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                                      LEASE
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LANDLORD:          EIGHT FARM SPRINGS ROAD ASSOCIATES, L.L.C.

                                        and

TENANT:            HARTFORD FIRE INSURANCE COMPANY


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                                TABLE OF CONTENTS

SECTION                                                                    PAGE

1.       Premises............................................................
2.       Term................................................................
3.       Preparation for Occupancy...........................................
4.       Rent................................................................
5.       Maintenance and Repairs. Taxes and Operating Expenses...............
6.       Services............................................................
7.       Alterations and Improvements........................................
8.       Inspection..........................................................
9.       Casualty ...........................................................
10.      Insurance and Indemnity ............................................
11.      Condemnation........................................................
12.      Default ............................................................
13.      Holdover............................................................
14.      Assignment and Subletting ..........................................
15.      Quiet Enjoyment ....................................................
16.      Subordination ......................................................
17.      Rules and Regulations ..............................................
18.      Estoppel Certificate ...............................................
19.      Change of Name .....................................................
20.      Mechanics Liens ....................................................
21.      Extension ..........................................................
22.      Option to Terminate.................................................
23.      Intentionally Omitted...............................................
24.      Intentionally Omitted...............................................
25.      Intentionally Omitted ..............................................
26.      Attachments ........................................................
27.      Notices ............................................................
28.      Miscellaneous ......................................................
29.      Brokerage Fees .....................................................
30.      Transfer by Landlord ...............................................
31.      Landlord's Liability ...............................................
32.      Applicable Law .....................................................
33.      Arbitration ........................................................

                                   ATTACHMENTS

         Exhibit A -  Space
         Exhibit B -  Land
         Exhibit C -  Hazardous Material Disclosure
         Exhibit D -  Work Letter
         Exhibit E -  Intentionally omitted
         Exhibit F -  Rules and Regulations
         Exhibit G -  Nationwide Lease
         Exhibit H -  Subordination, Non-Disturbance and Attornment Agreement
         Exhibit I -  Memorandum of Lease
         Exhibit J -  Form of Assignment and Assumption Agreement
         Exhibit K -  Estoppel certificate


<PAGE>

                                      LEASE


     THIS LEASE, made as of the l5thofNOVember, 1996, between EIGHT FARM SPRINGS
ROAD ASSOCIATES,  L.L.C., a Connecticut  limited  liability  company,  having an
office at do Edward  Savides,  1709 Page Boulevard,  Springfield,  Massachusetts
01104 (Landlord), and HARTFORD FIRE INSURANCE COMPANY, a Connecticut corporation
having its  principal  office at Hartford  Plaza,  Hartford,  Connecticut  06115
(Tenant).

1.  Premises

     (a) Landlord hereby leases to Tenant and Tenant hereby hires and takes from
Landlord the following:  a building  consisting of approximately  107,654 square
feet of  rentable  area (the  "Building")  shown on Exhibit  A,  located on real
property  known  as 8  Farm  Springs  Road,  Farmington,  Connecticut,  as  more
particularly  described in Exhibit B (the  "Land"),  together with all hallways,
corridors,  lobbies,  lavatories,   elevators,   stairways,   entrances,  exits,
sidewalks, driveways and the parking areas and all other areas and facilities of
the  Building  and  Land  appurtenant  thereto  (the  "Appurtenances")  and  all
improvements located thereon.  The Building,  the Land and the Appurtenances are
hereinafter  collectively  referred to as the "Premises".  This Lease confers no
right or  obligation  (except as otherwise  may be  expressly  set forth in this
Lease) either with respect to subsurface of the Land beneath the Building or the
air space above the Building,  except that Tenant shall have a license to access
the subsurface areas to repair utility lines and for other matters incidental to
Tenant's rights and obligations under this Lease.

     (b)  Subject  to  the  rights  of  Nationwide  Mutual  Insurance   Company,
referenced  below,  Landlord  warrants that it and no other person or entity has
the  right  to  lease  the   Premises   to  Tenant.   Except  for  any   express
representations  of Landlord  contained  herein and those matters which Landlord
has  expressly  retained  liability  for under the terms of this  Lease,  Tenant
acknowledges  and agrees that it has  accepted the Premises in its "As Is, Where
Is and with All Defects"  condition.  Tenant  represents  that it has not relied


                                       1
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upon any  representations  and  warranties  of Landlord or its agents except for
those representations expressly set forth in this Lease.

     (c) (i)  Landlord  has  executed  a  lease  dated  August  27,  1996,  with
Nationwide Mutual Insurance Company  (Nationwide),  as tenant, for approximately
8,625  square feet of rentable  area in the  Building  (Nationwide  Lease),  and
Landlord  represents  to Tenant that a true,  accurate and complete  copy of the
Nationwide Lease, including any and all amendments thereto, is attached and made
a part of this Lease as Exhibit G. Landlord shall pay all brokerage  commissions
or fees arising from the execution of the Nationwide Lease, if any. Tenant will,
at its  expense,  complete  the  improvements  of  Nationwide's  premises in the
Building as required under the Nationwide Lease (Nationwide work).  Effective as
of the execution  date of this Lease,  Landlord shall be deemed to have assigned
to Tenant all of Landlord's  right,  title and interest in and to the Nationwide
Lease  (except  to cure any  default  of  Landlord  under the  Nationwide  Lease
preceding the assumption of the  Nationwide  Lease by Tenant) and except for the
item listed in the  preceding  parenthesis,  Tenant  shall,  effective as of the
execution date of this Lease, be deemed to have assumed all of Landlord's rights
and obligations  under the  Nationwide,  and Tenant will perform and observe all
the  covenants  and  conditions  therein  contained  on  Landlord's  part  to be
performed  and  observed,  which  shall  accrue  from and after the date of such
assumption.  without  limitation to Tenant's  other rights as landlord under the
Nationwide  Lease,  Tenant shall be entitled to collect the rent (fixed  minimum
rent and additional rent) from Nationwide.  Landlord and Tenant shall execute an
instrument  confirming  such  assignment and assumption in the form of Exhibit J
hereto,  promptly  following  the  execution  date of this Lease,  however  such
instrument  shall  not be  deemed a  pre-condition  to the  consummation  of the
assignment  and  assumption  of  the  Nationwide  Lease  as the  assignment  and
assumption provisions hereof shall be deemed self-operative.  Such instrument of
assignment and assumption of the Nationwide  Lease shall promptly be recorded of


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<PAGE>

record  and if this  Lease  shall  terminate  prior  to the  termination  of the
Nationwide  Lease,  then the  Nationwide  Lease  shall  automatically  be deemed
re-assigned to Landlord without the formality of a signed writing of assignment.
Tenant  agrees,  however,  that in such  event it  shall  execute  a  reasonable
instrument in recordable form  reassigning  the Nationwide  Lease to Landlord in
confirmation  of such  assignment.  Tenant  shall  indemnify  and hold  Landlord
harmless  from and against any breach by Tenant of its  obligations  as landlord
under the Nationwide  Lease,  which  indemnity  shall survive the termination of
this Lease.  Tenant further agrees to exercise its rights as landlord thereunder
to require  Nationwide  to comply with  Nationwide's  obligations  thereunder to
provide subordination agreements. estoppel certificates,  notice and opportunity
to cure to  Landlord  and its  lenders  and any other  matters  that may  expose
Landlord to liability.  Landlord shall have, and hereby  reserves,  the right to
cure defaults of Landlord under the Nationwide Lease occurring prior to the date
that the Nationwide Lease is assumed by Tenant and those obligations of Landlord
which are not being assigned to Tenant and Landlord also reserves the right,  at
its option.  to enforce the landlord's  rights under the Nationwide Lease to the
extent such  enforcement is necessary to the  preservation of Landlord's  rights
hereunder and with respect to the Premises, including Nationwide's obligation to
provide subordination agreements and estoppel certificates.  Once the Nationwide
Lease is assigned to Tenant,  Landlord shall have the right to look to Tenant as
the tenant of the entire  Building  pursuant  to this  Lease,  and Tenant  shall
enforce the Nationwide Lease in the manner necessary for Tenant comply with this
Lease.

     (ii) Intentionally omitted.

     (iii) Tenant and  Nationwide may agree to terminate or amend the Nationwide
Lease without  consent of the Landlord,  unless any such amendment  would create
any obligation on the part of Landlord,  alter any rights of Landlord thereunder
which might effect Landlord's  ability to finance the Premises or such amendment


                                       3
<PAGE>

would survive any  termination  of this Lease.  Notwithstanding  the  foregoing,
Landlord agrees that it shall not unreasonably withhold,  delay or condition its
consent to any such amendment,  and if Tenant requests that Landlord  approve an
amendment and Landlord fails to notify Tenant whether  Landlord has consented or
denied such  amendment  within 20 days after receipt of such request,  then such
failure  shall be deemed to be an approval of such  amendment.  Any such amended
Nationwide  Lease  must  remain  fully  subordinated  to any  present  or future
mortgage and other rights and interests of Landlord's present and future lenders
and any present or future ground leases.

     (d) The  Premises  shall be used only for general  office  purposes and all
lawful uses incidental or related thereto.

     2. Term

     The term of this Lease shall  commence on the execution  date of this Lease
(the  "Commencement  Date") and end on December 31, 2006 (the Expiration Date"),
both dates inclusive (the "Original Term"), unless the original Term is extended
as  provided in Section 21.  "Term",  as used in this Lease,  shall be deemed to
include the Original Term and any extensions thereof (such extensions, or any of
them, being sometimes referred to as the "Extended Term").

     3. Preparation for Occupancy

     (a) On the execution date of this Lease,  Landlord shall deliver possession
of the  Premises to Tenant in an "as is,  where is, with all defects  condition"
(except as otherwise  maybe expressly set forth in this Lease) free and clear of
all tenants except Nationwide.

     (b) Upon delivery of  possession  of the Premises,  Tenant shall proceed to
prepare the  Premises in  accordance  with the Work  Letter  attached  hereto as
Exhibit D.

4.  Rent

     (a)  Commencing  January 1, 1997,  Tenant  shall pay,  without  notice from
Landlord,  an annual Fixed Rent in equal monthly  installments in advance on the
first day of each calendar month during the original Term in lawful money of the


                                       4
<PAGE>

United States  without  demand,  right of set off,  abatement,  counterclaim  or
demand (except as maybe expressly  permitted in this Lease), to Landlord at P.O.
Box  3097,  Springfield.  Massachusetts  01101-3097  (or for  overnight  courier
delivery to 1709 Page Boulevard,  Springfield,  Massachusetts 01104), or at such
other  address as Landlord  shall give notice of from time to time in accordance
with the following schedule (or pursuant to electronic  transfer of funds as may
be subsequently agreed to between Landlord and Tenant)


         Lease                Fixed Rent            Monthly installment
         Period               Per Annum               of Fixed Rent
         ------               ---------             -------------------

         1997                $  975,345.24            $  81,278.77
         1998                 1,007,641.40               83,970.12
         1999                 1,039,937.64               86,661.47
         2000                 1,072,233.84               89,352.47
         2001                 1,104,530.04               92,044.17
         2002                 1,136.826.24               94,735.52
         2003                 1,169,122.44               97,426.87
         2004                 1,201,418.64              100,118.22
         2005                 1,233,714.84              102,809.57
         2006                 1,266,011.04              105,500.92


     The  Fixed  Rent  for any  period  of less  than  one (1)  month  shall  be
apportioned  based on the  number of days in that  month and shall be payable on
the first day of such period. Except for those items expressly set forth in this
Lease  that  Landlord  is  responsible  for,  Tenant  shall pay all other  costs
associated  with  the  Premises  including,   without  limitation,  the  repair,
replacement,  maintenance  and  operation of the  Premises,  real estate  taxes,
assessments and special assessments (which Tenant shall be permitted to pay over
the  longest  period  permitted  by  the  assessing  authority  and  except  for
assessments  directly  attributable to Tenant's  actions (which shall remain the
responsibility  of Tenant even after the Expiration Date or earlier  termination
of this Lease), Tenant shall be responsible only for payments of assessments due
during the Term),  insurance  and all other costs and  expenses,  as  additional
rent,  but Tenant  shall have no  obligation  to pay for  Landlord's  Structural


                                       5
<PAGE>

Repair  Obligation  (as  defined in Section 5) unless  resulting  from  Tenant's
negligence or willful  misconduct  (exclusive of matters covered and paid for by
Landlord's  casualty  insurance) . Tenant  shall pay the Fixed Rent,  additional
rent  and  all  other  charges   payable  by  Tenant   pursuant  to  this  Lease
(collectively  the "Rent") to Landlord at the address set forth above or, in the
case of items other than Fixed Rent,  Taxes and Insurance  Premium Cost (as both
terms are defined  below),  directly to the party  charged  with the  collection
thereof or to such other place as Landlord may designate by notice to Tenant. in
the case of payments  directly to other parties,  Tenant shall,  upon request of
Landlord, provide Landlord with reasonable evidence of such payment.

     (b) Upon notice from  Landlord,  Tenant shall pay, on the first day of each
month of the Term,  one twelfth  (1/12) of Taxes and  Insurance  Premium Cost as
reasonably estimated by Landlord.  Landlord shall notify Tenant of the amount of
such  monthly  payments.  and  Landlord  may change  the amount of such  monthly
payments  from time to time during the Term to more  closely  reflect the actual
anticipated  cost thereof.  On or before March 30th of each calendar year (or as
soon thereafter as Landlord deems practical). Landlord shall deliver to Tenant a
statement of Taxes and Insurance Premium Costs for the preceding  calendar year,
together with such documentation as Tenant may reasonably require to confirm the
amount of such  monthly  payments.  Landlord  reserves  the right,  however,  to
deliver such statements on a quarterly basis rather than yearly basis. If actual
Taxes and insurance  Premium Costs for the immediately  preceding  calendar year
(or quarter.  as  applicable)  exceeds the  aggregate of the  estimated  monthly
payments made by Tenant for such year (or quarter. as applicable).  Tenant shall
within thirty (30) days of the receipt of such statement,  tender to Landlord an
amount  equal to such  excess  as  additional  rent.  If such  aggregate  of the
estimated  monthly payments exceeds the actual costs therefor for such preceding
calendar year (or quarter.  as  applicable),  then Landlord shall credit against
Tenant's next ensuing  monthly  installment  or  installments  of Rent an amount


                                       6
<PAGE>

equal to such difference until the credit is exhausted, or at Tenant's election,
Landlord  shall  refund  such  excess  to Tenant  within 30 days  after any such
reconciliation.

     (c)  Tenant  covenants  and  agrees  to pay  to  Landlord  interest  on all
installments of Fixed Rent and additional rent not paid - then due, from the due
date  through  the date of  payment,  such  interest  to be at the rate of three
percent (3%) plus the "Prime Rate" (as used herein,  "Prime Rate" shall mean the
rate of  interest  per  annum  published  from  time to time by the Wall  Street
journal as the prime commercial lending rate);  provided,  however,  that Tenant
shall not pay such  interest  on any two (2)  occasions  during a calendar  year
unless five (5)  business  days have  passed  after  written  notice of Tenant's
delinquency.

     5. Maintenance and Repairs, Taxes and Operating Expenses

     (a) With the exception of Landlord's  structural  Repair Obligation and any
other  matter which this Lease  expressly  provides  that  Landlord is, or shall
remain,  responsible  for,  this is an  absolute  net lease;  the Fixed Rent due
Landlord  hereunder  being  absolute  net to  Landlord  and  it is  the  express
agreement of the parties that (except as otherwise maybe  expressly  required by
this Lease) Landlord shall have no financial obligations whatsoever with respect
to the  Premises  during  the Term.  Except for those  matters  which this Lease
expressly  provides that Landlord is, or shall remain,  responsible  for, Tenant
shall pay as  additional  rent as and when due and before the  occurrence of any
late  charge or :ate  payment  penalty,  all costs and  expenses  of every  kind
whatsoever with respect to the Premises, known, unknown,  absolute,  contingent,
present and future,  as though Tenant were the sole owner of the  Premises,  and
Landlord shall have no obligation  whatsoever  with respect  thereto.  Except as
expressly set forth in this Lease, no failure of services,  utility shortages or
outages,  casualty,  condemnation or any other matter  whatsoever  shall release
Tenant from its obligations to pay all Fixed Rent and additional rent under this
Lease.  Except as expressly set forth in this Lease, there are no circumstances,
foreseeable  or  unforeseeable,  under which  Tenant shall be permitted or shall


                                       7
<PAGE>

have the right or power to abate or set off  against  Fixed  Rent or  additional
rent, or terminate this Lease.  Tenant shall,  however,  be permitted to pursue,
judicially,  remedies  available to it at law or equity for a breach by Landlord
of  any  Landlord  obligations  hereunder.   Without  limitation  to  the  broad
undertaking  of the  Tenant  herein  to pay for all costs  and  expenses  of the
Premises as though Tenant were the owner thereof:

     (i) Tenant  covenants  and agrees to  discharge  and pay to Landlord or its
lender (or if required by Landlord to the authority  charged with the collection
thereof)  before the same  become  delinquent  and  before any fine,  penalty or
interest  may be added for  nonpayment  of any and all real  estate  taxes  with
respect to the  Premises,  unless  Landlord  shall have  exercised its option to
accrue for Real Estate Taxes as set forth in Section 4 (b).  "Real Estate Taxes'
or "Taxes" are defined as all real estate taxes and assessments  (subject to the
qualification set forth in section 4), license or permit fees, excises,  imposts
and charges of any kind that are levied or assessed  against the Premises,  this
Lease or the leasehold  estate created hereby or any taxes which shall be levied
on the rentals of the Premises in lieu of any such real estate taxes.  Taxes for
any  portion  of the Term shall be the  amount of the real  estate  taxes as are
finally  determined to be legally payable by legal proceedings or otherwise.  if
the Real Estate  Taxes for any portion of the Term are reduced  after Tenant has
paid them, Tenant shall be entitled to receive all credits or refunds therefrom.
Landlord and Tenant shall each promptly  furnish to the other copies of any bill
received  for Real Estate  Taxes.  If Tenant  fails to pay any Real Estate Taxes
when due, Landlord,  without declaring a default hereunder and without relieving
Tenant of any liability  hereunder,  may, but shall not be obligated to, pay any
such Real Estate  Taxes and any amount so paid by  Landlord,  together  with all
reasonable  costs and  expenses  incurred by Landlord in  connection  therewith,
shall  constitute  additional  rent  hereunder and shall be paid  immediately by
Tenant to Landlord  on demand with  interest.  Tenant's  obligation  to pay Real


                                       8
<PAGE>

Estate Taxes and any other charges  hereunder which accrue during the Term shall
survive any termination of this Lease. Anything in the foregoing to the contrary
notwithstanding,  Landlord shall be liable for and shall pay any fees,  interest
or penalties  incurred by Tenant due to Landlord's  failure to promptly  furnish
Tenant with a copy of any bill so received by Landlord.

     (ii) Tenant covenants and agrees that it shall pay when due all charges for
all public or private  utility  services  incurred  with respect to the Premises
including,  but  not  limited  to,  water,  sewer,  gas,  light,  heat  and  air
conditioning, telephone, electricity, cable television, trash removal, power and
other utility and  communications  services that are rendered to the Premises at
any time during the Term.

     (iii)  Tenant shall also be solely  responsible  for and shall pay when due
all charges for cleaning and  janitorial  services with respect to the Premises,
pest  control  and  extermination  services,  removal  of ice and snow  from the
driveways and parking areas and for security services.

     (iv) Except as otherwise may be expressly  set forth in this Lease,  Tenant
shall, at all times during the Term, maintain the premises in good condition and
repair,  and  consistent  with the  condition of such items in other first class
office  buildings  located  in  the  area  in  which  the  Building  is  located
("Reasonably  Good  Condition"),  and except for  Landlord's  structural  Repair
Obligations, perform all maintenance,  non-structural repairs and non-structural
replacements to the Premises,  including grounds keeping, landscape maintenance,
janitorial  and security  services and exterior  lighting  necessary to keep the
Premises in  Reasonably  Good  Condition  and the  parking  lots,  all  Building
systems,  sewer and septic  systems,  elevators,  plumbing,  electrical  and all
heating,  air-conditioning and ventilation systems and equipment,  and all other
improvements  which are  structural  components  of the Land,  the  Building and
Appurtenances in a commercially reasonable manner and Tenant shall pay all costs


                                       9
<PAGE>

and expenses  therefor,  and except as otherwise  may be expressly  set forth in
this  Lease,  Landlord  shall  have  no  responsibility  for any  such  repairs,
replacements and maintenance items.

     Landlord  shall,  at its sole cost and expense,  maintain in good condition
and repair throughout the Term, the major structural  components of the Building
which shall be deemed to consist solely of the sub-roof, load bearing structural
steel,  foundation,  footings,  structural  roof deck (excluding the roof skin),
major  repairs of a capital  nature to the exterior  skin of the  Building,  and
shall also include the repair of any and all damage caused by the maintenance or
repair of any of the above listed items, but shall exclude,  without limitation,
ordinary and necessary repairs to any such items such as nonstructural  cracking
of the Building skin,  caulking,  windows,  window frames,  doors,  door frames,
penetrations, appearance and cosmetic matters, painting, cleaning, utility lines
(interior  and  exterior),  parking  lot  and any  matters  resulting  from  the
negligence,  failure to properly maintain in a commercially reasonable manner or
willful  misconduct  by Tenant  (the  preceding  obligation  of  Landlord  being
referred  to herein as  "Landlord's  Structural  Repair  Obligation").  Landlord
shall, at Landlord's sole cost and expense, perform Landlord's structural Repair
Obligation  so that such items are  maintained  in good repair and condition and
consistent  with  the  condition  of such  items  in other  first  class  office
buildings  located  in the  area in  which  the  Building  is  located,  and all
replacement  installations  shall be at least equal in quality to the quality in
place  as of the  date of this  Lease.  Landlord  shall  perform  such  repairs,
maintenance and replacements at a time and in a manner so as to minimize, to the
extent  reasonably  possible,  any disruption of or  interference  with Tenant's
business or access to the Premises  (although  such  efforts  shall not obligate
Landlord to pay  overtime  or  nighttime.  weekend or holiday  rates in order to
perform such work).

     (v)  Except  for  Landlord's  structural  Repair  Obligation  and all other
matters which this Lease expressly  provides that Landlord remains  responsible,
Tenant shall at its sole cost and expense,  comply with all rules,  regulations,


                                       10
<PAGE>

orders,  laws,  ordinances and legal  requirements  (including the  Occupational
safety and Health  Act, as  amended)  and  standards  issued  thereunder  by any
governmental  authority or fire rating  organization  ("Laws")  which affect the
Premises, Appurtenances.  Land, Building, and equipment and improvements or that
require repairs, alterations, changes or additions thereto, including structural
repairs,  alterations,  changes or  additions.  All boilers  and other  pressure
vessel equipment, if any, shall be maintained by Tenant and repaired or replaced
(in part or whole) in accordance with current ASME standards and Code.

     (vi)  (A) As of the  Commencement  Date,  Landlord  represents  that it has
reviewed  a Phase I  environmental  site  assessment  of the  Building  and Land
performed  during  the  calendar  year of 1995,  and to the  best of  Landlord's
knowledge  except for those matters  disclosed on' the attached Exhibit C, there
is no  "Hazardous  Material"  in. on or under the  Premises,  Building  or Land,
"Hazardous  Material" shall mean: (1) asbestos or asbestos containing  material,
(2)  polychlorinated  biphenyls  in  concentrations  greater  than 50 parts  per
million  and (3) any other  material or  substance,  whether  solid,  gaseous or
liquid,  which ~ay pose a present  or  potential  hazard to human  health or the
environment  when  improperly  disposed of,  treated,  stored,  transported,  or
otherwise  managed,  including (a) hazardous waste identified in accordance with
section 3001 of the Federal  Resource  Conservation and Recovery Act of 1976, as
amended,  and (b)  hazardous  waste or material  identified by regulation of any
governmental  authority  regulating  environmental  or  health  matters.  Tenant
acknowledges  and  accepts,  in its  "As  Is,  Where  Is and  with  All  Defects
Condition",  asbestos  containing  materials known to exist in the roof flashing
material and in boiler gaskets.

     (B) Except for Hazardous Materials  discovered in or on the Premises due to
the  acts  or  omissions  of  Landlord,  or  Landlord's  agents,   employees  or
contractors or Hazardous Materials discovered subsurface of the Land beneath the
Building (unless due to the acts or omission of Tenant or its agents,  employees


                                       11
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or  contractors)  which  Landlord  has  retained  liability  therefor  and which
Landlord  shall cause to be removed or remediated to the extent  required by and
in compliance,  with all applicable Laws and in accordance with the requirements
of this section;  if any Hazardous  Material is discovered in or on the Premises
during the Term,  Tenant shall, at its sole cost and expense,  completely remove
or remediate all of such Hazardous Material strictly in accordance with all Laws
within 30 days after Tenant is notified or becomes aware of such  discovery.  If
Tenant  discovers  Hazardous  Material  (or  is  given  notice  thereof)  in the
premises,  Tenant shall give Landlord  prompt notice of the same. If the removal
or remediation of such Hazardous Material cannot be completed within such 30-day
period, this period shall be extended for a reasonable additional time, provided
Tenant has commenced the removal or remediation or has commenced the process for
determining  the  method of such  removal  or  remediation  and the  receipt  of
approvals,  if required,  for any such  removal,  within 30 days after notice of
discovery  and  proceeds  diligently   thereafter  to  effect  such  removal  or
remediation.  If either the presence,  removal or  remediation  of any Hazardous
Material which Landlord has retained liability for under this Lease will prevent
Tenant from carrying on its normal business  operations,  in Tenant's reasonable
judgment,  for a period of more than 365 days,  then Tenant may  terminate  this
Lease by giving notice to Landlord.  If Landlord shall,  in good faith,  dispute
Tenant's  determination  that  the  presence,  removal  or  remediation  of such
Hazardous  Material  will prevent  Tenant from  carrying on its normal  business
operations,  in Tenant's reasonable  judgment,  during such 365-day period, then
Landlord shall have the right to require the matter to be arbitrated pursuant to
the arbitration provisions of Section 33 and any termination by Tenant shall not
be deemed  effective until a final decision is rendered  pursuant  thereto.  The
Rent shall abate equitably based on the practical nonavailability of any portion
of the premises for the  purposes  permitted by this Lease due to the  presence,
removal or remediation  of the Hazardous  Material.  Upon any such  termination,


                                       12
<PAGE>

Tenant's  obligations  hereunder,  including the  obligation to pay Rent,  shall
cease as of the date specified in the notice as though this Lease had expired by
lapse of time.  Rent shall be apportioned as of the date of termination  and all
prepaid  Rent shall be repaid to  Tenant.  Each party  shall  provide  the other
prompt notice of the discovery of Hazardous Material of which such party becomes
aware.

     (C)  Landlord  shall  indemnify  Tenant and hold it  harmless  against  any
claims,  damages,  losses or liabilities  (including reasonable attorneys' fees)
incurred by Tenant and  arising  from the  installation,  presence or removal of
Hazardous  Material which  Landlord has retained  liability for under this Lease
and,  further,  if  Landlord  has  received  from any  state,  federal  or local
governmental  authority  or agency  notice of a  violation  by  Landlord  of any
Hazardous  Material  Laws or has  received  an order from any such  governmental
authority  or agency to comply with any such  Hazardous  Material  Laws and such
violation  relates to Hazardous  Material which Landlord has retained  liability
for under this  Lease,  then if  Landlord  fails to remedy or to comply with any
such order,  Landlord shall  indemnify  Tenant and hold it harmless  against any
claims damages,  losses or liabilities  (including  reasonable  attorneys' fees)
incurred  by Tenant as a result of  Landlord's  failure to so  comply;  provided
however,  the foregoing indemnity shall not apply to (i) any substance currently
in the Premises but determined to be a Hazardous Material after the Commencement
Date or (ii) any substance  installed by Landlord,  its agents,  contractors  or
employees in or on the Premises  after the  Commencement  Date and  subsequently
determined  to be  Hazardous  Material  except  insofar as any claims,  damages,
losses or  liabilities  (including  reasonable  attorneys'  fees) arise from the
removal thereof.

     (D) Tenant represents and warrants that Tenant, its agents,  contractors or
employees shall not bring, keep, store or discharge any Hazardous Material on or
in the Premises, the Building or the Land, except that Tenant shall be expressly


                                       13
<PAGE>

permitted to use such  quantities of such  Hazardous  Material as is customarily
found and used in the operation of a business  office or in the management of an
office building,  provided the same are used in accordance with applicable Laws.
Tenant  shall  indemnify  Landlord  and hold it  harmless  against  any  claims,
damages,  losses or liabilities  (including reasonable attorneys' fees) incurred
by Landlord  and arising  from any breach of the  foregoing  representation  and
warranty  of  Tenant  and from the  installation,  presence  or  removal  of the
Hazardous  Material by Tenant, its agents,  contractors or employees;  provided,
however,  the foregoing  indemnity shall not apply to any substance installed by
Tenant,  its  agents,  contractors  or  employees  in or  on  the  Premises  and
subsequently determined to be Hazardous Material,  except insofar as any claims,
damages, losses or liabilities (including reasonable attorneys' fees) arise from
the presence or removal thereof.

     6. Services

     (a) Tenant shall, at its sole cost and expense,  contract directly with the
appropriate utility company or governmental entity for the following  utilities,
as well as all other  services  necessary  for Tenant's  specifications  and the
legal use and occupancy of the Premises:

         (i)   Running water.
         (ii)  Electricity.
         (iii) Sanitary sewer service.
         (iv)  Natural Gas.

     (b) Landlord  represents  that the foregoing  services are available to the
Building and are adequate for general office use of the Premises.

     7. Alterations and Improvements

     (a) Tenant at its own expense may, without  Landlord's  consent,  make from
time  to  time  such  nonstructural  alterations,   additions  and  improvements
("Nonstructural Alterations") in and to the Premises as it may deem necessary or
desirable; provided any such Nonstructural Alterations does not adversely affect
the base Building systems and such Nonstructural Alterations will not reduce the


                                       14
<PAGE>

fair market value of the  Premises.  Landlord  shall  cooperate  with Tenant in
securing any necessary building and other permits,  the cost thereof being borne
by Tenant.  Tenant at its own expense may, with Landlord's consent, such consent
not  to be  unreasonably  withheld,  conditioned  or  delayed  (but  subject  to
Landlord's rights to disapprove such alterations as provided in section 1 of the
Work Letter),  make such  structural  alterations,  additions  and  improvements
("Structural  Alterations")  in and to the Premises as it may deem  necessary or
desirable  provided,  however,  that if  Landlord  fails to respond to  Tenant's
request for consent  within 20 days,  then  Landlord's  consent  shall be deemed
approved,  provided that such notice clearly states that  Landlord's  failure to
respond  within 20 days of receipt of such notice  shall  constitute  consent by
Landlord,  and  Tenant  may  proceed  with  such  alterations  or  improvements.
Notwithstanding the foregoing, Landlord may condition the approval of Structural
Alterations  upon the requirement  that such alterations be removed by Tenant at
the  expiration  of the Term,  which  requirement  shall be stated in writing to
Tenant at the time that Landlord gives its  permission to make such  alterations
and  Tenant  shall at its  expense  repair  any  damage to the  Premises  or the
Building  caused  by the  removal.  Work  shall be done in good and  workmanlike
manner  and  Tenant  shall  keep  the  Premises  free  of all  materialmen's  or
mechanic's  liens in  connection  with any such work by Tenant and Tenant  shall
maintain  worker's  compensation  insurance  for the work  being  performed.  In
connection with Structural  Alterations and  nonstructural  Alterations,  Tenant
shall  select a  reputable  general  contractor  to perform  the work and Tenant
agrees to permit  Landlord  to  submit a bid for any work  costing  in excess of
$50,000.00  during  the first  365 days  after  possession  of the  Premises  is
delivered to Tenant,  however the parties understand and agree that Tenant shall
not  be  required  to  award  the  work  to  Landlord  in its  sole  discretion.

     (b) Tenant may, at its option,  remove  from the  Premises  any  furniture,
furnishings,  trade fixtures, business equipment or other property which are not
built into the  Premises  and were  installed  by or for  Tenant at its  expense


                                       15
<PAGE>

("Tenant's  Property")  Tenant at its expense  shall repair any damage caused by
such removal.

     8. Inspection

     Landlord  shall,  upon advance  notice to Tenant  (except in an emergency),
have the right at all reasonable times to inspect the Premises,  to make repairs
and improvements  thereto (as expressly required or permitted in this Lease) and
to bring and place  materials  in the Premises  related  thereto and to show the
same to prospective and current  mortgagees and purchasers;  provided,  however,
that  Landlord  shall use all  reasonable  efforts to  minimize  disturbance  to
Tenant's  use and  occupancy of the Premises  (although  such efforts  shall not
obligate  Landlord to pay  overtime or  nighttime,  weekend or holiday  rates in
order to perform such work).  During the last year of the Term,  Landlord  shall
also have the right to show the Premises to prospective tenants.

     9. Casualty

     (a) (i) If the Building,  the Premises, or the Appurtenances are damaged by
fire or other casualty,  Tenant shall provide Landlord with immediate notice and
Landlord shall promptly obtain a bid for the repair or restoration (but not with
respect to Tenant's Property) and shall deliver to Tenant notice,  together with
a statement  prepared by a reputable  contractor or architect  setting forth the
contractor's or architect's  estimate, of the time required to repair the damage
(the "Repair  period"),  said notice being given to Tenant  within 30 days after
the date of the damage  (unless  Landlord  completes  such repairs within the 30
days) . For purposes of  determining  the Repair  period,  it shall be deemed to
commence on the date of Landlord's  receipt from Tenant of notice of the damage.
If the Repair  period is  determined  to be longer than 365 days (such  estimate
being  referred  to as the  "outside  Repair  Period")  and if such  damage will
prevent Tenant's ability to carry on its business  operations during the outside
Repair  period as reasonably  determined  by Tenant,  Tenant shall give Landlord
notice  thereof  ("Interruption  Notice")  within  30 days  after  notice of the


                                       16
<PAGE>

outside Repair period. If Tenant gives Landlord the Interruption Notice,  either
Landlord  or Tenant may elect to  terminate  this Lease by giving  notice to the
other ("Termination  Notice") within 15 days after the Interruption Notice, of a
date on which the termination  shall be effective,  which date shall be not less
than 30 days nor more than 90 days after the  Termination  Notice.  If  Landlord
shall,  in `good  faith,  dispute  Tenant's  determination  that the damage will
prevent Tenant's ability to carry on its business  operations during the outside
Repair  period,  then Landlord  shall have the right to require the matter to be
arbitrated  pursuant  to the  arbitration  provisions  of  Section  33  and  any
termination  by Tenant shall not be deemed  effective  until a final decision Is
rendered pursuant  thereto.  Upon such  termination,  this Lease,  including the
obligation of Tenant to pay the Rent,  shall cease as of the date of termination
as though by lapse of time,  provided,  however,  that the Rent shall  equitably
abate from the date of the damage.

     (ii) If the Lease Is not terminated  and Landlord  undertakes to repair and
restore and comply with the  provisions  of Section 91b1 below,  and the outside
Repair  period is longer than 365 days,  then  Landlord  shall deliver to Tenant
between  the 90th and  120th  day a  statement  prepared  by the  contractor  or
architect of the time remaining to complete the repair and restoration  ("Second
Repair  Notice").  If the Second  Repair  Notice  indicates  that the period for
repair will extend more than 90 days after the original estimated outside Repair
period  (except for delays due to Force Majeure and except that the period shall
be extended one day for each day of delay caused by Tenant's acts or omissions),
then Tenant shall have a right to terminate this Lease by notice to Landlord and
upon such termination,  Tenant's obligations hereunder, including the obligation
to pay Rent, shall cease as ,of the day of such termination,  provided, however,
Rent  shall  abate  equitably  for that  portion of the  Premises  so damaged or
rendered untenantable from the date of the damage.

     (b) If the Lease is not terminated: (I) the Rent shall abate for the period
the Premises are untenantable,  and if a portion of the premises are tenantable,


                                       17
<PAGE>

Tenant shall pay the Rent for only such portion of the Premises  which Tenant in
its reasonable judgment may reasonably occupy; and (ii) all repairs necessary to
restore the  Premises to their  original  condition  (subject,  however,  to the
limitations of law and the  availability  of materials)  shall be: (1) commenced
within  30  days  after  the  occurrence  of  such  damage   (obtaining   plans,
specifications,  estimates and permits and demolition  work shall be deemed part
of Landlord's commencement);  (2) performed in a diligent and workmanlike manner
with material at least consistent with that in the Building  (subject,  however,
to the limitations of law and the availability of materials),  the Premises, and
the Appurtenances as of the date of this Lease; (3) completed by Landlord at its
expense and, to the extent  practicable,  with minimum  interference to Tenant's
normal  business   operations.   Anything  in  the  foregoing  to  the  contrary
notwithstanding,  Landlord shall have no obligation to restore and repair if the
event which causes the damage or  destruction  is one which cannot be insured by
the policy of  insurance  described  in Section  10 below,  or if the  insurance
company issuing coverage fails to fund the proceeds of the applicable policy due
to its insolvency or with respect to any claims involving Tenant;  provided that
Landlord's  failure to restore  and  repair  for such  reasons  shall not affect
Tenant's  right to  terminate  this Lease for  failure to repair and  restore as
provided in this Lease.

     (c) Landlord shall carry for the benefit of Landlord, Landlord's lender and
Tenant rent loss  insurance  sufficient  to cover the Fixed Rent and  additional
rent at least equal to the real estate  taxes,  and  operating  expenses for the
prior  year,  payable  for a period of 12 months,  or such  greater  coverage as
Landlord  may elect.  Landlord  shall  obtain such  insurance  from an insurance
company  licensed  to do business  in the State of  Connecticut  with one of the
following ratings:  Best's rating of at least A:XII, or Moody's of at least Aa2,
or a standard and Poor's rating of at least AA.  Landlord  shall provide  Tenant
evidence of such coverage,  upon request.  The cost of such insurance maintained


                                       18
<PAGE>

by Landlord  shall be paid by Tenant to Landlord,  as additional  rent hereunder
(together with the cost of the other Landlord insurances  described herein being
referred to as "Insurance Premium Costs"), as provided in Section 10(f).

     10. Insurance and Indemnity

     (a)  Landlord  shall,  from and after the date hereof,  maintain  insurance
policies  covering the Building and the Appurtenances  against loss,  damage, or
destruction  caused by boiler  explosion  or machinery  breakdown,  fire and the
perils specified in the standard extended coverage endorsement, by vandalism and
malicious mischief,  and by sprinkler,  gas, water, steam and sewer leakage, and
shall also maintain when appropriate builder's risk insurance. Fire and extended
coverage shall equal at least 80 percent of the full replacement cost (valued at
the full  replacement cost without  deduction for  depreciation) of the Building
and  the  Appurtenances,   exclusive  of  architectural  and  engineering  fees,
excavation,  footings and  foundations,  but in any event  sufficient to prevent
application of any coinsurance  provision,  and shall include an inflation guard
endorsement,  or such greater coverage as Landlord shall  reasonably  determine.
Such policies  shall provide for a deductible not greater than  $10,000.00  from
any loss payable and shall contain appropriate  endorsements  denying Landlord's
insurers the right of subrogation  against  Tenant and providing  Tenant 30 days
notice  of   cancellation.   Tenant  may  inspect  the  policies  upon  request.

     (b)  Landlord  shall,  from and after the date hereof,  maintain  insurance
policies  covering  Landlord's  liability  for all claims or losses  (other than
those  for  which  liability  is  waived by  express  provision  in this  Lease)
resulting  from any injury on the Land or Building  to property or persons  from
any cause whatsoever in a single limit of not less than $5,000,000.

     (c) During the Term,  Tenant shall keep its personal  property in and about
the Premises  insured against loss or damage caused by peril covered under fire,
extended  coverage  and all risk  insurance  in an  amount  equal to at least 80


                                       19
<PAGE>

percent of the full  insurable  value  thereof.  The proceeds of such  insurance
shall be used only for the replacement or restoration of such personal property.
Such policies shall contain  appropriate  endorsements  denying Tenant's insurer
the right of subrogation  against Landlord and providing Landlord 30 days notice
of  cancellation.   Landlord  may  inspect   Tenant's   policies  upon  request.
Notwithstanding  the foregoing,  this section 10(c) shall be suspended and of no
force and  effect  for so long as the  named  Tenant  or any  affiliate  thereof
remains a tenant hereunder.  Tenant agrees that Landlord shall have no liability
or responsibility whatsoever for any damage to any person or property within the
Premises due to Landlord or its agents, employees or contractors,  except to the
extent that the insurance  policies listed in Sections 10(a) and (b) cover,  and
then only to the extent of such coverage ("Insured Risks");  provided,  however,
that Landlord shall continue to remain liable for claims and losses that are not
covered by the terms of such policies ("Uninsured Risks").

     (d)  During  the  Term,  Tenant  shall  procure,  keep in force and pay for
comprehensive general liability insurance insuring Tenant on an occurrence basis
against all claims and demands for personal  liability  including bodily injury,
sickness,  disease and death) or damage to property which may be claimed to have
occurred  from and after the time Tenant  entered the  Premises of not less than
$5,000,000.00 in the event of personal injury to any number of persons or damage
to property,  arising out of any one  occurrence.  Such insurance  shall provide
that it shall not be canceled or modified without at least 30 days prior written
notice to each insured  named  therein.  Landlord may inspect the policies  upon
request.  Notwithstanding  the foregoing,  this Section 10(d) shall be suspended
and of no force  and  effect  for so long as the named  Tenant or any  affiliate
thereof remains a tenant hereunder.

     (e) Tenant indemnifies and agrees to hold harmless Landlord from all claims
or losses (other than those for which  liability is waived by express  provision
in this  Lease)  resulting  from any injury  upon the  Premises  to  property or


                                       20
<PAGE>

persons due to any negligence of Tenant,  its agents,  employees or contractors,
Landlord  indemnifies  and agrees to hold  harmless  Tenant  from all claims and
losses (other than those for which  liability is waived by express  provision in
this  Lease)  resulting  from any injury in or upon the Land or the  Building to
property or persons due to any negligence of Landlord, its agents,  employees or
contractors,  but only to the extent  that such  claims and losses are, or would
be,  covered by the  policies  of  insurance  required to be carried by Landlord
hereunder  (also  "Insured  Risks");  provided,  however,  that  Landlord  shall
continue  to remain  liable for claims and losses that are not, or would not be,
covered by the terms of such policies (also "uninsured Risks").  Neither party's
indemnification  of the other  party as  provided  in this  Section  10 shall be
applicable  to the extent that such  claims  result in whole or in part from the
negligence  or the  breach of this  Lease by the other  party,  nor in any event
shall either party be liable to the other for indirect or consequential damages.

     (f) The costs of all  insurance  pursuant  to this  section  maintained  by
Landlord  for the  benefit of  Landlord  and  Tenant  shall be paid by Tenant to
Landlord,  as additional  rent  hereunder,  within 30 days of a written  request
therefor from Landlord to Tenant  accompanied  by a statement  setting forth the
premium for such insurance, or as set forth in Section 4.

     11. Condemnation

     (a)  (i)  If  all  of  the  Land,  the  Building,   the  premises  and  the
Appurtenances  shall be  permanently  condemned  for public use, or  voluntarily
transferred by Landlord to a public or quasi-public body in lieu of condemnation
(any of which  occurrences is hereafter  referred to as a "Taking"),  this Lease
shall  terminate  as of the date  such  taking  is final  and the Rent  shall be
adjusted to the date of termination.

     (ii)  If  a  material  portion  of  the  Building,  the  Premises,  or  the
Appurtenances  shall be taken as a result  of a  Taking,  Tenant  shall  provide
Landlord with immediate  notice and Landlord shall promptly obtain a bid for the


                                       21
<PAGE>

repair or  restoration  and shall  deliver  to Tenant  notice,  together  with a
statement  prepared by a reputable  contractor  or architect  setting  forth the
contractor's or architects'  estimate, of the time required to repair the damage
(the "Condemnation Repair period"),  said notice being given to Tenant within 30
days after Landlord  receives notice from Tenant of the Taking (unless  Landlord
completes  such repairs  within the 30 days).  For purposes of  determining  the
condemnation  Repair  period,  it shall be deemed to commence on the date of the
Taking.  If the  condemnation  Repair period is determined to be longer than 365
days  ("Outside  Condemnation  Repair  period')  and if such Taking will prevent
Tenant's  ability  to  carry  on its  business  operations  during  the  outside
condemnation Repair period as reasonably determined by Tenant, Tenant shall give
Landlord  notice thereof  ("Condemnation  Interruption  Notice")  within 30 days
after notice of the outside Condemnation Repair Period. If Tenant gives Landlord
the  Condemnation  Interruption  Notice,  either Landlord or Tenant may elect to
terminate  this Lease by giving notice to the other  ("Condemnation  Termination
Notice") within 15 days after the condemnation Interruption Notice, of a date on
which the termination  shall be effective,  which date shall be not less than 30
days nor  more  than 90 days  after  the  condemnation  Termination  Notice.  If
Landlord shall, in good faith,  dispute Tenant's  determination  that the Taking
will prevent  Tenant's  ability to carry on its business  operations  during the
outside Repair period,  then Landlord shall have the right to require the matter
to be arbitrated  pursuant to the  arbitration  provisions of Section 33 and any
termination  by Tenant shall not be deemed  effective  until a final decision is
rendered pursuant thereto. Upon such termination,  this Lease shall terminate as
though by lapse of time,  including the obligation to pay the Rent,  shall cease
as of the date of termination,  provided, however, that the Rent shall equitably
abate from the date of the Taking.

     (iii) If the Lease is not terminated and Landlord  undertakes to repair and
restore and comply with the  provisions of Section 11(b) below,  and the outside


                                       22
<PAGE>

Condemnation  Repair period is longer than 365 days, then Landlord shall deliver
to Tenant between the 90th and 120th day a statement  prepared by the contractor
or  architect  of the time  remaining  to  complete  the repair and  restoration
("Second  Condemnation Repair Notice"). If the Second Repair condemnation Notice
indicates  that the period for repair  will  extend  more than 90 days after the
original estimated outside  Condemnation Repair Period (except for delays due to
Force  Majeure and except that the Period shall be extended one day for each day
of delay caused by Tenant's acts or omissions) then Tenant shall have a right to
terminate this Lease by notice to Landlord and upon such termination, this Lease
shall be deemed terminated as though by lapse of time,  including the obligation
to pay Rent as of the date of such Taking and the Rent shall abate equitably for
any portion of the Premises so damaged or rendered untenantable by the Taking.

     (b) If the Lease is not terminated: (i) the Rent shall abate for the period
the Premises are  untenantable,  and if a portion of the premises or the portion
not so Taken are tenantable,  Tenant shall pay the Rent for only such portion of
the Premises  which Tenant in its  reasonable  judgment  may  reasonably  occupy
(except that if  Landlord,  in good faith,  disputes  Tenant's  conclusion,  the
matter shall be arbitrated  pursuant to the arbitration  provision of Section 33
and all Rent shall  continue to be paid pending the outcome  thereof);  and (ii)
all repairs  necessary to restore the Premises (or the portion thereof remaining
following such Taking) to their original  condition  (subject,  however,  to the
limitations  of law and the  availability  of materials)  shall be (1) commenced
within 30 days after Landlord  receives  notice of the occurrence of such Taking
(obtaining  plans,  specifications,  estimates and permits and  demolition  work
shall be deemed part of  Landlord's  commencement);  (2) performed in a diligent
and workmanlike  manner with material at least  consistent with the improvements
in  the  Building  (subject,   however,  to  the  limitations  of  law  and  the
availability of materials),  the Premises,  and the Appurtenances as of the date


                                       23
<PAGE>

of this Lease;  (3)  completed  by  Landlord  at its expense  and, to the extent
practicable, with minimum interference to Tenant's normal business operations.

     (c) Tenant shall not be entitled to any portion of the award or  settlement
resulting from the Taking.  provided the same shall not result in a reduction to
Landlord's claim,  Tenant shall have the right to bring a separate claim against
the Taking authority for Tenant's moving costs and the unamortized book value of
tenant  improvements  paid for by Tenant and not  reimbursed by Landlord (and in
such  case,  Landlord  shall have no  obligations  to  rebuild  any such  tenant
improvements)

     12. Default

     (a) If Tenant shall default in the payment of the Rent and additional  rent
(provided,  however,  that the first two (2) times  during  any  calendar  year,
Tenant shall not be in default of this  provision  and no interest  shall be due
unless such failure to pay Rent continues for ten (10) days after notice thereof
from Landlord) or if Tenant shall default in the performance of any of its other
obligations  under this Lease and such default shall  continue for 30 days after
notice from Landlord  specifying  Tenant's  default (except that if such default
cannot be cured within said 30-day  period,  this period shall be extended for a
reasonable  additional time, provided that Tenant commences to cure such default
within the 30-day period and proceeds diligently thereafter to effect such cure)
or if  Tenant  shall  file a  petition  commencing  or a  proceeding  under  any
bankruptcy or similar laws, or if such a proceeding is filed against  Tenant and
not  dismissed  within 60 days after the filing  thereof,  or if Tenant shall be
adjudged  bankrupt or shall make an assignment  for the benefit of its creditors
or if the Premises or any portion thereof or any interest therein become subject
to a lien resulting from the entry of a final, non- appealable  judgment against
Tenant and Tenant shall have failed to release, discharge or otherwise bond such
lien within 60 days after written notice of such lien has been given by Landlord
to Tenant but in any event prior to  foreclosure  of such lien, or if a receiver


                                       24
<PAGE>

of any  property of Tenant in or upon the  Premises  shall be  appointed  in any
action,  suit or  proceeding by or against  Tenant and is not removed  within 30
days after  appointment,  then, in any of such events,  Landlord  shall have the
immediate option to:

     (1) cure such default and any  reasonable  costs and  expenses  incurred by
Landlord therefor shall be deemed additional rent payable on demand; or

     (2) with or without  terminating this Lease,  reenter the Premises and take
possession  thereof from Tenant by legal  proceedings or otherwise.  If Landlord
takes possession of the Premises and terminates this Lease,  thereafter Landlord
may recover from  Tenant:  (i) the worth at the time of award of any unpaid Rent
which had been  earned at the time of such  termination;  plus (ii) the worth at
the time of award of the amount by which the unpaid  Rent which  would have been
earned  after  termination  until the time of award  exceeds  the amount of such
rental loss Tenant  proves could have been  reasonably  avoided  (assuming  that
Landlord  is not  required  to prefer  the rental of  Tenant's  space over other
available  space in the Building);  plus (iii) the worth at the time of award of
the amount by which the unpaid  Rent for the  balance of the term after the time
of award  exceeds the amount of such rental  loss that  Tenant  proves  could be
reasonably  avoided (assuming that Landlord is not required to prefer the rental
of Tenant's  space over other  available  space in the  Building);  plus (iv) at
Landlord's  election,  such  other  amounts  in  addition  to or in  lieu of the
foregoing  necessary to compensate Landlord for all detriment caused by Tenant's
failure  to perform  its  obligations  under the Lease or which in the  ordinary
course of things would be likely to result  therefrom.  The remedies for default
contained  herein are in  addition  to and not in  limitation  of any rights and
remedies  available to Landlord at law or equity.  As used in subparagraphs  (i)
and (ii)  above,  the  "worth  at the time of  award" is  computed  by  allowing
interest at the rate of 1% per month from and after the first day  following the
date(s) Rent becomes due. As used in subparagraph (iii) above, the "worth at the


                                       25
<PAGE>

time of award" is computed by  discounting  such amount at the  "Discount  Rate"
published from time to time in The Wall Street Journal at the time of award plus
one percent (1%)

     If Landlord  shall  re-enter the Premises and take  possession  from Tenant
without  terminating  this Lease,  provided that Tenant has vacated the Premises
and is not contesting  Landlord's right to possession of the premises,  Landlord
will use  reasonable  efforts to relet the  Premises  and thereby  mitigate  the
damages  which  Landlord  shall  incur.  Tenant  hereby  agrees that  Landlord's
agreement to use  reasonable  efforts to relet the Premises in order to mitigate
its damages shall not be deemed to impose upon Landlord any  obligation to relet
the premises (i) for any purpose other than the use permitted  under this Lease,
or (ii) to any tenant who is not  financially  capable of performing  the duties
and obligations imposed upon such tenant under the applicable lease, or (iii) to
prefer the  Premises  over any other space  available  in the  Building (if this
Lease has been  modified by Landlord  and Tenant such that Tenant then  occupies
less than the entire  building).  In such  event.  Tenant  shall pay to Landlord
monthly the Rent due and payable under this Lease,  less the net proceeds of any
such reletting after deducting Landlord's reasonable costs and expenses incurred
in connection with such reletting,  including,  without  limitation,  reasonable
brokerage  and  attorneys'  fees  and  expenses  and  the  reasonable  costs  of
alterations  or repairs.  Any excess  proceeds from  reletting  shall be held by
Landlord and applied in payment of future Rent due hereunder.

     (3)  continue  this Lease in full force and effect for so long as  Landlord
does not  exercise  Landlord's  right to  terminate  this Lease and Landlord may
enforce all Landlord's rights and remedies under this Lease, including the right
to recover the Rent as it becomes due.

     In all events where this Lease has been  terminated  by Landlord,  Landlord
shall use  reasonable  efforts to mitigate  its damages in the event of Tenant's
default,  but shall not be required to prefer the rental of Tenant's  space over


                                       26
<PAGE>

other available space in the Building or to relet for any purpose other than the
use permitted under this Lease, or to any tenant who is not financially  capable
of  performing  the  obligations  imposed upon such tenant under the  applicable
lease.

     (b) If Landlord shall default in the  performance of any of its obligations
under this Lease,  and such default shall continue for 30 days after notice from
Tenant  specifying  Landlord's  default  (except that if such default  cannot be
cured within said 30-day period,  this period shall be extended for a reasonable
additional  time,  provided that Landlord  commences to cure such default within
the 30-day  period and  proceeds  diligently  thereafter  to effect  such cure),
Tenant  may,  without  prejudice  to any of its other  rights  under this Lease,
correct or cure such default by Landlord  and invoice  Landlord for the cost and
expenses incurred by Tenant therefor, and Landlord shall reimburse Tenant within
30 days following receipt of such invoice and data supporting the sum requested.

     13. Holdover

     Any  holding  over  after the  expiration  of the Term  shall be deemed and
construed  to be a tenancy  at  sufferance  with the Fixed Rent equal to 150% of
said Fixed Rent for any succeeding  months of holdover and shall otherwise be on
the terms and conditions herein specified so far as applicable.

     14. Assignment and Subletting

     Tenant may assign this Lease or sublet the  premises in whole or in part at
any time during the Term with the prior consent of Landlord (which consent shall
not be unreasonably  withheld,  conditioned or delayed),  provided that any such
assignment  or sublease  shall  limit use of the  Premises  in  accordance  with
Section 1(c) of this Lease and shall  otherwise be in compliance  with the terms
hereof to the extent  applicable.  In such event,  Tenant shall notify  Landlord
thereof,  and shall provide  Landlord with a copy of such assignment or sublease
and  shall  remain  responsible  for  the  faithful  performance  of  all of the
covenants,  terms and  conditions  hereof on Tenant's part to be performed.  Any


                                       27
<PAGE>

such sublessee or assignee shall execute and deliver to Landlord, a commercially
reasonable form of Landlord consent. Landlord agrees that if Tenant assigns this
Lease and the assignee defaults under a non-monetary obligation under this Lease
and fails to cure such default  within the  applicable  grace  period.  Landlord
shall not prevent Tenant from  recovering  possession of the Premises and curing
the  assignee's  default  within 30 days after the  expiration of the applicable
cure period under this Lease,  but nothing  herein shall be deemed to extend any
period for cure by more than  thirty  (30) days.  In the case of default by such
assignee,  Landlord agrees to give notice thereof to Tenant. Landlord shall have
the right to  approve  all  signage  proposed  to be placed on the  Premises  in
connection  with any such  assignment or sublease  (subject to the provisions of
section 19), such approval not to be unreasonably withheld.

     15. Quiet Enjoyment

     So long as Tenant is not in default beyond the applicable  grace periods in
the payment of the Rent or in the performance of any other covenant or agreement
herein contained, Landlord covenants that Tenant may peaceably and quietly have,
hold,  occupy and enjoy the premises  free and clear of claims  arising  through
Landlord, subject, nevertheless, to the terms of this Lease.

     16. Subordination

     This  Lease,  and all of the  rights of Tenant  hereunder  are and shall be
subordinate  to (i) the lien of any mortgage  which may now or hereafter  affect
the Premises and to all renewals,  modifications,  consolidations,  replacements
and  extensions  thereof  and to any  and all  advances  now or  hereafter  made
thereunder,  (ii) all  future  ground  leases  of the  premises,  and  (iii) all
encumbrances  hereafter of record (each holder of such superior  interest  being
referred to herein as a  "Mortgagee");  providing  such  Mortgagee  executes and
delivers to Tenant a commercially reasonable  nondisturbance  agreement (and the
parties agree a form of nondisturbance  agreement  substantially similar to that
attached  hereto as Exhibit H is a reasonable  form thereof).  Landlord shall be


                                       28
<PAGE>

responsible  for any fees charged by Mortgagee in  connection  with  Mortgagee's
review and  approval of an  amendment  to this Lease.  In  confirmation  of such
subordination,  within ten (10) days next following  Landlord's request,  Tenant
shall execute and deliver such certificate in recordable form. In the event that
Tenant shall fail or refuse to execute such  certificate or document  within the
aforesaid time period, then Landlord shall send Tenant a second request therefor
(Second Request). If Tenant fails to deliver such certificate or document within
5 days after Tenant's  receipt of the Second Request then Tenant's failure to do
so within such 5-day period shall be an event of default, and without limitation
to Landlord's remedies for Tenant's defaults  hereunder,  Tenant hereby appoints
the Landlord as its  attorney-in-fact,  coupled with an interest, to execute the
same on behalf of Tenant,  agrees that such  appointment  shall be binding  upon
Tenant,  and further  agrees to hold  Landlord  harmless of and from any and all
liability or loss which the  Landlord may sustain by reason of Tenant's  failure
to execute said certificate or document.

     Tenant agrees to give to any Mortgagee by certified  mail,  return  receipt
requested.  or by reputable  overnight  courier, a copy of any notice of default
served upon the  Landlord,  provided  that prior to such notice  Tenant has been
notified in writing  (by way of Notice of  Assignment  of Rents and  Leases,  or
otherwise  delivered to Tenant pursuant to the notice provisions  hereof) of the
address of such  Mortgagee.  `Tenant  further agrees that if Landlord shall have
failed  to cure such  default  within  the time  permitted  therefor,  then such
Mortgagee  shall have an  additional  thirty (30) days within which to cure such
default or if such default  cannot  reasonably  be cured within that time,  then
such  reasonable  additional  time  as may be  necessary  to cure  such  default
providing  that within such thirty (30) days,  such lender has  commenced and is
diligently  pursuing the remedies necessary to cure such default, in which event
this Lease shall not be  terminated  while such remedies are being so diligently
pursued.


                                       29
<PAGE>

     If the  Mortgagee  or any other  party  shall  succeed to the rights of the
Landlord  under the Lease,  then at the request of such party so  succeeding  to
Landlord's rights,  Tenant shall attorn to and recognize such successor landlord
as Tenant's  landlord under this Lease  providing such successor shall recognize
Tenant's   rights  under  this  Lease,   subject  to  the   limitation   of  any
subordination,  nondisturbance and attornment agreement between the parties, and
shall, within fifteen (15) days next following such landlord's request,  execute
and deliver any commercially  reasonable instrument that such successor landlord
may  reasonably  request to evidence such  attornment.  In the event that Tenant
shall fail or refuse to  execute  such  instrument  within  the  aforesaid  time
period,  then such landlord  shall send Tenant a Second  Request  therefor).  If
Tenant fails to deliver such  instrument  within such 5-day period,  then Tenant
hereby appoints  Landlord as its  attorney-in-fact,  coupled with an interest to
execute the same on behalf of Tenant,  and agrees that such instrument  shall be
binding upon Tenant,  and further  agrees to hold Landlord  harmless of and from
any and all  liability or loss which  Landlord may sustain by reason of Tenant's
failure to execute  said  instrument.  Upon such  attornment,  this Lease  shall
continue  in full  force and  effect as if it were a direct  Lease  between  the
successor  landlord and Tenant upon all of the terms conditions and covenants as
are set forth in this  Lease  and shall be  applicable  after  such  attornment;
subject,  however, to the limitations of any  non-disturbance  agreement between
the parties, if any.

     17. Rules and Regulations

     Tenant shall abide by and observe the rules and regulations attached hereto
as Exhibit_7,  as well as such other  reasonable rules and regulations as may be
promulgated  from time to time by Landlord for the operation,  safety,  security
and  maintenance  of the  Building,  the same being in  conformity  with  common
practice and usage in similar buildings and not inconsistent with the provisions
of this Lease.

     18. Estoppel Certificate


                                       30
<PAGE>

     Tenant  shall,  at any time and from  time to time,  upon not less  than 15
business  days prior notice from  Landlord,  deliver to Landlord a  commercially
reasonable estoppel certificate. Tenant agrees the estoppel certificate attached
hereto as Exhibit K is a commercially reasonable estoppel certificate.  Landlord
shall,  at any time and from time to time upon not less  than 15  business  days
prior  notice  from  Tenant,  deliver  to Tenant  an  estoppel  certificate,  in
substance and form similar to that  described  above,  relative to the status of
this Lease and any ground lease,  underlying  lease or mortgage  encumbering the
Building or Land.

     19. Change of Name

     Landlord  shall not change the name of the  Building  or  Premises  without
Tenant's  consent.  If Landlord proposes a change to the name of the Building or
the exterior  signs affixed to the Building or the Land,  Landlord  shall notify
Tenant  at  least  60 days  prior to the  date of the  proposed  change.  If the
proposed new name or sign identifies,  or in Tenant's reasonable judgment may be
associated  with, a competitor of Tenant and Landlord  denies  Tenant's  written
request,  made within 30 days after  notification of the proposed change, not to
use the proposed  name or install the new sign,  Tenant shall have the right and
power to obtain  injunctive  relief requiring  Landlord to alter the name of the
Building so as to not violate the provisions hereof.  This Section 19 shall only
be effective  for so long as the named Tenant or its affiliate is a tenant under
this Lease.

     20. Mechanics' Liens

     Tenant shall promptly discharge by payment,  bond or otherwise,  mechanics'
liens filed against the Premises for work, labor.  services or materials claimed
to have been  performed  at or  furnished  to the  Premises  for or on behalf of
Tenant,   except  when  the   mechanics'   liens  are  filed  by  a  contractor,
subcontractor, materialman or laborer of Landlord, in which event Landlord shall
discharge the liens by payment, bond or otherwise.  If, however, Tenant notifies
Landlord in writing that Tenant desires to contest the same, Tenant shall not be
required to discharge  such lien,  so long as no forfeiture  or  foreclosure  of


                                       31
<PAGE>

Landlord's  or Tenant's  interests  occurs and  Landlord  shall not be placed in
default of any mortgage encumbering title to the Premises,  but shall diligently
prosecute the contest thereof to final judgment and decision,  and shall pay any
judgment that may be rendered on account  thereof,  and shall cause the Premises
to be freed and discharged from any lien or charge adjudged against the same.

     21. Extension

     Provided the Tenant shall not be in default  hereof  beyond any  applicable
grace  period  as of the date of  exercise  or the date of  commencement  of the
Extended Term,  Tenant shall have the right to extend the Term for an additional
period of 5 years, upon the same terms and conditions  contained herein,  except
that the Fixed Rent during the Extended Term shall be  $1,298,307.24  per annum,
payable in monthly installments in the amount of $108,192.27 by giving notice of
its  intention to extend to Landlord at least 12 months prior to the  Expiration
Date,  and  thereupon  the  original  Term and the  Expiration  Date shall be so
extended without any further action by either party.

     22. Intentionally Omitted.

     23. Intentionally Omitted.

     24. Intentionally Omitted.

     25. Intentionally Omitted.

     26. Attachments

     Exhibits A, B, D, F, C, H, I. J and K are attached to this Lease and made a
part hereof.

     27. Notices

     All  notices,  demands or other  communications  ("notices")  permitted  or
required to be given hereunder shall be in writing and, shall be deemed given on
the date of actual  receipt.  Notices  shall be addressed as follows:  (a) if to
Eight Farm Springs Road Associates, LLC, 2150 Post Road, Fairfield,  Connecticut
06430 with a copy to Edward Savides at P.O. Box 3097, Springfield, Massachusetts
01101-3097 (or for overnight  delivery to Edward Savides at 1709 Page Boulevard,
Springfield,  Massachusetts  01104)  and  (b) if to  Tenant,  to  Hartford  Fire


                                       32
<PAGE>

Insurance  Company,  Hartford  plaza,  Hartford,  Connecticut  06115  Attention:
Corporate Real Estate Department,  with a copy mailed to Tenant at the Premises.
Landlord and Tenant may from time to time by notice to the ocher  designate such
other  place or places  for the  receipt of future  notices.  The  inability  to
deliver  because of a changed  address of which no notice was given or rejection
or other  refusal to accept any notice  shall be deemed to be the receipt of the
notice as of the date of such  inability  to deliver or  rejection or refusal to
accept.

     28. Miscellaneous

     (a) The language of this Lease shall be  construed  according to its normal
and usual meaning and not strictly for or against either Landlord or Tenant.

     (b) No remedy or  election  given by any  provision  in this Lease shall be
deemed  exclusive unless so indicated,  but each shall,  wherever  possible,  be
cumulative in addition to all other remedies in law or equity which either party
may have  arising out of the default of the other party and failure to cure such
default within the applicable grace period.

     (c) Failure of either party to cure a default of the other under this Lease
shall not  render  such  non-defaulting  party in any way  liable  therefor,  or
relieve the defaulting party from any of its obligations hereunder.

     (d) The  acceptance  of  possession  of the premises by Tenant shall not be
deemed a waiver of any of the  obligations  under this Lease to be  performed by
Landlord.

     (e) Landlord  hereby  covenants  that,  subject to the terms of this Lease,
Tenant may deal with any person,  firm or  corporation  for services,  supplies,
materials,  labor,  equipment,  transportation,  tools,  machinery and any other
similar  or  dissimilar  services  or  items  in  connection  with  the  use and
occupation of the Premises and any work performed therein.

     (f) Intentionally Omitted.

     (g) Intentionally Omitted.


                                       33
<PAGE>

     (h) Subject to Section 7, upon any termination or expiration of this Lease,
Tenant shall  surrender the Premises in Reasonably  Good  Condition,  except for
that degree of wear and tear  occurring in the ordinary  course of operating the
Building  for  extended  hours  with  all  appropriate  commercially  reasonable
maintenance  and repair  maintained  throughout  the Term,  damage caused by any
casualty and matters which Landlord has retained  express  liability  under this
Lease.

     (i) Intentionally Omitted.

     (j) If any  clause  or  `provision  of this  Lease is or  becomes  illegal,
invalid,  or  unenforceable  because of  present  or future  laws or any rule or
regulation of any  governmental  body or entity,  effective during the Term, the
intention of the parties hereto is that the remaining  parts of this Lease shall
not be affected thereby.

     (k) As used in this Lease, any list of 1 or more items preceded by the word
"including"  shall not be deemed limited to the stated items but shall be deemed
without limitation,

     (1) This  Lease  shall be  binding  upon and  inure to the  benefit  of the
parties  hereto  and  their  respective   executors,   heirs,   representatives,
successors and permitted assigns.

     (m) This Lease contains the entire  agreement of the parties and may not be
modified except by an agreement in writing signed by both parties.

     (n) The captions appearing within the body of this Lease have been inserted
as a matter of convenience and for reference only and in no way define, limit or
enlarge the scope or meaning of this Lease or of any provision hereof.

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

     (p) Landlord and Tenant shall be excused for the period of any delay in the
performance of any obligation hereunder when prevented from so doing by an event
of "Force  Majeure".  Force  Majeure  shall mean any cause  beyond its  control,
including acts of God, labor disputes, civil commotion,  hostilities,  sabotage,


                                       34
<PAGE>

governmental  regulations  or  controls,  fire or other  casualty,  inability to
obtain any material or services (except those due to failure to timely order, or
due to improper scheduling of work),  accidents (provided such accidents are not
due to such party's  negligence),  but excepting therefrom both the inability to
obtain financing and any other matter which can be corrected by the payment of a
commercially  reasonable sum of money. In no event,  however,  shall an event of
Force  Majeure be deemed to exceed 90 days.  Neither  party shall be entitled to
rely  upon this  Section  unless it shall  give the  other  party  notice of the
existence  of an  event of  Force  Majeure  preventing  its  performance  of its
obligation  hereunder within a reasonable  period of time after the commencement
of the event of such Force Majeure.

     (q) Either Landlord or Tenant shall, at the request of the other, execute a
Memorandum or Notice of Lease in recordable form in substantially  the same form
as  Exhibit  I  attached  specifying  the  date of this  Lease  and  such  other
information as may be required by statute.  Either Landlord or Tenant may at its
expense record said Memorandum or Notice of Lease.

     (r) The use of the neuter  singular  pronoun to refer to either party shall
be deemed a proper  reference even though it may be an individual,  partnership,
corporation or a group of 2 or more individuals or  corporations.  The necessary
grammatical  changes  required to make the provisions of this Lease apply in the
plural  number  where  there is more than 1  Landlord  or  Tenant  and to either
corporations, associations, partnerships or individuals, males or females, shall
in all instances be assumed as though in each carefully expressed.

     (s) In any action or proceeding which Landlord or Tenant may be required to
prosecute to enforce its respective  rights  hereunder,  the unsuccessful  party
agrees to pay all costs  incurred by the  prevailing  party  therein,  including
reasonable attorneys' fees.


                                       35
<PAGE>

     (t)  Tenant  may  install  Tenant's  name and  suite  numerals  at the main
entrance door to the Premises in conformance with the Building standard.

     (u) Time shall be of the essence in this Lease with  respect to the payment
of all monies by one party to the other and as to the exercise of any options to
extend the Term of this Lease granted herein by Landlord to Tenant.

     29. Brokerage Fees

     Landlord and Tenant each  represent and warrant each to the other that they
have only dealt with Colliers,  Dow & Condon, Inc.  (representing  Landlord) and
Farley Whittier Partners (representing Tenant) in connection with this Lease and
each  party  indemnifies  and shall  defend  the other  party  from any  claims,
expenses,   liabilities,  and  losses  (including  reasonable  attorneys'  fees)
resulting from any breach of the foregoing representation and warranty.

     30. Transfer by Landlord

     In the event Landlord shall transfer or assign or otherwise  dispose of its
interest in the Premises or in this Lease,  Landlord shall thereupon be released
and discharged  from, any and all liabilities  and obligations  under this Lease
(except those accruing prior to such transfer,  assignment or other disposition)
and such liabilities and obligations  thereafter  accruing shall be binding upon
the assignee of Landlord's interest under this Lease.

     31. Landlord's Liability

     Landlord  shall  have no  personal  liability  with  respect  to any of the
provisions  of this  Lease.  If  Landlord  is in  default  with  respect  to its
obligations under this Lease, Tenant shall look solely to the equity of Landlord
in and to the  Premises for  satisfaction  of Tenant's  remedies,  if any. It is
expressly  understood and agreed that  Landlord's  liability  under the terms of
this Lease  shall in no event  exceed the amount of its  interest in and to said
Premises.  In no event shall any partner of Landlord  nor any joint  venturer in
Landlord, nor any officer, director, member, agent or shareholder of Landlord or
any such partner, member or joint venturer of Landlord be personally liable with


                                       36
<PAGE>

respect to any of the provisions of this Lease.

     32. Applicable Law

     This Lease shall be  construed  under and enforced in  accordance  with the
laws of the State of Connecticut.

     33. Arbitration

     Unless otherwise expressly set forth herein and expressly excluding summary
process  proceedings,  every  dispute  between the parties  with respect to this
Lease  shall  be  determined  by  arbitration  in the  manner  provided  in this
Subsection.

     The party  requesting  arbitration  shall do so by giving written notice to
that  effect to the other  party (the  "Arbitration  Notice").  The  Arbitration
Notice shall specify the name and address of the person  designated to act as an
arbitrator  on its  behalf.  Within  ten (10)  days  after  the  service  of the
Arbitration  Notice,  the other  party  shall  give  notice  to the first  party
specifying the name and address of the person designated to act as an arbitrator
on its  behalf.  If the  second  party  fails to notify  the first  party of the
appointment of its arbitrator,  as aforesaid,  within the time above  specified,
then the appointment of the second  arbitrator  shall be made in the same manner
as  hereinafter  provided for the  appointment  of a third  arbitrator in a case
where the two  arbitrators  appointed  hereunder  and the  parties are unable to
agree  Upon  such  appointment.  If,  within  ten (10)  days  after  the  second
arbitrator is  appointed,  the two  arbitrators  shall not have  determined  the
dispute,  they shall together appoint a third arbitrator.  In the event of their
being unable to agree upon such  appointment  within fifteen (15) days after the
appointment of the second arbitrator,  the third arbitrator shall be selected by
the parties  themselves if they can agree thereon within a further period of ten
(10) days. If the parties do not so agree,  then either party, on behalf of both
or on notice  to the  other,  may  request  such  appointment'  by the  American
Arbitration  Association,  or any successor  organization  thereto in accordance
with its rules then prevailing. If the American Arbitration Association, or such


                                       37
<PAGE>

successor organization, shall fail to appoint a third arbitrator within ten (10)
days after such  request is made,  then either  party may apply on notice to the
other, to the Superior Court for Hartford County,  Connecticut,  or to any other
court  having  jurisdiction  and  exercising  functions  similar  to  those  now
exercised by said court, for the appointment of such third  arbitrator,  and the
other  party  shall not raise any  question  as to such  court's  full power and
jurisdiction  to  entertain  the  application  and  make the  appointment.  Each
arbitrator chosen or appointed pursuant to this Section shall be a disinterested
person having at least ten (10) years  experience in the State of Connecticut in
a calling connected with the dispute.

     Arbitration shall be conducted by three arbitrators appointed in accordance
with the provisions hereof and, to the extent  consistent with this Section.  in
accordance  with  the  then  prevailing   rules  of  the  American   Arbitration
Association,  or any successor  organization  thereto,  for Hartford County. The
arbitrators  have  the  right  to  retain  and  consult  experts  and  competent
authorities  skilled in the matters under  arbitration.  The  arbitrators  shall
render their decision and award,  upon the  concurrence of at least two of their
number, within thirty (30) days after the appointment of the third arbitrator or
fifteen  (15) days after the final  hearing  of the  arbitrators,  whichever  is
later.  Such  decision  and award  shall be in writing  and  counterpart  copies
thereof  shall be delivered to each of the parties.  In rendering  such decision
and award,  the arbitrators  shall not add to, subtract from or otherwise modify
the provisions of this Lease.  Judgment may be entered on the  determination and
award made by the arbitrators in any court of competent  jurisdiction and may be
enforced in accordance with the laws of the State of Connecticut.

     If for any  reason  `whatsoever  the  written  decision  and  award  of the
arbitrators  shall not be  rendered  within  the time  limits  set forth in this
Section,  but in any case no  later  than 180  days  following  the  Arbitration
Notice,  either  party may apply to the  Superior  Court  for  Hartford  County,
Connecticut,  or to any other  court  having  jurisdiction  and  exercising  the


                                       38
<PAGE>

functions similar to those now exercised by such court, by action, proceeding or
otherwise  (but  not  by a new  arbitration  proceeding)  as may  be  proper  to
determine  the  question in dispute  consistently  with the  provisions  of this
Lease.

     Each party shall pay the fees and  expenses of the one of the two  original
arbitrators  appointed  by or for such  party and the fees and  expenses  of the
third arbitrator and all other expenses of the arbitration shall be borne by the
parties equally.  However, each party shall bear the expense of its own counsel,
experts and presentation of proof.

     Notwithstanding  anything to the contrary elsewhere provided in this Lease,
if the  subject  matter  of a  dispute  which is  provided  in this  Lease to be
determined by arbitration is one which would directly affect the liability of an
insurer under any of the policies of insurance referred to herein or a Mortgagee
and,  the party which is the insured  under such policy or is the  mortgagor  to
such  Mortgagee  so  notifies  the other  party,  then  unless  such  insurer or
Mortgagee  gives its  written  consent to the  determination  of such  matter by
arbitration  pursuant to the provisions of this Lease,  the dispute shall not be
determined by  arbitration  and the parties shall be left to such other remedies
as they may have.

     IN WITNESS WHEREOF, the parties have executed or caused to be executed this
Lease.

(TENANT)                                   (LANDLORD)
HARTFORD FIRE INSURANCE COMPANY            EIGHT FARM SPRINGS ROAD
                                           ASSOCIATES, L.L.C.

By:  /s/ Peter L. Holland                  By:  /s/ Edward Savides
    -----------------------------             --------------------------
         Peter L. Holland                           Edward Savides
Its      Assistant Vice President          Its      Member

                                           By:  /s/ Anthony F. Izzo
                                              ---------------------------
                                                    Anthony F. Izzo
                                           Its      Member


                                       39
<PAGE>

                        [EXHIBITS INTENTIONALLY OMITTED]


                                       40


<PAGE>
                              FIRST LEASE AMENDMENT

     This First Lease  Amendment  (Amendment) is made as of July 2, 1997 between
EIGHT  FARM  SPRINGS  ROAD  ASSOCIATES,  L.L.C.  (Landlord)  and  HARTFORD  FIRE
INSURANCE COMPANY (Tenant).

                                    RECITALS:

         Landlord and Tenant entered into a lease dated as of November 15, 1996
(Lease) for certain premises known as 8 Farm Springs Road, Farmnington,
Connecticut (Building).

     The parties desire to amend the Lease, subject to the terms hereof.

     Any  capitalized  term used herein and not otherwise  defined  herein shall
have the same meaning given to it in the Lease.

     NOW THEREFORE, the parties agree as follows:

     1. The  parties  acknowledge  that  Hartford  Fire  Insurance  Company,  as
assignee of  Landlord's  right,  title and interest in and to that certain lease
dated  August 27, 1996  between  Eight Farm  Springs  Road  Associates,  LLC and
Nationwide  Mutual  Insurance  Company  for  space in the  Building  (Nationwide
Lease),  terminated the Nationwide  Lease  effective  December 19, 1996, and all
references to the Nationwide  Lease and provisions  relating  thereto are deemed
deleted and of no further force or effect.

     2. The  Expiration  Date (as  defined in  Section 2 of the Lease)  shall be
extended to August 31, 2012.  The Original  Term (as defined in Section 2 of the
Lease) shall be amended to end on August 31, 2012.

     3. Section 4(a) of the Lease shall be modified as follows:

     (a) The  reference  to "1709  Page  Boulevard,  Springfield,  Massachusetts
01104" for  delivery  of  overnight  courier  packages  is deleted  and "do ESCO
Realty,  Inc., 330 Whitney Avenue,  Suite 450, Holyoke,  Massachusetts 01040" is
inserted in lieu thereof

     (b) The rent  schedule  set forth in  Section  4(a) of the  Lease  shall be
modified as follows

                           Fixed Rent               Monthly Installments
 Lease Period              Per Annum                    of Fixed Rent
 ------------              ----------               --------------------
 1/1/97-8/31/97            $ 975,345.24                $ 81,278.77
 9/1/97-8/31/98            1,838,730.32                 153,227.53

<PAGE>

                           Fixed Rent               Monthly Installments
 Lease Period              Per Annum                    of Fixed Rent
 ------------              ----------               --------------------

 9/1/98-8/31/99            $1,871,026.52               $155,918.88
 9/1/99-8/31/00             1,903,322.72                158,610.23
 9/1/00-8/31/01             1,935,618.92                161,301.58
 9/1/01-8/31/02             1,967,915.12                163,992.93
 9/1/02-8/31/03             2,000,211.32                166,684.28
 9/1/03-8/31/04             2,032,507.52                169,375.63
 9/1/04-8/31/05             2,064,803.72                172,066.98
 9/1/05-8/31/06             2,097,099.92                174,758.33
 9/1/06-8/31/07             2,129,396.12                177,449.68
 9/1/07-8/31/08             2,161,692.32                180,141.03
 9/1/08-8/31/09             2,193,988.52                182,832.38
 9/1/09-8/31/10             2,226,284.72                185,523.73
 9/1/10-8/31/11             2,258,580.92                188,215.08
 9/1111-8/31/12             2,290,877.12               190,906.43.

     4. At the end of Section 20 add: "In addition,  Tenant shall,  upon request
of  Landlord  but not more  than 2 times  per  12-month  period  (or if more are
requested,  then Landlord shall pay Tenant its reasonable  costs to process such
requests (which costs may include the costs  attributable to in-house  counsel),
execute and deliver to Landlord,  Landlord's title insurance  company's standard
owner's affidavit with respect to parties in possession and the absence of facts
which  could  give  rise to  mechanics  liens,  but  subject  to the  reasonable
modifications of Tenant; provided such modifications do not result in such title
company  reasonably  refusing  to delete the  tenant  (but  subject to  Tenant's
possession of the  Property,  or any assignee or  subtenant's  possession of the
Property as may be permitted under the Lease)) and mechanics liens exceptions in
such policy of title  insurance,  or  increasing  the premium  therefor  (unless
Tenant  agrees to pay for any increase in the premium  attributable  to Tenant's
modifications),  If Tenant has caused work to be  performed  or  materials to be
supplied to the Premises within the applicable  mechanics lien period (currently
90-days) preceding  Landlord's request and Tenant is unable to certify as to the
absence of such work or materials within such period, then at Landlord's request
Tenant shall enter into an indemnity or other  agreement with such title company
which is  reasonably  acceptable to such title company so as to allow such title
insurance  company to insure over and thus delete from the policy any  exception
for mechanic's  liens,  with such indemnity or other agreement being  reasonably


                                       2
<PAGE>

acceptable to Tenant in form and substance."

     5. Delete Section 21 of the Lease and substitute:  "Provided  Tenant is not
in default of this Lease  beyond any  applicable  grace period as of the date of
exercise or the date of commencement of the Extended Term, Tenant may extend the
Original Term for a further term of 10 years at a Fixed Rent equal to the market
rental rate for the Premises and  otherwise  upon the same terms and  conditions
contained  herein,  by giving  notice to Landlord of its  intention to extend at
least 12 months prior to the Expiration Date. Determination of the market rental
rate shall include,  without  limitation,  consideration  of: the reputation and
creditworthiness  of  Tenant;  the  location,  size and as-is  condition  of the
Premises  and  the  lack of  added  inducements;  the  amount  of the  brokerage
commission payable on the extension;  and the manner for paying taxes, operating
costs,  electricity and repair and maintenance  obligations  remaining the same;
for these purposes also, the market shall be other comparable first class office
buildings  in the area in which the  Building is located  (the.  "Market  Rental
Rate").  Pursuant  to this  option  and not later  than 15  months  prior to the
Expiration  Date,  Tenant shall  request  Landlord's  designation  of the Market
Rental Rate for the Extended Term (such designation, when received,  hereinafter
referred  to as the "Rate  Notice")  and Tenant may extend the Term based on the
Market Rental Rate set forth in the Rate Notice.  Landlord  shall  designate the
Market Rental Rate within 30 days of Tenant's request  therefore and the parties
shall,  not later than 30 days after Tenant's receipt of the Market Rental Rate,
negotiate the Market Rental Rate. if the parties agree on the Market Rental Rate
within such 30-day  period,  the parties shall  promptly  thereafter  execute an
agreement  modifying the Fixed Rent, the Expiration Date and all other necessary
terms.  If the parties are unable to agree on the Market Rental Rate within such
30-day period,  then this Lease shall terminate on the original  Expiration Date
as if the Rate Notice was never given,  Tenant  shall have no further  option to
extend  the  Term  and the Term  shall  terminate  as  provided  in this  Lease;
provided,  however,  if Tenant  disapproves  the Market Rental Rate,  Tenant can
avoid  termination of this option by giving Landlord notice  (Appraisal  Notice)
not later than 15 days after the  expiration  of the 30-thy  period  that Tenant
elects to determine the Market Rental Rate by appraisal.  The appraisal shall be
made as follows:

     (a) The Appraisal  Notice must contain the name of the appraiser  appointed
by Tenant to determine  the Market  Rental Rate.  Within 15 days after  Landlord


                                       3
<PAGE>

receipt of the Appraisal  Notice,  Landlord shall give Tenant notice of the name
of the appraiser  appointed by Landlord to determine the Market Rental Rate. The
two appraisers so appointed shall promptly  appoint a third  appraiser;  if they
fail to appoint such third appraiser within 15 days after they receive notice of
their  joint  appointment,  then either  Landlord or Tenant,  upon notice to the
other,  may request the assignment of a third appraiser by the then President of
the local  chapter of the  American  Institute  of Real Estate  Appraisers.  All
appraisers  shall  have at  least  10  years  experience  and be  familiar  with
commercial  office  rentals in buildings  comparable  to the Building  which are
located in the area in which the Building is located.

     (b) The 3 appraisers shall jointly  establish the Market Rental Rate within
30 days after the  appointment of the third  appraiser and if they cannot agree,
the  average of the 2 closest  estimates  will be accepted by the parties as the
Market  Rental  Rate,  unless the avenge of all 3 estimates  equals one of the 3
estimates,  in which case such average estimate shall be accepted by the parties
as the Market Rental Rate.

     (c) if Landlord fails to appoint an appraiser  within the period  permitted
above, then the appraiser appointed by Tenant shall have the power to proceed as
sole appraiser to establish the Market Rental Rate.

     (d) Landlord and Tenant shall each pay the fees of the appraiser  appointed
by it and one-half of the fees of the third  appraiser and the general  expenses
of the appraisal  except that Tenant may elect to reject the Market Rental Rate,
and if  Tenant  does so  reject,  then  Tenant  shall  pay the fees of all three
appraisers and the general expenses of the appraisal.

     (e) After  determination  of the Market  Rental  Rate,  the  parties  shall
execute an agreement,  in form reasonably  satisfactory  to both,  modifying the
Expiration Date, the Fixed Rent, the Monthly  Installments of Fixed Rent and all
other relevant mailers."

     6.  Section 27 of the Lease is hereby  amended by  deleting  the  reference
therein to "1709 Page Boulevard, Springfield, Massachusetts 01104" and inserting
in lieu thereof the following:  "do ESCO Realty, Inc., 330 Whitney Avenue, Suite
450, Holyoke, Massachusetts 01040".

     7. In Exhibit D of the Lease:


                                       4
<PAGE>

     (a) Delete the last sentence of Section 1(b); and

     (b) At the end of Section 3 add: "Tenant acknowledges receipt from Landlord
of the sum of One Million  Five Hundred One  Thousand  Four Hundred  Sixty-Three
Dollars and eight cents  ($1,501,463.08)(the  Initial Sum). Provided that Tenant
shall not be in material  default  hereunder beyond any applicable grace period,
in consideration for Tenant's  entering into this Amendment,  Landlord shall pay
to Tenant,  on or before  September  1, 1997 (or if Tenant  shall be in material
default  hereunder on September  1, 1997,  then on the fifth  business day after
Landlord  after Tenant has cured such  default and Landlord has received  notice
from  Tenant  that such  default  has been  cured),  such date of payment  being
hereinafter  referred  to as the  "Payment  Date",  an  additional  sum of Seven
Million Five Hundred Fifty-Six  Thousand Five Hundred  Twenty-One Dollars and no
cents ($7,556,521.00)(the Additional Sum)."

     8.  Add new  Section  4 to  Exhibit  D of the  Lease:  "Tenant  desires  to
construct a parking  garage at the rear of the Property  containing at least one
hundred  fifty (150)  additional  parking  spaces and  consisting  of at least a
one-story above ground parking deck (Parking Garage). Tenant shall construct the
Parking Garage substantially in accordance with the terms of this Work Letter as
modified  herein and except that Sections 1 and the portion of 3 attributable to
the Initial  Allowance  shall not be applicable,  and the Architect  shall be an
reputable  architect,  licensed  in the State  chosen by Tenant and  approved by
Landlord,  If Tenant shall  determine that it cannot or chooses not to construct
the Parking Garage,  then Tenant shall pay Landlord the sum of $560,000.00  (the
Tenant  Payment) on  September 1, 1998.  If Tenant has elected to construct  the
Parking  Garage  and  the  construction  of the  Parking  Garage  has  not  been
substantially  completed  by January 1, 1999 (as such date shall be delayed  one
thy for each thy of delay due to Landlord or events of Force  Majeure;  provided
that such  events of Force  Majeure  shall not be deemed  limited to 90 days and
events of Force  Majeure  shall be deemed to  include  delays in  obtaining  all
appropriate  permits,  approvals and licenses from the appropriate  governmental
authorities  for the  Parking  Garage),  then  Tenant  shall  deliver the Tenant
Payment  to  Landlord  on  January  1,  1999 (as such  date may be  extended  in
accordance  with this Section),  increased by interest  accrued on such sum at 9
percent per annum for the period from  September  1, 1998  through the date that
such payment is received by Landlord; provided, however, if Tenant has commenced
such construction by such date and is diligently pursuing the same to completion


                                       5
<PAGE>

on such date,  then Landlord  shall extend such date for  reasonable  additional
time to enable Tenant to substantially complete such construction."

     9. This  Amendment is conditioned  upon Tenant's  receipt of the Additional
Sum on or before the Payment Date. If Landlord  fails to deliver the  Additional
Sum to Tenant by such date then this Amendment  shall be null and void and of no
force or effect whatsoever.

     10.  Delete  Exhibit  K  attached  to the Lease  and  substitute  Exhibit K
attached hereto.

     11. This Amendment shall be binding upon the parties,  and their respective
heirs, successor and assigns, as the case may be.

     12. This Agreement may be executed in multiple counterparts,  each of which
shall be deemed an original.

     13. This Amendment  contains the entire  understanding  of the parties with
respect  to  the  matters  contained  herein.   There  are  no  representations,
warranties,  promises,  covenants or undertakings other than those expressly set
forth herein.  This  Amendment  may not altered or modified  except by a writing
executed by the parties hereto.

     14. This  Amendment  shall be governed in all respects by and  construed in
accordance with laws of the State of Connecticut.

     15.  Except as modified  herein,  the Lease is ratified and  confirmed  and
shall  remain in full force and effect.

     IN WITNESS WHEREOF, the parties have executed this Amendment.

(Landlord)                                (Tenant)
EIGHT FARM SPRINGS ROAD                   HARTFORD FIRE INSURANCE COMPANY
ASSOCIATES, L.L.C.


By   /s/ Anthony Izzo                     By     /s/ Peter L. Holland
   ---------------------------------         -----------------------------
         Anthony Izzo                                Peter L. Holland
Its      Member                             Its      Assistant Vice President


By   /s/ Edward Savides
   ---------------------------------
         Edward Savides
Its      Member

                 [Consent of Mortgagee appears on the next page]


                                       6
<PAGE>

Agreed:
AETNA LIFE INSURANCE COMPANY

By
   --------------------------------
-----------------------------------
            [Print Name]

Its
   --------------------------------
              [Title]