Exhibit 10.3



                          AMENDMENT TO LEASE


THIS Amendment to Lease Agreement dated as of the 27th day of
January, 2003 between THE DANBURY INDUSTRIAL CORPORATION, a
Connecticut corporation having a principal place of business in
Danbury, Connecticut, acting herein by David M. Boyce, its
President, duly authorized, ("the Landlord") and COGNITRONICS
CORPORATION, a New York corporation having a principal place of
business in Danbury, Connecticut (the "Tenant").

WHEREAS, the Landlord and Seymour R. Powers and Tenant entered into
a Lease dated April 29th, 1993, for premises located at 1-3
Corporate Drive, in Danbury, Connecticut, which Lease was for an
initial term of ten (10) years, with one five (5) year option to
renew (hereinafter referred to as the "Lease");

WHEREAS, in 2002, Seymour R. Powers, Trustee transferred his
interest in the premises described in Schedule A of the Lease, of
which the Demised Premises is a part, to Landlord;

WHEREAS, Landlord is the owner of the entirety of the Demised
Premises; and,

WHEREAS, the Demised Premises contain approximately 40,500 square
feet on two floors of the building, but the Lease was based on the
premises containing approximately 40,000 square feet;

NOW, THEREFORE, it is agreed between the parties as follows:

        1.  Tenant shall have the right to continue to lease
approximately 27,600 square feet of the Demised Premises which is
located on the first floor of the building and Tenant hereby
releases any right to lease the 12,200 square feet of the Demised
Premises located on the second floor of the building, and
approximately 700 square feet located on the first floor of the
Demised Premises.  The portion of the Demised Premises consisting of
approximately 27,600 square feet occupied and to be occupied b y
Tenant for the term as hereinafter defined is shown on plans
prepared by Stephen Griss Associates Architecture entitled
Cognitronics Corporation, 3 Corporate Drive, Danbury Connecticut
06810, 1st Floor Plan dated November 18, 2002 (hereinafter the "1st
Floor Plan"), a copy of which is annexed hereto as Schedule "A",
with the space allocated to Tenant referred to as "Tenant 'A'."
Tenant shall be entitled to use the Vestibule area shown on the 1st
Floor Plan in common with "Tenant 'C'" as shown on said plan.

        2, Tenant shall provide Landlord and any occupant of the
space shown on the 1st Floor Plan as allocated to "Tenant 'C'" and
the 12,200 square feet on the second floor of the Demised Premises
with reasonable access to the Elevator Equipment Room, Telephone
Equipment Room, Electrical Room, and any other utility room located
in the space allocated to "Tenant 'A'" as shown on the 1st Floor
Plan, as may be necessary by Landlord or said occupant(s) for the
maintenance and use of said space or to comply with any law or
regulation.

        3.  The term of the lease shall be modified effective
January 1, 2003 and is hereby renewed from January 1, 2003 through
October 31, 2009.  Tenant agrees to pay as rent for the Demised
Premises for said period to the Landlord a base rental as follows:

        A total annual rent of ONE HUNDRED SEVENTY THOUSAND AND
        00/100 ($170,000.00) DOLLARS payable in equal monthly
        payments of FOURTEEN THOUSAND ONE HUNDRED SIXTY-SIX AND
        67/100 ($14,166.67) DOLLARS which shall be due and payable
        on the first of each month from January 1, 2003 through
        November 30, 2005; and

        A total annual rent of ONE HUNDRED EIGHTY TWO THOUSAND AND
        00/100 ($182,000.00) DOLLARS payable in equal monthly
        payments of FIFTEEN THOUSAND ONE HUNDRED SIXTY-SIX AND
        67/100 ($15,166.67) DOLLARS which shall be due and payable
        on the first of each month from December 1, 2005 through
        October 31, 2008.

        4.  Section Twenty-Five of the Lease entitled "Taxes" is
hereby modified as follows:

        The tenant shall pay as addition rent 26.6% of the amount of
real estate taxes due and payablew to the City of Danbury, which may
be imposed upon the property of which the Demised Premises are a part.

        5.  Section Thirty-Four of the Lease entitled "Common Area
Maintenance" is hereby modified as follows:

        The tenant's pro rate share of Common Area Maintenance to be
paid as additional rent under the lease shall be adjusted to 26.6
percent.

        6.  Section Nineteen of the Lease entitled "Insurance" is
hereby modified as follows:

        Tenant's pro rata share of the insurance premium to be paid
as additional rent shall be adjusted to 26.6 percent.  Tenant agrees
to maintain insurance in said section with limitations of at least
$1,000,000.00 for bodily injury and property damage on a combined
single limit basis; and $1,000,000.00 in the aggregate.  Tenant's
liability insurance carrier shall be licensed in the State of
Connecticut and have an A.M. Best rating of A-.  The Tenant shall
furnish a Certificate of Insurance as to the above-described policy
to the Landlord.  The general public liability insurance policy
shall name both Landlord and Tenant as the insured parties.

        7.  Landlord shall complete fit out work to create space
similar to that set forth in drawings provided by Tenant to Mel
Powers in the approximate amount of $169,000.00.

        8.  All other terms and conditions of the base lease dated
April 29, 1993 shall remain in full force and effect.

        9.  This Amendment to Lease Agreement shall be binding upon
the successors and assigns of the parties hereto.