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EXHIBIT 10.2




  AMENDMENT #1 OF LEASE AGREEMENT




This Amendment #1 of Lease
Agreement ("Amendment #1") is dated as of the 11th day of November 2004,
is by and between Andersen Land Corp. (f/k/a The J.M. Ney Company), a
Delaware corporation, having an address of 5 Waterside Crossing, Windsor, CT
06095 (the "Landlord"), and Deringer-Ney Inc. (f/k/a Deringer
Mfg. Company), an Illinois corporation having an address of 1250 Town Line
Road, Mundelein, IL 60060 (the "Tenant"), and evidences the agreement of
Landlord and Tenant.




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




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




NOW, THEREFORE, in consideration of the mutual
covenants set forth in this Lease and other good an valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
hereby agree as follows:




Section
1.       Amendment of
Paragraph 2.1: Effective as of the date hereof Paragraph 2.1 of the
Lease is hereby amended in  its entirety to read as follows:




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




Section
2.       Amendment of
Paragraph 3.1: Effective as of the date hereof, Paragraph 3.1 of the
Lease is hereby amended in its entirety to read as follows:




3.1 During
Term. 
Tenant shall pay to Landlord at the offices of Moscow CableCom Corp., 5
Waterside Crossing, Windsor, CT 06095 Windsor, CT (or at such other
place as Landlord may hereafter direct by written notice to Tenant), a total
basic rental (hereinafter referred to as the "Basic Rent") which shall
be paid monthly, in advance, commencing on the first day of every calendar
month during the Term of this Lease, in the amounts set forth in the following
Schedule of Basic Rent Payments:








   SCHEDULE OF BASIC RENT PAYMENTS






	
   

   MONTH OF LEASE TERM

   	
            MONTHLY  
          BASIC RENT

   	
             ANNUAL 
           BASIC RENT

   
	
  
  

  March 26, 2002 through March 31, 2003

  

  	
  
  

  $          24,166.67

  

  	
  
  

  $          290,000.00

  

  
	
  
  April 1, 2003 through March 31,
  2004

  

  	
  
  $          24,650.00

  

  	
  
  $          295,800.00

  

  
	
  
  April 1, 2004 through March 31,
  2005

  

  	
  
  $          25,133.33

  

  	
  
  $          301,600.00

  

  
	
  
  April 1, 2005 through March 31,
  2006

  

  	
  
  $          25,616.67

  

  	
  
  $          307,400.00

  

  
	
  
  April 1, 2006 through March 31,
  2007

  

  	
  
  $          26,100.00

  

  	
  
  $          313,200.00

  

  
	
  
  April 1, 2007 through March 31,
  2008

  

  	
  
  $          26,583.33

  

  	
  
  $          319,000.00

  

  
	
  
  April 1, 2008 through March 31,
  2009

  

  	
  
  $          27,066.67

  

  	
  
  $          324,800.00

  

  
	
  
  April 1, 2009 through March 31,
  2010

  

  	
  
  $          27,550.00

  

  	
  
  $          330,600.00

  

  
	
  
  April 1, 2010 through March 31,
  2011

  

  	
  
  $         28,033.33

  

  	
  
  $         336,400.00

  

  
	
  
  April 1, 2011 through March 31,
  2012

  

  	
  
  $         28,516.67

  

  	
  
  $         342,200.00

  

  
	
  
  April 1, 2012 through March 31,
  2013

  

  	
  
  $         29,000.00

  

  	
  
  $         348,000.00

  

  
				












 




Section
3.        Amendment of
Paragraph 28.2: Effective as of the date hereof, Paragraph 28.2 is amended
to add the following proviso at the end of the existing Paragraph 28.2:








provided however,
Oliver R. Grace, Jr. (and his heirs or executors) or a limited liability entity
in which Oliver R, Grace,  Jr. (or his
heirs or executors) or trusts for the benefit of Oliver R. Grace, Jr. own more
than a fifty percent  (50%) equity
interest, shall, for all purposes during the Term of this Lease (including the
Option Term) or any other extensions or additional lease periods that may be
negotiated hereafter, be deemed to be an "affiliate" of the Landlord regardless
of what direct or indirect changes in ownership of the Landlord or its
stockholder that may occur after the date of this Amendment #1.









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








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








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









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


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








Procedure for Tenant to
Exercise Option Term: In the event that the Tenant elects to exercise the
Tenant's Option to Renew, the Tenant shall send the Landlord a written notice
(the "Option Notice") of the Tenant's election to exercise Tenant's
Option to Renew by the later of September 30, 2012 or 30 calendar days after
Landlord gives Tenant notice (the "Landlord Expiration Notice") of the
expiration of the initial Term of the Lease. The Option Notice and the Landlord
Expiration Notice shall be sent pursuant to the Notice provisions of this
Lease. When the Option Notice from the Tenant is delivered to Landlord.  Such election by the Tenant shall be binding
and irrevocable.








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


 









* *
SIGNATURES BEGIN ON THE FOLLOWING PAGE * *














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





	
  

  

  	
  
  LANDLORD: ANDERSEN LAND CORP (f/k/a THE J.M. NEY COMPANY), a
  Delaware corporation

  

  By: /s/ Andrew M. O'Shea       

  Name: Andrew M. O'Shea

  Its:        President and Treasurer                        

  

  
	
  

  

  	
  

  

  
	
  

  

  	
  
  TENANT: DERINGER-NEY, INC. (f/k/a DERINGER MFG. COMPANY), an
  Illinois corporation

  

  By:   /s/ Lee Trimble     

  Name: Lee Trimble

  Its:       Vice President/Secretary