:          Real Estate Taxes         $1,130.66
                             Operating Cost            $1,544.66
                             Total Monthly Payment:    $2,675.32


1.    PARTIES.  The Landlord named in the Lease Information Page of this 
lease (hereinafter called "Landlord", which expression shall include 
Landlord's heirs, legal representatives, successors and assigns where the 
context so admits) does hereby lease to the Tenant named in said Lease 
Information Page (hereinafter called "Tenant", which expression shall 
include Tenant's heirs, legal representatives, successors and assigns where 
the context so admits), and Tenant hereby leases the following described 
premises:

2.    PREMISES.  The Demised Premises described in said Lease Information 
Page, said premises being within the Building described in said Lease 
Information Page.

There is appurtenant to the Demised Premises the right to use, in common 
with others entitled thereto, any and all common facilities, improvements 
or services serving the building in which the Demised Premises are situated 
(the "Building").

Landlord reserves the right from time to time to install, repair, replace, 
use, maintain and relocate for service to the Demised Premises and to other 
parts of the building, or either, building service fixtures and equipment 
wherever located in the Building.  Landlord expressly reserves the right to 
install and maintain in the Demised Premises pipes, conduits, electric 
lines and other facilities serving other portions of the building, 
provided, however, that such installation and maintenance shall not 
unreasonably interfere with Tenant's use and enjoyment of the Demised 
Premises.

3.    TERM.  The term of this lease (the "term") shall be for the period 
set forth in said Lease Information Page.  The commencement date of the 
term (the "Commencement Date") of this lease shall be the first day of the 
term.  Upon the request of Landlord, Tenant shall execute a written 
instrument, confirming the commencement date.

4.    RENT.  Tenant shall pay to Landlord during the term annual rent at 
the rate set forth in said Lease Information Page, payable in monthly 
installments of one-twelfth (1/12th) thereof.  The first payment of annual 
rent shall be due and payable on the date specified in the Lease 
Information page for the commencement of annual rent.  Annual rent shall be 
paid monthly in advance on the first day of each and every calendar month 
thereafter during the term.  Rent for any fraction of a month at the 
commencement or expiration of Tenant's obligation to pay annual rent shall 
be pro rated.  All payments of rent (annual and additional) shall be made 
payable to the Landlord named in said Lease Information Page and shall be 
sent to said Landlord at the address set forth herein, or to such other 
person or to such other address as Landlord shall from time to time 
designate by notice to Tenant.

5.    REAL ESTATE TAXES.  For the purpose of this Article 5, the following 
terms shall have the following meanings:

      A.    Real Estate Taxes - real estate taxes levied against the land 
      and building of which the Demised Premises are a part, including 
      betterment assessments and other governmental charges which may be 
      charged, assessed or imposed upon the land, building and other 
      improvements of which the Demised Premises are a part, but 
      specifically excluding any income, franchise or estate taxes.

      B.    Operation Cost - all reasonable costs and expenses incurred by 
      Landlord in connection with the maintenance and operation of the land 
      and building of which the Demised Premises are a part.   Operation 
      Cost shall include, without limitation, all reasonable costs and 
      expenses incurred by Landlord (a) in making repairs to the building 
      and its appurtenances and the exterior signs thereon, (b) in carrying 
      fire, casualty, plate glass, rent and liability insurance upon the 
      building (including, without limitation, insurance carried under so-
      called "blanket" and/or "umbrella" policies), (c) in providing 
      services including but not limited to lighting, plowing, cleaning, 
      maintaining and beautifying the exterior of the building and the land 
      appurtenant to the building and the landscaping and gardening (if 
      any) thereof, (d) in paying wages, unemployment taxes and benefits of 
      personnel engaged in the management and operation of the building 
      (appropriately prorated where a person's duties are not limited 
      solely to the building), (e) in paying for electricity, water and 
      sewerage and other utilities charges imposed by the entity providing 
      such services, to the extent not separately metered to the Demised 
      Premises as hereinafter provided, and servicing only the common 
      areas, and the cost of maintaining any utility systems outside the 
      Demised Premises (including, without limitation, any roof top HVAC 
      equipment), and (f) a management fee equal to five percent (5%) of 
      gross receipts from the operation of the building.  Operation Cost 
      shall not include Landlord's leasing costs, attorneys fees and the 
      cost of and depreciation of capital expenditures (unless such capital 
      expenditure is intended to substantially reduce one or more items 
      within Operation Cost, in which event such capital expenditure shall 
      be treated as an amortized Operation Cost based upon the generally 
      accepted "pay-back" period for the capital expenditure).

      C.    Tenant's Tax and Operation Cost Obligation - for any calendar 
      year (or partial calendar year) occurring during the term, the sum of 
      Real Estate Taxes and Operation Cost, multiplied by Tenant's Share of 
      Operation Cost (as specified on the Lease Information Page).  For the 
      partial calendar years at the beginning and end of the term, Tenant's 
      Tax and Operation Cost Obligation shall be equal to Tenant's Tax and 
      Operation Cost Obligation as determined pursuant to the immediately 
      preceding sentence, multiplied by that fraction of the relevant 
      calendar year during which this lease was in effect.

Tenant shall pay to Landlord, as additional rent, Tenant's Tax and 
Operation Cost Obligation for each calendar year (or prorated portion for 
any partial calendar year) during the term.

Tenant shall pay to Landlord on the first day of every month during the 
term, in advance, payments on account of Tenant's obligations under this 
Article.  Tenant's initial monthly payment on account of Tenant's 
obligations under this Article is the amount specified on the Lease 
Information Page as Tenant's Initial Monthly Payment on Account of Tenant's 
Tax and Operation Cost Obligation.  From time to time, Landlord shall have 
the right to adjust the amount of Tenant's monthly payments.  Following the 
end of each calendar year, Landlord shall determine the exact amount of 
Tenant's Tax and Operation Cost Obligation with respect to the calendar 
year then ended, and appropriate adjustments shall be made (either by 
additional payment by Tenant or crediting/refund by Landlord toward 
subsequent obligations of Tenant under this Article 5), so that the amount 
of such adjustment, when aggregated with the amount of Tenant's monthly 
payments during the preceding calendar year, will equal Tenant's Tax and 
Operation Cost Obligation for such calendar year.  Tenant shall receive an 
annual statement from Landlord detailing the previous twelve months 
operating expenses for the building, and the estimated monthly Operation 
Cost Obligation for the subsequent period.

In addition to the foregoing, Tenant shall pay all taxes upon its property 
in or upon the Demised Premises.

With respect to the pro-ration of annual water usage by all Tenants in the 
building, in the event that a Tenant occupying a portion of the building 
uses a greater amount of water than is customarily used by other tenants' 
in the building or discharges any water due to its use of the premises 
(unrelated to kitchen/utility sink and bathroom discharges), the 
water/discharge usage for that Tenant shall be separately metered (at that 
tenant's expense) and billed to that Tenant, exclusive of the other Tenants 
in the building.

6.    LANDLORD'S WORK AND TENANT'S WORK.  Landlord is delivering the 
Demised Premises and the building "as is". Tenant shall equip the Demised 
Premises with all trade fixtures and personal property suitable or 
appropriate to the regular and normal operation of the type of business in 
which Tenant is engaged.  All of Tenant's trade fixtures and personal 
property shall be of quality consistent with trade fixtures and personal 
property in the remainder of the building, and shall be subject to 
Landlord's reasonable approval.  Tenant shall not permit any mechanics' 
liens, or similar liens, to remain upon the Demised Premises for labor and 
material furnished to Tenant or claimed to have been furnished to Tenant in 
connection with work of any character performed or claimed to have been 
furnished at the direction of Tenant and shall cause any such lien to be 
released of record forthwith without cost to Landlord.

From and after the first entry by Tenant or its agents Tenant shall comply 
with all of the provisions of this lease.

7.    ALTERATIONS -- ADDITIONS -- SIGNS.  Tenant shall not make structural 
or exterior alterations or additions to the Demised Premises, but may make 
non-structural interior alterations provided Landlord consents thereto in 
writing, which consent shall not be unreasonably withheld or delayed.  All 
such allowed alterations shall be at Tenant's expense and shall be in 
quality at least equal to the construction of the Demised Premises as of 
the commencement date.  Tenant shall not permit any mechanics' liens, or 
similar liens, to remain upon the Demised Premises for labor and material 
furnished to Tenant or claimed to have been furnished to Tenant in 
connection with work of any character performed or claimed to have been 
furnished at the direction of Tenant and shall cause any such lien to be 
released of record forthwith without cost to Landlord.  Any alterations or 
improvement made by Tenant, shall be Landlord's property upon expiration of 
the lease term, unless Landlord notifies Tenant to the contrary 
contemporaneously with Landlord's consent therefor.  In such event, at or 
about the time of expiration or termination hereof, Tenant shall remove any 
or all of such alterations, and Tenant shall repair all damage caused to 
the Demised Premises or the building in so removing the same.  Any 
alterations and additions shall be done in a good workman manner using 
first class materials, and in accordance with (and only after having 
received appropriate permitting) all local, state and federal laws, codes 
and regulations.

Any sign installed by Tenant from time to time shall be subject to the 
prior written approval of Landlord (in all respects; i.e. size, content, 
location, materials, etc.), which consent shall not be unreasonably 
withheld or delayed, and shall be in conformity with all governing codes.  
Tenant shall maintain any such sign, at its sole cost and expense, in good 
condition, working order and appearance.  Upon the expiration or earlier 
termination of this lease, Tenant shall remove all of its signs, and shall 
repair any damage to the Demised Premises or the building resulting from 
such removal.  Moreover, Landlord shall have the right, upon ten (10) days 
notice to Tenant, to remove any sign installed by Tenant in violation of 
the first sentence of this paragraph, and Tenant shall reimburse Landlord, 
promptly upon demand thereof, for all costs incurred in removing any such 
sign and restoring any damage to the Demised Premises or the building 
resulting from such removal.

8.    USE OF DEMISED PREMISES.  Subject to the provisions of this Article 8 
and the provisions of Articles 9 and 15, below, Tenant shall have the right 
to utilize the Demised Premises for its business purposes at any time.  
Tenant shall comply with the reasonable Rules and Regulations annexed 
hereto, as well as such other reasonable rules and regulations as may be 
established by Landlord from time to time, and which are applicable to all 
tenants, in order to assure the safety and security of persons and property 
in and about the building, as well as the efficient and harmonious 
activities of the occupants of the building.  In the event of any breach of 
any rules and regulations by tenant (including any amendments or additions 
thereto), Landlord shall have all of the remedies in this lease provided 
for default of Tenant.  Landlord shall use reasonable efforts to cause all 
occupants of the building to comply with Landlord's rules and regulations.  
However, no failure of any other occupant of the building to comply with 
any rules and regulations shall result in any liability by Landlord, or 
justify any failure of Tenant to comply with all rules and regulations.  In 
addition to the Rule and Regulations, Tenant shall have the following 
additional obligations due to the nature of Tenant's use and occupancy:

      a.  proper maintenance, storage and disposal of all flammables and 
      inflammables and other hazardous products, (I) in conformity with all 
      local, state and federal rules and regulations and requirements, and 
      (ii) in a safe and proper manner so as not to risk any health hazard 
      to the occupants of the premises or the Building.

      In the event that Tenant violates any provision of this Section, or 
any other section of this lease which relates to the cleanliness, safety, 
orderliness, or operation and occupancy of the Building for the quiet use 
and enjoyment by other tenants of the Building, then in addition to all 
other remedies available to Landlord hereunder, Landlord shall have the 
right to:

      (I) levy fines on Tenant equal to the daily rental rate of Tenant's 
      annual rent then in effect, until the violation is remedied; and


      (ii) if Landlord has levied fines (or otherwise given Tenant notice 
      of default under this section) twice in any one calendar year, 
      Landlord shall immediately upon further default hereunder be able to 
      terminate this Lease, effective thirty (30) days after notice of such 
      termination, and as liquidated damages for such termination, Tenant 
      shall on such termination date owe to Landlord a sum equal to twenty 
      four months rent (as then being charged hereunder) plus the 
      equivalent of twenty-four months of Tenant's Share of the Real Estate 
      Taxes and Operating Cost (CAM).

9.    COMPLIANCE WITH LAWS.  Tenant agrees that no trade or occupation 
shall be conducted in the Demised Premises or use made thereof which will 
be unlawful, improper, noisy or offensive or contrary to any law or any 
municipal by-law or ordinance in force in the city or town in which the 
building is situated.  Tenant and those claiming under Tenant shall not 
use, handle, store, release or discharge oil, hazardous materials or 
hazardous waste in or about the Demised Premises.

Tenant shall not use any portion of the Demised Premises for the use, 
generation, treatment, storage or disposal of "oil", "hazardous material," 
"hazardous waste", or "hazardous substances" (collectively, the 
"Materials"), as such terms are defined under any applicable federal, state 
and local laws, rules and regulations now or hereafter in effect, without 
the express written prior consent of Landlord and, if required, its 
mortgagees, and then only to the extent that the presence of the Materials 
is (I) properly licensed and approved by all appropriate governmental 
officials and in accordance with all applicable laws and regulations and 
(ii) in compliance with any terms and conditions stated in said prior 
written approvals by Landlord or its mortgagees.  In the event of any 
release of Materials upon the Demised Premises, Building or property, or 
upon adjacent lands, if caused by Tenant or its agents, representatives or 
those claiming under Tenant, Tenant shall promptly remedy the problem in 
accordance with all applicable laws and requirements and shall indemnify, 
defend and hold Landlord and its mortgagee(s) harmless from and against all 
loss, costs, liability and damage, including attorneys' fees and the cost 
of litigation, arising from the presence or release of any Materials caused 
by Tenant or its agents, representative, and those claiming under Tenant in 
or on the Demised Premises, building or property, or upon adjacent lands.

10.   UTILITIES.  Landlord shall, in the first instance, furnish and 
install electrical service and other utilities, to standards comparable 
with buildings similar to the Building.  (Electrical and gas service to the 
Demised Premises shall be separately metered).  In the event that 
additional services are required for Tenant's activities the Tenant shall 
be solely responsible for metering and installation of such services, 
subject to prior written approval of Landlord which may not be unreasonably 
withheld or delayed.  Thereafter, Tenant shall connect to and through such 
services and be responsible for payment for its usage and consumption of 
all utilities or services at the Demised Premises and also promptly pay all 
bills and other charges, as to the same as and when the same become due or 
payable, including, but not limited to, heat, hot water, gas, electricity, 
air conditioning, telephone, garbage disposal, and any all other services 
or utilities supplied to or consumed at or in the Demised Premises 
throughout the term, whether or not measured by meter.  Tenant shall heat 
and maintain the interior of the Demised Premises, at all times, at a 
reasonable temperature (but in no event less than sixty degrees).  Landlord 
shall not be liable to Tenant for any compensation or reduction of rent by 
reason of inconvenience or annoyance, or for loss of business, arising from 
power losses or shortages, or the interruption of any utilities services to 
the Demised Premises, unless such interruption results from the negligence 
of Landlord.  Landlord reserves the right to stop any service or utility 
system when necessary in Landlord's opinion by reason of accident or 
emergency or until necessary repairs have been completed.

11.   REPAIRS.  Landlord agrees to make all necessary repairs or 
alterations to the property which Landlord is required to maintain, as 
hereinafter set forth.  The property which Landlord is required to maintain 
is the foundation, roof, exterior walls, structural columns, and structural 
beams of the building; all HVAC equipment and utility pipes, lines and 
conduits located outside the Demised Premises but within the building and 
which do not serve exclusively the Demised Premises; and the landscaped 
areas on the lot on which the building is situated.  Notwithstanding the 
foregoing, if any of the repairs or alterations to be made by Landlord 
pursuant to the provisions of this lease shall be made necessary by reason 
of repairs, installations, additions or improvements made by Tenant or 
anyone claiming under Tenant, by reason of the fault or negligence of 
Tenant or anyone claiming under Tenant, by reason of the failure of 
performance or observance of any agreements, conditions or other provisions 
on the part of Tenant to be performed or observed, or by reason of any 
special use (other than the Permitted Uses) to which the Demised Premises 
may be put, Tenant shall make all such repairs or alterations as may be 
necessary (or, at Landlord's option, shall reimburse Landlord, as 
additional rent hereunder, for all reasonable costs and expenses incurred 
by Landlord in effecting such repairs or alterations).  Landlord shall not 
be deemed to have committed a breach of any obligation to make repairs or 
alterations or perform any other act unless it shall have received notice 
from Tenant designating the particular repairs or alterations or other act 
and shall fail to undertake such repairs or alterations or perform such 
other act within a reasonable time after the receipt of such notice; and 
Landlord's liability shall be limited to the cost of making such repairs or 
alterations or performing such other act.  As used in this lease, the 
expression "exterior walls" does not include doors, window sashes or 
frames, or door frames of the Demised Premises.

Tenant agrees that it will during the term of this lease make all repairs 
and alterations to the Demised Premises which Tenant is required to 
maintain, as hereinafter set forth, which may be necessary to maintain the 
same in good repair and condition or which may be required by this lease, 
and if due solely to Tenants use of the Demised Premises, by any laws, 
ordinances, regulations or requirements of any public authorities having 
jurisdiction, subject only to the provisions of Article 15, eminent domain 
and reasonable wear and tear excepted.  The property which Tenant is 
required to repair and maintain in good order and condition is the Demised 
Premises and every part thereof including, but without limitation, all 
utility pipes, lines and conduits located within the Demised Premises, and 
all utility fixtures and equipment whether located within the Demised 
Premises or within the building which contains the Demised Premises 
(including, without limitation, the heating and air conditioning system) 
which exclusively serve the Demised Premises, all walls, ceilings, floors 
and doors, window sashes and frames, and door frames of the Demised 
Premises.  Notwithstanding the foregoing, Tenant shall not be under any 
obligation to make any repairs or alterations to the property which 
Landlord is required to maintain, except to the extent provided in the 
first paragraph of this Article.  Tenant specifically agrees to replace all 
glass damaged with glass of the same kind and quality.  Tenant also agrees 
to keep the Demised Premises attractive in appearance.  Tenant agrees that 
it shall give Landlord reasonable advance notice of any occasion when 
Tenant or its agents, employees or contractors propose to go upon the roof 
of the building for the purpose of making any repairs or alterations or for 
any other purpose whatsoever.  In order to assure the proper maintenance of 
the HVAC system serving the Demised Premises, Tenant, at it's sole cost and 
expense, shall maintain (and shall provide Landlord with evidence of the 
existence of) a contract with a reputable HVAC maintenance company, 
providing for the regular inspection, maintenance and repair of such 
equipment.  Landlord agrees to cooperate with Tenant or Tenant's agents 
with respect to any warranties which may or may not exist for any equipment 
serving exclusively the Demised Premises.

12.   LANDLORD'S ACCESS.  Upon advance notice from Landlord to Tenant of 
not less than 24 hours and with the consent of Tenant (which consent may 
not be unreasonably withheld or delayed) (except in the event of an 
emergency, in which event no notice or consent shall be required), Landlord 
or agents of Landlord may, at reasonable times, enter to view the Demised 
Premises or for the purpose of repairing or altering the Demised Premises 
or any portion of the building or for bringing materials into or through 
the Demised Premises in connection with the making of repairs or 
alterations, and may remove placards and signs not approved and affixed as 
herein provided, and may show the Demised Premises to agents, employees, 
contractors, architects, prospective mortgagees and purchasers, and, at any 
time within six (6) months before the expiration of the term, may affix to 
any suitable part of the Demised Premises a notice for letting affixed 
without hindrance or molestation and may show the Demised Premises to 
prospective tenants.  Without limiting the generality of the foregoing, 
Landlord, its agents and other tenants of the building shall have 
continuing access (at reasonable times and upon reasonable notice, unless 
in an emergency) to the roof hatch, the main electrical panels, telephone 
switch boards and interface equipment ans water main within the Demised 
Premises which is the only interior access to said utilities and the roof 
of the building.  Tenant agrees to keep such areas and access thereto 
reasonably free of Tenant's fixtures and possessions to allow unimpeded 
access to said areas of the building and Demised Premises.  Landlord shall 
not be liable to Tenant for any compensation or reduction of rent by reason 
of Landlord's entering the Demised Premises for any of the purposes 
authorized herein.

13.   FORCE MAJEURE.  In any case where either party hereto is required to 
do any act (other than make a payment of money), delays caused by or 
resulting from Acts of God, war, civil commotion, fire or other casualty, 
labor difficulties, shortages of labor, materials or equipment, government 
regulations or other causes beyond such party's reasonable control (other 
than such party's financial condition) shall not be counted in determining 
the time during which such act shall be completed, whether such time be 
designated by a fixed date, a fixed time or "a reasonable time".  In case 
Landlord is prevented or delayed from making any repairs, alterations, or 
improvements or furnishing any service or performing any other covenant or 
duty to be performed on Landlord's part by reason of any cause beyond 
Landlord's reasonable control, Landlord shall not be liable to Tenant 
therefor, nor shall Tenant be entitled to any abatement or reduction of 
rent by reason thereof, nor shall the same give rise to a claim in Tenant's 
favor that such failure constitutes actual or constructive, total or 
partial, eviction from the Demised Premises, unless the same prevents 
Tenant's use and occupation of the Demised Premises for a continuous period 
of six months or more.  In any case where work is to be paid for out of 
insurance proceeds or condemnation awards, due allowance shall be made, 
both to the party required to perform such work and to the party required 
to make such payment, for delays in the collection of such proceeds and 
awards.
14.   ASSIGNMENT -- SUBLEASING.  Tenant shall not assign this lease or 
sublet (or otherwise permit anyone to lease or occupy) the whole or any 
part of the Demised Premises.

15.   FIRE, CASUALTY -- EMINENT DOMAIN.  In case, after the execution 
hereof and before the expiration of the term, the Demised Premises or more 
than fifteen (15%) percent thereof or more than fifteen (15%) percent of 
the building or the property of which the Demised Premises are a part shall 
be taken by any exercise of the right of eminent domain or by action of any 
public or other authority, or in case, after the execution hereof and 
before the expiration of the term, the Demised Premises or more than 
fifteen (15%) percent thereof or more than fifteen (15%) percent of the 
building or the property of which the Demised Premises are a part shall be 
destroyed or damaged by fire or casualty, then this lease and the term of 
this lease shall terminate at the election of Landlord, which election must 
be exercised by written notice to tenant within sixty (60) days after such 
taking, destruction, damage or action, and such election may be made in 
case of any such taking notwithstanding the entire interest of Landlord may 
have been divested by such taking.  In any such event, if Landlord shall 
not elect to terminate this lease, the annual rent, or a just and 
proportionate part thereof, according to the nature, extent and duration of 
the injuries sustained, shall be abated until the Demised Premises or the 
building or the property of which the Demised Premises are a part, as the 
case may be, shall have been restored as provided herein.  If Landlord 
shall not elect to terminate this lease, Landlord shall with reasonable 
promptness restore the Demised Premises to a single contiguous unit in 
substantially the same condition as the Demised Premises were in.  However, 
in connection with such restoration, Landlord shall not be required to 
expend amounts in excess of Landlord's insurance proceeds or damages or 
awards resulting from such taking, destruction, damage or action allocable 
to the Demised Premises, as the case may be, after deducting Landlord's 
reasonable costs and expenses of collecting same and amounts retained by 
Landlord's mortgagee(s).  If the Demised Premises are not so restored (or 
if, at any time following the taking, destruction, damage or action, Tenant 
and Landlord agree, in the exercise or good faith judgement, that it is not 
reasonably likely that the Demised Premises will be restored) within five 
(5) months after such taking, destruction, damage or action, Tenant may 
elect to terminate this lease by written notice to Landlord (such right 
shall be exercised, if at all, by notice to Landlord not later than the 
date of substantial completion of restoration).  If the Demised Premises or 
the building or the property of which the Demised Premises are a part or 
any part thereof shall be taken by eminent domain, all damages from such 
taking, other than that which relates solely to Tenant's fixtures and 
equipment, shall vest in Landlord and Tenant covenants and agrees to 
execute such assignments or other document and to take any steps which may 
be necessary to vest such damages in Landlord, Tenant hereby irrevocably 
appointing Landlord as its agent and attorney-in-fact to execute and 
deliver any such assignments and documents which Landlord deems necessary 
or appropriate to carry out the intent and purpose of this sentence such 
appointment being a power coupled with an interest.

16.   FIRE INSURANCE.  Tenant shall not permit any use of the Demised 
Premises which will make voidable any insurance on the property of which 
the Demised Premises are a part, or on the contents of said property, or 
which shall be contrary to any regulation from time to time established by 
any insurance inspection board having jurisdiction.  Tenant shall promptly 
comply with all reasonable respects and requirements of the insurance 
company providing fire insurance coverage to the building. Tenant shall on 
demand reimburse Landlord, and all other tenants of the building, for all 
extra insurance premiums caused by Tenant's use of the Demised Premises.  
Any such demand shall be accompanied by a written statement executed by a 
reputable insurance company or insurance broker, setting forth (I) the 
nature of Tenant's use of the Demised Premises which resulted in extra 
insurance premiums, (ii) the insurance premiums which would have been 
charged to the demanding party if Tenant had not engaged in such use, and 
(iii) the insurance premiums charged to the demanding party as a result of 
tenant's continued engagement in such use.  At Tenant's request (and at 
Tenant's sole cost and expense), Landlord will also use reasonable efforts 
(including arbitration if the same is available) to cause its insurer to 
reconsider its determination that extra insurance premiums are chargeable, 
and to suggest modifications in Tenant's activities which would result in 
reduction or elimination of extra insurance premiums.  Tenant agrees that 
it will at all times keep all furniture and personal property within the 
Demised Premises insured against all loss and damage by reason of fire or 
any of the casualties covered under the standard Massachusetts extended 
coverage policy.  Such insurance shall be carried with responsible 
insurance companies authorized to do business in Massachusetts and having a 
"Best's" rating of A- or higher, and shall be in an amount equal to the 
full replacement cost of the insured property. Tenant shall deposit with 
Landlord certificates for such insurance at or prior to the commencement 
date, and thereafter at least twenty (20) days prior to the expiration of 
any such policy.  At the request of the local fire department, or other 
state or municipal safety authority, Tenant shall provide such requesting 
authority with a key to the premises.

17.   TENANT'S LIABILITY INSURANCE.  Tenant shall maintain, with respect to 
the Demised Premises and the property of which the Demised Premises are a 
part, comprehensive public liability insurance in amounts not less Two 
Million Dollars ($2,000,000) with respect to injuries or death suffered by 
one or more persons and not less than Two Million Dollars ($2,000,000) with 
respect to property damage.  Said insurance shall be issued by responsible 
insurance companies authorized to do business in the state in which the 
Demised Premises are situated and having a "Best's" rating of A- or higher, 
and shall insure as named insureds Tenant, Landlord and any mortgagee of 
the Building.  Tenant shall deposit with Landlord certificates for such 
insurance at or prior to the commencement date, and thereafter at least 
twenty (20) days prior to the expiration of any such policies.  All such 
insurance certificates shall provide that such policies (as well as the 
policies of Tenant's insurance required pursuant to Article 16, above) 
shall not be canceled or modified without at least twenty (20) days prior 
written notice to each insured named therein.  Tenant also agrees that upon 
Landlord's request from time to time Tenant shall increase the limits of 
the public liability insurance described above to such limits as are 
customarily carried with respect to premises similar to the Demised 
Premises within the metropolitan area in which the Demised Premises are 
situated.

18.   INDEMNIFICATION OF LIABILITY.  Tenant agrees to indemnify and save 
harmless Landlord from and against all claims of whatever nature arising 
from any act, omission or negligence of Tenant or Tenant's contractors, 
licensees, agents, servants, invitees or employees, arising from any 
accident, injury or damage whatsoever caused to any person, or to the 
property of any person, occurring after the commencement of construction 
work by Tenant, and until the end of the term of this lease and thereafter, 
so long as Tenant is in occupancy of any part of the Demised Premises, in 
or about the Demised Premises; or arising from any accident, injury or 
damage occurring outside of the Demised Premises, where such accident, 
damage or injury outside of the Demised Premises results or is claimed to 
have resulted from any act or omission on the part or Tenant or Tenant's 
agents, invitees, employees or independent contractors.  This indemnity and 
hold harmless agreement shall include indemnity against all cost, expenses 
and liabilities incurred in or in connection with any such claim or 
proceeding brought thereon, and the defense thereof with counsel reasonably 
acceptable to Landlord.  So long as the act, omission or negligence as to 
which Tenant is required to indemnify Landlord is covered by insurance 
maintained by Tenant, Tenant's liability under this paragraph, in 
connection with any specific occurrence, shall be limited to the greater of 
(I) the amount of insurance which Tenant is required to maintain pursuant 
to Article 17, above (including any deductible thereunder) and (ii) the 
amount of insurance actually maintained by Tenant (but excluding any 
deductible thereunder).

To the maximum extent permitted by law, if Tenant or anyone claiming under 
Tenant or the whole or any part of the property of Tenant or anyone 
claiming under Tenant shall be injured, lost or damaged by theft, failure 
to remove snow or ice, fire, water or steam or in any other way or manner, 
whether similar or dissimilar to the foregoing, no part of said injury, 
loss or damage is to be borne by Landlord or its agents, unless such 
injury, loss or damage results from the negligence of Landlord.  To the 
maximum extent permitted by law, all of Tenant's property shall be in the 
Demised Premises at Tenant's sole risk and hazard.  Tenant agrees that 
Landlord shall not be liable to Tenant or anyone claiming under Tenant for 
any injury, loss or damage that may be caused by or result from the fault 
or negligence of any persons occupying (or claiming under any persons 
occupying) other premises in the building.)
 
19.   WAIVER OF SUBROGATION.  Each of Landlord and Tenant hereby releases 
the other from any and all liability or responsibility to the other (or 
anyone claiming through or under them by way of subrogation or otherwise) 
for any loss or damage to property caused by fire or any of the extended 
coverage or supplementary contract casualties, even if such fire or other 
casualty shall have been caused by the fault or negligence of the released 
party, or anyone for whom such party may be responsible, provided, however, 
that this release shall be applicable and in force and effect only with 
respect to loss or damage occurring during such time as the releasor's 
insurance policies shall contain a clause or endorsement to the effect that 
any such release shall not adversely affect or impair said policies or 
prejudice the right of the releasor to recover thereunder.  Each of 
Landlord and Tenant agrees that its policies will include such a clause or 
endorsement so long as the same shall be obtainable without extra cost, or 
if extra cost shall be charged therefor, so long as the first party shall 
advise the other thereof of the amount of the extra cost, and the other 
party, at is election, may pay the same, but shall not be obliged to do so.

20.   SURRENDER.  Tenant shall at the expiration or other termination of 
this lease remove all of Tenant's goods and effects from the Demised 
Premises, including, without hereby limiting the generality of the 
foregoing, all signs and lettering affixed or painted by Tenant, either 
inside or outside the Demised Premises.  Tenant shall deliver to Landlord 
the Demised Premises, broom clean and in the same condition as they were in 
at the commencement of the term, reasonable wear and tear and damage by 
fire or other casualty only excepted, which shall include the removal of 
any changes and improvements made to the Demised Premises by Tenant during 
the term hereof, and the return of the Demised Premises to their original 
configuration and design.  In the event of Tenant's failure to remove any 
of Tenant's property from the Demised Premises, Landlord is hereby 
authorized, without liability to Tenant for loss or damage thereto, and at 
the sole risk of Tenant, to remove and store any of the property at 
Tenant's expense, or to retain the same under Landlord's control or to sell 
at public sale, without notice, any or all of the property not so removed 
without obligation to account to Tenant therefor, or Landlord may, if it so 
desires, destroy such property.

21.   DEFAULT AND BANKRUPTCY.  In the event that:

(a) Tenant shall default in the payment of any installment of rent or other 
sum herein specified and such default shall continue for five (5) days; or

(b) Tenant shall default in the observance or performance of any other of 
Tenant's covenants, agreements, or obligations hereunder and such default 
shall not be corrected within thirty (30) days after notice thereof, or if 
not susceptible to cure within said thirty (30) days, for a reasonable 
period to cure so long as Tenant commences to cure within said thirty (30) 
days, and diligently prosecutes said cure; or

(c) Tenant shall be declared bankrupt or insolvent according to law, of if 
any bankruptcy or insolvency proceedings shall be commenced by or against 
Tenant, or if any assignment shall be made of Tenant's property for the 
benefit of creditors, or if a receiver, trustee or assignee shall be 
appointed for the whole or any part of Tenant's property (provided that, in 
the case of an involuntary bankruptcy petition or involuntary appointment 
of a receiver or trustee, such occurrence shall constitute a default only 
if the same is not dismissed within sixty (60) days) then 

Landlord shall have the right thereafter to re-enter and take possession of 
the Demised Premises, to declare the term ended and remove Tenant's effects 
without prejudice to any remedies which might otherwise be used for arrears 
of rent or other default.  If Tenant shall default, after thirty (30) days' 
notice thereof (or, in the case of emergency, after such notice thereof as 
may be reasonable under the circumstances), in the observance or 
performance of any conditions or covenants on Tenant's part to be observed 
or performed under or by virtue of any of the provisions in any Article of 
this lease, Landlord without being under any obligation to do so and 
without thereby waiving such default, may remedy such default for the 
account and at the expense of Tenant.  If Landlord makes any expenditures 
or incurs any obligations for the payment of money in connection therewith, 
including, but not limited to, reasonable attorneys' fees in instituting, 
prosecuting or defending any action or proceeding plus all court costs, 
such sums paid or obligations incurred, with interest at an annual rate 
(the "Default Rate") equal to the lesser of (I) 4% above the "Prime Rate" 
most recently announced by The First National Bank of Boston and (ii) the 
highest rate of interest which may lawfully be charged by Landlord, shall 
be paid to Landlord by Tenant as additional rent.  If Tenant shall consist 
of more than one person, or if there shall be any guarantor of Tenant's 
obligations, then the liability of all such persons, including any such 
guarantor, shall be joint and several, and the word "Tenant", as used in 
clause (c) above, shall be deemed to mean any one of such persons.

In the event (I) any payment of rent (annual or additional) is not post-
marked within three (3) days of the due date, or (ii) a check received by 
Landlord from Tenant shall be dishonored, then because actual damages for a 
late payment or for a dishonored check are extremely difficult to fix or 
ascertain, but recognizing that damage and injury result therefrom, Tenant 
agrees to pay $200.00 as liquidated damages for each late payment and 
$35.00 as liquidated damages for each time a check is dishonored.  (The 
grace period herein provided is strictly related to the liquidated damages 
for a late payment and shall in no way modify or stay Tenant's obligation 
to pay rent when it is due, nor shall the same preclude Landlord from 
pursuing its remedies under this Article 21, or as otherwise allowed by 
law.)  In the event that two (2) or more Tenant's checks are dishonored, 
Landlord shall have the right, in addition to all other rights under this 
lease, to demand all future payments by certified check or money order.  
Furthermore, if any payment of rent (annual or additional) or any other 
payment payable hereunder by the Tenant to Landlord shall not be paid when 
due, the same shall bear interest, from the date when the same was due 
until the date paid, at the Default Rate.  Such interest shall constitute 
additional rent payable hereunder.

If Landlord shall have the right to re-enter the Demised Premises as 
aforesaid, then in lieu thereof, Landlord may send written notice to Tenant 
of the termination of this lease, and in such event the term shall end on 
the fifth (5th) day next following the date of the sending of the notice.  
Notwithstanding the provisions of clause (a) of the first sentence of this 
Article, if Landlord shall have rightfully given Tenant notice of default 
pursuant to said clause twice during any twelve-month period, and if Tenant 
shall thereafter default in the payment of rent or other payments, then 
Landlord shall have no further obligation to provide notice of such 
default, and the grace period provided above shall commence immediately on 
the date of Tenant's failure to perform the relevant obligation.  Tenant 
hereby expressly waives any and all rights of redemption granted by or 
under any present or future laws in the event of Tenant being evicted or 
dispossessed for any cause, or in the event Landlord terminates this lease 
as provided for in this Article.

In case this lease shall be so terminated, Tenant will indemnify Landlord 
each month against all loss of rent and all obligations which Landlord may 
incur by reason of any such termination between the time of termination and 
the expiration of the term; or at the election of Landlord, exercised at 
the time of the termination or at any time thereafter, Tenant will 
indemnify Landlord each month until the exercise of the election against 
all loss of rent and other obligations which Landlord may incur by reason 
of such termination during the period between the time of the termination 
and the exercise of the election, and upon the exercise of the election 
Tenant will pay Landlord as damages such amount as at the time of the 
exercise of the election represents the amount by which the rental value of 
the Demised Premises for the period from the exercise of the election until 
the expiration of the term shall be less than the amount of rent and other 
payments provided herein to be paid by Tenant to Landlord during said 
period.  It is understood and agreed that at the time of the termination or 
at any time thereafter Landlord may rent the Demised Premises (and agrees 
to use reasonable efforts in attempting to do so), for a term which may 
expire before or after the expiration of the term, without releasing Tenant 
from any liability whatsoever, and that Tenant shall be liable for any 
expenses incurred by Landlord in connection with obtaining possession of 
the Demised Premises, with removing from the Demised Premises property of 
Tenant and persons claiming under it (including warehouse charges), with 
putting the Demised Premises into good condition for reletting, and with 
any reletting, including, but without limitation, reasonable attorneys' 
fees and brokers' fees, and that any monies collected from any reletting 
shall be applied first to the foregoing expenses and then to the payment of 
rent and all other payments due from Tenant to Landlord for the period to 
which such monies collected relate, and any remaining monies shall be and 
remain the sole property of Landlord.

22.   HOLDING OVER.  If Tenant shall continue to occupy the Demised 
Premises following the expiration or earlier termination of this lease, 
Tenant shall be deemed to be occupying the Demised Premises as a tenant at 
sufferance.  Such tenancy at sufferance shall be upon all of the terms and 
conditions set forth in this lease with the exception of rent payments, 
which shall be in the form of use and occupancy, and at a rate equal to two 
hundred (200%) percent of the amount of rent last provided for hereunder.

23.   SECURITY DEPOSIT.  Landlord acknowledge that it has received from 
Tenant the security deposit set forth in said Lease Information Page, said 
sum to serve as security for the payment of rents and the performance and 
observance of the agreements and conditions in this lease contained on the 
part of Tenant to be performed and observed.  In the event of any default 
or defaults in such payment, performance or observance, Landlord may apply 
said sum or any part thereof toward curing of any such default or defaults 
and/or toward compensating Landlord for any loss or damage arising from any 
such default or defaults.  Upon the expiration or earlier termination of 
this lease, said sum (or so much thereof as may remain after application in 
satisfaction of any existing defaults or liabilities of Tenant hereunder) 
shall be returned to Tenant, without interest.  It is understood and agreed 
that Landlord shall always have the right to apply said sum, or any other 
remedy or remedies in the event of any such default or defaults, without 
prejudice to any other remedy or remedies which Landlord may have or 
Landlord may pursue any other such remedy or remedies in lieu of (and in 
addition to) applying said sum or part thereof.  If Landlord shall apply 
said sum or any part thereof as aforesaid, Tenant shall upon demand pay to 
Landlord the amount so applied by Landlord, to restore the security to its 
original amount.

24.   WAIVER.  Failure of Landlord to complain of any act or omission on 
the part of Tenant, no matter how long the same may continue, shall not be 
deemed to be a waiver by Landlord of any of its rights hereunder.  No 
waiver by Landlord at any time, express or implied, of any breach of any 
provision of this lease shall be deemed a waiver of a breach of any other 
provision of this lease or a consent to or approval of any other action on 
the same or any subsequent occasion.  No payment by tenant or acceptance by 
Landlord shall be deemed to be anything but payment on account, and the 
acceptance by Landlord of a check for a lesser amount with an endorsement 
or statement thereon or upon a letter accompanying said check that said 
lesser amount is payment if full shall not be deemed an accord and 
satisfaction, and Landlord may accept said check without prejudice to its 
right to recover the balance due or pursue any other remedy.  Any and all 
rights and remedies which Landlord may have under this lease or by 
operation of law, either at law or in equity, upon any breach, shall be 
distinct, separate and cumulative and shall not be deemed inconsistent with 
each other; and no one of them, whether exercised by Landlord or not, shall 
be deemed to be in exclusion of any other; and any two or more of all of 
such rights and remedies may be exercised at the same time.

25.   LANDLORD'S LIABILITY.  The word "Landlord", as used herein, means 
only the owner for the time being of Landlord's interest in this lease.  
That is, in the event of any transfer of Landlord's interest in this lease, 
the transferor shall cease to be liable, and shall be released from all 
liability for the performance or observance of any agreements or conditions 
on the part of Landlord to be performed or observed subsequent to the time 
of said transfer, and the transferee shall be liable for the performance 
and observance of said agreements and conditions.  If all or any part of 
Landlord's interest in this lease shall be held by a trust, corporation or 
any other form of business entity, no trustee, shareholder or beneficiary 
of said trust, corporation or business entity shall be personally liable 
for any of the covenants or agreements, expressed or implied, hereunder.  
Landlord's covenants or agreements shall be binding upon the trustees of 
said trust, as trustees as aforesaid, or upon the corporation or business 
entity, as the case may be, but not individually, and upon the trust, 
corporate or business entity's estate.  Without limiting the generality of 
the foregoing, and whether or not all or any part of Landlord's interest in 
this lease shall be held by a trust, corporation or business entity, Tenant 
specifically agrees to look solely to Landlord's interest in the building 
(and Landlords liability insurance coverage) for recovery of any judgment 
from Landlord: it being specifically agreed that Landlord's shall never 
otherwise be personally liable for any such judgment.  However, each 
succeeding holder of the Landlord's interest hereunder shall be liable for 
the defaults of the Landlord hereunder occurring during or prior to the 
period during which such person holds the Landlord's interest hereunder.  
In no event shall Landlord be liable to Tenant for any incidental or 
consequential damages sustained by Tenant from whatever cause.

26.   NOTICE.  Any notice from Landlord to Tenant shall be deemed duly 
served if hand delivered, mailed by registered or certified mail, return 
receipt requested, postage prepaid, or if sent by prepaid Federal Express 
or other similar overnight delivery service, addressed to Tenant at 
Tenant's Notice Address.  Any notice from Tenant to Landlord shall be 
deemed duly served if mailed to Landlord by registered or certified mail, 
return receipt requested, postage prepaid, or if sent by prepaid Federal 
Express or other similar overnight delivery service, addressed to Landlord 
at Landlord's Notice Address, as specified on the Lease Information Page, 
or at such other address or addresses as may be designated by Landlord from 
time to time.

27.   SUBORDINATION.  This lease shall be subject and subordinate to any 
and all mortgages, deeds of trust and other instruments in the nature of a 
mortgage now or at any time hereafter a lien or liens on the property of 
which the Demised Premises are a part, and Tenant shall, when requested, 
promptly execute and deliver such written instruments as shall be necessary 
to show the subordination of this lease to said mortgages, deeds of trust 
or other such instruments in the nature of a mortgage.  Landlord agrees to 
obtain a "non-disturbance agreement" on behalf of Tenant from the holder of 
any mortgage, deed of trust or other instruments in the nature of a 
mortgage to which this Lease is to be subordinate.  Any mortgagees may, at 
its election, make its mortgage subordinate to this lease.  In any event, 
Tenant expressly agrees to attorn to any mortgagee (and to the successor in 
interest to any mortgagee) which succeeds to the interest of Landlord 
hereunder.  At any time or times during the term of this lease and within 
fifteen (15) days after written request therefor by Landlord, Tenant agrees 
to deliver to Landlord or to any mortgagee a certificate stating that 
Tenant has entered into occupancy of the Demised Premises in accordance 
with the provisions of this lease, that this lease is in full force and 
effect, and any other information reasonably requested.

28.   BROKERS.  Tenant hereby represents and warrants to Landlord that, 
except for the broker listed on said Lease Information Page, if any, it has 
dealt with no broker in connection with this lease.  Tenant hereby agrees 
to hold Landlord harmless from, and indemnified against, all loss or damage 
(including, but without limitation, the cost of defending the same) arising 
from any claim by any broker or other person (other then said listed 
broker, if any, whose compensation shall be paid by Landlord) claiming to 
have dealt with Tenant.

29.   RECORDING.  Tenant shall not record this lease, but, at the request 
of either party hereto, Landlord and Tenant shall execute and record a 
"Notice of Lease", in the form (and containing the information) provided by 
law.

30.   SUCCESSORS AND ASSIGNS.  This lease shall be binding upon, and inure 
to the benefit of any permitted successors and assigns of Tenant and any 
successors and assigns of Landlord.

31.   MARGINAL NOTES.  The marginal notes used as headings for the various 
Articles of this lease are used only as a matter of convenience for 
reference, and are not to be considered a part of this lease or to be used 
in determining the intent of the parties to this lease.

32.   DEFINITIONS AND INTERPRETATION.  This lease shall be governed in all 
respects by the laws of the Commonwealth of Massachusetts as the same may 
be in effect from time to time.  It is agreed that if any provisions of 
this lease shall be determined to be void by any court of competent 
jurisdiction, then such determination shall not affect any other provisions 
of this lease, all of which other provisions shall remain in full force and 
effect; and it is the intention of the parties hereto that if any provision 
of this lease is capable of two constructions, one of which would render 
the provision void and the other of which would render the provision valid, 
then the provision shall have the meaning which renders it valid.

This instrument contains the entire and only agreement between the parties, 
and no oral statements or representations or prior written matter not 
contained or referred to in this instrument shall have any force or effect.  
This lease shall not be modified in any way except by writing subscribed by 
both parties.

The submission of this lease for examination does not constitute a 
reservation of, or option for, the Demised Premises, and this lease becomes 
effective as a lease only upon execution and unconditional delivery thereof 
by both Landlord and Tenant.

IN WITNESS WHEREOF, this lease has been executed as a sealed instrument as 
of the Date of Lease set forth on said Lease Information Page.


LANDLORD:                              TENANT:

New Avon Limited Partnership           Westerbeke Corporation

by its general partner
New Avon Development Corp.




By: /s/ Lawrence J. Rothschild         By: /s/ Carleton F. Bryant III
    --------------------------             --------------------------
                                           Carleton F. Bryant, III,
                                           Executive Vice President
                                           Hereunto duly authorized

                            RULES AND REGULATIONS

(A)    The holder of the interest of Tenant under the lease shall always 
conduct it's operations in the Demised Premises under it's present trade 
name (Tenant representing that it has the right to use such trade name) or 
any subsequent trade name which Tenant has the right to use, subject to 
Tenant providing Landlord with (30) days prior written notice of a change 
in Tenant's trade name.

(B)    Tenant shall at all times appropriately light, heat and air 
condition the Demised Premises. Tenant shall cooperate with Landlord in all 
reasonable respects, in order to assure the efficient and effective use of 
the heating and air conditioning system and the electric and other 
utilities systems serving the Demised Premises;

(C)    The plumbing and utilities systems serving the Demised Premises 
shall not be used for any purpose other than that for which they were 
constructed, and no foreign substance of any kind shall be thrown therein.  
Tenant will not overload the utilities systems serving the Demised Premises 
or the floor, ceiling or walls of the Demised Premises.  Tenant shall not 
permit the Demised Premises to be damaged, stripped or defaced, nor suffer 
any waste.

(D)     No awning or other projections shall be attached by Tenant to the 
exterior walls of the Demised Premises;

(E)     All loading and unloading of goods shall be done only in the areas 
and through the entrances designated for such purpose by Landlord;

(F)     All garbage and refuse shall be kept in containers specified by 
Landlord, shall be placed in the areas specified by landlord;

(G)    No radio or television or other similar device shall be installed, 
and no aerial shall be erected on the roof, or on exterior walls of the 
Demised Premises or the building, without in each instance having obtained 
Landlord's prior written consent.  Any such device or aerial so installed 
without such prior written consent shall be subject to Landlord's right to 
require removal of the device or aerial at any time, without notice, at 
Tenant's sole cost and expense;

(H)     No loudspeakers, television sets, phonographs, radios or other 
devices shall be used in a manner so as to be heard or seen outside of the 
Demised Premises without the prior written consent of Landlord;

(I)     Sales using the auction method of selling, fire sales and closing 
out or going out of business sales shall not be conducted on or about the 
Demised Premises without the prior written consent of Landlord;

(J)    Tenant shall not place or permit any obstructions or merchandise in 
(or otherwise use in a way which interferes with the use thereof by others 
entitled thereto) any service corridors, sidewalks, entrances, passages, 
courts, corridors, elevators or stairways;

(K)    Tenant shall use, at Tenant's cost, such pest extermination 
contractor as Landlord may reasonably direct and at such intervals as 
Landlord may reasonably require, provided the cost thereof is competitive 
to any similar reputable service available to Tenant;

(L)    Except for those exclusively for use by employees of Tenant which 
are not visible from the sales area of the Demised Premises or the exterior 
of the Demised Premises, Tenant shall not operate any coin-or token-
operated vending machine or similar device for the sale of any goods, 
wares, merchandise, food, beverages or services, including, but not limited 
to, pay telephones, pay lockers, pay toilets, scales, amusement devices and 
machines for the sale of beverages, food, candy, cigarettes or other 
commodities, without the prior written consent of the Landlord;

(M)    Tenant shall keep the Demised Premises in a clean and neat 
condition.  Tenant shall not make unreasonable noises, cause disturbances 
or vibrations or use or operate any electrical devices or other devices 
that emit sound or other waves or disturbances, or create odors, or 
otherwise create or permit to exist in and about the Demised Premises any 
nuisance which may be offensive to other tenants and occupants of the 
building or that would interfere substantially with the operation of any 
device or equipment or radio or television broadcasting or reception from 
or within the building or elsewhere;

(N)    No additional or different locks or bolts shall be affixed by Tenant 
to the doors of the Demised Premises except by prior written notice to 
Landlord.  Not later than the date on which Tenant assumes exclusive 
possession of the Demised Premises, Tenant will provide Landlord with the 
name and home telephone number of persons who will be available on a 
twenty-four hour basis, in order to assure Landlord of the ability to gain 
access to the Demised Premises whenever permitted to do so pursuant to the 
terms of the lease;