EXHIBIT 10.2

  **AMENDMENT #1 OF LEASE AGREEMENT**

This Amendment #1 of LeaseAgreement ("**Amendment #1**") is dated as of the 11th day of November 2004,is by and between **Andersen Land Corp.** (f/k/a The J.M. Ney Company), aDelaware corporation, having an address of 5 Waterside Crossing, Windsor, CT06095 (the "**Landlord**"), and Deringer-Ney Inc. (f/k/a DeringerMfg. Company), an Illinois corporation having an address of 1250 Town LineRoad, Mundelein, IL 60060 (the "**Tenant**"), and evidences the agreement ofLandlord and Tenant.

**WHEREAS,** Landlord and Tenant entered into a LeaseAgreement dated March 26, 2002 (the "**Lease**") relating to the premises(the "**Premises**") located at 2 Douglas Street, Ney Industrial Park,Bloomfield, CT 06002 commencing March 26, 2002 and terminating on March 31,2010;

**WHEREAS**, Landlord and Tenant desire to modify theLease: (a) to extend the Term of the Lease by an additional three (3) yearperiod ending on March 31, 2013 and (b) to provide the Tenant with an option torenew the Lease for an additional three (3) years until March 31, 2016.

**NOW, THEREFORE**, in consideration of the mutualcovenants set forth in this Lease and other good an valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, Landlord and Tenanthereby agree as follows:

**Section1**.       **Amendment ofParagraph 2.1**: Effective as of the date hereof Paragraph 2.1 of theLease is hereby amended in  its entirety to read as follows:

2.1 Landlord demises and leases thePremises to Tenant and Tenant takes and hires the Premises for an initial Termof eleven (11) years, commencing on March 26, 2002 (the "**Commencement Date**"),and expiring on March 31, 2013, unless this Lease shall be sooner terminated ashereinafter provided.

**Section2**.       **Amendment ofParagraph 3.1**: Effective as of the date hereof, Paragraph 3.1 of theLease is hereby amended in its entirety to read as follows:

3.1 **DuringTerm.** Tenant shall pay to Landlord at the offices of Moscow CableCom Corp., 5Waterside Crossing, Windsor, CT 06095 Windsor, CT (or at such otherplace as Landlord may hereafter direct by written notice to Tenant), a totalbasic rental (hereinafter referred to as the "**Basic Rent**") which shallbe paid monthly, in advance, commencing on the first day of every calendarmonth during the Term of this Lease, in the amounts set forth in the followingSchedule of Basic Rent Payments:

   SCHEDULE OF BASIC RENT PAYMENTS

| MONTH OF LEASE TERM                   |          MONTHLY            BASIC RENT |           ANNUAL            BASIC RENT |
|---------------------------------------|----------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------|
| March 26, 2002 through March 31, 2003 | $          24,166.67                                                                | $          290,000.00                                                                    |
| April 1, 2003 through March 31,  2004 | $          24,650.00                                                                | $          295,800.00                                                                    |
| April 1, 2004 through March 31,  2005 | $          25,133.33                                                                | $          301,600.00                                                                    |
| April 1, 2005 through March 31,  2006 | $          25,616.67                                                                | $          307,400.00                                                                    |
| April 1, 2006 through March 31,  2007 | $          26,100.00                                                                | $          313,200.00                                                                    |
| April 1, 2007 through March 31,  2008 | $          26,583.33                                                                | $          319,000.00                                                                    |
| April 1, 2008 through March 31,  2009 | $          27,066.67                                                                | $          324,800.00                                                                    |
| April 1, 2009 through March 31,  2010 | $          27,550.00                                                                | $          330,600.00                                                                    |
| April 1, 2010 through March 31,  2011 | $         28,033.33                                                                      | $         336,400.00                                                                          |
| April 1, 2011 through March 31,  2012 | $         28,516.67                                                                      | $         342,200.00                                                                          |
| April 1, 2012 through March 31,  2013 | $         29,000.00                                                                      | $         348,000.00                                                                          |
|                                       |                                                                                                                                  |                                                                                                                                       |  |

**Section3.**        Amendment ofParagraph 28.2: Effective as of the date hereof, Paragraph 28.2 is amendedto add the following proviso at the end of the existing Paragraph 28.2:

**provided****however**,Oliver R. Grace, Jr. (and his heirs or executors) or a limited liability entityin which Oliver R, Grace,  Jr. (or hisheirs or executors) or trusts for the benefit of Oliver R. Grace, Jr. own morethan a fifty percent  (50%) equityinterest, shall, for all purposes during the Term of this Lease (including theOption Term) or any other extensions or additional lease periods that may benegotiated hereafter, be deemed to be an "affiliate" of the Landlord regardlessof what direct or indirect changes in ownership of the Landlord or itsstockholder that may occur after the date of this Amendment #1.

**Section 4.**             Addition of Paragraph 31: Effective as of the date hereof, the Lease ishereby amended to add a new paragraph, Paragraph 31, which shall read asfollows:           

31. Tenant's Option to Renew: Inthe event that the Tenant is not in default in the performance of Tenant's obligationspursuant to this Lease, the Tenant shall have the option to renew ("**Optionto Renew**") the Lease for one (1) additional three (3) year Term (the "**OptionTerm**") commencing on April 1, 2013 and terminating on March 31, 2016 andthe rent during the Option Term shall be: 

(a) First Year of the OptionTerm: For the first year of the Option Term for the first year of theOption Term commencing on April 1, 2013 and terminating on March 31, 2014, theannual rent shall be $354,960.00, the monthly rent during such first year ofthe Option Term shall be $29,580.00, and such rent shall be due and payablepursuant to the terms of this Lease; 

(b) Second Year of the OptionTerm: For the second year of the Option Term commencing on April 1, 2014and terminating on March 31, 2015, the annual rent shall be $362,059.20, themonthly rent during such second year of the Option Term shall be $30,171.60 andsuch rent shall be due and payable pursuant to the terms of this Lease; and

(c) Third Year of Option Term:For the third year of the Option Term commencing on April 1, 2015 andterminating on March 31, 2016, the annual rent shall be $369,300.38, themonthly rent during such third and final year of the Option Term shall be$30,775.03, and such rent shall be due and payable pursuant to the terms ofthis Lease.

Procedure for Tenant toExercise Option Term: In the event that the Tenant elects to exercise theTenant's Option to Renew, the Tenant shall send the Landlord a written notice(the "**Option Notice**") of the Tenant's election to exercise Tenant'sOption to Renew by the later of September 30, 2012 or 30 calendar days afterLandlord gives Tenant notice (the "**Landlord Expiration Notice**") of theexpiration of the initial Term of the Lease. The Option Notice and the LandlordExpiration Notice shall be sent pursuant to the Notice provisions of thisLease. When the Option Notice from the Tenant is delivered to Landlord.  Such election by the Tenant shall be bindingand irrevocable.

**Section5.**            No Other Changes toLease: Except as modified by this Amendment #1, the remaining terms andconditions of the Lease shall remain in full force and effect pursuant to theirrespective terms and subject to their respective conditions.

 

* *SIGNATURES BEGIN ON THE FOLLOWING PAGE * *

IN WITNESS WHEREOF, Landlord and Tenanthave, respectively, caused this Amendment #1 to be signed as of the day, monthand year first above written.

|  | LANDLORD: ANDERSEN LAND CORP (f/k/a THE J.M. NEY COMPANY), a  Delaware corporation  By: /s/ Andrew M. O'Shea         Name: Andrew M. O'Shea  Its:        President and Treasurer                        |
|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |                                                                                                                                                                                                                                                                                                                                                                                        |
|  | TENANT: DERINGER-NEY, INC. (f/k/a DERINGER MFG. COMPANY), an  Illinois corporation  By:   /s/ Lee Trimble       Name: Lee Trimble  Its:       Vice President/Secretary                                                                                                                                                     |
|  |                                                                                                                                                                                                                                                                                                                                                                                        |